CarGurus Files 8-K on Shareholder Votes and Bylaws

TL;DR

CARG filed an 8-K for shareholder votes & bylaw changes. Keep an eye on governance.

AI Summary

On June 4, 2024, CarGurus, Inc. filed an 8-K report detailing the submission of matters to a vote of security holders. The filing also includes information on amendments to its articles of incorporation or bylaws and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 55 Cambridge Parkway, 6th Floor, Cambridge, Massachusetts.

Why It Matters

This filing indicates important corporate governance actions and potential changes that could affect shareholder rights and company operations.

Risk Assessment

Risk Level: low — The filing is procedural and relates to corporate governance matters rather than immediate financial distress or significant operational changes.

Key Numbers

• 001-38233 — SEC File Number (Identifies the company's filing with the SEC.)
• 04-3843478 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• CarGurus, Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• 55 Cambridge Parkway, 6th Floor, Cambridge, Massachusetts 02142 (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ered Class A Common Stock, par value $0.001 per share CARG The Nasdaq Stock Mar

Filing Documents

• carg-20240604.htm (8-K) — 80KB
• carg-ex3_1.htm (EX-3.1) — 15KB
• carg-ex3_2.htm (EX-3.2) — 216KB
• img198337796_0.jpg (GRAPHIC) — 14KB
• 0000950170-24-069898.txt ( ) — 510KB
• carg-20240604.xsd (EX-101.SCH) — 28KB
• carg-20240604_htm.xml (XML) — 5KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment to the Fourth Amended and Restated Certificate of Incorporation On June 5, 2024, CarGurus, Inc. (the "Company") held its 2024 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to reflect new Delaware law provisions regarding officer exculpation (the "Amendment"). A description of the Amendment is provided in "Proposal 4 – AMENDMENT TO OUR FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION" of the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 26, 2024 (the "Proxy Statement"), which description and text are incorporated herein by reference. The Amendment became effective upon the Company's filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on June 4, 2024 (the "Certificate of Amendment"). The foregoing description of the terms of the Amendment and the description incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entireties by reference to the full text of the Certificate of Incorporation, as amended by the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein. Third Amended and Restated By-laws On June 4, 2024, the Board of Directors of the Company (the "Board") approved an amendment and restatement of its second amended and restated by-laws (as so amended and restated, the "By-laws"), effective immediately, to modify the definition of "Acting in Concert" in Article II, Section 2.12 relating to advance notice requirements applicable to stockhold

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 5, 2024, the Company held the Annual Meeting to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Proxy Statement. The final voting results from the Annual Meeting are set forth below. Proposal 1 – Election of Directors The stockholders elected the nominees named below to serve as the Class I directors for a term ending in 2027, or until their respective successors have been duly elected and qualified. The results of such vote were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Lori Hickok 220,861,495 14,907,114 7,341,273 Greg Schwartz 191,394,286 44,374,323 7,341,273 Jason Trevisan 221,761,680 14,006,929 7,341,273 Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company's independent auditors for the year ending December 31, 2024. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 242,643,786 305,261 160,835 0 Proposal 3 – Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers The stockholders voted to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 214,859,474 20,734,957 174,178 7,341,273 Proposal 4 – Amendment to Company's Fourth Amended and Restated Certificate of Incorporation The stockholders voted to approve the Amendment. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 201,363,493 34,266,312 138,804 7,341,273

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company 3.2 Third Amended and Restated By-laws of the Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CARGURUS, INC. Date: June 6, 2024 By: /s/ Javier Zamora Name: Javier Zamora Title: General Counsel & Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR