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CARS.COM INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and CARS.COM INC.’s Form 8-K (Item 5.07 on EDGAR). Page generated 02 October 2026.

20Reported items
286Asset managers
4,405Fund votes
2025-06-04Meeting date

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

Explore CARS.COM INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by CARS.COM INC.

These tallies are CARS.COM INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K (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.

CARS.COM INC. — official shareholder meeting results, meeting held 2025-06-04
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Jerri DeVard	48,445,302	--	--	1,634,023	9,236,748	Majority: yes
Elect Director: Scott Forbes	48,650,091	--	--	1,429,234	9,236,748	Majority: yes
Elect Director: Jill Greenthal	47,775,005	--	--	2,304,320	9,236,748	Majority: yes
Elect Director: Thomas Hale	48,968,572	--	--	1,110,753	9,236,748	Majority: yes
Elect Director: Michael Kelly	49,866,116	--	--	213,209	9,236,748	Majority: yes
Elect Director: Donald A. McGovern, Jr.	49,867,227	--	--	212,098	9,236,748	Majority: yes
Elect Director: Greg Revelle	48,887,561	--	--	1,191,764	9,236,748	Majority: yes
Elect Director: Jenell R. Ross	48,985,979	--	--	1,093,346	9,236,748	Majority: yes
Elect Director: Bala Subramanian	49,870,973	--	--	208,352	9,236,748	Majority: yes
Elect Director: T. Alex Vetter	49,942,638	--	--	136,687	9,236,748	Majority: yes
Elect Director: Bryan Wiener	48,981,748	--	--	1,097,577	9,236,748	Majority: yes
Proposal 2: Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm	58,484,809	174,006	657,258	--	--	Majority: yes
Proposal 3: Advisory Votes on Executive Officer Compensation	48,531,056	1,080,534	467,735	--	9,236,748	Majority: yes
Proposal 5: Approval of the Amended and Restated Cars.com Inc	35,903,051	13,707,532	468,742	--	9,236,748	Majority: yes
Proposal 6: Approval of an Amendment to Amended and Restated Certificate of Incorporation of Cars.com Inc	46,461,185	3,156,891	461,249	--	9,236,748	Majority: yes

Source: CARS.COM INC., Form 8-K — read the filing on EDGAR.

How asset managers voted at the CARS.COM INC. 2024-2025 meeting

Each item below shows how the 286 asset managers that disclosed a CARS.COM 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 CARS.COM 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. Advisory Approval of Executive Officer Compensation (Say on Pay).

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

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 48,531,056AGAINST: 1,080,534

CARS.COM INC.’s own tally for this item (“Proposal 3: Advisory Votes on Executive Officer Compensation”): 48,531,056 for, 1,080,534 against, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 76% for, 2% against (78% of the company cast a for/against vote).

The 283 asset managers below cast 99% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 98%

FOR: 98.2%AGAINST: 1.2%ABSTAIN: 0.6%NOT VOTED: 0.0%

Largest asset managers voting on “Advisory Approval of Executive Officer Compensation (Say on Pay).” at CARS.COM INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Fidelity	18,650,520	0	0	For
BlackRock	8,815,721	0	0	For
Vanguard	7,163,695	4,613	1	For
State Street	3,175,185	2,154	0	For
American Century	2,333,071	0	0	For
Dimensional	2,193,854	0	0	For
Charles Schwab	1,847,461	0	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,463,822	0	0	For
T. Rowe Price	1,399,859	0	0	For
Boston Partners	904,957	0	0	For
Northern Trust	732,972	0	0	For
Pacer Funds Trust	731,599	0	0	For
First Eagle Investment Management, LLC	585,143	0	0	For
FIRST EAGLE FUNDS	518,053	0	0	For
Renaissance	423,863	0	0	For
TOCQUEVILLE ASSET MANAGEMENT L.P.	420,433	0	0	For
NORDEA INVESTMENT MANAGEMENT AB	0	416,806	0	Against
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	0	For
LORD, ABBETT & CO. LLC	413,769	0	0	For
Lord Abbett	413,769	0	0	For
MELLON INVESTMENTS Corp	409,774	0	0	For
SG Capital Management LLC	0	0	400,605	Abstain
PARAMETRIC PORTFOLIO ASSOCIATES LLC	372,114	0	0	For
PEREGRINE CAPITAL MANAGEMENT LLC	334,963	0	0	For
Russell Investments	327,697	0	0	For

Showing the 25 largest of 283 asset managers. See all 283 in the interactive database.

2. Advisory Approval on the frequency of future advisory votes to approve Executive Officer Compensation (Say on Frequency).

SECTION 14A SAY-ON-PAY VOTES

Combines 4 wordings of this item as funds reported it.

99.7% fund support · no official result

ONE YEAR 72%1 YEAR 23%

The 272 asset managers below cast 99.7% of the shares they voted on this item FOR (156,085 for, 397 against).

FOR: 156,085 (0.3%)AGAINST: 397 (0.0%)ABSTAIN: 405,722 (0.7%)ONE YEAR: 44,598,745 (71.8%)1 YEAR: 14,493,964 (23.3%)THREE YEARS: 2,217,652 (3.6%)1-YR: 173,812 (0.3%)3 YEARS: 23,650 (0.0%)1-YEAR: 7,248 (0.0%)NOT VOTED: 1,959 (0.0%)3 YEAR: 5 (0.0%)2 YEAR: 0 (0.0%)

Largest asset managers voting on “Advisory Approval on the frequency of future advisory votes to approve Executive Officer Compensation (Say on ” at CARS.COM INC., 2024-2025
Asset manager	Abstain	Vote
Fidelity	0	One Year
BlackRock	0	1 Year
Vanguard	1	One Year
State Street	0	One Year
American Century	0	One Year
Dimensional	0	Three Years
Charles Schwab	0	1 Year
GEODE CAPITAL MANAGEMENT, LLC	0	One Year
T. Rowe Price	0	One Year
Boston Partners	0	One Year
Northern Trust	0	1 Year
Pacer Funds Trust	0	1 Year
First Eagle Investment Management, LLC	0	One Year
FIRST EAGLE FUNDS	0	One Year
Renaissance	0	One Year
TOCQUEVILLE ASSET MANAGEMENT L.P.	0	One Year
TRUST FOR PROFESSIONAL MANAGERS	0	1 Year
LORD, ABBETT & CO. LLC	0	One Year
Lord Abbett	0	One Year
MELLON INVESTMENTS Corp	0	One Year
SG Capital Management LLC	400,605	Abstain
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	One Year
PEREGRINE CAPITAL MANAGEMENT LLC	0	One Year
Russell Investments	0	1 Year
PRINCIPAL GLOBAL INVESTORS	0	One Year

Showing the 25 largest of 272 asset managers. See all 272 in the interactive database.

3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Combines 3 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 58,484,809AGAINST: 174,006

CARS.COM INC.’s own tally for this item (“Proposal 2: Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm”): 58,484,809 for, 174,006 against, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 92% for, 0.3% against (92% of the company cast a for/against vote).

The 76 asset managers below cast 99.8% of the shares they voted on this item FOR (32,719,809 for, 50,041 against).

FOR 99.8%

FOR: 32,719,809 (99.8%)AGAINST: 50,041 (0.2%)ABSTAIN: 5,116 (0.0%)

Largest asset managers voting on “RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE ” at CARS.COM INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Fidelity	9,075,720	0	0	For
Vanguard	6,976,336	0	1	For
BlackRock	6,438,164	0	0	For
Dimensional	1,876,590	0	0	For
American Century	1,142,248	0	0	For
State Street	908,690	41	0	For
Charles Schwab	876,809	0	0	For
Pacer Funds Trust	731,599	0	0	For
T. Rowe Price	581,740	0	0	For
FIRST EAGLE FUNDS	518,053	0	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	0	For
Lord Abbett	413,769	0	0	For
RBB FUND, INC.	243,472	0	0	For
Equitable	193,787	0	0	For
TIAA	177,945	0	0	For
Jackson National	118,110	0	0	For
Columbia Threadneedle	117,804	0	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	0	For
Russell Investments	108,827	0	0	For
First Trust	107,289	0	0	For
Northern Trust	101,627	0	0	For
Brighthouse	93,625	0	5,115	For
Lincoln Financial	98,670	0	0	For
Lazard	83,931	0	0	For
Pacific Life	73,858	0	0	For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

4. APPROVAL OF THE AMENDED AND RESTATED CARS.COM INC. OMNIBUS INCENTIVE COMPENSATION PLAN.

COMPENSATIONMajority of the votes cast: yes

72% Majority: yes · of votes cast

FOR 72%AGAINST 28%

FOR: 35,903,051AGAINST: 13,707,532

CARS.COM INC.’s own tally for this item (“Proposal 5: Approval of the Amended and Restated Cars.com Inc”): 35,903,051 for, 13,707,532 against, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 56% for, 22% against (78% of the company cast a for/against vote).

The 74 asset managers below cast 70% of the shares they voted on this item FOR (22,921,448 for, 9,811,428 against).

FOR 70%AGAINST 30%

FOR: 22,921,448 (70.0%)AGAINST: 9,811,428 (30.0%)ABSTAIN: 5,116 (0.0%)

Largest asset managers voting on “APPROVAL OF THE AMENDED AND RESTATED CARS.COM INC. OMNIBUS INCENTIVE COMPENSATION PLAN.” at CARS.COM INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Fidelity	1,381,756	7,693,964	0	Against
Vanguard	6,976,317	19	1	For
BlackRock	6,438,164	0	0	For
Dimensional	1,876,590	0	0	For
American Century	0	1,142,248	0	Against
State Street	908,690	41	0	For
Charles Schwab	876,809	0	0	For
Pacer Funds Trust	0	731,599	0	Against
T. Rowe Price	581,740	0	0	For
FIRST EAGLE FUNDS	518,053	0	0	For
TRUST FOR PROFESSIONAL MANAGERS	407,439	6,615	0	For
Lord Abbett	413,769	0	0	For
RBB FUND, INC.	243,472	0	0	For
Equitable	102,187	91,600	0	For
TIAA	177,945	0	0	For
Jackson National	118,110	0	0	For
Columbia Threadneedle	117,804	0	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	0	For
Russell Investments	108,827	0	0	For
First Trust	107,289	0	0	For
Northern Trust	101,627	0	0	For
Brighthouse	93,625	0	5,115	For
Lincoln Financial	98,670	0	0	For
Lazard	83,931	0	0	For
Pacific Life	33,723	40,135	0	Against

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

5. Election of Directors: Bala Subramanian

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 49,870,973WITHHELD: 208,352

CARS.COM INC.’s own tally for this item (“Elect Director: Bala Subramanian”): 49,870,973 for, 208,352 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 78% for, 0.4% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,700,938 for, 0 against).

FOR 99.7%

FOR: 32,700,938 (99.8%)ABSTAIN: 71,777 (0.2%)

Largest asset managers voting on “Election of Directors: Bala Subramanian” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,976,337	0	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

6. Election of Directors: Bryan Wiener

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 48,981,748WITHHELD: 1,097,577

CARS.COM INC.’s own tally for this item (“Elect Director: Bryan Wiener”): 48,981,748 for, 1,097,577 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 77% for, 2% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,713,157 for, 0 against).

FOR 99.8%

FOR: 32,713,157 (99.8%)ABSTAIN: 59,558 (0.2%)

Largest asset managers voting on “Election of Directors: Bryan Wiener” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,973,781	2,556	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

7. Election of Directors: Donald A. McGovern, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 49,867,227WITHHELD: 212,098

CARS.COM INC.’s own tally for this item (“Elect Director: Donald A. McGovern, Jr.”): 49,867,227 for, 212,098 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 78% for, 0.4% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,700,938 for, 0 against).

FOR 99.7%

FOR: 32,700,938 (99.8%)ABSTAIN: 71,777 (0.2%)

Largest asset managers voting on “Election of Directors: Donald A. McGovern, Jr.” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,976,337	0	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

8. Election of Directors: Greg Revelle

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 48,887,561WITHHELD: 1,191,764

CARS.COM INC.’s own tally for this item (“Elect Director: Greg Revelle”): 48,887,561 for, 1,191,764 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 77% for, 2% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,646,495 for, 0 against).

FOR 99.6%

FOR: 32,646,495 (99.6%)ABSTAIN: 126,220 (0.4%)

Largest asset managers voting on “Election of Directors: Greg Revelle” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,973,781	2,556	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

9. Election of Directors: Jenell R. Ross

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 48,985,979WITHHELD: 1,093,346

CARS.COM INC.’s own tally for this item (“Elect Director: Jenell R. Ross”): 48,985,979 for, 1,093,346 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 77% for, 2% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,713,157 for, 0 against).

FOR 99.8%

FOR: 32,713,157 (99.8%)ABSTAIN: 59,558 (0.2%)

Largest asset managers voting on “Election of Directors: Jenell R. Ross” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,973,781	2,556	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

10. Election of Directors: Jerri DeVard

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 48,445,302WITHHELD: 1,634,023

CARS.COM INC.’s own tally for this item (“Elect Director: Jerri DeVard”): 48,445,302 for, 1,634,023 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 76% for, 3% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,646,494 for, 0 against).

FOR 99.6%

FOR: 32,646,494 (99.6%)ABSTAIN: 126,221 (0.4%)

Largest asset managers voting on “Election of Directors: Jerri DeVard” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,973,780	2,557	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

11. Election of Directors: Jill Greenthal

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 47,775,005WITHHELD: 2,304,320

CARS.COM INC.’s own tally for this item (“Elect Director: Jill Greenthal”): 47,775,005 for, 2,304,320 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 75% for, 4% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,478,099 for, 0 against).

FOR 99.1%

FOR: 32,478,099 (99.1%)ABSTAIN: 294,616 (0.9%)

Largest asset managers voting on “Election of Directors: Jill Greenthal” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,973,780	2,557	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	0	108,827	Abstain
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

12. Election of Directors: Michael Kelly

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 49,866,116WITHHELD: 213,209

CARS.COM INC.’s own tally for this item (“Elect Director: Michael Kelly”): 49,866,116 for, 213,209 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 78% for, 0.4% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,700,938 for, 0 against).

FOR 99.7%

FOR: 32,700,938 (99.8%)ABSTAIN: 71,777 (0.2%)

Largest asset managers voting on “Election of Directors: Michael Kelly” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,976,337	0	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

13. Election of Directors: Scott Forbes

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 48,650,091WITHHELD: 1,429,234

CARS.COM INC.’s own tally for this item (“Elect Director: Scott Forbes”): 48,650,091 for, 1,429,234 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 76% for, 2% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,646,495 for, 0 against).

FOR 99.6%

FOR: 32,646,495 (99.6%)ABSTAIN: 126,220 (0.4%)

Largest asset managers voting on “Election of Directors: Scott Forbes” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,973,781	2,556	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

14. Election of Directors: T. Alex Vetter

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 49,942,638WITHHELD: 136,687

CARS.COM INC.’s own tally for this item (“Elect Director: T. Alex Vetter”): 49,942,638 for, 136,687 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 78% for, 0.3% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,767,600 for, 0 against).

FOR 99.9%

FOR: 32,767,600 (100.0%)ABSTAIN: 5,115 (0.0%)

Largest asset managers voting on “Election of Directors: T. Alex Vetter” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,976,337	0	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

15. Election of Directors: Thomas Hale

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 48,968,572WITHHELD: 1,110,753

CARS.COM INC.’s own tally for this item (“Elect Director: Thomas Hale”): 48,968,572 for, 1,110,753 withheld, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 77% for, 2% withheld (79% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (32,713,157 for, 0 against).

FOR 99.8%

FOR: 32,713,157 (99.8%)ABSTAIN: 59,558 (0.2%)

Largest asset managers voting on “Election of Directors: Thomas Hale” at CARS.COM INC., 2024-2025
Asset manager	For	Abstain	Vote
Fidelity	9,075,720	0	For
Vanguard	6,973,781	2,556	For
BlackRock	6,438,164	0	For
Dimensional	1,876,590	0	For
American Century	1,142,248	0	For
State Street	908,731	0	For
Charles Schwab	876,809	0	For
Pacer Funds Trust	731,599	0	For
T. Rowe Price	581,740	0	For
FIRST EAGLE FUNDS	518,053	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	For
Lord Abbett	413,769	0	For
RBB FUND, INC.	243,472	0	For
Equitable	193,787	0	For
TIAA	177,945	0	For
Jackson National	118,110	0	For
Columbia Threadneedle	117,804	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	For
Russell Investments	108,827	0	For
First Trust	107,289	0	For
Northern Trust	101,627	0	For
Brighthouse	93,625	5,115	For
Lincoln Financial	98,670	0	For
Lazard	83,931	0	For
Pacific Life	73,858	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

16. APPROVAL OF AN AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARS.COM INC. FOR EXCULPATION OF OFFICERS.

OTHER

97% fund support · no official result

FOR 97%

The 73 asset managers below cast 97% of the shares they voted on this item FOR (31,687,648 for, 1,037,563 against).

FOR: 31,687,648 (96.8%)AGAINST: 1,037,563 (3.2%)ABSTAIN: 5,116 (0.0%)

Largest asset managers voting on “APPROVAL OF AN AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARS.COM INC. FOR EXCULPATION” at CARS.COM INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Fidelity	9,075,720	0	0	For
Vanguard	6,973,777	2,559	1	For
BlackRock	6,438,164	0	0	For
Dimensional	1,876,590	0	0	For
American Century	1,142,248	0	0	For
State Street	908,365	366	0	For
Charles Schwab	876,809	0	0	For
Pacer Funds Trust	0	731,599	0	Against
T. Rowe Price	581,740	0	0	For
FIRST EAGLE FUNDS	518,053	0	0	For
TRUST FOR PROFESSIONAL MANAGERS	414,054	0	0	For
Lord Abbett	413,769	0	0	For
RBB FUND, INC.	243,472	0	0	For
Equitable	193,787	0	0	For
TIAA	177,945	0	0	For
Jackson National	118,110	0	0	For
Columbia Threadneedle	117,804	0	0	For
QUANTITATIVE MASTER SERIES LLC	111,020	0	0	For
Russell Investments	0	108,827	0	Against
First Trust	107,289	0	0	For
Northern Trust	101,627	0	0	For
Brighthouse	93,625	0	5,115	For
Lincoln Financial	98,670	0	0	For
Lazard	83,931	0	0	For
Pacific Life	73,858	0	0	For

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

17. Advisory Vote on Say on Pay Frequency

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 69%ONE YEAR 31%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (416,806 for, 0 against).

FOR: 416,806 (68.7%)ONE YEAR: 190,337 (31.3%)

Largest asset managers voting on “Advisory Vote on Say on Pay Frequency” at CARS.COM INC., 2024-2025
Asset manager	For	Vote
NORDEA INVESTMENT MANAGEMENT AB	416,806	For
JPMorgan	0	One Year
Empower	0	One Year
APG Asset Management US Inc.	0	One Year
CLEARWATER INVESTMENT TRUST	0	One Year

18. 14A Executive Compensation Vote Frequency

SECTION 14A SAY-ON-PAY VOTES

100% fund support · no official result

FOR 92%8%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (2,251 for, 0 against).

FOR: 2,251 (91.8%)1: 200 (8.2%)

Largest asset managers voting on “14A Executive Compensation Vote Frequency” at CARS.COM INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
ESL Trust Services, LLC	2,251	0	0	0	For
COURIER CAPITAL LLC	0	0	0	0	1

19. Amend Certificate of Incorporation to Provide for the Exculpation of Certain Officers

DIRECTOR ELECTIONSMajority of the votes cast: yes

94% Majority: yes · of votes cast

FOR 94%

FOR: 46,461,185AGAINST: 3,156,891

CARS.COM INC.’s own tally for this item (“Proposal 6: Approval of an Amendment to Amended and Restated Certificate of Incorporation of Cars.com Inc”): 46,461,185 for, 3,156,891 against, per its Form 8-K (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. Of all 63,710,000 outstanding shares: 73% for, 5% against (78% of the company cast a for/against vote).

The 2 asset managers below cast 96% of the shares they voted on this item FOR (40,501 for, 1,887 against).

FOR 96%

FOR: 40,501 (95.5%)AGAINST: 1,887 (4.5%)

Largest asset managers voting on “Amend Certificate of Incorporation to Provide for the Exculpation of Certain Officers” at CARS.COM INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	40,501	0	0	0	For
CLEARWATER INVESTMENT TRUST	0	1,887	0	0	Against

20. Amend Omnibus Stock Plan

COMPENSATION

96% fund support · no official result

FOR 96%

The 2 asset managers below cast 96% of the shares they voted on this item FOR (40,501 for, 1,887 against).

FOR: 40,501 (95.5%)AGAINST: 1,887 (4.5%)

Largest asset managers voting on “Amend Omnibus Stock Plan” at CARS.COM INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Empower	40,501	0	0	0	For
CLEARWATER INVESTMENT TRUST	0	1,887	0	0	Against

Largest CARS.COM INC. shareholders voting in 2024-2025

Ranked by the number of CARS.COM INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 63,710,000 shares outstanding at the time of that meeting.

Top CARS.COM INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	Fidelity	29.27%
2	BlackRock	13.84%
3	Vanguard	11.25%
4	State Street	4.99%
5	American Century	3.66%
6	Dimensional	3.44%
7	Charles Schwab	2.90%
8	GEODE CAPITAL MANAGEMENT, LLC	2.30%
9	T. Rowe Price	2.20%
10	Boston Partners	1.42%

Reported CARS.COM INC. ownership

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

CARS.COM INC. beneficial owners on record for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	15.11%	13F
FMR (Fidelity)	15.03%	13F
Vanguard Group	11.12%	13F
Dimensional Fund Advisors	4.98%	13F
State Street	3.80%	13F
Geode Capital	2.30%	13F
Morgan Stanley	1.91%	13F
Charles Schwab	1.45%	13F
Northern Trust	1.22%	13F
T. Rowe Price	1.22%	13F

Percentages above are of 63,710,000 shares outstanding, as reported by CARS.COM INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 CARS.COM INC.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At CARS.COM INC.'s shareholder meeting held 2025-06-04, in the 2024-2025 proxy season, 286 asset managers reported how they voted in their SEC Form N-PX filings, covering 4,405 separate fund positions. Their filings are grouped here into 20 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 — Advisory Approval of Executive Officer Compensation (Say on Pay). — FOR was 98% 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: CARS.COM INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission (filing date not recorded for this item).

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