Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On January 21, 2021, CarGurus, Inc. (the "Corporation") announced that (i)
Langley Steinert has transitioned from his role as Chief Executive Officer of
the Corporation to Executive Chairman of the board of directors of the
Corporation (the "Board"), (ii) Jason Trevisan, the Corporation's former Chief
Financial Officer, Treasurer, and President, International, has been appointed
to serve as the Corporation's Chief Executive Officer, and (iii) Scot Fredo, the
Corporation's former Senior Vice President, Financial Planning & Analysis, has
been appointed to serve as the Corporation's Chief Financial Officer and
Treasurer, in each case, effective January 18, 2021 (the "Effective Date").
In addition, the Board increased the size of the Board from seven members to
eight, and filled the newly created vacancy on the Board by appointing Mr.
Trevisan as a Class I director of the Corporation, with such appointment
becoming effective as of the Effective Date. Mr. Trevisan will serve as a
director of the Corporation until the Corporation's 2021 annual meeting of
stockholders, at which Mr. Trevisan will be nominated to stand for election to
the Board. The Board believes Mr. Trevisan is qualified to serve as a member of
the Board because of his extensive experience in the online marketplace industry
and his deep understanding of the Corporation's business as it has evolved over
time. No arrangement or understanding exists between Mr. Trevisan and any other
person pursuant to which Mr. Trevisan was selected as a director of the
Corporation.
As Executive Chairman, Mr. Steinert will continue to serve as Chairman of the
Board and, in addition to the responsibilities applicable to all other members
of the Board, Mr. Steinert will be responsible for, among other things: (i)
providing leadership and direction to, and facilitating the operations and
deliberations of, the Board, (ii) managing and presiding at Board and
shareholder meetings and ensuring the Board oversees key developments and issues
critical to the Corporation's business and strategy, (iii) coordinating with the
Board and the Chief Executive Officer to develop the strategy for the
Corporation's future operations and product development, to identify
opportunities for value-enhancing strategic initiatives and merger and
acquisition opportunities, and to provide guidance on the Corporation's annual
budget and capital allocation plans and (iv) acting as the principal liaison
between the members of the Board and the Chief Executive Officer.
In connection with his appointment as Chief Executive Officer, Mr. Trevisan
replaced Mr. Steinert as the Corporation's Principal Executive Officer. As Chief
Executive Officer, Mr. Trevisan will be responsible for overseeing the
Corporation's overall strategic direction, planning and execution.
In connection with his appointment as Chief Financial Officer, Mr. Fredo
replaced Mr. Trevisan as the Corporation's Principal Financial Officer. Prior to
his appointment as Chief Financial Officer, Mr. Fredo, age 52, had served as the
Corporation's Senior Vice President, Financial Planning & Analysis since January
2019, and from January 2016 through January 2019, Mr. Fredo served as the
Corporation's Vice President, Financial Planning & Analysis. Before joining
CarGurus, from May 2011 to January 2016, Mr. Fredo held the role of Director,
Financial Planning & Analysis at HubSpot, Inc., a publicly traded customer
relationship management platform. Mr. Fredo holds a Bachelor of Science degree
from Babson College and a Master of Business Administration degree from
Northeastern University.
In connection with Mr. Trevisan's appointment as the Corporation's Chief
Executive Officer and Principal Executive Officer, Yann Gellot, the
Corporation's Vice President, Finance & Accounting, replaced Mr. Trevisan as the
Corporation's Principal Accounting Officer. Mr. Gellot, age 49, has served as
the Corporation's Vice President, Finance & Accounting since June 2016. Prior to
joining the Corporation, from September 2014 to June 2016, Mr. Gellot served as
Vice President of Finance and Corporate Controller of Harvest Power, Inc., an
alternative energy company. From July 2005 to September 2014, Mr. Gellot also
served in various senior leadership roles at Dassault Systemes SE, a publicly
traded French software company. Mr. Gellot holds both a Bachelor of Science in
Business Administration degree and a Master of Business Administration degree
from Northeastern University.
In satisfaction of the disclosure required under Items 401(b), (d) and (e) of
Regulation S-K ("Regulation S-K") under the Securities Act of 1933, as amended
(the "Securities Act") with respect to Messrs. Steinert and Trevisan, the
section entitled "Board of Directors and Management" of the Corporation's Proxy
Statement filed with the Securities and Exchange Commission (the "SEC") on April
22, 2020, is incorporated by reference herein. Since the beginning of the
Corporation's last fiscal year, the Corporation has not engaged in any
transaction in which any of Messrs. Steinert, Trevisan, Fredo or Gellot had a
direct or indirect material interest within the meaning of Item 404(a) of
Regulation S-K. In addition, Messrs. Fredo and Gellot are entering into the
Corporation's standard indemnification agreement with the Corporation, a form of
which has been previously filed with the SEC.
The details of any arrangements called for by Item 5.02(c)(3) in connection with
the foregoing are not available as of the date hereof. Any such arrangements
will be the subject of an amended Current Report on Form 8-K that we file with
the SEC.
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Item 7.01 Regulation FD Disclosure.
A copy of the Corporation's press release announcing the foregoing is attached
to this Current Report on Form 8-K as Exhibit 99.1. Additionally, a copy of a
letter to the Corporation's shareholders from Mr. Steinert in connection with
the executive leadership transitions is furnished as Exhibit 99.2 to this
Current Report on Form 8-K.
The information in this Item 7.01 and in Exhibits 99.1 and 99.2 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 January 21, 2021.
99.2 Letter to the shareholders of CarGurus, Inc., dated January 21, 2021.
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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