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CARGURUS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and CARGURUS INC.’s Form 8-K, filed June 6, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 6Ballot items
  • 284Asset managers
  • 2,079Fund votes
  • June 5, 2024Meeting date

Results at a glance

Meeting of June 5, 2024: 6 items on CARGURUS INC.’s Form 8-K, filed June 6, 2024: 3 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

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

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

Official 2023-2024 meeting results reported by CARGURUS INC.

These tallies are CARGURUS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 6, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CARGURUS INC. — official shareholder meeting results, meeting held June 5, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Lori Hickok 220,861,495---- 14,907,1147,341,273 94%Elected—
Elect Director: Greg Schwartz 191,394,286---- 44,374,3237,341,273 81%Elected—
Elect Director: Jason Trevisan 221,761,680---- 14,006,9297,341,273 94%Elected—
2. Ratification of Appointment of Independent Registered Public Accounting Firm 242,643,786305,261160,835 --0 99.8%Approved—
3. Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers 214,859,47420,734,957174,178 --7,341,273 91%Approved—
4. Amendment to Company's Fourth Amended and Restated Certificate of Incorporation 201,363,49334,266,312138,804 --7,341,273 85%Approved—

Source: CARGURUS INC., Form 8-K, filed with the SEC on June 6, 2024 — read the filing on EDGAR.

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

Each item below shows how the 284 asset managers that disclosed a CARGURUS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Greg Schwartz

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

81% Majority: yes · of votes cast

FOR 81%WITHHELD
FOR: 191,394,286WITHHELD: 44,374,323
Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Greg Schwartz

CARGURUS INC.’s own tally for this item (“Elect Director: Greg Schwartz”): 191,394,286 for, 44,374,323 withheld, per its Form 8-K filed June 6, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 – Election of Directors The stockholders elected the nominees named below to serve as the Class I directors for a term ending in 2027, or until their respective successors have been duly elected and qualified.”
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 15,655,310 for, 27,457,450 withheld, 425,725 abstained, 65,668 not voted.

FORWITHHOLD
FOR: 15,655,310ABSTAIN: 425,725WITHHOLD: 27,457,450NOT VOTED: 65,668
Largest asset managers voting on “To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Greg Schwartz” at CARGURUS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,933,3820 04,146,706Mixed
BlackRock00 09,484,887Withhold
Fidelity00 02,668,480Withhold
MERIDIAN FUND INC00 02,130,503Withhold
Dimensional00 01,741,729Withhold
Hartford1,596,9590 00For
Thrivent00 01,347,799Withhold
John Hancock1,330,9620 00For
State Street7,2900 01,034,284Withhold
Charles Schwab00 0918,467Withhold
GLENMEDE FUND INC00 0732,477Withhold
TOUCHSTONE STRATEGIC TRUST726,4110 00For
Federated Hermes415,8220 00For
Equitable136,1250 0261,297Mixed
Invesco330,3060 00For
Lincoln Financial193,8860 0119,480Mixed
American Century00 0261,862Withhold
TIAA00 0253,606Withhold
Allspring00 0236,904Withhold
Columbia Threadneedle00 0232,361Withhold
SEI00 0222,378Withhold
Prudential/PGIM212,2100 00For
AIG/SunAmerica00 0208,174Withhold
Jackson National00 201,8880Abstain
MML SERIES INVESTMENT FUND186,0640 00For

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

2. Elect Director: Jason Trevisan

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 221,761,680WITHHELD: 14,006,929
Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Jason Trevisan

CARGURUS INC.’s own tally for this item (“Elect Director: Jason Trevisan”): 221,761,680 for, 14,006,929 withheld, per its Form 8-K filed June 6, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 – Election of Directors The stockholders elected the nominees named below to serve as the Class I directors for a term ending in 2027, or until their respective successors have been duly elected and qualified.”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 37,843,281 for, 5,333,605 withheld, 361,599 abstained, 65,668 not voted.

FOR
FOR: 37,843,281ABSTAIN: 361,599WITHHOLD: 5,333,605NOT VOTED: 65,668
Largest asset managers voting on “To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Jason Trevisan” at CARGURUS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard14,080,0880 00For
BlackRock9,484,8870 00For
Fidelity2,668,4800 00For
MERIDIAN FUND INC2,130,5030 00For
Dimensional00 01,741,729Withhold
Hartford1,596,9590 00For
Thrivent00 01,347,799Withhold
John Hancock1,330,9620 00For
State Street1,029,4250 012,149For
Charles Schwab918,4670 00For
GLENMEDE FUND INC00 0732,477Withhold
TOUCHSTONE STRATEGIC TRUST726,4110 00For
Federated Hermes415,8220 00For
Equitable397,4220 00For
Invesco330,3060 00For
Lincoln Financial271,8860 041,480Mixed
American Century00 0261,862Withhold
TIAA253,6060 00For
Allspring00 0236,904Withhold
Columbia Threadneedle232,3610 00For
SEI222,3780 00For
Prudential/PGIM212,2100 00For
AIG/SunAmerica00 0208,174Withhold
Jackson National00 201,8880Abstain
MML SERIES INVESTMENT FUND186,0640 00For

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

3. Elect Director: Lori Hickok

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 220,861,495WITHHELD: 14,907,114
Details: description as filed, official tally, votes by 88 asset managers

Description as filed by funds: To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Lori Hickok

CARGURUS INC.’s own tally for this item (“Elect Director: Lori Hickok”): 220,861,495 for, 14,907,114 withheld, per its Form 8-K filed June 6, 2024 (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.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 – Election of Directors The stockholders elected the nominees named below to serve as the Class I directors for a term ending in 2027, or until their respective successors have been duly elected and qualified.”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 37,284,836 for, 5,892,050 withheld, 361,599 abstained, 65,668 not voted.

FOR
FOR: 37,284,836ABSTAIN: 361,599WITHHOLD: 5,892,050NOT VOTED: 65,668
Largest asset managers voting on “To elect three Class I directors to hold office until the 2027 Annual Meeting of Stockholders: Lori Hickok” at CARGURUS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard14,080,0880 00For
BlackRock9,484,8870 00For
Fidelity2,668,4800 00For
MERIDIAN FUND INC2,130,5030 00For
Dimensional00 01,741,729Withhold
Hartford1,596,9590 00For
Thrivent00 01,347,799Withhold
John Hancock1,330,9620 00For
State Street1,029,4250 012,149For
Charles Schwab918,4670 00For
GLENMEDE FUND INC00 0732,477Withhold
TOUCHSTONE STRATEGIC TRUST726,4110 00For
Federated Hermes415,8220 00For
Equitable283,6120 0113,810Mixed
Invesco330,3060 00For
Lincoln Financial271,8860 041,480Mixed
American Century00 0261,862Withhold
TIAA00 0253,606Withhold
Allspring00 0236,904Withhold
Columbia Threadneedle232,3610 00For
SEI222,3780 00For
Prudential/PGIM212,2100 00For
AIG/SunAmerica00 0208,174Withhold
Jackson National00 201,8880Abstain
MML SERIES INVESTMENT FUND186,0640 00For

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

4. 4. Amendment to Company's Fourth Amended and Restated Certificate of Incorporation

Official resultOTHERReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

85% Approved · of votes cast

FOR 85%AGAINST
FOR: 201,363,493AGAINST: 34,266,312
Details: description as filed, official tally, votes by 90 asset managers

Description as filed by funds: TO APPROVE AN AMENDMENT TO OUR FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION.

CARGURUS INC.’s own tally for this item (“4. Amendment to Company's Fourth Amended and Restated Certificate of Incorporation”): 201,363,493 for, 34,266,312 against — passed, per its Form 8-K filed June 6, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 4 – Amendment to Company's Fourth Amended and Restated Certificate of Incorporation The stockholders voted to approve the Amendment.”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 90 asset managers below reported 24,020,524 for, 19,497,370 against, 33,067 abstained.

FORAGAINST
FOR: 24,020,524AGAINST: 19,497,370ABSTAIN: 33,067
Largest asset managers voting on “TO APPROVE AN AMENDMENT TO OUR FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWAR” at CARGURUS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,933,3824,146,706 00Mixed
BlackRock9,484,8870 00For
Fidelity104,8772,563,603 00Against
MERIDIAN FUND INC02,130,503 00Against
Dimensional01,741,729 00Against
Hartford1,596,9590 00For
Thrivent01,347,799 00Against
John Hancock86,1911,244,771 00Mixed
State Street7,2901,034,284 00Against
Charles Schwab0918,467 00Against
GLENMEDE FUND INC0732,477 00Against
TOUCHSTONE STRATEGIC TRUST726,4110 00For
Federated Hermes415,8220 00For
Equitable283,612113,810 00Mixed
Invesco0330,306 00Against
Lincoln Financial193,886119,480 00Mixed
American Century0261,862 00Against
TIAA0253,606 00Against
Allspring0236,904 00Against
Columbia Threadneedle0232,361 00Against
SEI0222,378 00Against
Prudential/PGIM182,52429,686 00Mixed
AIG/SunAmerica0208,174 00Against
Jackson National0201,888 00Against
MML SERIES INVESTMENT FUND186,0640 00For

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

5. 3. Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

91% Approved · of votes cast

FOR 91%
FOR: 214,859,474AGAINST: 20,734,957
Details: description as filed, official tally, votes by 284 asset managers

Description as filed by funds: To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers for 2023.

CARGURUS INC.’s own tally for this item (“3. Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers”): 214,859,474 for, 20,734,957 against — passed, per its Form 8-K filed June 6, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 – Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers The stockholders voted to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 90 asset managers voting on “To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers for 20” at CARGURUS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard9,933,3824,146,706 00Mixed
BlackRock9,484,8870 00For
Fidelity2,030,221638,259 00Mixed
MERIDIAN FUND INC02,130,503 00Against
Dimensional01,741,729 00Against
Hartford01,596,959 00Against
Thrivent1,347,7990 00For
John Hancock1,244,77186,191 00Mixed
State Street1,041,5740 00For
Charles Schwab918,4670 00For
GLENMEDE FUND INC732,4770 00For
TOUCHSTONE STRATEGIC TRUST726,4110 00For
Federated Hermes415,8220 00For
Equitable261,297136,125 00Mixed
Invesco330,3060 00For
Lincoln Financial106,874206,492 00Mixed
American Century261,8620 00For
TIAA253,6060 00For
Allspring236,9040 00For
Columbia Threadneedle232,3610 00For
SEI0222,378 00Against
Prudential/PGIM0212,210 00Against
AIG/SunAmerica208,1740 00For
Jackson National0201,888 00Against
MML SERIES INVESTMENT FUND0186,064 00Against

Fund voting reports, all 90 managers: 31,379,843 for, 12,137,951 against, 33,067 abstained, 65,668 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 224 asset managers voting on “To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers for 20” at CARGURUS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
ArrowMark Colorado Holdings LLC08,177,257 00Against
Wellington05,678,568 00Against
Foxhaven Asset Management, LP5,015,1260 00For
BlackRock3,140,3831,453 00For
State Street2,731,4640 00For
John Hancock2,475,0930 00For
GEODE CAPITAL MANAGEMENT, LLC2,046,2310 00For
Man Group plc01,664,250 00Against
Thrivent1,373,5990 00For
Sunriver Management LLC1,165,4780 00For
Prevatt Capital Ltd1,150,0000 00For
Select Equity Group, L.P.1,115,8640 00For
Charles Schwab959,0690 00For
FORT WASHINGTON INVESTMENT ADVISORS INC /OH/914,9610 00For
Northern Trust910,69768 00For
PAR CAPITAL MANAGEMENT INC0877,245 00Against
AMERIPRISE FINANCIAL INC802,0820 00For
MELLON INVESTMENTS Corp0685,546 00Against
Putnam647,6600 00For
PRINCIPAL GLOBAL INVESTORS489,7850 00For
Federated Hermes450,7680 00For
Invesco388,4010 00For
Stewart Capital Advisors, LLC348,4960 00For
NORDEA INVESTMENT MANAGEMENT AB0306,312 00Against
AllianceBernstein300,6190 00For

Institutional-manager reports, all 224 managers: 29,792,348 for, 19,758,808 against, 95,944 abstained, 7,228 not voted. Showing the 25 largest; see all in the interactive database.

6. 2. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

99.8% Approved · of votes cast

FOR 99.8%
FOR: 242,643,786AGAINST: 305,261
Details: description as filed, official tally, votes by 91 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

CARGURUS INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 242,643,786 for, 305,261 against — passed, per its Form 8-K filed June 6, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm The stockholders ratified the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company's independent auditors for the year ending December 31, 2024.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 91 asset managers below reported 43,449,613 for, 68,281 against, 33,067 abstained, 65,668 not voted.

FOR
FOR: 43,449,613AGAINST: 68,281ABSTAIN: 33,067NOT VOTED: 65,668
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ” at CARGURUS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard14,080,0880 00For
BlackRock9,484,8870 00For
Fidelity2,668,4800 00For
MERIDIAN FUND INC2,130,5030 00For
Dimensional1,741,7290 00For
Hartford1,596,9590 00For
Thrivent1,347,7990 00For
John Hancock1,330,9620 00For
State Street1,040,804770 00For
Charles Schwab918,4670 00For
GLENMEDE FUND INC732,4770 00For
TOUCHSTONE STRATEGIC TRUST726,4110 00For
Federated Hermes415,8220 00For
Equitable397,4220 00For
Invesco330,3060 00For
Lincoln Financial313,3660 00For
American Century261,8620 00For
TIAA253,6060 00For
Allspring236,9040 00For
Columbia Threadneedle232,3610 00For
SEI222,3780 00For
Prudential/PGIM212,2100 00For
AIG/SunAmerica208,1740 00For
Jackson National201,8880 00For
MML SERIES INVESTMENT FUND186,0640 00For

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

Largest CARGURUS INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 107,174,812 shares outstanding at the time of that meeting.

Fund voting reports: top CARGURUS INC. shareholders by shares voted on “To approve, on a non-binding advisory basis, the compensation of the Company's named executive…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 13.14%
2BlackRock 8.85%
3Fidelity 2.49%
4MERIDIAN FUND INC 1.99%
5Dimensional 1.63%
6Hartford 1.49%
7Thrivent 1.26%
8John Hancock 1.24%
9State Street 0.97%
10Charles Schwab 0.86%
Institutional-manager reports: top CARGURUS INC. shareholders by shares voted on “To approve, on a non-binding advisory basis, the compensation of the Company's named executive…”, 2023-2024
#Asset manager % of shares outstanding
1ArrowMark Colorado Holdings LLC 7.63%
2Wellington 5.30%
3Foxhaven Asset Management, LP 4.68%
4BlackRock 2.93%
5State Street 2.55%
6John Hancock 2.31%
7GEODE CAPITAL MANAGEMENT, LLC 1.91%
8Man Group plc 1.55%
9Thrivent 1.28%
10Sunriver Management LLC 1.09%

Reported CARGURUS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

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

Percentages above are of 107,174,812 shares outstanding, as reported by CARGURUS INC. on its Form 10-K dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CARGURUS INC.’s 10-K dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At CARGURUS INC.'s shareholder meeting held June 5, 2024, in the 2023-2024 proxy season, 284 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 2,079 separate fund positions. On the most widely held item on that ballot — To approve, on a non-binding advisory basis, the compensation of the Company's named executive… — CARGURUS INC.'s filing reports the proposal as approved, with 91% support 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). Source: CARGURUS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 6, 2024.

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

Download data (CSV): ballot items · votes by manager · column guide.