Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2022, 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 1 Election 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              54,094,751   5,139,671      5,384,125
Scott Forbes              54,199,512   5,034,910      5,384,125
Jill Greenthal            53,375,825   5,858,597      5,384,125
Thomas Hale               55,916,109   3,318,313      5,384,125
Michael Kelly             56,123,355   3,111,067      5,384,125
Donald A. McGovern, Jr.   58,659,537    574,885       5,384,125
Greg Revelle              56,160,127   3,074,295      5,384,125
Jenell R. Ross            55,861,122   3,373,300      5,384,125
Bala Subramanian          56,038,327   3,196,095      5,384,125
T. Alex Vetter            58,832,643    401,779       5,384,125
Bryan Wiener              55,716,003   3,518,419      5,384,125

Proposal 2 Ratification 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 2022 fiscal year. The results of the vote are set forth below:



   For       Against   Abstain
64,338,438   263,558   16,551

Proposal 3 Advisory 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
51,684,261   4,987,134   2,563,027    5,384,125

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

© Edgar Online, source Glimpses