CarGurus (CARG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2025, to be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, and frequency of say-on-pay votes.

• Proxy materials and annual report are available online, with options for shareholders to vote by internet, phone, mail, or during the meeting.

• The company operates a multinational online automotive platform, reporting $894.4M in 2024 revenue, 38.4M global monthly unique users, and 32,010 global paying dealers.

• Forward-looking statements address anticipated performance, compensation plans, and management objectives, subject to risks and uncertainties.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Advisory vote on 2024 executive compensation (say-on-pay).

• Advisory vote on the frequency of future say-on-pay votes, with the board recommending annual votes.

Board of directors and corporate governance

• Board consists of seven members, divided into three classes, with five independent directors.

• Board committees: Audit (all independent), Compensation (not required to be fully independent due to controlled company status).

• Board and committees conducted regular self-evaluations and maintained high attendance (98% in 2024).

• Controlled company status due to majority voting power held by the Executive Chair, with Class B shares carrying ten votes per share.

• Director nomination process involves the full board, not a nominating committee.