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    CARG   US1417881091


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CARGURUS, INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

06/16/2021 | 09:02am EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


On June 15, 2021, CarGurus, Inc. (the "Company") was informed by Anastasios Parafestas, a member of the Board of Directors of the Company (the "Board") and the Audit Committee of the Board (the "Audit Committee"), that he would resign his positions on the Board and Audit Committee, effective immediately. The resignation was not as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On June 15, 2021, the Board appointed Yvonne Hao to fill the vacancy created by Mr. Parafestas' resignation. Ms. Hao will serve as a Class II director of the Board. The terms of Class II directors expire at the Company's annual meeting of stockholders to be held in 2022 or upon the election and qualification of successor directors. Ms. Hao was also appointed to serve as a member of the Audit Committee. The Board has determined that Ms. Hao is an independent director and eligible to serve on the Audit Committee in accordance with applicable rules of the U.S. Securities and Exchange Commission (the "SEC") and the Nasdaq Stock Market.

Since July 2019, Ms. Hao has served as a Managing Director and Co-Founder of Cove Hill Partners, a private equity firm focused on partnering with outstanding management teams to build market-leading consumer and technology companies. Previously, from January 2017 until June 2019, she served as the Chief Operating Officer and Chief Financial Officer of PillPack, Inc. ("PillPack"), an online pharmaceutical delivery service that she helped sell successfully to Amazon. Prior to her role at PillPack, from 2008 to 2016, Ms. Hao held various positions at Bain Capital, LP ("Bain"), a global private investment firm, including as an Operating Partner as well as an interim executive officer and/or director of several portfolio companies. Since 2016, Ms. Hao has served as a member of the Board of Directors of Gentherm Incorporated ("Gentherm"), a publicly-traded developer of innovative thermal management technologies. In connection with her service on the Gentherm Board of Directors, Ms. Hao also serves as a member of Gentherm's Audit Committee and Mergers and Acquisitions Committee, and is the Chair of its Compensation Committee. She previously served as a member of the Board of Directors of Bombardier Recreational Products, a publicly-traded Canadian manufacturer of powersports vehicles, from 2011 until 2016. Ms. Hao holds a Bachelor of Arts degree from Williams College and a Master of Philosophy in Development Economics degree from Cambridge University.

Ms. Hao will be compensated in accordance with the Company's non-employee director compensation program, which is described in the Company's definitive proxy statement on Schedule 14A filed with the SEC on April 22, 2021. Pursuant to this compensation program, Ms. Hao will receive an annual cash retainer of $35,000 for her service on the Board and $9,000 for her service as a member of the Audit Committee. Such amounts will be prorated based on her expected service during the fiscal year. In addition, in connection with her appointment to the Board, Ms. Hao was awarded 6,183 restricted stock units ("RSUs") under the Company's Omnibus Incentive Compensation Plan (the "2017 Plan") and evidenced on the Company's standard RSU agreement for non-employee directors, a form of which has been previously filed with the SEC. The RSUs are subject to a service-based vesting requirement, vesting in full on June 15, 2022. In addition, the RSUs will vest in full upon a Change of Control (as defined in the 2017 Plan), provided that Ms. Hao continues to provide services to the Company until the effective date of such Change of Control.

Since the beginning of the Company's last fiscal year, the Company has not engaged in any transaction in which Ms. Hao had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended (the "Securities Act"). In addition, Ms. Hao and the Company will enter into the Company's standard indemnification agreement, a form of which has been previously filed with the SEC. No arrangement or understanding exists between Ms. Hao and any other person pursuant to which Ms. Hao was selected as a director of the Company.

Item 7.01 Regulation FD Disclosure.

A copy of the Company's press release announcing Ms. Hao's appointment to the Board is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 7.01 and in Exhibit 99.1 hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Description

99.1                Press Release of CarGurus, Inc., dated June 16, 2021.

104               Cover Page Interactive Data File (embedded with the Inline XBRL


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