22 unchanged sentences
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Balance Sheets of Cars.com Inc.
−Removed: as of December 31, 2019 and 2018, the related Consolidated and Combined Statements of (Loss) Income, Comprehensive (Loss) Income, Stockholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2019, and the related notes and financial statement schedule listed in the index at Item 15(a) (2) and our report dated February 26, 2020 expressed an unqualified opinion thereon.
+Added: as of December 31, 2020 and 2019, the related Consolidated Statements of (Loss) Income, Comprehensive (Loss) Income, Stockholders’ Equity and Cash Flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the index at Item 15(a) (2) and our report dated February 25, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
10 unchanged sentences
A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
4 unchanged sentences
February 25, 2021
−Removed: Other I nformation.
−Removed: On February 11, 2020, the Board of Directors established that the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) will be held on Thursday, May 14, 2020 at 9:00 a.m., Central Time.
−Removed: The record date for the determination of stockholders of the Company entitled to receive notice of and to vote at the 2020 Annual Meeting is the close of business on Monday, March 16, 2020.
−Removed: The Company announced the date of the 2020 Annual Meeting, the record date for the 2020 Annual Meeting date and following information regarding stockholder nominations and proposals on a Current Report on Form 8-K, dated February 11, 2020, filed with the SEC.
−Removed: To be considered for inclusion in this year’s proxy materials for the 2020 Annual Meeting, stockholder proposals must have been submitted in writing by February 21, 2020.
−Removed: In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2020 Annual Meeting must also comply with the Bylaws and all applicable rules and regulations promulgated by the SEC under the Exchange Act.
−Removed: Additionally, any stockholder who intended to submit a proposal regarding a director nomination or who intended to submit a proposal regarding any other matter of business at the 2020 Annual Meeting to be included in the Company’s proxy materials for the 2020 Annual Meeting must have also ensured that notice of any such nomination or proposal (including any additional information specified in the Bylaws) was received by the Corporate Secretary at the Company’s principal executive offices on or before the close of business on February 21, 2020.
−Removed: The February 21, 2020 deadline also applies in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c)(1) of the Exchange Act.
Directors, Executive Officers and Corporate Governance.
14 unchanged sentences
Schedule II-Valuation and Qualifying Accounts for the years ended December 31, 2020, 2019 and 2018.
−Removed: All other schedules are omitted because they are not applicable, not required or the required information is shown in the Consolidated and Combined Financial Statements or notes thereto.
+Added: All other schedules are omitted because they are not applicable, not required or the required information is shown in the Consolidated Financial Statements or notes thereto.
The exhibits required by this item are listed in the Exhibit Index which immediately precedes the exhibits filed with this Form 10-K and is incorporated herein by this reference.
9 unchanged sentences
Description of Securities
+Added: Indenture, dated October 30, 2020, among Cars.com Inc., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Cars.com Inc.
+Added: on October 30, 2020)
+Added: Form of 6.375% Senior Note due 2028 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by Cars.com Inc.
+Added: on October 30, 2020)
Transition Services Agreement by and between TEGNA Inc.
1 unchanged sentence
(incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No.
−Removed: Tax Matters Agreement by and between TEGNA Inc.
−Removed: and Cars.com Inc.
−Removed: (incorporated by reference to Exhibit 10.2 to Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No.
Employee Matters Agreement by and between TEGNA Inc.
3 unchanged sentences
First Amendment to Credit Agreement dated as of October 4, 2019 among Cars.com Inc., the Subsidiary Guarantors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on October 7, 2019, File No.
+Added: Second Amendment to Credit Agreement, dated as of June 15, 2020, by and among Cars.com Inc., each lender from time to time party thereto, the other parties party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on June 16, 2020, File No.
+Added: Third Amendment to Credit Agreement, dated October 30, 2020, among Cars.com Inc., each lender from time to time party thereto, the other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on October 30, 2020)
Cars.com Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.4 of Cars.com Inc.’s Form 8-K filed on June 5, 2017, File No.
6 unchanged sentences
Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.2 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed May 10, 2019, File No.
+Added: Exhibit Description
Cars.com Inc.
5 unchanged sentences
Form of 2017 Employee Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.4 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed June 20, 2017, File No.
−Removed: Exhibit Description
Form of 2018 Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.17 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No.
Form of Performance Based Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.18 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No.
+Added: F orm of 2020 Employee Restricted Stock Unit Award Agreement (2020) issued under the Cars.com Inc.
+Added: Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed May 6, 2020, File No.
+Added: Form of Employee Option Award Agreement issued under the Cars.com Inc.
+Added: Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.2 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed May 6, 2020, File No.
+Added: Form of 2020 Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.2 to Cars.com Inc.’s Quarterly Report on Form 10-Q filed on July 30, 2020, File No.
Letter Agreement, dated as of November 2, 2016, between Cars.com, LLC and Alex Vetter (incorporated by reference to Exhibit 10.14 of Amendment No.
4 unchanged sentences
Letter Agreement, dated as of July 9, 2018, between Cars.com, LLC and Doug Miller (incorporated herein by reference to Exhibit 10.27 to Cars.com Inc.’s Annual Report on Form 10-K filed February 28, 2019, File No.
+Added: Employment Offer Letter, dated May 15, 2020, between Cars.com, LLC and Sonia Jain (incorporated by reference to Exhibit 10.1 to Cars.com Inc.’s Form 8-K filed on June 18, 2020, File No.
Subsidiaries of Cars.com Inc.
2 unchanged sentences
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Exhibit Description
Certification of Principal Executive Officer Pursuant to 18 U.S.C.
12 unchanged sentences
Management contract or compensatory plan or arrangement.
−Removed: Form 10-K Sum mary.
+Added: Form 10-K Summary.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
3 unchanged sentences
February 25, 2021
−Removed: /s/ Jeanette Tomy
−Removed: Jeanette Tomy
+Added: /s/ Sonia Jain
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
−Removed: President and Chief Executive Officer
+Added: Director, President and Chief Executive Officer
February 25, 2021
(Principal Executive Officer)
−Removed: /s/ Jeanette Tomy
+Added: /s/ Sonia Jain
Chief Financial Officer
February 25, 2021
−Removed: Jeanette Tomy
(Principal Financial Officer and Principal Accounting Officer)
28 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.