UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2022, Cars.com Inc. (the “Company” or “CARS”) announced the resignation of Sonia Jain, Chief Financial Officer, effective April 15, 2022, to pursue a new opportunity with a pre-IPO, venture capital-backed company. The Company has commenced a search for Sonia’s replacement, and she will assist in the transition of the Chief Financial Officer role until her departure from the Company. Sonia’s departure is not due to a dispute or disagreement with the Company.
Jandy Tomy, the Company’s Vice President, and Treasurer will serve as interim Chief Financial Officer effective immediately following Sonia’s departure. As of that date, Jandy will assume the duties of the Company’s principal financial officer and principal accounting officer until such time as her successor is appointed, or until her earlier resignation or removal.
Jandy, 49, has served as CARS’ Vice President, Treasurer since March 2017. Prior to that, Jandy worked for FTD Companies, Inc. (“FTD”), a floral and gifting company. Jandy held various financial and accounting roles at FTD beginning in 2000 and was the Vice President of Finance and Investor Relations from 2007 until joining CARS in 2017. Jandy earned her Bachelor of Science degree in Accountancy from the University of Illinois and has more than 20 years of public company experience.
In connection with her change in position, Jandy will receive a $28,811 monthly supplement to her existing base salary of $301,601 per annum, commencing upon April 15, 2022, and continuing until the end of 2022; however, any remaining unpaid monthly salary supplement shall become due and payable in a lump sum should the Company hire a permanent Chief Financial Officer other than Jandy prior to the end of 2022. If Jandy remains in the Chief Financial Officer role beyond the end of 2022, the monthly salary supplement will continue until the Chief Financial Officer role is ultimately filled. In addition to the salary enhancement bonus, Jandy will receive a one-time transition cash bonus of $129,650 paid effective the first payroll following her start date in the Chief Financial Officer position. Jandy also will receive a one-time equity grant of restricted stock units (RSUs) with a grant date value of $111,050. This special RSU grant will become effective upon formal approval by the Company's Compensation Committee and will have a one-year vesting period. The number of RSUs ultimately granted will be rounded to the nearest whole share based on the closing price of the Company’s stock on the grant date.
There is no family relationship between Jandy and any director or executive officer of the Company and she has no direct or indirect material interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure
On April 4, 2022, Cars.com Inc. issued a press release announcing the resignation of Chief Financial Officer Sonia Jain and the appointment of Jandy Tomy as interim Chief Financial Officer, effective April 15, 2022. In addition, the Company reaffirmed the previously communicated 2022 outlook made on February 24, 2022. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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104 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Cars.com Inc. |
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April 4, 2022 |
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/s/ James F. Rogers |
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James F. Rogers |
Exhibit 99.1
CARS Announces CFO Transition; Names Jandy Tomy Interim CFO
Company Reaffirms First Quarter and Annual 2022 Outlook
CHICAGO (April 4, 2022) – Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”), the leading automotive marketplace platform that provides a robust set of digital solutions, today announced the resignation of Sonia Jain, Chief Financial Officer, effective April 15, 2022. Jain will be leaving the Company to pursue a new opportunity with a pre-IPO, venture capital-backed company.
"On behalf of the CARS team, I want to thank Sonia for her contributions to the Company and wish her well in her new endeavor. She leaves behind a strong Finance organization and a deep bench of talented Finance executives," said Alex Vetter, Chief Executive Officer of CARS.
The Company has appointed Jandy Tomy, Vice President and Treasurer, to serve as interim CFO. Tomy has been at CARS since March 2017 and has more than 20 years of public company experience in various financial and accounting roles. She previously served as CARS CFO from Jan. 2020 through June 2020. A nationally-recognized search firm has been retained to fill the permanent CFO position.
“I look forward to collaborating with Jandy in her CFO role once again and leveraging her many years of CARS financial leadership as the Company’s strategy continues to deliver sustainable growth,” continued Vetter. “The Board and I are fortunate that Jandy is able to seamlessly step in and lead our talented Finance team during the search for a permanent CFO.”
CARS reaffirms the previously communicated first quarter and annual 2022 outlook made Feb. 24, 2022. Additionally, for the first quarter of 2022, the Company reports year-over-year and sequential quarterly growth in Dealer Customers.
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ABOUT CARS.COM INC.
CARS is the leading automotive marketplace platform that provides a robust set of digital solutions that connect car shoppers with sellers. Launched in 1998 with the flagship marketplace Cars.com and headquartered in Chicago, the Company empowers shoppers with the data, resources and digital tools needed to make informed buying decisions and seamlessly connect with automotive retailers. In a rapidly changing market, CARS enables dealerships and OEMs with innovative technical solutions and data-driven intelligence to better reach and influence ready-to-buy shoppers, increase inventory turn and gain market share.
In addition to Cars.com, CARS brands include Dealer Inspire, a technology provider building solutions that future-proof dealerships with more efficient operations and connected digital experiences; FUEL, which gives dealers and OEMs the opportunity to harness the untapped power of digital video by leveraging Cars.com's pure audience of in-market car shoppers, DealerRater, a leading car dealer review and reputation management platform, automotive fintech platform CreditIQ, and Accu-Trade, a leading provider of vehicle acquisition technology and valuation data.
Exhibit 99.1
The full suite of CARS properties includes Cars.com™, Dealer Inspire®, FUEL™, DealerRater®, CreditIQ™, Accu-Trade™, Auto.com™, PickupTrucks.com™ and NewCars.com®. For more information, visit www.Cars.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. Forward-looking statements include information concerning the Company's industry, Dealer Customers, results of operations, business strategies, plans and objectives, market potential, outlook, trends, future financial performance, planned operational and product improvements, potential strategic transactions, including the proposed acquisition of Accu-Trade, recent acquisitions, such as CreditIQ, liquidity, including draws from the Company's revolving credit facility, expense management and other matters and involve known and unknown risks that are difficult to predict. As a result, the Company's actual financial results, performance, achievements, strategic actions or prospects may differ materially from those expressed or implied by these forward-looking statements. These statements often include words such as "believe," "expect," "project," "anticipate," "outlook," "intend," "strategy," "plan," "estimate," "target," "seek," "will," "may," "would," "should," "could," "forecasts," "mission," "strive," "more," "goal" or similar expressions. Forward-looking statements are based on the Company's current expectations, beliefs, strategies, estimates, projections and assumptions, based on its experience in the industry as well as the Company's perceptions of historical trends, current conditions, expected future developments, current developments regarding the COVID-19 pandemic and other factors the Company thinks are appropriate. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are expressed in good faith and the Company believes these judgments are reasonable. However, you should understand that these statements are not guarantees of strategic action, performance or results. The Company's actual results and strategic actions could differ materially from those expressed in the forward-looking statements. Given these uncertainties, forward-looking statements should not be relied on in making investment decisions. Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data. Whether or not any such forward-looking statement is in fact achieved will depend on future events, some of which are beyond the Company's control.
Forward-looking statements are subject to a number of risks, uncertainties and other important factors, many of which are beyond the Company's control, that could cause its actual results and strategic actions to differ materially from those expressed in the forward-looking statements contained in this press release. For a detailed discussion of many of these and other risks and uncertainties, see the Company's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K and its other filings with the Securities and Exchange Commission, available on the Company's website at investor.cars.com or via EDGAR at www.sec.gov. All forward-looking statements contained in this press release are qualified by these cautionary statements. You should evaluate all forward-looking statements made in this press release in the context of these risks and uncertainties. The forward-looking statements contained in this press release are based only on information currently available to the Company and speak only as of the date of this press release. The Company undertakes no obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.
The forward-looking statements in this report are intended to be subject to the safe harbor protection provided by the federal securities laws.
Exhibit 99.1
CARS Investor Relations Contact:
Robbin Moore-Randolph
rmr@cars.com
312.601.5929
CARS Media Contact:
Marita Thomas
mthomas@cars.com
312.601.5692