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CARGURUS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CARGURUS INC.’s Form 8-K, filed 2024-06-06 (Item 5.07 on EDGAR). Page generated 04 October 2026.

7Reported items
283Asset managers
2,082Fund votes
2024-06-05Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CARGURUS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by CARGURUS INC.

These tallies are CARGURUS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-06-06 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CARGURUS INC. — official shareholder meeting results, meeting held 2024-06-05
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Lori Hickok	220,861,495	--	--	14,907,114	7,341,273	Majority: yes
Elect Director: Greg Schwartz	191,394,286	--	--	44,374,323	7,341,273	Majority: yes
Elect Director: Jason Trevisan	221,761,680	--	--	14,006,929	7,341,273	Majority: yes
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	242,643,786	305,261	160,835	--	0	Majority: yes
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	214,859,474	20,734,957	174,178	--	7,341,273	Majority: yes
Proposal 4: Amendment to Company's Fourth Amended and Restated Certificate of Incorporation The stockholders voted to approve the Amendment	201,363,493	34,266,312	138,804	--	7,341,273	Majority: yes

Source: CARGURUS INC., Form 8-K, filed with the SEC on 2024-06-06 — read the filing on EDGAR.

How asset managers voted at the CARGURUS INC. 2023-2024 meeting

Each item below shows how the 283 asset managers that disclosed a CARGURUS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of CARGURUS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers for 2023.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 9 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%9%

FOR: 214,859,474AGAINST: 20,734,957

CARGURUS INC.’s own tally for this item (“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 exec”): 214,859,474 for, 20,734,957 against, per its Form 8-K filed 2024-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 282 asset managers below cast 66% of the shares they voted on this item FOR (61,171,877 for, 31,893,723 against).

FOR 66%AGAINST 34%

FOR: 61,171,877 (65.6%)AGAINST: 31,893,723 (34.2%)ABSTAIN: 129,011 (0.1%)NOT VOTED: 72,896 (0.1%)

Largest asset managers voting on “To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers for 20” at CARGURUS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	10,192,794	4,146,706	For
BlackRock	12,625,270	1,453	For
ArrowMark Colorado Holdings LLC	0	8,177,257	Against
Wellington	0	5,678,568	Against
Foxhaven Asset Management, LP	5,015,126	0	For
John Hancock	3,719,864	86,191	For
State Street	3,773,038	0	For
Thrivent	2,721,398	0	For
Fidelity	2,034,410	638,259	For
MERIDIAN FUND INC	0	2,130,503	Against
GEODE CAPITAL MANAGEMENT, LLC	2,046,231	0	For
Dimensional	0	2,027,074	Against
Charles Schwab	1,877,536	0	For
Man Group plc	0	1,664,250	Against
Hartford	0	1,596,959	Against
Sunriver Management LLC	1,165,478	0	For
Prevatt Capital Ltd	1,150,000	0	For
Select Equity Group, L.P.	1,115,864	0	For
Northern Trust	967,769	68	For
FORT WASHINGTON INVESTMENT ADVISORS INC /OH/	914,961	0	For
PAR CAPITAL MANAGEMENT INC	0	877,245	Against
Federated Hermes	866,590	0	For
AMERIPRISE FINANCIAL INC	802,082	0	For
GLENMEDE FUND INC	732,477	0	For
TOUCHSTONE STRATEGIC TRUST	726,411	0	For

Showing the 25 largest of 282 asset managers. See all 282 in the interactive database.

2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 242,643,786AGAINST: 305,261

CARGURUS INC.’s own tally for this item (“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 ”): 242,643,786 for, 305,261 against, per its Form 8-K filed 2024-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 91 asset managers below cast 99.8% of the shares they voted on this item FOR (43,449,613 for, 68,281 against).

FOR 99.6%

FOR: 43,449,613 (99.6%)AGAINST: 68,281 (0.2%)ABSTAIN: 33,067 (0.1%)NOT VOTED: 65,668 (0.2%)

Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ” at CARGURUS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	14,080,088	0	For
BlackRock	9,484,887	0	For
Fidelity	2,668,480	0	For
MERIDIAN FUND INC	2,130,503	0	For
Dimensional	1,741,729	0	For
Hartford	1,596,959	0	For
Thrivent	1,347,799	0	For
John Hancock	1,330,962	0	For
State Street	1,040,804	770	For
Charles Schwab	918,467	0	For
GLENMEDE FUND INC	732,477	0	For
TOUCHSTONE STRATEGIC TRUST	726,411	0	For
Federated Hermes	415,822	0	For
Equitable	397,422	0	For
Invesco	330,306	0	For
Lincoln Financial	313,366	0	For
American Century	261,862	0	For
TIAA	253,606	0	For
Allspring	236,904	0	For
Columbia Threadneedle	232,361	0	For
SEI	222,378	0	For
Prudential/PGIM	212,210	0	For
AIG/SunAmerica	208,174	0	For
Jackson National	201,888	0	For
MML SERIES INVESTMENT FUND	186,064	0	For

Showing the 25 largest of 91 asset managers. See all 91 in the interactive database.

3. TO APPROVE AN AMENDMENT TO OUR FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION.

OTHERMajority of the votes cast: yes

Combines 2 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST 15%

FOR: 201,363,493AGAINST: 34,266,312

CARGURUS INC.’s own tally for this item (“Proposal 4: Amendment to Company's Fourth Amended and Restated Certificate of Incorporation The stockholders voted to approve the Amendment”): 201,363,493 for, 34,266,312 against, per its Form 8-K filed 2024-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 90 asset managers below cast 55% of the shares they voted on this item FOR (24,020,524 for, 19,497,370 against).

FOR 55%AGAINST 45%

FOR: 24,020,524 (55.2%)AGAINST: 19,497,370 (44.8%)ABSTAIN: 33,067 (0.1%)

Largest asset managers voting on “TO APPROVE AN AMENDMENT TO OUR FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWAR” at CARGURUS INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	9,933,382	4,146,706	For
BlackRock	9,484,887	0	For
Fidelity	104,877	2,563,603	Against
MERIDIAN FUND INC	0	2,130,503	Against
Dimensional	0	1,741,729	Against
Hartford	1,596,959	0	For
Thrivent	0	1,347,799	Against
John Hancock	86,191	1,244,771	Against
State Street	7,290	1,034,284	Against
Charles Schwab	0	918,467	Against
GLENMEDE FUND INC	0	732,477	Against
TOUCHSTONE STRATEGIC TRUST	726,411	0	For
Federated Hermes	415,822	0	For
Equitable	283,612	113,810	For
Invesco	0	330,306	Against
Lincoln Financial	193,886	119,480	For
American Century	0	261,862	Against
TIAA	0	253,606	Against
Allspring	0	236,904	Against
Columbia Threadneedle	0	232,361	Against
SEI	0	222,378	Against
Prudential/PGIM	182,524	29,686	For
AIG/SunAmerica	0	208,174	Against
Jackson National	0	201,888	Against
MML SERIES INVESTMENT FUND	186,064	0	For

Showing the 25 largest of 90 asset managers. See all 90 in the interactive database.

4. To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Greg Schwartz

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%WITHHELD 19%

FOR: 191,394,286WITHHELD: 44,374,323

CARGURUS INC.’s own tally for this item (“Elect Director: Greg Schwartz”): 191,394,286 for, 44,374,323 withheld, per its Form 8-K filed 2024-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (15,655,310 for, 0 against).

FOR 36%ABSTAIN 64%

FOR: 15,655,310 (35.9%)ABSTAIN: 27,883,175 (63.9%)NOT VOTED: 65,668 (0.2%)

Largest asset managers voting on “To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Greg Schwartz” at CARGURUS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	9,933,382	4,146,706	For
BlackRock	0	9,484,887	Abstain
Fidelity	0	2,668,480	Abstain
MERIDIAN FUND INC	0	2,130,503	Abstain
Dimensional	0	1,741,729	Abstain
Hartford	1,596,959	0	For
Thrivent	0	1,347,799	Abstain
John Hancock	1,330,962	0	For
State Street	7,290	1,034,284	Abstain
Charles Schwab	0	918,467	Abstain
GLENMEDE FUND INC	0	732,477	Abstain
TOUCHSTONE STRATEGIC TRUST	726,411	0	For
Federated Hermes	415,822	0	For
Equitable	136,125	261,297	Abstain
Invesco	330,306	0	For
Lincoln Financial	193,886	119,480	For
American Century	0	261,862	Abstain
TIAA	0	253,606	Abstain
Allspring	0	236,904	Abstain
Columbia Threadneedle	0	232,361	Abstain
SEI	0	222,378	Abstain
Prudential/PGIM	212,210	0	For
AIG/SunAmerica	0	208,174	Abstain
Jackson National	0	201,888	Abstain
MML SERIES INVESTMENT FUND	186,064	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

5. To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Jason Trevisan

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 221,761,680WITHHELD: 14,006,929

CARGURUS INC.’s own tally for this item (“Elect Director: Jason Trevisan”): 221,761,680 for, 14,006,929 withheld, per its Form 8-K filed 2024-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (37,843,281 for, 0 against).

FOR 87%13%

FOR: 37,843,281 (86.8%)ABSTAIN: 5,695,204 (13.1%)NOT VOTED: 65,668 (0.2%)

Largest asset managers voting on “To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Jason Trevisan” at CARGURUS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	14,080,088	0	For
BlackRock	9,484,887	0	For
Fidelity	2,668,480	0	For
MERIDIAN FUND INC	2,130,503	0	For
Dimensional	0	1,741,729	Abstain
Hartford	1,596,959	0	For
Thrivent	0	1,347,799	Abstain
John Hancock	1,330,962	0	For
State Street	1,029,425	12,149	For
Charles Schwab	918,467	0	For
GLENMEDE FUND INC	0	732,477	Abstain
TOUCHSTONE STRATEGIC TRUST	726,411	0	For
Federated Hermes	415,822	0	For
Equitable	397,422	0	For
Invesco	330,306	0	For
Lincoln Financial	271,886	41,480	For
American Century	0	261,862	Abstain
TIAA	253,606	0	For
Allspring	0	236,904	Abstain
Columbia Threadneedle	232,361	0	For
SEI	222,378	0	For
Prudential/PGIM	212,210	0	For
AIG/SunAmerica	0	208,174	Abstain
Jackson National	0	201,888	Abstain
MML SERIES INVESTMENT FUND	186,064	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

6. To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Lori Hickok

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 220,861,495WITHHELD: 14,907,114

CARGURUS INC.’s own tally for this item (“Elect Director: Lori Hickok”): 220,861,495 for, 14,907,114 withheld, per its Form 8-K filed 2024-06-06 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Share-of-outstanding not shown: votes cast exceed the reported share count, which usually means multiple share classes with different voting rights.

The 88 asset managers below cast 100% of the shares they voted on this item FOR (37,284,836 for, 0 against).

FOR 86%ABSTAIN 14%

FOR: 37,284,836 (85.5%)ABSTAIN: 6,253,649 (14.3%)NOT VOTED: 65,668 (0.2%)

Largest asset managers voting on “To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Lori Hickok” at CARGURUS INC., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	14,080,088	0	For
BlackRock	9,484,887	0	For
Fidelity	2,668,480	0	For
MERIDIAN FUND INC	2,130,503	0	For
Dimensional	0	1,741,729	Abstain
Hartford	1,596,959	0	For
Thrivent	0	1,347,799	Abstain
John Hancock	1,330,962	0	For
State Street	1,029,425	12,149	For
Charles Schwab	918,467	0	For
GLENMEDE FUND INC	0	732,477	Abstain
TOUCHSTONE STRATEGIC TRUST	726,411	0	For
Federated Hermes	415,822	0	For
Equitable	283,612	113,810	For
Invesco	330,306	0	For
Lincoln Financial	271,886	41,480	For
American Century	0	261,862	Abstain
TIAA	0	253,606	Abstain
Allspring	0	236,904	Abstain
Columbia Threadneedle	232,361	0	For
SEI	222,378	0	For
Prudential/PGIM	212,210	0	For
AIG/SunAmerica	0	208,174	Abstain
Jackson National	0	201,888	Abstain
MML SERIES INVESTMENT FUND	186,064	0	For

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

7. DIRECTOR

DIRECTOR ELECTIONS

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (12,476 for, 0 against).

FOR: 12,476 (100.0%)

Largest asset managers voting on “DIRECTOR” at CARGURUS INC., 2023-2024
Asset manager	For	Vote
TIMOTHY PLAN	10,085	For
SYNTAX ETF TRUST	2,291	For
Boltwood Capital Management	100	For

Largest CARGURUS INC. shareholders voting in 2023-2024

Ranked by the number of CARGURUS INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 107,174,812 shares outstanding at the time of that meeting.

Top CARGURUS INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	13.38%
2	BlackRock	11.78%
3	ArrowMark Colorado Holdings LLC	7.63%
4	Wellington	5.30%
5	Foxhaven Asset Management, LP	4.68%
6	John Hancock	3.55%
7	State Street	3.52%
8	Thrivent	2.54%
9	Fidelity	2.49%
10	MERIDIAN FUND INC	1.99%

Reported CARGURUS INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

CARGURUS INC. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
S.	13.39%	13G
BlackRock	11.42%	13F
Vanguard Group	8.69%	13F
ArrowMark Colorado Holdings, LLC	8.29%	DEF14A
Wellington Management	7.09%	13F
Foxhaven Asset Management, LP, and its general partners	4.68%	DEF14A
State Street	3.08%	13F
Dimensional Fund Advisors	2.12%	13F
Geode Capital	1.92%	13F
Marc Stad	1.71%	13G

Percentages above are of 107,174,812 shares outstanding, as reported by CARGURUS INC. on its Form 10-K dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CARGURUS INC.’s 10-K dated 2024-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At CARGURUS INC.'s shareholder meeting held 2024-06-05, in the 2023-2024 proxy season, 283 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,082 separate fund positions. Their filings are grouped here into 7 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on a non-binding advisory basis, the compensation of the Company's named executive… — FOR was 91% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: CARGURUS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-06-06.

CARGURUS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.