---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-162512"
form_type: "8-K"
ticker: "CARG"
cik: "0001494259"
company_name: "CarGurus, Inc."
filed_at: "2023-06-07T23:59:59+00:00"
generated_at: "2026-06-14T05:46:01.753917+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# CarGurus shareholders elect Steinert, ratify EY, approve say-on-pay at 2023 annual meeting

## Summary
- Langley Steinert re-elected as Class III director with 180.6M votes for, 45.3M withheld.
- Ratification of Ernst & Young as independent auditor for FY2023: 232.9M for, 114.6K against.
- Non-binding advisory vote on executive compensation approved: 201.4M for, 24.4M against.
- All three proposals passed with large majorities; no significant dissent.

## SEC filing metadata
- accession: 0001193125-23-162512
- form_type: 8-K
- ticker: CARG
- cik: 0001494259
- company_name: CarGurus, Inc.
- filed_at: 2023-06-07T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1494259/000119312523162512/0001193125-23-162512-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1494259/000119312523162512/d498217d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-162512
- JSON: https://secwatch.observer/filing/0001193125-23-162512.json
- Plain text: https://secwatch.observer/filing/0001193125-23-162512.txt

## Key facts
- Shareholder Votes
  CarGurus, Inc. shareholders approved Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers at the 2023-06-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: 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. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 201,423,105 24,367,219 102,230 7,215,972
  evidence_url: https://www.sec.gov/Archives/edgar/data/1494259/000119312523162512/0001193125-23-162512-index.htm
- Shareholder Votes
  CarGurus, Inc. shareholders approved Election of Directors at the 2023-06-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: Proposal 1 – Election of Directors The stockholders elected the nominee named below to serve as a Class III director for a term ending in 2026, or until his successor has been duly elected and qualified. The results of such vote were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Langley Steinert 180,592,568 45,299,986 7,215,972
  evidence_url: https://www.sec.gov/Archives/edgar/data/1494259/000119312523162512/0001193125-23-162512-index.htm
- Shareholder Votes
  CarGurus, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-06
  source text: 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, 2023. The results of such vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 232,902,537 114,632 91,357 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1494259/000119312523162512/0001193125-23-162512-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.