UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Cars.com Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee paid previously on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Your Vote Counts! CARS.COM INC.2022 Annual MeetingVote by June 7, 202211:59 PM ET You invested in CARS.COM INC. and it’s time to vote!You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding theavailability of proxy material for the stockholder meeting to be held on June 8, 2022.Get informed before you voteView the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s)by requesting prior to May 25, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote Virtually at the Meeting*June 8, 20229:00 AM CDT Virtually at: www.virtualshareholdermeeting.com/CARS2022 *Please check the meeting materials for any special requirements for meeting attendance. Smartphone usersPoint your camera here and vote without entering a control number V1.1 For complete information and to vote, visit www.ProxyVote.comControl # D67674-P67939 CARS.COM INC.300 S. RIVERSIDE PLAZA, SUITE 1000CHICAGO, ILLINOIS 60606
Vote at www.ProxyVote.comTHIS IS NOT A VOTABLE BALLOTThis is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. Voting Items Board Recommends 1. Election of Directors Nominees:Jerri DeVardScott ForbesJill Greenthal 04)05)06) Thomas Hale Michael KellyDonald A. McGovern, Jr. 07)08)09) Greg Revelle Jenell R. RossBala Subramanian 10)11) T. Alex Vetter Bryan Wiener For 2. Ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent certified public accountants for fiscal year 2022. For 3. Non-binding advisory resolution approving the compensation of the Named Executive Officers. For NOTE: In their discretion, the proxy holders are authorized to vote upon such other business, if any, as may properly come before the meeting or any adjournment thereof. D67675-P67939