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0001683606
0001683606
2020-06-18
2020-06-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 18, 2020
Date of Report (Date of earliest event reported)
Cars.com Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37869
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81-3693660
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(State or other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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300 S. Riverside Plaza, Suite 1000
Chicago, Illinois 60606
(Address of principal executive offices)
(312) 601-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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CARS
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New York Stock Exchange
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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.
Cars.com Inc. (the “Company” or “CARS”) appointed Sonia Jain, age 41, as Chief Financial Officer effective July 6, 2020.
Sonia has more than 10 years of retail, technology and financial management experience and previously served as Chief Financial Officer of Redbox Automated Retail LLC, overseeing finance, treasury, strategy & analytics, and M&A activities from September 2016 to June 2020. Prior to that, Sonia was with Outerwall, Inc. as Vice President, Finance & Treasurer from August 2012 to September 2016; as Senior Director Corporate Finance & Treasurer from May 2011 to August 2012; and as Director of Corporate Finance from August 2010 to May 2011. Prior to her roles at Outerwall, Sonia was an investment banker at Morgan Stanley from August 2007 to August 2010 and a consultant at McKinsey & Company from September 2003 to August 2005. Sonia is an MBA graduate of the Harvard Business School and holds a Master of Science in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology and an undergraduate degree in Electrical Engineering from Princeton University.
Sonia takes over from Jandy Tomy, who has served as Interim Chief Financial Officer of CARS since January 2020. Jandy will resume her Treasurer position as well as other finance responsibilities for the Company.
Pursuant to the terms of her offer letter, effective as of July 6, 2020 (the “Offer Letter”), Sonia will be paid an annual base salary of $480,000, a short-term annual cash incentive with a target of 100% of base salary, and a long-term annual equity incentive with a target of 275% of base salary. For 2020, her annual cash and equity incentives will be prorated based on her start date and her annual cash incentive will be calculated using Company performance factor of 100%. In addition, Sonia is eligible to receive a one-time grant of $850,000 restricted stock units and a one-time cash bonus of $250,000, each subject to certain conditions, including a clawback of the cash bonus during the first 12 months for voluntary termination or termination for cause. Upon Board approval, Sonia will be eligible to participate in the Executive Severance Plan and Change in Control Severance Plan. The equity awards will be granted under the Cars.com Inc. Omnibus Incentive Compensation Plan. Sonia will also be eligible to participate in all customary employee benefit plans or programs of the Company generally made available to the Company’s senior executive officers. Sonia has agreed to observe the Company’s standard confidentiality and restrictive covenant agreement and her employment is at-will and may be terminated at any time for any reason.
The foregoing description of the Offer Letter is not complete and is qualified in its entirety by reference to the Employment Offer Letter which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 5.02 in its entirety by reference.
There is no family relationship between Sonia 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 June 18, 2020 Cars.com Inc. issued a press release announcing the appointment of Sonia Jain as Chief Financial Officer, effective July 6, 2020. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
SIGNATURE
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 hereunto duly authorized.
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Cars.com Inc.
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Date: June 18, 2020
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By:
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/s/James F. Rogers
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James F. Rogers
Chief Legal Officer
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EXHIBIT 10.1
MAY 15, 2020
Sonia Jain
Subject: Offer Letter
Dear Sonia:
We are delighted by the prospect of you joining CARS. We are confident that as part of our team, you will help us achieve our goals as a premier digital media company.
In your role of Chief Financial Officer, you will report to Alex Vetter, Chief Executive Officer. Your first day will be July 6, 2020 (your “start date”), or a mutually agreed upon date as close to that as possible. Please be sure to bring your I-9 documentation on your first day and ask for Whitney Golden upon your arrival.
Core Cash Compensation and Benefits
Your annualized base compensation in this exempt position, as agreed, will be $480,000, To the extent that the Company-wide 10% salary reduction is still in force on your start date, your salary will also be reduced by 10% until such time as salaries are restored for executive team members generally. You will also be eligible to participate in our comprehensive benefits package including 23 days paid time off annually, which is also prorated and accrued based on your start date.
You will be eligible to participate in the company short term annual incentive plan (STIP) with a target annual percentage of 100% of your base salary. This plan will be a performance-based plan based on established company-wide criteria that the Compensation Committee approves. For 2020, we will guarantee a pro-rated award based on your start date calculated at 100% Company Performance Factor (CPF).
Core Annual Equity
We are also recommending you for a grant of Cars.com equity. The value of this award on the date of grant will be 275% of your base salary. For 2020, this equity award will be 100% Restricted Stock Units (“RSUs”) that vest 1/3 annually. In future years, this may be a combination of RSUs and performance-based restricted stock units (“PSUs”) or other forms of equity incentive vehicles. The number of RSUs and PSUs you receive will be rounded to the nearest whole share based on the closing price of Cars.com stock on the grant date. Any equity grant must be formally authorized by the Compensation Committee of our Board of Directors in accordance with our normal grant process for equity grants, which is typically granted quarterly for new hires. Please note that the incentive plans may be amended or terminated at any time.
One-Time Equity Award
In addition to the Core Annual Equity award, we will recommend a one-time new hire RSU award in the amount of
$850,000. This will be granted on the same day as the core annual equity and vest 1/3 annually.
One-Time Cash Sign On
We will provide you with a one-time cash bonus in the gross amount of $250,000 to be paid as soon as administratively possible after your start date. In the event that you either voluntarily terminate employment, or are terminated for poor performance or other performance-related reasons, within 12 months of your start date, you will be required to pay the amount to CARS within 60 days of your termination date as follows: 100% to be repaid if your departure occurs within the first six months of employment, 50% repayment if departure occurs within the second six months of employment.
After acceptance of this offer and clearance of the background check, you will receive an email from CARS Onboarding containing a link with log-in credentials for our onboarding website called Greenhouse Onboarding. This site will guide you through the process of completing your tasks prior to your first day, as well as give you the opportunity to learn more about our business. Upon receipt of your credentials, please log in and complete your task list. Within the task list are instructions on where to upload your signed offer letter and Restrictive Covenant Agreement. Please complete this at your earliest opportunity.
You have advised us that you are not subject to any noncompetition or other restrictions with your current employer that will limit your ability to perform as Chief Financial Officer.
Your initial new hire orientation is scheduled after your start date and will include a detailed review of our benefits and many other employee programs.
Sonia, we recognize that we will achieve success only by attracting and retaining the finest talent available. We are confident that you will find your work with CARS personally and professionally rewarding and that you will play a vital role in contributing to our future success.
Congratulations and welcome,
Chief People Officer
EXHIBIT 99.1
NEWS RELEASE
CARS Appoints Sonia Jain as Chief Financial Officer
CHICAGO, June 18, 2020 – Cars.com Inc. (NYSE: CARS) (“CARS” or the “Company”) today announced it has concluded its search for chief financial officer and has appointed Sonia Jain to the role effective July 6, 2020.
Sonia joins CARS from Redbox and has more than 10 years of retail, technology and financial management experience. At Redbox, she served as CFO overseeing finance, treasury, strategy and analytics, and mergers and acquisitions activities. Prior to Redbox, Sonia served as vice president, finance and treasurer with Outerwall. She was previously an investment banker at Morgan Stanley and a consultant at McKinsey & Co.
“I am excited to welcome Sonia to the CARS leadership team. She brings deep experience in the multichannel media distribution space and will ensure the continuation of strong financial and executive leadership within our organization,” said Alex Vetter, president and CEO of CARS. “Sonia joins the Company at a time when we have established a strong liquidity position and successfully amended our credit agreement to see us through the pandemic period and beyond. I look forward to partnering with Sonia as the Company builds on its successes realized during prior quarters and continues our quest for market leadership.”
Jandy Tomy has served as interim CFO of CARS since January 2020. Jandy will resume her treasurer position as well as other finance responsibilities for the Company consistent with her personal objectives.
“On behalf of the executive leadership team and the board, I would like to thank Jandy for stepping into the role of interim chief financial officer, assisting us in our search for a new CFO and her stellar performance during this unprecedented time. Jandy’s deft leadership at a critical juncture for the Company enabled us to quickly lower operating costs while continuing to serve car shoppers and sellers. Jandy’s understanding of our business and strong relationships with our lender banks was vital to modify the credit agreement to compensate for the essential stimulus relief we provided to our dealer customers in the second quarter. We are pleased that Jandy will continue to play an important role at CARS and remain engaged in the business,” said Vetter.
“I am eager to be joining CARS during this inflection point for the business,” said Jain. “Much has been accomplished by the Company during a period of strategic transformation. I look forward to supporting CARS in the ambitious pursuit of accelerating growth and market leadership.”
About CARS
CARS is a leading digital marketplace and solutions provider for the automotive industry that connects 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 2018, Cars.com acquired Dealer Inspire®, an innovative technology company building solutions that future-proof dealerships with more efficient operations, a faster and easier car buying process, and connected digital experiences that sell and service more vehicles.
CARS properties include Cars.com™, DealerRater®, DealerInspire®, Auto.com™, PickupTrucks.com™ and NewCars.com®. For more information, visit www.Cars.com.
CARS Media Contact:
Marita Thomas
mthomas@cars.com
312.601.5692
CARS Investor Relations Contact:
Kamal Hamid
khamid@cars.com
312.601.5110
[Source: Cars.com Inc]
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