Cars.com shareholders approve 4M share increase for omnibus plan; exculpation amendment effective

Cars.com Inc.

All 11 director nominees reelected; advisory vote on executive compensation passed 48.5M vs 1.1M.
Omnibus Incentive Compensation Plan amended: 4M additional shares authorized; term extended to June 2035; vote 35.9M for, 13.7M against.
Charter amended to provide officer exculpation under Delaware law; effective June 5, 2025; 46.5M for, 3.2M against.
Ratification of EY as auditor (58.5M for) and annual say-on-frequency vote approved.

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