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

On April 12, 2021, the Board of Directors (the "Board") of Cars.com Inc. (the "Company"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from ten members to eleven members and appointed Jenell R. Ross to the Board, effective April 12, 2021. Jenell was also appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Board.

In accordance with the non-employee director compensation program described in the Company's most recent proxy statement, Jenell will receive an annual cash retainer of $75,000, payable quarterly, and an annual equity award, to be granted on or around the 2021 Annual Meeting of Stockholders, in the form of restricted stock units ("RSUs") with a grant date value equal to $150,000. Jenell will also receive a prorated amount of her annual cash retainer and grant of RSUs for her service from the date of her appointment through the 2021 Annual Meeting of Stockholders.

The Board determined that Jenell is "independent" in accordance with the New York Stock Exchange ("NYSE") corporate governance rules and the Securities Exchange Act of 1934, as amended, and that she further satisfies the heightened standard of independence to serve as a member of the Audit Committee and has been designated as "financially literate" as defined by the applicable rules of the NYSE. There is no arrangement or understanding between Jenell and any other persons pursuant to which Jenell was appointed as a director. There are no transactions or relationships between the Company and Jenell that are reportable under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company announcing the election of Jenell to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.



(d) Exhibits


Exhibit
No.       Exhibit

99.1        Cars.com Inc. Press Release, dated April 13, 2021

104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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