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TrueCar, Inc. Proxy Solicitation & Information Statement 2023

May 1, 2023

33732_rns_2023-05-01_a62026f5-274c-48d2-bbbf-86c29c07926d.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 tm231914d3_defa14a.htm DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

| ¨ | Preliminary Proxy Statement | | --- | --- | | ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ¨ | Definitive Proxy Statement | | x | Definitive Additional Materials | | ¨ | Soliciting Material under §240.14a-12 |

TrueCar, Inc.

Field: Rule-Page

Field: /Rule-Page

(Name of Registrant as Specified in Its Charter)

Field: Rule-Page

Field: /Rule-Page

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

| x | No fee required. | | --- | --- | | ¨ | Fee paid previously with preliminary materials. | | ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |

Field: Page; Sequence: 1

Field: /Page

TRUECAR, INC. 1401 OCEAN AVENUE SUITE 200 SANTA MONICA, CA 90401 Your Vote Counts! TRUECAR, INC. 2023 Annual Meeting Vote by June 21, 2023 11 :59 PM ET You invested in TRUECAR, INC. and it's time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on June 22, 2023. Get informed before you vote View the Notice & Proxy Statement, Annual Report on line OR you can receive a free paper or email copy of the material(s) by requesting prior to June 08, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Smartphone users Point your camera here and vote without entering a ~I number Please check the meeting materials for any special requirements for meeting attendance. Virtually at: Vote Virtually at the Meeting June 22, 2023 8:30 AM PDT www.virtualshareholdermeeting.com/TRUE2023

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items 1. Election of Directors Nominees: 01) Brendan L. Harrington Board Recommends 0 For 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for the O For fiscal year ending December 31, 2023. 3. Advisory vote to approve named executive officer compensation. 0 For 4. To approve the TrueCar, Inc. 2023 Equity Incentive Plan. 0 For NOTE: In their discretion, the proxies are authorized to vote upon such other business that may properly come before the Meeting or at any adjournment or postponement thereof. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click "Sign up for E-delivery".