UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2023
CarGurus, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-38233 | 04-3843478 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2 Canal Park, 4th Floor
Cambridge, Massachusetts 02141
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (617) 354-0068
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, par value $0.001 per share | CARG | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 1, 2023, the Board of Directors (the “Board”) of CarGurus, Inc. (the “Company”) approved an amendment and restatement of its amended and restated by-laws (as so amended and restated, the “By-laws”), effective immediately. The By-laws, among other things:
• | Eliminate the former requirement that the list of stockholders entitled to vote at a stockholder meeting also be made available during the actual meeting; |
• | Address adjournment of stockholder meetings relying on remote communication due to a technical failure; |
• | Revise and enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of proposals regarding other business at stockholders’ meetings, by: |
• | Requiring certain disclosures and representations relevant to the nomination or proposal from the (i) stockholder providing the notice of proposed business or director nomination, (ii) the beneficial owner of the Company’s capital stock, if different, on whose behalf the proposed business or director nomination, as applicable, is given, (iii) any affiliate or associate (as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such stockholder or beneficial owner, (iv) each person who is a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act) with any such stockholder or beneficial owner (or their respective affiliates and associates) or is otherwise acting in concert with any such stockholder or beneficial owner (or their respective affiliates and associates) with respect to the proposals or proposed nominations, as applicable, and (v) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A, or any successor instructions) with such stockholder or beneficial owner in the solicitation of proxies in respect of any proposed nominations or other business proposed to be brought before the Company’s stockholders (each, a “Proposing Stockholder”); |
• | Providing that if any Proposing Stockholder that intends to solicit proxies in support of any nominees other than the Company’s nominees provides the notice and information required by Rule 14a-19(b) under the Exchange Act, then such Proposing Stockholder, must at the Company’s request, provide to the Company, no later than five business days prior to the applicable meeting, reasonable evidence that it has met the requirements set forth in Rule 14a-19(a) of the Exchange Act to solicit the holders of shares of at least 67% of the voting power of shares entitled to vote on the election of directors and to include a statement to that effect in its proxy statement or form of proxy; and |
• | Providing that if any Proposing Stockholder fails to comply with the requirements of Rule 14a-19 under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Company that such requirements have been met), then the Company will disregard the nomination of each of the director nominees proposed by such Proposing Stockholder and any proxies or votes solicited for such nominees; |
• | Add an emergency by-law provision to provide clarity and authority to directors and certain officers during an emergency situation that would otherwise prevent a quorum of the Board or a committee of the Board from being achieved; and |
• | Make various other updates, including certain technical, conforming, and clarifying changes. |
The foregoing description of the By-laws is qualified in its entirety by reference to the complete text of the By-laws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
3.1 | Second Amended and Restated By-laws of the Registrant | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CARGURUS, INC. | ||||||
Date: August 4, 2023 | By: | /s/ Javier Zamora | ||||
Name: | Javier Zamora | |||||
Title: | General Counsel and Corporate Secretary |