UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

of the Securities Exchange Act of 1934 (Amendment

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Cars.com Inc.

CARS.COM INC.

(Name of Registrantregistrant as Specified In Its Charter)specified in its charter)

(Name of Person(s) Filing Proxy Statement,person(s) filing proxy statement, if other than the Registrant)registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Cars.com Inc. 300 S. Riverside Plaza, Suite 1000 Chicago, Illinois 60606

Letter from our Chairman

Cars.com Inc.

300 S. Riverside Plaza, Suite 1000Dear Fellow Stockholders:

Chicago, Illinois 60606

NoticeOn behalf of 2021 Annual Meetingthe Board of Stockholders

WeDirectors and the senior management team, we are pleased to invite you to join the 20212023 Annual Meeting of Stockholders (the “Annual Meeting”) of Cars.com Inc. (the “Company,” “our,” “us” or “we”), which will take placebe held virtually on June 7, 2023, beginning at 9:00 a.m., Central Time,Time. You may join at www.virtualshareholdermeeting.com/CARS2023.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote online, by telephone or by mail as soon as possible to ensure your vote is recorded promptly.

During the Annual Meeting, you will also have the opportunity to vote on Wednesday, June 9, 2021. This year’s meeting is a virtual meeting at:matters set forth in the accompanying Proxy Statement, as well as have the opportunity to ask questions.

Date:Wednesday, June 9, 2021

Time:9:00 a.m., Central TimeOn behalf of the Board of Directors, I thank you for your investment and continued support of Cars.com, and I look forward to working with my fellow directors and the management team to drive growth and sustainable long-term value for all our stockholders in 2023 and beyond.

Virtual

Sincerely, 

Scott E. Forbes

Chairman of the Board of Directors

Cars.com Inc.  2023 Proxy Statement

Notice of 2023 Annual Meeting Site:  http://www.virtualshareholdermeeting.com/CARS2021.of Stockholders

If

To our stockholders, you planare invited to attend the Annual Meeting please note the procedures described under “How can I participate in the Annual Meeting?” on page 3 of the proxy statement.Stockholders of Cars.com Inc. (the “Annual Meeting”).

The purposes of

At the Annual Meeting, are to:we will ask you to consider the following proposals as more fully explained in the accompanying Proxy Statement:

Items of Business		1. Board Recommendation
	elect a boardElection of eleven directors named in this proxy statement; Proxy Statement (Page 20)	“FOR”

2.

ratifyRatification of the appointment of Ernst & Young LLP anas our independent registered public accounting firm as our independent certified public accountants for the fiscal year 2021; 2023 (Page 59)

“FOR”

3.

approve on a non-binding advisory basis the compensationAdvisory approval of our Named Executive Officers (as defined below); and Officer compensation (Page 62)

“FOR”

4.

transact any other business that may properly come before the meeting or any postponements or adjournments thereof.

Only

In addition, at the Annual Meeting we will conduct any other business that may properly come before the meeting.

While all stockholders are invited to attend the Annual Meeting, only stockholders of record as of the close of business on April 12, 202111, 2023, are entitled to receive notice of, to attend and to vote at the Annual Meeting or any postponements or adjournments of the Annual Meeting. The Annual Meeting will be a completely virtual meeting. All stockholders are cordially invited to attend the Annual Meeting by live webcast. You will not be able to attend the Annual Meeting in person.

We

WE ENCOURAGE YOU TO READ THE 2023 PROXY STATEMENT CAREFULLY AND TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.

To reduce cost and environmental concerns, we have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish their proxy materials over the Internet. Beginning on or aboutWe will begin mailing our stockholders of record as of April 30, 2021,11, 2023, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed to our stockholders of record as ofon or about April 12, 2021. In addition,29, 2023. Additionally, the proxy statement,Proxy Statement, the proxy or voting instruction card, and our 20202023 Annual Report to Stockholders are available at www.proxyvote.com. As more fully described in the Notice, all stockholders may choose to access these materials electronically or may request printed or emailed copies.

---

It is extremely important that your shares be represented and voted at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. It is extremely important that your shares be represented and voted at the Annual Meeting. You are urged to follow the instructions in the proxy cardto vote by mail, telephone or via the Internet. Voting now will not limit your right to change your vote or to attend the Annual Meeting. If you attend and vote electronically at the Annual Meeting, your vote will replace any earlier vote. If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you received from the holder of record in order to vote your shares. Please note

Cars.com Inc.  2023 Proxy Statement

Cars.com Inc.  2023 Proxy Statement

Table of Contents

i

User Guide

General Information

Meeting Agenda

Additional InformationCars.com Inc.  2023 Proxy Statement

Forward Looking Statements

Questions

All forward-looking statements are subject to risks and Answers about the Meetinguncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations or estimates reflected in such forward-looking statements are disclosed under “Risk Factors” and Voting

Why am I being provided these proxy materials?

We are providing these proxy materials to holders of shares of Cars.com Inc. common stock, par value $0.01 per share,“Forward-Looking Statements” in connection with the solicitation of proxies by our Board for the 2021 Annual Meeting of Stockholders to be held on June 9, 2021 at 9:00 a.m., Central Time, and at any postponement(s) or adjournment(s) thereof. The proxy materials include our Notice of Annual Meeting of Stockholders, this proxy statement and our 2020 Annual Report. These materials also include the proxy card for the Annual Meeting. Proxy cards are being solicited on behalf of our Board. The proxy materials include detailed information about the matters that will be discussed and voted on at the Annual Meeting and provide updated information about our Company that you should consider in order to make an informed decision when voting your shares.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a full set of printed proxy materials?

In accordance with the “Notice and Access” rules adopted by the SEC, we are delivering proxy materials to many stockholders via the Internet instead of mailing printed copies of the proxy materials to each stockholder. Using this method of distribution, we sent a Notice of Internet Availability of Proxy Materials to our stockholders on or about April 30, 2021. This Notice contains instructions for accessing and viewing our proxy materials via the Internet, voting your shares electronically and, if desired, requesting electronic or paper copies. Stockholders who have previously elected not to receive materials via the Internet will receive a copy of our proxy materials by mail.

How can I participate in the Annual Meeting?

Admission to the Annual Meeting is restricted to stockholders of record as of April 12, 2021 and/or their designated representatives.

For stockholders of record (i.e., shares held through the Company’s transfer agent, EQ Shareowner Services) as of the close of business on April 12, 2021 to participate in the virtual Annual Meeting, follow the instructions below:

For stockholders whose shares are held through an intermediary (i.e., shares held through a bank or broker or other nominee), to participate in the virtual Annual Meeting, follow the instructions below:

Will I be able to ask a question at the Annual Meeting?

We will hold a question-and-answer session with management immediately following the conclusion of the business to be conducted at the Annual Meeting.

You may submit a question at any time during the meeting by visiting http://www.virtualshareholdermeeting.com/CARS2021 . The Chair of the meeting has broad authority to conduct the Annual Meeting in an orderly manner, including establishing rules of conduct. A copy of the rules of conduct will be available online at the Annual Meeting.

What if I have technical difficulties or trouble accessing the virtual meeting website during the check-in time or during the Annual Meeting?

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 1-844-986-0822 (domestic) or 303-562-9302 (international) for assistance.

How many shares must be present to hold the Annual Meeting?

The representation, virtually or by proxy, of a majority of the issued and outstanding shares of common stock entitled to vote at the Annual Meeting constitutes a quorum. Under our Amended and Restated Certificate of Incorporation, our Amended and Restated Bylaws and Delaware law, abstentions and “broker non-votes” are counted as present in determining whether the quorum requirement is satisfied. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

How can I vote my shares?

As of April 12, 2021, 68,633,229 shares of our common stock, par value $0.01 per share, were outstanding. Our common stock constitutes our only outstanding class of voting securities. As a holder of our common stock, you are entitled to one vote for each share held.

If you are a stockholder of record, you may vote by proxy in three convenient ways: by telephone (1‑800-690-6903), via the Internet (www.proxyvote.com) or by signing and returning the proxy card in the pre-paid envelope provided if you received a paper copy of the proxy card. Simply follow the instructions provided on the proxy card. Stockholders of record may also vote their shares at the Annual Meeting by casting a ballot as instructed during the Annual Meeting.

If your shares are held in street name, please refer to the voting instructions provided by your bank, broker or other nominee to direct it how to vote your shares. Your vote is important. Follow the instructions from your nominee included with our proxy materials or contact your nominee to request a proxy form. To vote at the Annual Meeting, you must obtain a legal proxy from your nominee. Whether or not you plan to attend the Annual Meeting, we urge you to vote using your voting instruction card to ensure that your vote is counted.

What is a proxy?

It is your legal designation of another person to vote matters transacted at the Annual Meeting based upon the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. Our proxy card

designates each of Sonia Jain, our Chief Financial Officer, and Jim Rogers, our Chief Legal Officer, as proxies for the Annual Meeting.

If I submit a proxy, how will my shares be voted?

By giving us your proxy, you authorize the individuals named as the proxies on the proxy card to vote your shares in accordance with the instructions you provide. You may vote “FOR ALL”, or “WITHHOLD ALL” or “FOR ALL EXCEPT” to withhold authority to vote for any or all of the director candidates on Proposal 1; “FOR”, “AGAINST”, or “ABSTAIN” on Proposals 2 and 3. If you vote by telephone or via the Internet, you must indicate how you wish to vote on each item.

If you sign and return a proxy card without indicating your instructions, your shares will be voted:

The individuals named as proxies to vote your shares will also have the discretionary authority to vote your shares, to the extent permitted by Rule14a-4(c) under the Exchange Act, on any matter that is properly brought before the Annual Meeting. As of the date of this Proxy Statement, we knew of no other matters to be presented at the Annual Meeting.

If you are a beneficial owner of shares and do not instruct your bank, broker or other nominee how you want to vote, your shares may not be voted by a record holder and will not be considered as present and entitled to vote on any matter to be considered at the Annual Meeting. Accordingly, we urge you to give instructions to your bank, broker or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.

What is the difference between a stockholder of record and a stockholder who holds shares in street name?

If your shares are registered in your name, you are a stockholder of record. When you properly vote in accordance with the instructions provided in the proxy card, you are instructing the named proxies to vote your shares in the manner you indicate on your proxy.

If your shares are held in the name of your broker or other institution, which is usually the case if you hold your shares in a brokerage or similar account, your shares are held in street name. Your broker or other institution or its respective nominee is the stockholder of record for your shares. As the holder of record, only your broker, other institution or nominee is authorized to vote or grant a proxy for your shares. Accordingly, if you wish to vote your shares at the Annual Meeting, you must contact your broker or other institution to obtain a “legal proxy” granting you the authority to do so. When you properly vote in accordance with the instructions provided in the proxy card, you are giving your broker, other institution or nominee instructions on how to vote the shares they hold for you.

May my broker vote my shares for me?

Brokers and other nominees holding shares in street name for their customers are generally required to vote such shares in the manner instructed by their customers. In the absence of timely instruction from you, your broker or other nominee will have discretion to vote your shares on “routine” matters. Therefore, in the absence of timely instructions from you, your broker or other nominee may vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021 (Proposal 2), which is considered a routine matter.

However, if you do not instruct your broker or other nominee on how to vote your shares regarding the election of directors (Proposal 1) or regarding the non-binding advisory resolution approving our executive compensation (Proposal 3), then your shares may not be voted on these matters because neither is considered a routine matter. We urge you to instruct your broker or other nominee about how you wish your shares to be voted.

What are abstentions and broker non-votes?

An abstention occurs when a stockholder of record (which may be a broker or other nominee if you hold your shares in street name) is present at a meeting (or deemed present) but marks “Abstain” on one or more proposals.

A broker non-vote occurs when a broker or other nominee who holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the beneficial owner of the shares.

What is the record date and what does it mean?

The record date for the Annual Meeting is April 12, 2021. The record date is established by our Board as required by law and our Amended and Restated Bylaws. Owners of record of common stock at the close of business on the “record date” are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting and any adjournments or postponements of the meeting.

No stockholders becoming owners of record after the record date will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

What happens if I execute my proxy, but do not provide instructions on how I wish to vote?

Properly signed proxy cards received by the Corporate Secretary before the close of voting at the Annual Meeting will be voted according to the instructions provided. If a signed proxy card is returned without stockholder direction on a matter, the shares will be voted as recommended by the Board.

What matters will be voted on at the Annual Meeting, and what are the Board’s recommendations on the proposals?

We are seeking your input on the composition of our board of directors, on the ratification of the appointment of our auditor and a non-binding advisory resolution approving the compensation of our Named Executive Officers (Proposals 1, 2 and 3, respectively).

The Board recommends you vote:

“FOR” each of the eleven director nominees.

“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year 2021.

“FOR” a non-binding advisory resolution approving our Named Executive Officer compensation.

So far as we are aware, only the above matters will be acted upon at the Annual Meeting. If any other matters properly come before the Annual Meeting, the proxy may be voted on such other matters in accordance with the best judgment of the person or persons voting the proxy.

How many votes are needed to approve the proposals, and what is the effect of broker non-votes or abstentions?

Proposal 1: Election of Directors

In order to be elected as a director, a director nominee must receive the affirmative vote of a majority of the votes cast for the election of directors. If a director nominee does not receive this majority vote, they are not elected.

As discussed above, if your broker holds your shares, your broker is not entitled to vote your shares on this proposal without your instruction. Votes withheld and broker non-votes will have no effect on the outcome of the election of directors.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The affirmative vote of the holders of a majority of the shares represented virtually or by proxy is required to ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company’s independent certified public accountants for fiscal year 2021. Votes may be cast “For” or “Against” this proposal, or a stockholder may abstain from voting. Abstentions will have the effect of a negative vote. If you are a beneficial owner of shares registered in the name of your broker or other nominee and you fail to provide instructions to your broker or nominee as to how to vote your shares on Proposal 2, your broker or nominee will have the discretion to vote your shares on Proposal 2. Therefore, we do not expect any broker non-votes on Proposal 2. However, if you do not provide voting instructions and your broker or nominee fails to vote your shares, this will have the effect of a negative vote.

Proposal 3: Non-Binding Advisory Vote Approving the Compensation of our Named Executive Officers

The non-binding advisory resolution approving the compensation of our Named Executive Officers is advisory and is not binding on the Company, the Board or the Compensation Committee. However, the Compensation Committee will consider the outcome of the vote on this proposal when making future executive compensation decisions. Approval of this proposal requires a majority of the shares represented virtually or by proxy. Votes may be cast “For” or “Against’ this proposal or a stockholder may “abstain” from voting. Abstentions will have the effect of a negative vote.

As discussed above, if your broker holds your shares, your broker is not entitled to vote your shares on this proposal without your instruction. Broker non-votes will have no effect on the outcome of this proposal.

Other Items

If any other item requiring a stockholder vote should come before the meeting, the vote required will be determined in accordance with applicable law, the rules of the New York Stock Exchange (the “NYSE”), our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws.

For additional information on how your shares will be voted, see “If I submit a proxy, how will my shares be voted?” above.

May I revoke my proxy or change my vote?

If your shares are registered in your name, you may revoke your proxy and change your vote prior to the completion of voting at the Annual Meeting by:

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be published in a Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the Annual Meeting. The final voting results, which are tallied and certified by an Inspector of Elections, will be published as soon as possible thereafter.

Who is paying for the preparation of the proxy materials, and how will solicitations be made?

The Company will pay the expenses of soliciting proxies including the cost of preparing and mailing, as applicable, the Notice of Internet Availability of Proxy Materials and this Notice of Annual Meeting of Stockholders and Proxy Statement. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, mail, electronic transmission, facsimile transmission or telegram. The Company will request brokerage houses and other custodians, nominees, and fiduciaries to forward soliciting material on our behalf to stockholders, and the Company will reimburse such institutions for their out-of-pocket expenses incurred.

In addition to mail and email, proxies may be solicited directly, in person or by telephone, mail, electronic transmission, facsimile transmission or telegram, by certain of our directors, officers and employees without special compensation, other than reimbursement for expenses.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials from the Company?

If you receive more than one Notice from the Company, this means that you have multiple accounts holding shares. These may include accounts with our transfer agent, EQ Shareowner Services, shares held by the administrator of our employee stock purchase plan and accounts with a broker, bank or other holder of record. In order to vote all of the shares held by you in multiple accounts, you will need to vote the shares held in each account separately. Please follow the voting instructions provided on each proxy card that you receive to ensure that all of your shares are voted.

Can stockholders and other interested parties communicate directly with the Board?

Yes. We invite stockholders and other interested parties to communicate directly and confidentially with the Board, the non-executive directors as a group or any individual director by writing to any of these groups or individuals at c/o Cars.com Inc., Attention: Chairman of the Board, 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606. The Chairman of our Board will relay the communication to the full Board, director group or individual director as appropriate. See “Corporate Governance –Communications with All Interested Parties.”

How can I obtain a stockholder list?

A list of stockholders entitled to vote at the Annual Meeting will be open to examination by any stockholder, for any purpose germane to the Annual Meeting, during normal business hours for a period of 10 days prior to the Annual Meeting and during the Annual Meeting.

What is “householding”?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name will receive only one Notice or, if paper copies are requested, will receive only one copy of our 2020 Annual Report on Form 10-K10-K.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement unless one or more of these stockholders notifies us that they wishdocument.

Corporate Governance

Corporate governance at CARS is designed to receive multiple copies. This procedure will reduce our printing costs and postage fees. If any stockholder residing at such an address wishes to receive a separate Notice or copypromote the long-term interests of our 2020 Annual Report on Form 10-K or this proxy statement or would like to receive separate copiesstockholders, strengthen Board and management accountability, provide strategic oversight and risk assessment, and engender public trust.

Key Governance Practices

	10 of 11 of our directors are independent (91%)		No Poison Pill
	Independent Chair of the Board		Stock Ownership and Retention Policy for our non-employee directors and executive officers
	All Board committees are comprised of independent directors and are chaired by independent directors		Executive Compensation Clawback Policy
	Separate Chair and CEO		Prohibition on hedging and restrictions on pledging CARS’ common stock
	All directors elected by stockholders annually		One class of common stock, with each share carrying equal voting rights (a “one-share, one-vote” standard)
	Majority Voting Standard in Director Elections, and directors not receiving majority support must tender their resignation for consideration by the Board		Annual Board and committee evaluations
	An executive session for non-executive directors is included on the agenda of every regular Board meeting and regular committee meeting		Annual “Say-on-Pay” Advisory Vote

Board Leadership Structure

The Board regularly evaluates the leadership structure of our future Notices or annual reports or proxy statements, he or sheCARS and may contact our Corporate Secretary at Cars.com Inc., 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606 or by calling our Corporate Secretary at (312) 601-5000.

Proposal 1: Election of Directors

General

consider alternative structures, as appropriate, over time. The director nominees have the relevant skills and experience and are accordingly well-positioned to serve our CompanyBoard believes that CARS and our stockholders. Accordingly, our Board unanimously recommends that you vote “FOR” the election of each of the nominees.

Properly executed proxies will be voted as marked. Unmarked proxies will be voted in favor of electing the persons named below (each of whom is now a director) as directors to serve until the 2022 Annual Meeting of Stockholders and until their successorsstockholders are duly elected and qualified.

It is expected that all nominees proposed by our Board will be able to serve on the board of directors if elected. However, if before the election one or more nominees are unable to serve or for good cause will not serve (a situation that we do not anticipate), the proxy holders will vote the proxies for the remaining nominees and for substitute nominees chosenbest served by the Board (unlessretaining discretion to determine the appropriate leadership structure. The Board reducesalso believes that the numbercurrent structure, which separates the Chair and CEO roles, is appropriate. In particular, this structure clarifies the individual roles and responsibilities of directors to be elected). If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statementCEO and to serve if elected,Chair, streamlines decision-making, and includes certain biographical and other information about such nominees required by the rules of the SEC.enhances accountability.

If you have any questions or require any assistance with voting your shares, please contact our Corporate Secretary

The Chair has robust responsibilities including:

Cars.com Inc., 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606 or by calling our Corporate Secretary at (312) 601-5000.  2023 Proxy Statement

Our Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. Director Independence

The Board is currently composedbelieves that a majority of eleven directors, ten of whom areits members should be independent. In evaluating the nominees for theThe Board, the Board andled by the Environmental, Social and Governance Committee (the “ESG(“ESG Committee”), which was previously namedevaluates the Nominatingindependence of its members at least annually, and Corporateat other appropriate times when a change in circumstances could potentially impact the independence or effectiveness of one or more directors (such as in connection with a change in employment status or other significant status changes). After carefully considering all relevant relationships, the Environmental, Social and Governance Committee took into account the qualities they seek for directors, as discussed below under “Board Governance” and the directors’ individual qualifications, skills, and experience in conjunction with the objective of having a Board with diverse backgrounds that enable the directors to effectively and productively contribute to the Board’s oversight of the Company. 

Our Board represents a wide range of backgrounds, reflecting our commitment to racial, ethnic and gender diversity. We believe our diversity of experiences, perspectives, and skills contributes to the Board’s effectiveness in managing risk and providing guidance that positions the Company for long-term success in a dynamically changing business environment. We believe that diverse representation expands the Board’s understanding of the needs and viewpoints of our customers, partners, employees, governments, and other stakeholders.

10

Our directors have significant combined experience serving companies that have built industry-leading online brands, including:

Our Board has deep experience in online marketing and e-commerce, including directors having experience in executive positions with specific responsibility for digital customer strategies and online brand positioning at Best Buy, Office Depot, Kohl’s and AT&T and in the automotive industry as a dealer owner-operator, a previous Chief Marketing Officer at AutoNation, Inc. and founder of Cars.com Inc.

Finally, our Board has an extensive background in capital markets and mergers and acquisitions. Several directors have first-hand experience with mergers, acquisitions, consolidations and divestitures within various companies, and one of our directors was a Senior Managing Director in the M&A group at The Blackstone Group, one of the world’s leading investment firms.

Our Board is well-positioned to deliver on our goal of becoming the largest digital automotive marketplace and platform powering innovative solutions and frictionless omni-channel experiences for buyers and sellers.

11

Meet the Nominees

Below are summaries of the principal occupation, business experience, background, and key skills and qualifications of each of the nominees. The key skills and qualifications are not intended to be an exhaustive list of each nominee’s skills or contributionssubmits its recommendations regarding independence to the Board, but ratherwhich then makes a determination with respect to each director.

The Board has affirmatively determined that all non-executive directors are independent as defined by the specific skills and qualifications that led to the conclusion that such person should serve as a director of the Company.

Scott Forbes (Chairman)

12

Jerri DeVard

13

Jill Greenthal

14

Thomas Hale

15

Michael Kelly

16

Donald A. McGovern, Jr.

17

Greg Revelle

18

Jenell R. Ross

19

Bala Subramanian

20

T. Alex Vetter

21

Bryan Wiener

22

Stockholder Approval Required

In order to be elected as a director, each director nominee must receive the affirmative vote of a majority of the votes cast for the election of directors. If a director nominee does not receive this majority vote, he or she is not elected.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH AND ALL OF THE NOMINEES TO THE BOARD OF DIRECTORS.

If you have any questions or require any assistance with voting your shares, please contact our Corporate Secretary at Cars.com Inc., 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606 or by calling our Corporate Secretary at (312) 601-5000.

Board Governance

Director Independence

Our Board’s categorical standards of director independence are consistent with NYSE listing standards and are available in the Company’s Corporate Governance Guidelines onSecurities Exchange Act of 1934, as amended. Mr. Vetter, our website at investor.cars.com under “Governance – Governance Documents.” Our Board has determined that all ten non-executive directors (Scott, Jerri, Jill, Tom, Mike, Don, Greg, Jenell, BalaCEO, is the only employee director and Bryan) meet these standards and areis not independent directors for purposesbecause of his employment with CARS. The Chair of the NYSE listing standards. Our Board does not consider Alex, our Chief Executive Officer, to be independent. Allis independent and all current members of the Audit Committee, Compensation Committee, and ESG Committee are independent.

Board Size

The Board sets the number of directors from time to time by resolution adopted by a majority of the Board. The ESG Committee reassesses the suitability of the Board’s size at least annually. The Board has the flexibility to increase or decrease the size of the Board as circumstances warrant. There are currently 11 members of the Board, comprised of 10 independent, non-executive directors and the CEO.

Board Tenure and Refreshment

We routinely assess the composition of our Board to ensure we have the right combination of attributes, experiences, qualifications, and skills to maximize the Board’s potential. We believe CARS, our employees, and our stockholders benefit from both the continuity of longer-tenured directors and complemented by the fresh perspectives of newer directors. CARS does not currently have a specific term limit or a set retirement age for directors. CARS’ policy regarding director tenure and retirement is determined on a case-by-case basis depending upon various factors, including the age and experience of the director and history of service on the Board. The average tenure of our directors is less than six years as of the date of the Annual Meeting, and our most recent director joined the Board in 2021.

Meeting Attendance

We expect directors to attend all

During 2022, our Board held five meetings, the Audit Committee held eight meetings, the Compensation Committee held five meetings and the ESG Committee held four meetings. Each director attended more than 75% of the total meetings of the Board and the committees on which they serve.the director served. Nine directors attended the 2022 Annual Meeting of Stockholders.

Executive Sessions

Executive sessions of non-employee directors are held in connection with regularly scheduled Board meetings and at other times as necessary and are chaired by the Chair. Our Board’s practice is to hold executive sessions without the presence of management, including the CEO. Our committees also generally meet in executive session at the end of committee meetings and are chaired by the respective committee chairs.

Cars.com Inc.  2023 Proxy Statement

Director Service on Outside Boards and Other Commitments

While our directors bring a wealth of business and strategic experience from other business affiliations to our Board, each director is expected to ensure that other existing and future commitments, including employment responsibilities and service on other public company boards, does not materially interfere or conflict with service as a director on our Board. The ESG Committee regularly reviews directors’ outside commitments for conflicts of interest and may not consent to a director’s acceptance of an additional directorship as a condition of continued service on our Board. We do not have any directors that serve as executive chair of any public company while serving on more than two external public company boards or any directors who serve on more than five public company boards. We do not believe that any of our directors have been or are overboarded.

Board Oversight Roles

Strategic Oversight

One of the Board’s key responsibilities is overseeing management’s development and execution of CARS’ business strategy. Throughout the year, our CEO and executive officers provide detailed business and strategy updates to the Board. The Board held seven meetings in 2020. During fiscal year 2020engages with our CEO and executive officers regarding various strategic topics, including business operating strategy and initiatives, capital allocation, the competitive landscape, industry and economic trends, talent and culture (including the benefits of experience that comes from a diverse and inclusive board), environmental, social, and governance matters, and regulatory developments. Additionally, on an annual basis, the Board reviews and approves CARS’ financial plans. While the Board oversees our strategic planning process, management is responsible for day-to-day operations and executing our strategy.

Risk Oversight

Our business faces various risks, including strategic, financial, legal, operational, and accounting risks. Identifying, managing and mitigating our exposure to these risks and effectively overseeing the risk management process is critical to our operational decision-making and annual planning processes. While management is responsible for the day-to-day management and mitigation of risk, our Board, acting directly and through its committees, is responsible for the oversight of our risk management. As part of our overall risk oversight framework, our committees also oversee certain categories of risk associated with their respective areas of responsibility. Each committee regularly reports to the Board on its risk oversight activities and invites all incumbent directors attended over 75%members of the aggregate numberBoard to committee meetings for the discussion of meetingsrisks that the chair of that committee believes will benefit non-committee member directors.

Cars.com Inc.  2023 Proxy Statement

Our committees are charged with specific areas of risk oversight, summarized below.

Board of Directors
Overall identification, management and mitigation of risk, with a focus on strategic risks
Audit Committee		Compensation Committee		Environmental, Social, and Governance Committee
Oversees CARS’ financial statements, compliance with legal and regulatory requirements and corporate policies and controls, including controls over financial reporting, information security and cybersecurity, and the independent auditor and internal audit function.		Oversees CARS’ compensation plans, including employee and director equity grants as well as senior management organization and succession planning.		Oversees key non-financial regulatory risks; management policies and programs relating to environmental, social, and governance matters, including those related to sustainability and climate change, diversity and inclusion, Board effectiveness and independence, adherence to our corporate governance guidelines; and other corporate governance matters.
Management
●     Responsible for the day-to-day management and mitigation of risk ●     Provides reports to the Board, the Audit Committee, and any other appropriate committee regarding key risks and the actions management has taken to monitor, control, and mitigate risks ●     Discusses and provides updates on business performance and progress on strategic plan

To learn more about risks facing CARS, you can review the risks described in Item 1A. Risk Factors in the 2022 Annual Report on Form 10-K. The risks described in Form 10-K are not the only risks facing CARS. Additional risks and uncertainties also may materially adversely affect our business, financial condition or results of operations in future periods.

Cars.com Inc.  2023 Proxy Statement

Cybersecurity and Information Security Risk Oversight

Our Board and the Audit Committee oversee CARS’ management of cybersecurity and information security risk. The Board and the Audit Committee receive presentations and regular reports throughout the year from management on the effectiveness of CARS’ overall cybersecurity program, CARS’ inherent cybersecurity risks, updates on recent cybersecurity threats and incidents, policies and practices, industry trends, regulatory developments, threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external cybersecurity threats. We have taken the following steps to address cybersecurity and information security risks:

Oversight of Environmental, Social and Governance

Board Committees

Our Board has three committees: the Audit Committee, the Compensation Committee, and the ESG Committee. Each Committee Chair meets regularly with management during the year to discuss committee business, develop agendas, and facilitate efficient meetings. Each Committee operates under a written charter, a current copy of which is available on our Investor Relations website at investor.cars.com.

Committee Membership

Name	Audit Committee	Compensation Committee	ESG Committee
Scott Forbes		Chair
Jerri DeVard
Jill Greenthal			Chair
Thomas Hale
Michael Kelly
Donald A. McGovern Jr.	Chair
Greg Revelle
Jenell Ross
Bala Subramanian
Alex Vetter
Bryan Wiener

Cars.com Inc.  2023 Proxy Statement

Information about our Committees

Audit Committee Highlights

Cars.com Inc.  2023 Proxy Statement

Whistleblower Hotline

Cars.com Inc.  2023 Proxy Statement

Compensation Committee Highlights

Cars.com Inc.  2023 Proxy Statement

Environmental, Social and Governance Highlights

Environmental

●     Climate Risk Assessment. CARS conducted a climate risk assessment to better understand the types of climate-related risks that are most salient for our business. This assessment reviewed CARS’ exposure to these risks as well as the systems in place to mitigate these risks. Overall, it was determined that CARS has a low risk of significant business impacts related to climate change. ●      Increased Electric Vehicle Editorial Content. CARS drove education and awareness of electric vehicles through increased editorial content on our Cars.com website, resulting in over six million visits to the Cars.com website. ●      CARS Carbon Cashback. CARS launched a campaign that awards a $1,500 grant to CARS employees who purchased an all-electric vehicle from any of CARS’ dealer customers between January 1, 2022 – December 31, 2022.

Cars.com Inc.  2023 Proxy Statement

Cars.com Inc.  2023 Proxy Statement

Building a Diverse and Inclusive Workforce

Corporate Governance Documents

Code of Conduct

Our credibility and reputation depend upon the good judgment, ethical behavior and personal integrity of each director, executive officer and employee. Unethical or illegal business conduct destroys trust, exposes us to legal liability and significant financial loss, and damages the very reputation for excellence we have worked hard to build. The Code of Conduct embodies our expectations on several topics including conflicts of interest, fair dealing, compliance with laws, rules, and regulations, protection of company assets, and protection of confidential information. Employees are expected to report any conduct that they served. Seven directors attendedbelieve in good faith to be an actual or apparent violation of our Code of Conduct.

We regularly review our Code of Conduct and related policies to ensure that they provide clear guidance. Additionally, to foster a strong culture of compliance and ethics, we conduct annual compliance training for all employees, which covers areas such as our Code of Conduct, insider trading, anti-harassment, employment discrimination and cybersecurity. Upon joining CARS and annually thereafter, our employees must complete the 2020 annual meeting of stockholders.required compliance training.

Board Leadership Structure

The roles of ChairmanCars.com Inc.  2023 Proxy Statement

Governance Guidelines of the Board of Directors

The Board has adopted Corporate Governance Guidelines to serve as a framework to aid the Board in effectively conducting its business. The Corporate Governance Guidelines cover many of the policies and CEO are separate. Wepractices discussed in this Proxy Statement. The ESG Committee reviews the Corporate Governance Guidelines annually and recommends changes to the Board for consideration and approval as necessary or appropriate in response to changing regulatory requirements, evolving best practices and other considerations.

Insider Trading Policy

Our Insider Trading Policy prohibits all CARS directors, executive officers and employees from trading in CARS securities while in possession of material, non-public information about CARS, and from trading any CARS derivatives (e.g., put or call options), engaging in short sales or otherwise engaging in hedging activities, and pledging of CARS securities.

Where to Find Governance Documents

CARS is committed to strong corporate governance, and we believe this structure: (i) promotes balance between the Board’s independent authoritythat it is essential to overseecreating long-term stockholder value. Aligned with that belief, our business, on the one hand,Board has adopted company-wide corporate governance policies and the CEOworks with management to review and our management team who manage the businessrevise as appropriate on a day-to-dayperiodic basis onto ensure that the other hand;policies reflect our corporate governance objectives and (ii) allowsbest practices. Please visit the CEOGovernance section of our website at https://investor.cars.com/ to focus his time and energy on operating and managing the Companylearn more about our corporate governance practices and to leverageaccess the experiences and perspectivesfollowing material:

Cars.com Inc.  2023 Proxy Statement

Proposal One:
Election of Directors

The Board, acting upon the recommendation of the ChairmanESG Committee, has nominated the following 11 directors for reelection to the Board.

Each of the Board.

The duties of the Chairman include:

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Our Corporate Governance Guidelines provide that the independent directors meet in regularly scheduled executive sessions withoutdirector nominees possess the relevant skills and capacity to provide effective oversight of the business and counsel to management whichto advance our directors have regularly done.long-term strategy and oversee the interests of our stockholders.

Further information on the Board’s composition, as well as each nominee’s qualifications and relevant experience, are provided on the following pages.

VOTE

The Board, upon recommendation of the ESG Committee, unanimously recommends that stockholders vote FOR the election of each of the nominees for director.

Cars.com Inc.  2023 Proxy Statement

Director Nomination Process

Our Board believes that an appropriate balance of skills, attributes and experience is important for an effective board of directors. The ESG Committee is responsible for establishing director qualification criteria and identifying the key competencies, skills and desired areas of expertise for the Board as a whole.Board. When evaluating potential directors for nomination to the Board, the ESG Committee considers:considers, among other factors, the candidate’s: (i) whether the candidate has demonstrated ability, as evidenced by significant accomplishment in his or herthe candidate’s field, an ability to contribute meaningfully to the Board’s oversight of theCARS’ business and affairs of the Company;affairs; (ii) the candidate’s reputation for honesty and ethical conduct in his or herthe candidate’s personal and professional activities; (iii) the candidate’s specific experience and skills, industry background and knowledge relevant to theCARS’ strategic needs of the Company;needs; and (iv) diversity of experience and perspectives, including diversity with respect to race, gender, sexual orientation, ethnicity, background and areas of expertise, and (v) other factors it deems relevant. expertise.

The ESG Committee believes that diversity, background, and experience are all relevant to the strategic requirementsa board composed of a successful business and seeks directors who represent a mix ofdiverse backgrounds and experiences that will enhance the quality of the Board’s discussions and decision-making process.

process and expand the Board’s understanding of the needs and viewpoints of our customers, partners, employees and other stakeholders. The ESG Committee regularly reviews and evaluates the Board’s composition to determine whether the Board requires skills or experience not currently represented on the Board. In 2020 the ESG Committee retained a third-party search firm to assist in identifying and evaluating candidates meeting the profile of a director with relevant auto industry experience that would also add further diversity on the Board. As a result of that proactive search, the Board appointed Jenell as a director in April 2021.

In the event that,If, as part of its ongoing review and evaluation, the ESG Committee or the Board determines that it requires any additional directors, the Company’sCARS’ bylaws permit the Board to expand the size of the Board of Directors and appoint persons to fill any resulting vacancies without the need for stockholder action.

The ESG Committee will consider candidates for our Board recommended by our stockholders for election at the Annual Meeting. Nominations of candidates for our Board by our stockholders for consideration at the Annual Meeting are subject to the deadlines and other requirements described under “Miscellaneous - Stockholder Proposals.”the Questions and Answers about the Annual Meeting section.

24Board Composition and Experience

Board Diversity and Tenure

Our Board recognizes the value of diverse opinions, perspectives, personal and professional experiences, and backgrounds, including gender, race, ethnicity, and country of origin. We believe the judgment and perspectives offered by a diverse board of directors improves the quality of decision-making and enhances CARS’ business performance. CARS is committed to having a Board and a workforce that reflects the world in which it operates, its stockholders and its customers. Currently, our Board is composed of 73% men and 27% women. Our Board is also 73% White (8), 18% African American (2), and 9% Asian (1). 55% of our Board is under the age of 60, 36% between the ages of 60 and 70, and 9% is over 70 years old.

Cars.com Inc.  2023 Proxy Statement

Skills Matrix

The Board believes that the combination of backgrounds, skills, and experiences has produced a Board that is well-equipped to exercise oversight responsibilities on behalf of CARS’ stockholders. The following tables highlight the key skills, qualifications, experiences, and diversity attributes that each director nominee brings to our Board. The skills matrix is a summary, and it is not intended to be a complete description of all the key skills, qualifications, attributes, and experience of each director. Nominees developed competencies in these skills through education, direct experience, and oversight responsibilities.

	Forbes	DeVard	Greenthal	Hale	Kelly	McGovern	Revelle	Ross	Subramanian	Vetter	Wiener
EXECUTIVE LEADERSHIP EXPERIENCE
Public or Private Company CEO Experience
Executive Leadership
RELEVANT BUSINESS EXPERIENCE
Marketplace
Digital/Internet
Marketing/ Advertising
Automotive/Retail
Strategic Planning
Cybersecurity and Information Technology
FINANCIAL EXPERIENCE
SEC Financial Expert
Capital Markets/ M&A
Risk Management

CommitteesBoard Evaluations

The Board recognizes that a robust and constructive evaluation process is an essential part of good corporate governance and board effectiveness. As such, the Board

Our Board has three standing committees:conducts an annual evaluation process intended to determine whether the Audit Committee, the Compensation Committee,Board, each of its committees, and the ESG Committee. The charter of each standing committee is available, free of charge, on our Investor Relations website at investor.cars.com under “Governance – Governance Documents.”

Audit Committee

The Audit Committee assists our Board in its oversight of the integrity of our financial statements and the qualifications, independence and performance of our independent auditor. The Audit Committee has discretion to appoint annually our independent auditor, to evaluate its independence and performanceindividual directors are functioning effectively, and to set clear hiring policies forprovide the independent auditor’s employees or former employees.

The Audit Committee’s responsibilities include the following:

The current members of the Audit Committee are Don (Chair), Jill, Tom, Mike, Greg, Jenell and Bala, each of whom our Board has determined to be “independent” under the NYSE corporate governance rules and Rule 10A-3(b)(1) under the Securities Exchange Act. Jill was re-elected to the Audit Committee in March of 2021 and Jenell was appointed in April of 2021.effectiveness. Our Board has determined that each member of the Audit Committee meets the NYSE’s financial literacy requirements and that Don qualifies as an “audit committee financial expert” under SEC rules. The Audit Committee met nine times in 2020.

Compensation Committee

The Compensation Committee discharges our Board’s responsibilities relating to compensation of the Company’s directors, executives, and senior officers and has overall responsibility for oversight of the

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Company’s compensation plans, policies, and programs. The Compensation Committee’s duties and responsibilities include reviewing and approving on an annual basis corporate goals and objectives relevant to compensation of the CEO and other members of the executive team as well as approving all grants of equity-related compensation. The Compensation Committee, together with the ESG Committee, reviews the Company’s Organization and Succession Plan at least annually.

The current members of the Compensation Committee are Scott (Chair), Jerri, Mike, Don, Greg, Bala, and Bryan. Our Board has determined that each member of the Compensation Committee meets the independence requirements of the SEC as well as those of the NYSE. The Compensation Committee met four times in 2020. The Compensation Committee also held one joint meeting with the ESG Committee in 2020.

The Compensation Committee has primary responsibility for administering our Omnibus Incentive Compensation Plan and in that roleevaluation process is responsible for approving equity grants to employees.

The Compensation Committee also oversees the organization plan and senior officer succession planning in consultation with the ESG Committee.

Under its charter, the Compensation Committee may, in its sole discretion, retain or obtain advice of a compensation consultant, independent legal counsel, or other adviser. The Compensation Committee is directly responsible for the appointment, compensation and oversight of any such consultant, counsel or adviser, and the Company shall provide appropriate funding for payment of reasonable compensation to any such consultant, counsel or adviser, as determined by the Compensation Committee. In selecting a consultant, counsel, or adviser, the Compensation Committee evaluates its independence.

During 2020, the Compensation Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its consultant to advise it on executive compensation matters for which Meridian received customary fees. Meridian’s work included providing guidance regarding the treatment of equity compensation awards and related matters. After considering factors used by the Compensation Committee to evaluate independence, the Compensation Committee determined that Meridian is an independent compensation consultant in accordance with applicable SEC and NYSE rules.

Meridian participates in Compensation Committee meetings as requestedled by the Chair of the Compensation CommitteeBoard and communicates directlythe ESG Committee. This evaluation is intended to elicit the views of all directors about Board effectiveness, areas of improvement, collaboration with management, current business strategy and whether steps should be taken to improve the performance of the Board and its committees. The evaluation has taken a variety of forms including written surveys and interviews conducted by the Chair of the Compensation Committee outside of meetings. Meridian has provided the following services to the Compensation Committee:

Environmental, Social and Governance Committee

Board. The ESG Committee assists our Board in fulfilling its oversight responsibilities relating to our environmental, social and governance (“ESG”) matters, including:

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The ESG Committee, together with the Compensation Committee reviews the Company’s Organization and Succession Plan at least annually.

The current members of the ESG Committeeresults are Jill (Chair), Scott, Jerri, Tom, Jenell and Bryan, all of whom have been determined by the Board to be “independent” under the NYSE corporate governance rules. Jenell was appointed to the ESG Committee in April of 2021. The ESG Committee met three times in 2020. The ESG Committee also held one joint meeting with the Compensation Committee in 2020.

Corporate Governance

The Board’s Role in Risk Oversight

Our business faces various risks, including strategic, financial, legal, operational, and accounting risks. Identifying, managing and mitigating our exposure to these risks and effectively overseeing this process is critical to our operational decision-making and annual planning processes. While management is responsible for the day-to-day management and mitigation of risk, our Board has the ultimate responsibility for risk oversight. Management reviews and discusses risks with the Board as part of the business and operating review conducted at each of the regular meetings of the Board.

While the Board has primary responsibility for overseeing the Company’s risk management, each committee of the Board also considers risk within its area of responsibility. Each committee regularly reports back to the Board on its risk oversight activities and invites the Board to committee meetings for the discussion of risks that the chair of that committee believes will benefit non-committee member directors. The Audit Committee has primary oversight of our risk assessment and financial risk management, including financial reporting, internal control and compliance risks and also oversees risks arising from related-party transactions, data privacy and security (including cybersecurity), business continuity and operations. At least quarterly, the Audit Committee meets separately with our internal auditor and representatives from our independent auditor. In addition, management regularly reports to the Audit Committee on litigation and regulatory developments, our compliance with the Sarbanes-Oxley Act of 2002, as amended, cybersecurity and other corporate compliance policies. The Compensation Committee reviews risks arising from our compensation programs generally, and our executive compensation programs in particular. The ESG Committee oversees risks related to our governance structure, succession planning and our policies, practices and positions to further our ESG responsibilities.

Compensation and Risk

The Company has undertaken a risk review of the Company’s employee compensation plans and arrangements in which our employees (including our executive officers) participate, to determine whether these plans and arrangements have any features that might create undue risks or encourage unnecessary and excessive risk-taking that could threaten the value of the Company. In our review, we considered numerous factors and design elements that manage and mitigate risk, without diminishing the effect of the incentive nature of compensation, including the following:

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Based on our review, we concluded that any potential risks arising from our employee compensation programs, including our executive programs, are not reasonably likely to have a material adverse effect on the Company.

Communications with All Interested Parties

If a stockholder or any interested party has any concern, question or complaint regarding any accounting, auditing, or internal controls matter, any issues arising under our Code of Conduct or any other matter that he or she wishes to communicate with the Board, the non-executive directors as a group, or any individual director, the stockholder or interested party may write to any of these groups or individuals at Cars.com Inc., Attention: Chairman of the Board, 300 S. Riverside Plaza, Suite 1000, Chicago, Illinois 60606. The Chairman of our Board will relay the communicationthen reported to the full Board, director group, or individual directorwhich considers the results and ways in which Board processes and effectiveness may be enhanced.

Cars.com Inc.  2023 Proxy Statement

2023 Director Nominees

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Cars.com Inc.  2023 Proxy Statement

Cars.com Inc.  2023 Proxy Statement

Cars.com Inc.  2023 Proxy Statement