CARGURUS INC. 2024-2025 Proxy Voting Records

Description as filed by funds: To elect two Class II directors to hold office until the 2028 Annual Meeting of Stockholders: Stephen Kaufer

CARGURUS INC.’s own tally for this item (“Elect Director: Stephen Kaufer”): 165,352,298 for, 48,850,249 withheld, per its Form 8-K filed June 5, 2025 (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 II directors for a term ending in 2028, or until their respective successors have been duly elected and qualified.”
Support: 77% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 97 asset managers below reported 14,818,621 for, 89,841 against, 14,720,529 withheld, 11,202,496 abstained, 66,840 not voted.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To elect two Class II directors to hold office until the 2028 Annual Meeting of Stockholders: Steven Conine

CARGURUS INC.’s own tally for this item (“Elect Director: Steven Conine”): 193,352,562 for, 20,849,985 withheld, per its Form 8-K filed June 5, 2025 (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 II directors for a term ending in 2028, or until their respective successors have been duly elected and qualified.”
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 97 asset managers below reported 32,340,810 for, 6,800,966 withheld, 1,689,710 abstained, 66,840 not voted.

Showing the 25 largest of 97 asset managers. See all 97 in the interactive database.

Description as filed by funds: To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers for 2024.

CARGURUS INC.’s own tally for this item (“3. Non-binding Advisory Vote to Approve the Compensation of the Company's Named Executive Officers”): 181,447,798 for, 31,726,836 against — passed, per its Form 8-K filed June 5, 2025 (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 for 2024.”
Support: 85% 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, all 98 managers: 21,531,033 for, 19,326,459 against, 7,354 abstained, 66,840 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 267 managers: 26,353,531 for, 19,394,412 against, 976,180 abstained, 75 not voted, 110,744 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To approve, on a non-binding advisory basis, the frequency with which to hold future advisory votes on the compensation of the Company's named executive officers.

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). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 94 managers: 154,598 for, 7,352 abstained, 39,338,888 1 year, 1,170,244 3 year, 2 2 year, 0 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 247 managers: 115,404 for, 523 against, 75 not voted, 43,142,387 1 year, 936,207 unknown, 241,108 3 year. Showing the 25 largest; see all in the interactive database.

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, 2025.

CARGURUS INC.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 220,157,198 for, 444,732 against — passed, per its Form 8-K filed June 5, 2025 (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, 2025.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 98 asset managers below reported 40,755,978 for, 68,210 against, 7,352 abstained, 66,840 not voted.

Showing the 25 largest of 98 asset managers. See all 98 in the interactive database.