Item 5.07 Submission of Matters to a Vote of Security Holders

On June 9, 2021, 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              52,516,127   2,419,181      4,445,959
Scott Forbes              52,188,070   2,747,238      4,445,959
Jill Greenthal            53,924,248   1,011,060      4,445,959
Thomas Hale               54,101,969     833,339      4,445,959
Michael Kelly             52,634,087   2,301,221      4,445,959
Donald A. McGovern, Jr.   52,633,053   2,302,255      4,445,959
Greg Revelle              52,633,442   2,301,866      4,445,959
Jenell R. Ross            54,216,659     718,649      4,445,959
Bala Subramanian          52,632,412   2,302,896      4,445,959
T. Alex Vetter            54,271,401     663,907      4,445,959
Bryan Wiener              52,521,910   2,413,398      4,445,959

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 2021 fiscal year. The results of the vote are set forth below:



   For       Against   Abstain
59,338,202   25,594    17,471

Proposal 3Advisory Votes on Executive Compensation

The Company's stockholders voted whether 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
24,731,475   29,447,701   756,132    4,445,959

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses