CarGurus, Inc. 8-K

What Happened CarGurus, Inc. held its 2026 annual meeting of stockholders on June 3, 2026 and reported the final voting results in a Form 8-K filed June 4, 2026 (Item 5.07). Stockholders elected Class III directors Manik Gupta and Langley Steinert (terms ending in 2029), ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026, and approved the non‑binding advisory vote on the 2025 compensation of the Company’s named executive officers (say‑on‑pay). The filing was signed by Javier Zamora, General Counsel & Corporate Secretary.

Key Details

• Directors elected (Class III, term to 2029):
  • Manik Gupta: 177,165,895 votes for; 30,312,145 withheld; 6,352,686 broker non‑votes.
  • Langley Steinert: 187,011,461 votes for; 20,466,579 withheld; 6,352,686 broker non‑votes.
• Auditor ratified: Ernst & Young LLP — 213,460,852 votes for; 345,220 against; 24,654 abstentions.
• Say‑on‑pay (non‑binding): 195,635,270 for; 11,812,537 against; 30,233 abstentions; 6,352,686 broker non‑votes. Support was about 94.3% of votes cast (excluding broker non‑votes).

Why It Matters

• Board continuity: Re‑electing the two Class III directors maintains current board leadership through 2029, which can affect corporate strategy and oversight continuity.
• Audit continuity: Ratifying EY is a routine but important step confirming the board’s choice of external auditor for the 2026 fiscal year.
• Executive pay approval: The strong non‑binding say‑on‑pay result indicates broad shareholder support for the Company’s 2025 executive compensation decisions, though the vote is advisory and not legally binding.