Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Stockholders held by CarGurus, Inc. on June 3, 2026. The filing details the voting outcomes for three proposals: the election of directors, the ratification of the independent auditor, and a non-binding advisory vote on executive compensation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Proposal 1: Election of Directors
Stockholders elected two Class III directors for a term ending in 2029:
- Manik Gupta: 177,165,895 votes for; 30,312,145 votes withheld.
- Langley Steinert: 187,011,461 votes for; 20,466,579 votes withheld.
Proposal 2: Ratification of Auditors
Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026.
- Votes For: 213,460,852
- Votes Against: 345,220
- Abstentions: 24,654
Proposal 3: Executive Compensation Advisory Vote
Stockholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers for 2025.
- Votes For: 195,635,270
- Votes Against: 11,812,537
- Abstentions: 30,233
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items. The document serves solely to disclose the final voting results of the Annual Meeting.
Key Facts for Investor Verification
- Verify the definitive proxy statement (Schedule 14A) filed on April 22, 2026, for detailed background on the director nominees and executive compensation plans.
- Confirm the total number of shares entitled to vote to calculate the percentage of support for each proposal.
- Note that the auditor ratification received overwhelming support with minimal votes against.
- Observe that the executive compensation vote received significant support, though a notable number of votes were cast against the proposal.