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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
 
October 12, 2020
TrueCar, Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-36449 04-3807511
(State or other jurisdiction of
incorporation)
 (Commission File Number) (IRS Employer
Identification No.)

120 Broadway, Suite 200
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
 
(800) 200-2000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
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 (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareTRUEThe Nasdaq Global Select Market

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.

Resignation of Noel B. Watson

On October 12, 2020, Noel B. Watson, Chief Financial Officer and Chief Accounting Officer of TrueCar, Inc. (the “Company”), notified the Company that he will resign from his positions at the Company. The Company expects Mr. Watson’s resignation to be effective on November 16, 2020.

Appointment of Charles C. Thomas

    On October 14, 2020, the Board of Directors (the “Board”) of the Company appointed Charles C. Thomas to serve as the Company’s treasurer, principal financial officer and principal accounting officer, effective upon the effective date of Mr. Watson’s resignation, until the Board appoints a Chief Financial Officer and Chief Accounting Officer.

Mr. Thomas, age 36, has served as the Company’s Controller since June 2017 and as Vice President since July 2018. He also served as our treasurer, principal financial officer and principal accounting officer from April 2019 until June 2019. Mr. Thomas joined us in April 2014, serving in various accounting positions, including Director of Revenue Accounting, before assuming his current positions. Before joining us, Mr. Thomas served as an Audit Manager at PricewaterhouseCoopers, LLP, a multinational professional services firm. Mr. Thomas holds a B.A. in Economics from Tufts University and an M.S.A. in Accounting and an M.B.A. from the Northeastern University D’Amore-McKim School of Business.

There are no arrangements or understandings between Mr. Thomas and any other person pursuant to which he was selected for the positions to which he was appointed. There are no family relationships between Mr. Thomas and any director or executive officer of the Company and Mr. Thomas has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 7.01    Regulation FD Disclosure.
 
On October 15, 2020, the Company issued a press release announcing Mr. Watson’s resignation, a copy of which is attached hereto as Exhibit 99.1.

The information in Items 7.01 and 9.01 of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.
 
(d) Exhibits

Ex 99.1    Press Release, dated October 15, 2020, issued by TrueCar, Inc.





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 hereunto duly authorized.
 
 
 TRUECAR, INC.
  
By:/s/ Jeff Swart
 Jeff Swart
 EVP, General Counsel & Secretary
 Date:  October 15, 2020


Document

Exhibit 99.1
https://cdn.kscope.io/4cc98bc98b91fda52a2a8e3fb02c6a42-primarytruecargradient1.jpg
For Immediate Release


TrueCar Announces Chief Financial Officer Transition

SANTA MONICA, Calif., October 15, 2020 – TrueCar, Inc. (NASDAQ: TRUE) announced today that Noel Watson has resigned as Chief Financial Officer to accept another business opportunity with a privately-held company outside of the automotive vertical. Mr. Watson expects to continue in his current position through November 16, 2020 in order to ensure a smooth transition for the Company. Charles Thomas, the Company’s Controller, will serve as interim principal financial officer until a permanent candidate is identified.

“We thank Noel for his significant contributions to TrueCar during his tenure with the Company. Noel has been instrumental in helping us navigate a period of rapid business transformation, and in positioning the Company for future success as we execute on our strategic vision of building the industry’s leading modern digital car buying marketplace. We wish him continued success in this next chapter of his career,” said Mike Darrow, President and Chief Executive Officer of TrueCar.

“While today’s announcement is bittersweet, I am proud of what we have accomplished and take comfort in knowing that I leave TrueCar well positioned to deliver on its strategic plans and to unlock its next chapter of growth," said Mr. Watson. “I have the utmost confidence in the TrueCar brand, executive team and employees.”

Mr. Watson’s resignation is not related to any issues involving the Company's operations, financial statements, internal controls, policies or practices. The Company is looking forward to announcing its financial results for the third quarter ended September 30, 2020 on Thursday, November 5, 2020, following the close of market.

About TrueCar

TrueCar is a leading automotive digital marketplace that enables car buyers to connect to our nationwide network of Certified Dealers. We are building the industry's most personalized and efficient car buying experience as we seek to bring more of the purchasing process online. Consumers who visit our marketplace will find a suite of vehicle discovery tools, price ratings and market context on new and used cars – all with a clear view of what's a great deal. When they are ready, TrueCar will enable them to connect with a local Certified Dealer who shares in our belief that truth, transparency and fairness are the foundation of a great car buying experience. As part of our marketplace, TrueCar powers car-buying programs for over 250 leading brands, including AARP, Sam’s Club, and American Express. Nearly half of all new-car buyers engage with TrueCar powered sites, where they buy smarter and drive happier. TrueCar is headquartered in Santa Monica, California, with offices in Austin, Texas and Boston, Massachusetts.

For more information, please visit www.truecar.com, and follow us on Facebook or Twitter. TrueCar media line: +1-844-469-8442 (US toll-free) Email: pr@truecar.com

TrueCar Contacts:

Danny Vivier
Vice President, Investor Relations & Strategic Finance
investors@truecar.com
(760) 505-9654

Shadee Malekafzali
Senior Director, Public Relations
shadee@truecar.com



(925) 408-0394