TrueCar (TRUE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 22, 2025, and will be held virtually, allowing shareholders to participate, vote, and ask questions online.

• Key proposals include electing one Class II director, ratifying the appointment of the independent auditor, and an advisory vote on executive compensation.

• The company reported positive revenue growth, improved adjusted EBITDA, and launched new digital initiatives in 2024.

Voting matters and shareholder proposals

• Shareholders will vote on electing Faye losotaluno as a Class II director, ratifying PricewaterhouseCoopers LLP as auditor, and approving 2024 executive compensation on an advisory basis.

• The board recommends voting in favor of all proposals.

• Procedures for submitting shareholder proposals and director nominations for the 2026 meeting are detailed, with specific deadlines and requirements.

Board of directors and corporate governance

• The board consists of six directors, five of whom are independent under Nasdaq standards.

• Directors bring diverse expertise in executive leadership, finance, automotive, digital marketplaces, and risk management.

• The board is divided into three classes with staggered three-year terms; only one class is elected each year.

• The board separates the roles of chair and CEO to enhance governance and strategic oversight.

• Committees include audit, compensation and workforce, nominating and corporate governance, and a disclosure committee, each with defined responsibilities and charters.