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.

• Key proposals include director elections, auditor ratification, executive compensation, incentive plan amendments, and officer exculpation.

• Proxy materials and annual report are available online, with options for electronic or paper delivery to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals: election of 11 directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation (Say on Pay), advisory vote on frequency of Say on Pay, approval of amended Omnibus Incentive Compensation Plan, and amendment for officer exculpation.

• Board recommends voting FOR all proposals and for annual Say on Pay frequency.

• Shareholders of record as of April 7, 2025, are eligible to vote.

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; annual elections with majority voting standard.

• Separate Chairperson and CEO roles; all committees are independent and 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 and refreshment process.

• Stock ownership and retention policy for directors and executives; no poison pill.