Cars.com (CARS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2025, to be held virtually, with voting available online, by phone, or mail.

• Proxy materials, including the Proxy Statement and 2024 Annual Report, are available online and by request.

• Forward-looking statements are included, with risk factors referenced in the 2024 Annual Report.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms.

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

• Advisory approval of executive compensation (Say on Pay) and frequency of future Say on Pay votes (recommended annually).

• Approval of amended Omnibus Incentive Compensation Plan, extending term, increasing share limit, and adding governance features.

• Approval of amendment to Certificate of Incorporation for officer exculpation.

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; separate Chair and CEO roles.

• Annual election of directors, majority voting standard, and director resignation policy.

• Board committees: Audit, Compensation, and ESG, all chaired by independent directors.

• Board diversity: 27% women, 18% African American, 9% Asian; average tenure 7.3 years.

• Annual board and committee evaluations; robust director nomination process.