Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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.
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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
document).
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