Item 5.07 Submission of Matters to a Vote of Security Holders

On May 14, 2020, Cars.com Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). The matters submitted to the Company's stockholders at the Annual Meeting and the voting results are as follows:

Proposal 1Election of Directors



The Company's stockholders elected the following nominees as directors of the
Company, each to hold office until the next annual meeting of stockholders or
until his or her successor is elected and qualified, by the vote set forth
below:



Nominee                      For       Withheld    Broker Non-Votes
Jerri DeVard              52,471,058   2,114,824      6,302,265
Scott Forbes              51,748,418   2,837,464      6,302,265
Jill Greenthal            53,041,442   1,544,440      6,302,265
Thomas Hale               52,482,976   2,102,906      6,302,265
Michael Kelly             52,471,241   2,114,641      6,302,265
Donald A. McGovern, Jr.   52,470,524   2,115,358      6,302,265
Greg Revelle              52,471,829   2,114,053      6,302,265
Bala Subramanian          52,471,860   2,114,022      6,302,265
T. Alex Vetter            52,477,954   2,107,928      6,302,265
Bryan Wiener              50,016,980   4,568,902      6,302,265

Proposal 2Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2020 fiscal year. The results of the vote are set forth below:





   For       Against   Abstain
60,387,511   177,801   322,835

Proposal 3Advisory Votes on Executive Compensation

The Company's stockholders voted to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's proxy statement. The results of the vote are set forth below:





   For        Against    Abstain Broker Non-Votes
52,150,792   2,089,837   345,253    6,302,265

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