Cars.com (CARS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 4, 2025, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 3, 2025.

Voting matters and shareholder proposals

• Election of eleven directors is up for shareholder vote.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2025.

• Advisory vote on executive officer compensation (Say on Pay) and on the frequency of future Say on Pay votes.

• Approval sought for the amended and restated Omnibus Incentive Compensation Plan.

• Proposal to amend the Certificate of Incorporation for officer exculpation.

Board of directors and corporate governance

• Eleven nominees listed for election to the board, including Jerri DeVard, Scott Forbes, and T. Alex Vetter.