Edgar Filing: Care.com Inc

Cash Payment

Common Stock

Stephanie Breedlove

$1,250,000

William Breedlove

$1,250,000

DEF 14A

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 o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a‑12



CARE.COM, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

CARE.COM, INC.

77 Fourth Avenue, 5th Floor
Waltham, Massachusetts 02451

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 13, 2016

To the Stockholders of Care.com, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders, or the Annual Meeting, of Care.com, Inc., a Delaware corporation, or the Company, will be held on Monday, June 13, 2016, at 10:00 a.m. local time, at 77 Fourth Avenue, Lower Level conference room, Waltham, Massachusetts 02451, for the following purposes:


1.	To elect two Class III directors to hold office until the 2019 annual meeting of stockholders or until their successors are elected;


2.	To ratify the selection, by the Audit Committee of the Company’s Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2016;


3.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only stockholders who owned the Company’s common stock at the close of business on April 14, 2016 can vote at this meeting or any adjournments that take place.

The Company’s Board of Directors recommends that you vote FOR the election of the director nominees named in Proposal No. 1 of the Proxy Statement and FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm as described in Proposal No. 2 of the Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders To Be Held on June 13, 2016:

the proxy statement and 2015 annual report are available at
http://www.astproxyportal.com/ast/18681/.

Stockholders may receive directions to attend the meeting in person by calling (781) 795-7244.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION CARD AND RETURN IT AS SOON AS POSSIBLE IN THE ENCLOSED RETURN ENVELOPE, OR VOTE OVER THE INTERNET AS INSTRUCTED ON THE PROXY CARD OR VOTING INSTRUCTION CARD. NO POSTAGE NEED BE AFFIXED IF THE ENCLOSED RETURN ENVELOPE IS MAILED IN THE UNITED STATES. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.



	By Order of the Board of Directors

Waltham, Massachusetts April 21, 2016	Diane M. Musi General Counsel and Corporate Secretary

TABLE OF CONTENTS



INFORMATION ABOUT THE PROXY PROCESS AND VOTING	2
Why am I receiving these materials?	2
What am I being asked to vote on?	2
How do I vote?	2
Who counts the votes?	3
How are votes counted?	3
What are “broker non-votes?”	4
Which ballot measures are considered “routine” or “non-routine?”	4
How many votes are needed to approve the proposal?	4
How many votes do I have?	4
What if I return a Proxy Card but do not make specific choices?	4
Who is paying for this proxy solicitation?	4
What does it mean if I receive more than one set of materials?	5
Can I change my vote after submitting my proxy?	5
When are stockholder proposals due for next year’s annual meeting of stockholders?	5
What is the quorum requirement?	5
How can I find out the results of the voting at the Annual Meeting?	6
Implications of being an “emerging growth company.”	6
PROPOSAL NO. 1
ELECTION OF DIRECTORS	7
Directors Continuing in Office Until the 2017 Annual Meeting of Stockholders	8
Directors Continuing in Office Until the 2018 Annual Meeting of Stockholders	9
Nominees for Election to a Three-Year Term Expiring at the 2019 Annual Meeting of Stockholders	9
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	10
Principal Accountant Fees and Services	10
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	10
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	12
CORPORATE GOVERNANCE	13
Code of Business Conduct and Ethics	13
Corporate Governance Guidelines	13
Independence of the Board of Directors	13
Leadership Structure of the Board	13
Role of Board in Risk Oversight Process	13
Board Committees	14
Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance	15
Director Nominations	15
Nomination and Standstill Agreement and Appointment of Chet Kapoor to the Board of Directors	16



Communications with the Board of Directors	17
Compensation Committee Interlocks and Insider Participation	17
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	18
Indemnification Agreements	18
Executive Compensation and Employment Arrangements	18
Breedlove Compensation	18
Employment Arrangements With Immediate Family Members of Our Executive Officers	18
Policies and Procedures for Related Party Transactions	18
EXECUTIVE OFFICERS	20
EXECUTIVE AND DIRECTOR COMPENSATION	21
Overview	21
2015 Summary Compensation Table	21
Role of the Compensation Committee	22
Executive Compensation Components	22
Outstanding Equity Awards at 2015 Fiscal Year End	24
Potential Payments upon Termination or Change of Control	25
Confidentiality, Non-Competition and Non-Solicitation Agreements	26
2015 Director Compensation	26
EQUITY COMPENSATION PLAN INFORMATION	28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	29
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	32
ADDITIONAL INFORMATION	32
Householding of Proxy Materials	32
Other Matters	32
Annual Reports	32

CARE.COM, INC.

77 Fourth Avenue
5th Floor
Waltham, Massachusetts 02451

PROXY STATEMENT

FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS

June 13, 2016

We have sent you this Proxy Statement and the enclosed Proxy Card because the Board of Directors, or the Board, of Care.com, Inc. is soliciting your proxy to vote at the Care.com, Inc. 2016 Annual Meeting of Stockholders, or the Annual Meeting, to be held on Monday, June 13, 2016, at 10:00 a.m. local time, at 77 Fourth Avenue, Lower Level conference room, Waltham, Massachusetts 02451. Except where the context otherwise requires, references to “Care.com,” “the Company,” “we,” “us,” “our,” and similar terms refer to Care.com, Inc.


•	This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.


•	The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

We are mailing the Notice of Annual Meeting of Stockholders, this Proxy Statement and Proxy Card to our stockholders of record as of April 14, 2016, or the Record Date, for the first time on or about April 21, 2016. In this mailing, we are also including our Annual Report on Form 10-K for the year ended December 26, 2015, which, constitutes our 2015 Annual Report to Stockholders, or the 2015 Annual Report. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and the 2015 Annual Report so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. Our Annual Report on Form 10-K is also available in the “Financial Information - SEC Filings” section of our website at investors.care.com.

The only voting securities of Care.com are shares of common stock, $0.001 par value per share, or the common stock, of which there were 32,084,261 shares outstanding as of the Record Date (excluding any treasury shares). We need the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present in person or represented by proxy, to establish a quorum for the transaction of business. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

INFORMATION ABOUT THE PROXY PROCESS AND VOTING

Why am I receiving these materials?

We have sent you this Proxy Statement and the enclosed Proxy Card because our Board of Directors is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed Proxy Card or follow the instructions below to submit your proxy over the Internet.

We intend to mail this Proxy Statement and accompanying Proxy Card on or about April 21, 2016 to all stockholders of record entitled to vote at the Annual Meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 32,084,261 shares of our common stock issued and outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC, or AST, then you are a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosed Proxy Card or vote by proxy on the Internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid Proxy Card from your broker or other agent.

What am I being asked to vote on?

You are being asked to vote on two (2) proposals:


•	Proposal No. 1—the election of two Class III directors to hold office until our 2019 Annual Meeting of Stockholders; and


•	Proposal No. 2—the ratification of the selection, by the audit committee of our Board, of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How do I vote?


•	For Proposal 1, you may either vote “FOR” all the nominees to the Board or you may “WITHHOLD” your vote for any nominee you specify or abstain from voting.


•	For Proposal 2, you may either vote “FOR” or “AGAINST” or abstain from voting.

Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Annual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card or over the Internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote in person. In such case, your previously submitted proxy will be disregarded.


•	Voting in Person: To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive.


•	Voting by Mail: To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares as you direct.


•	Voting over the Internet: To vote by proxy over the Internet, follow the instructions provided on the Proxy Card.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Who counts the votes?

AST has been engaged as our independent agent to tabulate stockholder votes, or Inspector of Elections. If you are a stockholder of record, your executed Proxy Card will be returned directly to AST for tabulation. As noted above, if you hold your shares through a broker, your broker will return one Proxy Card to AST on behalf of all its clients.

How are votes counted?

Votes will be counted by the Inspector of Elections, who will separately count “For” and (with respect to Proposal 2) “Against” votes, abstentions and broker non-votes. In addition, with respect to the election of directors, the Inspector of Elections will count the number of “Withheld” votes received for the nominees. If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your

shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non‑routine” items. See below for more information under the captions “What are ‘broker non-votes?’” and “Which ballot measures are considered ‘routine’ and ‘non-routine’?”

What are “broker non-votes?”

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are considered “routine” or “non-routine?”

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016 (Proposal 2) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 2. The election of directors (Proposal 1) is considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal 1.

How many votes are needed to approve the proposal?

With respect to Proposal No. 1, the election of directors, the two Class III director nominees receiving the highest number of votes will be elected. Only votes “For” or “Withheld” will affect the outcome of this proposal.

With respect to Proposal No. 2, the affirmative vote of a majority of votes cast is required for approval. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.

What if I return a Proxy Card but do not make specific choices?

If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the two nominees for director, and “For” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards you receive or follow the instructions for any alternative voting procedure on each of the Proxy Cards.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:


•	You may submit another properly completed proxy with a later date.


•	You may send a written notice that you are revoking your proxy to our Corporate Secretary at Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451.


•	You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

When are stockholder proposals due for next year’s annual meeting of stockholders?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 22, 2016, to our Corporate Secretary at Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451; provided that if the date of the annual meeting is more than 30 days from June 13, 2017, the deadline is a reasonable time before we begin to print and send our proxy materials for next year’s annual meeting. If you wish to submit a proposal that is not to be included in our proxy materials for next year’s annual meeting pursuant to the shareholder proposal procedures of the Securities and Exchange Commission, or the SEC, or to nominate a director, you must do so between February 13, 2017 and March 15, 2017; provided that if the date of that annual meeting is more than 30 days before or more than 60 days after June 13, 2017, you must give notice not later than the 90th day prior to the annual meeting date or, if later, the 10th day following the day on which public disclosure of the annual meeting date is first made. You are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of our common stock issued and outstanding and entitled to vote are present in person or represented by proxy at the Annual Meeting. On the Record Date, there were 32,084,261 shares outstanding and entitled to vote. Accordingly, 16,042,131 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or represented by proxy, may adjourn the Annual Meeting to another time or place.

How can I find out the results of the voting at the Annual Meeting?

We will announce voting results by filing a Current Report on Form 8-K with the SEC within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K with the SEC within four business days after the day the final results are available.

Implications of being an “emerging growth company.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about the Company’s executive compensation arrangements and do not require us to hold non-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors, or the Board, is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified.

The Board currently consists of seven directors, divided into the three classes:

Class I directors: Sheila Lirio Marcelo and I. Duncan Robertson, whose current terms will expire at the annual meeting of stockholders to be held in 2017;

Class II directors: Tony Florence and J. Sanford Miller, whose current terms will expire at the annual meeting of stockholders to be held in 2018; and

Class III directors: Brian Swette, Laura Lang and Chet Kapoor, whose current terms will expire at the Annual Meeting.

Ms. Lang has announced her intention to retire from the Board upon the expiration of her term at the Annual Meeting. Accordingly, the size of the Board will be reduced to six directors as of immediately following the Annual Meeting to reflect the number of directors then serving on the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Brian Swette and Chet Kapoor have been nominated to serve as Class III directors and have agreed to stand for reelection. Each director to be elected will hold office from the date of his election by the stockholders until the third subsequent annual meeting of stockholders or until his successor is elected and has been qualified, or until such director’s earlier death, resignation or removal.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two Class III director nominees named above. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE ELECTION OF EACH NAMED NOMINEE.

The following table sets forth, for the Class III nominees (who are currently standing for re‑election) and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages and position(s)/office(s) held within the Company as of the date of this Proxy Statement:



Name	Age	Position/Office Held With the Company	Director Since
Class I Directors, whose terms expire at the 2017 Annual Meeting of Stockholders
Sheila Lirio Marcelo⁽¹⁾	45	Founder, President, Chief Executive Officer and Director	2006
I. Duncan Robertson⁽²⁾	49	Director	2014
Class II Directors, whose terms expire at the 2018 Annual Meeting of Stockholders
Tony Florence^(2)(3)(4)	47	Director	2010
J. Sanford Miller⁽²⁾⁽⁴⁾	66	Director	2012
Class III Directors, whose terms expire at the Annual Meeting
Brian Swette⁽³⁾⁽⁵⁾	62	Director	2007
Chet Kapoor	41	Director	2016

(1) Chairman of the Board

(2) Member of the audit committee.

(3) Member of the compensation committee.

(4) Member of the nominating and corporate governance committee.

(5) Lead independent director.

Set forth below is biographical information, as of the date of this Proxy Statement, for the Class III director nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

Directors Continuing in Office Until the 2017 Annual Meeting of Stockholders

Sheila Lirio Marcelo is our founder and has served as our President and Chief Executive Officer and a director since October 2006. Ms. Marcelo has served as the chairwoman of the Board since October 2011. Prior to founding Care.com in 2006, Ms. Marcelo was an Entrepreneur-in-Residence at Matrix Partners, a venture capital firm, for six months. From 2005 to the beginning of 2006, Ms. Marcelo served as Vice President and General Manager of TheLadders.com, an online job matching service. Before joining TheLadders.com, Ms. Marcelo spent five years at Upromise, Inc., an online service that helps families save for college, where she held various executive positions, including Vice President, Product Management and Marketing. Earlier in her career, Ms. Marcelo was a consultant for Monitor Group and Pyramid Research, and she began her career as an analyst at Putnam, Hayes & Bartlett. Ms. Marcelo graduated from Mount Holyoke College with a degree in economics and received her M.B.A. and J.D. from Harvard University. We believe Ms. Marcelo is qualified to serve on the Board due to the perspective, leadership and operational experience she brings as our Chief Executive Officer, as well as the vision and continuity she brings as our founder.

I. Duncan Robertson has served as a member of the Board since November 2014. Mr. Robertson serves as Chief Financial Officer of Paxion Capital, LP, an investment fund, which he joined in June 2015. Previously, Mr. Robertson served as chief financial officer of OpenTable, Inc., a provider of online restaurant reservations, from August 2011 to October 2014. Mr. Robertson served as chief financial officer of SnapStick, Inc., a mobile application software company, from May 2010 to July 2011. Prior to SnapStick, Mr. Robertson served as chief financial officer of Aricent Inc., a technology services company, from June 2005 to June 2009, and as vice president finance and investor relations at Flextronics, Inc., an electronic manufacturing services provider, from October 2001 to June 2005. Mr. Robertson is a member of the Board of Trustees of The San Francisco Foundation, is a Chartered Accountant and has a Bachelor of Commerce degree from the University of Cape Town and an M.B.A. from the University of Chicago Booth School of Business. We believe Mr. Robertson is qualified to serve on the Board due to his extensive background with consumer Internet, mobile and technology companies, and his experience with building and scaling online marketplaces.

Directors Continuing in Office Until the 2018 Annual Meeting of Stockholders

Tony Florence has served as a member of the Board since October 2010. Mr. Florence is a General Partner of New Enterprise Associates, or NEA, a venture capital firm, where he co-leads the firm’s consumer Internet investment practice and venture growth equity efforts. Mr. Florence currently serves as a director of Cvent, Inc., a provider of online

software for event management, web surveys and email marketing. Mr. Florence also currently serves on the boards of several private companies. Prior to joining NEA in 2008, Mr. Florence spent 14 years at Morgan Stanley, most recently as a Managing Director and Head of Technology Banking in New York. Mr. Florence holds an M.B.A. and an A.B. in Economics from Dartmouth College. We believe Mr. Florence is qualified to serve on the Board due to his broad investment experience in the consumer Internet industry.

J. Sanford (Sandy) Miller has served as a member of the Board since August 2012. Since 2006, Mr. Miller has been a General Partner of Institutional Venture Partners, or IVP, a venture capital firm, where he focuses on later-stage venture and growth equity investments in technology, Internet and digital media companies. Mr. Miller currently serves as a director of On Deck Capital, Inc., a financial technology company. Mr. Miller served as a director of Vonage, a provider of broadband phone services, from 2004 to May 2011 and as a director of FleetMatics, a provider of GPS tracking applications for commercial fleets, from November 2010 to August 2013. Prior to joining IVP in 2006, Mr. Miller was a Senior Partner with 3i, a venture capital firm, from 2001 to 2006. Earlier in his career, Mr. Miller was a technology investment banker, management consultant and corporate lawyer. Mr. Miller holds a B.A. from the University of Virginia and an M.B.A. and a J.D. from Stanford University. We believe Mr. Miller is qualified to serve on the Board due to his extensive governance experience having served on the boards of directors of many public and private companies, particularly in the technology, Internet and digital media industries.

Nominees for Election to a Three-Year Term Expiring at the 2019 Annual Meeting of Stockholders

Brian Swette has served as a member of the Board since May 2007 and as our lead independent director since December 2013. Mr. Swette has served as Chairman of Sweet Earth Natural Foods, a natural foods company, since September 2011 and as its President since September 2012. Mr. Swette currently serves as a director of Shutterfly, a retailer of personalized products and services. Mr. Swette previously served on the board of directors of Schiff Nutrition International, a nutritional supplement company, from November 2011 until its acquisition by Reckitt Benckiser Group in October 2012. Mr. Swette also previously served on the board of directors of Jamba, Inc., owner and franchisor of Jamba Juice beverage and food offerings, from 2007 to 2014, and Burger King Holdings, Inc. from 2002 to 2010. From 1998 to 2002, Mr. Swette served as eBay’s Chief Operating Officer where he oversaw the company’s international expansion, marketing and customer support. Prior to joining eBay, Mr. Swette spent 17 years at PepsiCo, including four years as Executive Vice President and Chief Marketing Officer from 1994 to 1998 where he was responsible for the worldwide marketing and advertising efforts for all Pepsi-Cola brands. Mr. Swette holds a bachelor’s degree in economics from Arizona State University. We believe Mr. Swette is qualified to serve on the Board due to his extensive operational, senior management and board experience with public and private consumer products and Internet companies.

Chet Kapoor has served as a member of the Board since March 2016. Mr. Kapoor was appointed to the Board pursuant to an Agreement, dated as of March 11, 2016, among the Company, Tenzing Global Management LLC, Tenzing Global Investors LLC, Tenzing Global Investors Fund I LP and Chet Kapoor. For more information, see “Corporate Governance - Nomination and Standstill Agreement and Appointment of Chet Kapoor to the Board of Directors.” There is no other agreement or understanding between Mr. Kapoor and any other person pursuant to which he was appointed to the Board. Since 2011, Mr. Kapoor has been the Managing Partner, Co-Founder and Portfolio Manager of Tenzing Global, a San Francisco-based investment manager focused on value investments in the technology, media telecommunications and consumer sectors. Prior to founding Tenzing Global, Mr. Kapoor served as a Managing Partner and Head of Equities at Perry Capital, where he led a team of ten professionals to invest in technology, media, telecommunications, healthcare and consumer stocks. Mr. Kapoor was employed by Perry Capital from 2004 to 2010. Mr. Kapoor was an Associate at Blum Capital in San Francisco from 2000 to 2002, where he focused on value investing across several industries. He began his career as a Financial Analyst in investment banking with CS First Boston. Mr. Kapoor currently serves as a director of Brightcove, Inc. Mr. Kapoor holds a B.S. in Mechanical Engineering and a B.A. in English from Rice University, as well as an M.B.A. from Stanford University. We believe Mr. Kapoor is qualified to serve on the Board due to his significant investment experience with consumer technology companies.

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the Board has engaged Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016, and is seeking ratification of such selection by our stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements since the year ended December 31, 2007. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The audit committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. However, the audit committee is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain Ernst & Young LLP. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

Principal Accountant Fees and Services

The following table provides information regarding the fees incurred to Ernst & Young LLP during the years ended December 27, 2014 and December 26, 2015.



	Year Ended
	December 26, 2015		December 27, 2014
Audit Fees(1)		$1,117,230		$1,241,860
Audit‑Related Fees(2)	-		-
Tax Fees(3)	65,500		102,000
All Other Fees(4)	1,820		2,300
Total Fees		$1,184,550		$1,346,160


(1)	Audit fees consist of aggregate fees for professional services provided in connection with the annual audit of our consolidated financial statements, the review of our quarterly condensed consolidated financial statements, consultations on accounting matters directly related to the audit, and comfort letters, consents and assistance with and review of documents filed with the SEC.


(2)	During the years ended December 27, 2014 and December 26, 2015, there were not audit-related fees.


(3)	Tax fees consist of aggregate fees for tax compliance, tax advice and tax planning services including the review and preparation of our federal and state income tax returns.


(4)	Consist of aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosed above. These fees consisted of fees for access to Ernst & Young’s online accounting research tool.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee adopted, and our board of directors ratified, a policy that became effective upon the closing of our initial public offering in January 2014 under which the audit committee must pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval would generally be requested

annually, with any pre-approval detailed as to the particular service, which must be classified in one of the four categories of services listed above. The audit committee may also, on a case-by-case basis, pre-approve particular services that are not contained in the annual pre-approval request. In connection with this pre-approval policy, the audit committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board. The audit committee has pre-approved all services performed since our policy on pre-approval of audit and non-audit services was adopted.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL NO. 2.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of Care.com, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The primary purpose of the audit committee is to assist our board of directors in its oversight of our financial reporting processes, our accounting policies and procedures, and our financial and accounting controls. The audit committee’s functions are more fully described in its charter, which is available on our website at investors.care.com.

Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. Ernst & Young LLP (“Ernst & Young”), our independent registered public accounting firm for 2015, was responsible for performing an independent audit of our 2015 consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The audit committee has reviewed and discussed with management our audited financial statements for the year ended December 26, 2015. In addition, the audit committee has met with Ernst & Young, with and without management present, to discuss the overall scope of Ernst & Young’s audit, the results of its audits and the overall quality of Care.com’s financial reporting.

The audit committee has also discussed with Ernst & Young the matters required to be discussed by Statement on Auditing Standards No. 114 regarding “The Auditor’s Communication With Those Charged With Governance” and by Auditing Standard No. 16 adopted by the Public Company Accounting Oversight Board (United States) regarding “Communication with Audit Committees.” The audit committee also has received and reviewed the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’s communications with the audit committee concerning independence, and has discussed with Ernst & Young its independence from us.

Based on the review and discussions referred to above, the audit committee recommended to Care.com’s board of directors that the Company’s audited financial statements be included in Care.com’s Annual Report on Form 10-K for the fiscal year ended December 26, 2015.

The audit committee has engaged Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2016 and is seeking ratification of such selection by the stockholders.



	Audit Committee I. Duncan Robertson (Chairman) Tony Florence J. Sanford Miller

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

The Board has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The code is posted under the “Corporate Governance – Governance Documents” section of our website, investors.care.com. In addition, we intend to post on our website all disclosures that are required by law or the New York Stock Exchange, or NYSE, listing standards concerning any amendments to, or waivers from, any provision of the code.

Corporate Governance Guidelines

We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. The Board adopted these Corporate Governance Guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board follows with respect to, among other things, Board and committee composition and selection, director independence, Board meetings, Chief Executive Officer performance evaluation and succession planning for the Chief Executive Officer. A copy of our Corporate Governance Guidelines is available under the “Corporate Governance – Governance Documents” section of our website, investors.care.com.

Independence of the Board of Directors

The Board has determined that all of our directors, other than Ms. Marcelo, qualify as “independent” directors in accordance with the listing requirements of the NYSE. Ms. Marcelo is not considered independent because she is an employee of Care.com. The NYSE independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of such director’s family members has engaged in various types of business dealings with us. In addition, as required by NYSE rules, the Board has made a subjective determination as to each independent director that no relationships exist that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

Leadership Structure of the Board

The Board is currently chaired by Sheila Lirio Marcelo, our President and Chief Executive Officer. In December 2013, the Board established the position of lead independent director and elected Brian Swette as lead independent director. Our amended and restated by-laws and Corporate Governance Guidelines provide the Board with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer and/or utilize a lead director in accordance with its determination that one or the other structure would be in the best interests of our company. The Board has concluded that our current leadership structure is appropriate at this time. However, the Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. The Board encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of

the risks facing us. Throughout the year, senior management reviews these risks with the Board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure and our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Our nominating and governance committee monitors the effectiveness of our corporate governance guidelines.

Board Committees

Audit Committee

Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee:


•	appoints and determines the compensation and retention of our independent registered public accounting firm;


•	evaluates the independent registered public accounting firm’s qualifications, independence and performance;


•	determines the engagement of the independent registered public accounting firm;


•	reviews and approves the scope of the annual audit and the audit fee;


•	discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements;


•	approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;


•	reviews our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;


•	establishes policies and procedures for the receipt, retention and treatment of accounting-related complaints and concerns;


•	prepares the audit committee report required by SEC rules to be included in our annual proxy statement; and


•	reviews and evaluates, at least annually, the audit committee charter and the committee’s performance.

The members of our audit committee are Messrs. Robertson, Florence and Miller, with Mr. Robertson serving as chairperson of the committee. The Board has determined that each of these members is an independent director under NYSE rules and under Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each of these members meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. The Board has determined that Mr. Robertson is an “audit committee financial expert” as defined by applicable SEC rules and has the requisite accounting or related financial management expertise as defined under the applicable NYSE rules and regulations. A current copy of the audit committee charter is available in the “Corporate Governance – Governance Documents” section of our website at investors.care.com.

Compensation Committee

The compensation committee’s responsibilities include:


•	reviewing and recommending policies relating to compensation and benefits of our executive officers;


•	reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and determining (either alone or, if directed by the Board, in conjunction with a majority of the independent directors on the Board) our Chief Executive Officer’s compensation;


•	reviewing and setting or recommending to the Board the compensation of our executive officers other than our Chief Executive Officer;


•	reviewing and approving or recommending to the Board the issuance of stock options and other awards under our stock plans;


•	reviewing and making recommendations to the Board with respect to director compensation;


•	appointing, compensating and overseeing the work of any compensation consultant or other advisor retained by the committee; and


•	reviewing and evaluating, at least annually, the compensation committee charter and the committee’s performance.

The compensation committee retained the services of an independent compensation consultant, Compensia, during 2015 to consult on matters relating to executive compensation and equity plan matters. Compensia did not provide additional services to the Company in an amount in excess of $120,000 during 2015.

The members of our compensation committee are Messrs. Florence and Swette, with Mr. Florence serving as chairperson of the committee. The Board has determined that each of these members is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and is an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended. The Board has also determined that Messrs. Florence and Swette are independent under the applicable rules and regulations of the NYSE relating to compensation committee member independence. A current copy of the compensation committee charter is available in the “Corporate Governance – Governance Documents” section of our website at investors.care.com.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee’s responsibilities include:


•	identifying individuals qualified to become board members;


•	recommending to the Board the persons to be nominated for election as directors and to each of the Board’s committees;


•	reviewing and assessing, from time to time, the adequacy of our Corporate Governance Guidelines and recommending any proposed changes to the Board;


•	overseeing the annual evaluation of the Board; and


•	reviewing and evaluating, at least annually, the nominating and corporate governance committee charter and the committee’s performance.

The members of our nominating and corporate governance committee are Messrs. Miller and Florence, with Mr. Miller serving as the chairperson of the committee. Each of these members is an independent director under the applicable rules and regulations of the NYSE relating to nominating and corporate governance committee independence. A current copy of the nominating and corporate governance committee charter is available in the “Corporate Governance – Governance Documents” section of our website at investors.care.com.

Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance

The Board met thirteen times during the last fiscal year. The audit committee met six times, the compensation committee met five times and the nominating and corporate governance committee met one time during the last fiscal year. During the last fiscal year, each incumbent board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served. We encourage all of our directors and nominees for director to attend the Annual Meeting; however, attendance is not mandatory. One director attended the 2015 annual meeting of stockholders.

Director Nominations

The nominating and corporate governance committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. To facilitate the search process, the nominating and corporate governance committee solicits current directors and executives of the Company for the names of potentially qualified candidates or asks directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The nominating and corporate governance committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or

consider director candidates recommended by our stockholders. Once potential candidates are identified, the nominating and corporate governance committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the committee of candidates for election as director.

In evaluating the suitability of individual candidates (both new candidates and current Board members), the nominating and corporate governance committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; finance experience; experience relevant to the Company’s industry; experience as a board or executive officer member of another publicly held company; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; diversity of background and perspective, including with respect to age, gender, race, place of residence and specialized business or career experience relevant to the success of the Company; and practical and mature business judgment, including the ability to make independent analytical inquiries. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee may consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the nominating and corporate governance committee, c/o Corporate Secretary, Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

Stockholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or the Board, by following the procedures set forth in the advance notice provisions of our bylaws and within the timing guidelines above under the caption “When are stockholder proposals due for next year’s annual meeting of stockholders?”

Nomination and Standstill Agreement and Appointment of Chet Kapoor to the Board of Directors

On March 11, 2016, in connection with the election of Chet Kapoor to the Board, we entered into an agreement (the “Agreement”) with Tenzing Global Management LLC, Tenzing Global Investors LLC, Tenzing Global Investors Fund I LP and Mr. Kapoor (collectively, “Tenzing Global”), pursuant to which we agreed to recommend that the Board appoint Chet Kapoor as a Class III director and take the necessary actions to recommend that the stockholders of the Company vote for Mr. Kapoor for election as a director of the Company at the Annual Meeting.

Pursuant to the Agreement, Tenzing Global agreed that until the date which is 45 days prior to the deadline of the submission of stockholder nominations for our 2019 annual meeting of stockholders (the “Standstill Period”), Tenzing Global will not, among other things, (i) nominate any person for election as a director in furtherance of a contested solicitation, or otherwise bring any business or proposals before a stockholders’ meeting; (ii) acquire in excess of 15% of our then outstanding shares of our common stock or (iii) seek, propose, or make any proposal relating to a merger, acquisition or other type of business combination for the Company. Until the expiration of the Standstill Period, Tenzing Global will vote all of the shares of our common stock it beneficially owns (i) for the election of each of our director nominees and (ii) otherwise in accordance with the Board’s recommendation on any proposal not related to any business combination transaction involving the Company, its subsidiaries or its business. Tenzing Global has further agreed that, if at any time Tenzing Global beneficially owns, in the aggregate, less than 3.0% of our then outstanding

shares of common stock, Mr. Kapoor will immediately offer to resign from the Board and all applicable committees thereof and will so resign if the Board accepts his resignation.

A more detailed summary and copy of the Agreement can be found in the Company’s Current Report on Form 8-K filed with the SEC on March 17, 2016.

Communications with the Board of Directors

Stockholders and all other interested parties who wish to communicate directly with the Board, the Chairman of the Board, the lead independent director, all non-management directors as a group, or an individual director should address such communications to: Board of Directors, c/o Corporate Secretary, Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451.

The Board will give appropriate attention to written communications that are submitted by stockholders or other interested parties and will respond if and as appropriate. The chairperson of the nominating and corporate governance committee, subject to the advice and assistance of our general counsel, is primarily responsible for monitoring communications from stockholders and other interested parties and for providing copies or summaries to the other directors as he or she considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairperson of the nominating and corporate governance committee considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications.

Compensation Committee Interlocks and Insider Participation

During our last fiscal year, the members of our compensation committee were Tony Florence and Brian Swette. No member of our compensation committee during our last fiscal year is or has been a current or former officer or employee of Care.com, Inc. or had any related person transaction involving Care.com, Inc. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the fiscal year ended December 26, 2015.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were and are a party, in which:


•	the amounts involved exceeded or will exceed $120,000; and


•	any of our directors, executive officers or holders of more than 5% of our common stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Indemnification Agreements

Our certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. In addition, we have entered into indemnification agreements with all of our directors and executive officers.

Executive Compensation and Employment Arrangements

For a description of the compensation arrangements we have with our executive officers and directors, please see “Executive and Director Compensation.”

Breedlove Compensation

Stephanie Breedlove and William Breedlove, the founders of our subsidiary Breedlove & Associates, L.L.C., or Breedlove, together own more than 5% of our common stock. In January 2015, pursuant to the terms of an equity purchase agreement pursuant to which we acquired Breedlove in August 2012, each of Ms. Breedlove and Mr. Breedlove became entitled to the following earn-out payments of cash and shares of common stock, which were paid and issued by the Company in the first quarter of fiscal year 2015:

Employment Arrangements With Immediate Family Members of Our Executive Officers

Ronald Marcelo, the husband of Sheila Lirio Marcelo, is employed by us. For the year ended December 26, 2015, we paid Mr. Marcelo total cash compensation of approximately $161,260. In March 2016, we paid Mr. Marcelo a cash bonus of $21,500 in recognition of 2015 performance, and we increased the annual base salary of Mr. Marcelo to $175,000, effective February 1, 2016. We granted Mr. Marcelo an equity award comprised of restricted stock units, or RSUs, with a fair market value of $100,000 in March 2015 and an equity award comprised of RSUs and options to purchase our common stock, with an aggregate fair market value of $50,000, in March 2016. Each equity award vests as to 6.25% of the original number of underlying shares on a quarterly basis over a four-year period.

Policies and Procedures for Related Party Transactions

We have adopted a written policy for the review of any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be, a participant, the amount involved exceeds $120,000 in any one fiscal year, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” had, has or will have a direct or indirect material interest.

The policy calls for such transaction, arrangement or relationship, which we refer to as a “related person transaction,” to be reviewed and, if deemed appropriate, approved by the audit committee of the Board. Whenever

practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance approval of a related person transaction requiring the audit committee’s approval is not feasible, then the transaction may be preliminarily entered into by management upon prior approval of the transaction by the chairperson of the audit committee subject to ratification of the transaction by the audit committee at the committee’s next regularly scheduled meeting. If the transaction is not so ratified, the policy will require management to make all reasonable efforts to cancel or annul such transaction. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. In reviewing and approving any such transactions, the audit committee will be tasked to consider all relevant facts and circumstances, including but not limited to whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction.

The Breedlove earn-out payments described above were made pursuant to the Breedlove equity purchase agreement, which was entered into prior to the adoption of the policy.

EXECUTIVE OFFICERS

Our executive officers and their respective ages and positions as of the date of this Proxy Statement, as well as biographical information for each executive officer other than Ms. Marcelo, are as follows:



Name	Age	Position(s)
Sheila Lirio Marcelo	45	Founder, President, Chief Executive Officer and Director
Michael Echenberg	41	Executive Vice President and Chief Financial Officer
David Krupinski	49	Co-Founder and Chief Technology Officer
Diane Musi	48	General Counsel and Corporate Secretary

Michael Echenberg has served as our Chief Financial Officer since April 2015. Mr. Echenberg previously served as Chief Strategy Officer of Weight Watchers International Inc., a global provider of weight management services, from July 2013 to March 2015. For part of this period, he also served as Chief Financial Officer of the Weight Watchers Health Solutions business unit. Prior to that, Mr. Echenberg served in several management roles at Weight Watchers International, including Senior Vice President, Corporate Finance & Strategy from June 2011 to July 2013 and Senior Vice President, Finance for the North America business unit from January 2010 to June 2011. Mr. Echenberg holds an A.B. from Harvard University and an M.B.A. from Harvard Business School.

David Krupinski is our co-founder and has served as our Chief Technology Officer since February 2012. Mr. Krupinski previously served as our Senior Vice President of Product and Technology from February 2010 to January 2012, as our Vice President of Product and Technology from February 2008 to January 2010 and as our VP of Product from November 2006 to January 2008. Prior to co-founding Care.com, Mr. Krupinski held senior product management roles at Upromise, including Director of Product Management from 2003 to 2006. Prior to Upromise, Mr. Krupinski held senior management positions at several start-up companies, including Direct Hit (acquired by Ask Jeeves) and Stylus Innovation (acquired by Artisoft). Mr. Krupinski began his career as a Software Engineer at Thomson Financial in 1988. He holds a B.A. and an M.S. from Boston College and received an M.B.A. for Executives from INSEAD in Fontainebleau, France.

Diane Musi has served as our General Counsel and Corporate Secretary since June 2011. From 2000 to June 2011, Ms. Musi served in a number of roles at Upromise, including General Counsel from February 2007 to June 2011. At Upromise, Ms. Musi’s responsibilities included advising the company on matters related to legal and regulatory analysis and strategy, mergers and acquisitions, financings, dispute resolution and the negotiation of business critical agreements. Ms. Musi was also responsible for managing the company’s in-house and outside legal counsel. Before Upromise, Ms. Musi was a corporate associate at Goodwin Procter LLP. Ms. Musi is a member of the Massachusetts Bar and holds an A.B. in Government from Dartmouth College and a J.D. from the University of Virginia School of Law.

See above under “Proposal No. 1 Election of Directors—Directors Continuing in Office Until the 2017 Annual Meeting of Stockholders” for biographical information of Ms. Marcelo.

EXECUTIVE AND DIRECTOR COMPENSATION

Overview

The compensation earned by our “named executive officers” for 2015 is set forth in detail in the 2015 Summary Compensation Table and other tables and the accompanying footnotes and narrative in this section. As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Our named executive officers for 2015 were:


•	Sheila Lirio Marcelo, Founder, President and Chief Executive Officer;


•	Michael Echenberg, Executive Vice President and Chief Financial Officer; and


•	David Krupinski, Co-Founder and Chief Technology Officer

The discussion in this section may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the date of this Proxy Statement may differ materially from the existing and currently planned programs summarized in this discussion.

2015 Summary Compensation Table

The following table presents summary information regarding the total compensation earned by our named executive officers for fiscal year 2014 and fiscal year 2015.



Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	All Other Compensation	Total
Name and Principal Position	Year	($)	($)	^($)(3)	($)	^($)(4)	^($)(5)	($)
Sheila Lirio Marcelo	2015	368,385		3,500,222		241,000	500	4,110,107
Founder, President and Chief Executive Officer	2014	353,923			2,114,461		500	2,468,884
Michael Echenberg⁽¹⁾	2015	247,846⁽²⁾	99,000	850,108		21,000		1,217,954
Executive Vice President and Chief Financial Officer
David Krupinski	2015	251,031		500,254		110,000	500	861,785
Co-Founder and Chief Technology Officer	2014	245,654			500,625		500	746,779

(1) Mr. Echenberg became employed by us effective April 27, 2015.

(2) Represents salary earned by Mr. Echenberg for the portion of 2015 during which he was employed by us.

(3) Amounts represent the grant date fair value of restricted stock units calculated in accordance with FASB ASC Topic 718. Each of Ms. Marcelo and Messrs. Echenberg and Krupinski received restricted stock unit awards subject to time-based vesting and a restricted stock unit award that vests subject to the attainment of certain performance conditions for which the value at the grant date included above is based upon the probable outcome of such conditions at the time of grant. Assuming the highest level of performance conditions was attained, the maximum potential values of these awards, based on the closing price of our stock on the date of grant, were $4,250,214, $964,474 and $749,992 for Ms. Marcelo and Messrs. Echenberg and Krupinski, respectively. In March 2016, we determined that the performance conditions were not met, and as a result, these awards did not vest and were forfeited. Refer to “Executive Compensation Components - Equity Compensation” below for additional information.

(4) Amounts represent awards earned under our cash incentive bonus program. For additional information, see “Executive Compensation Components-Cash Bonuses” below.

(5) Amounts represent company matching contributions to 401(k) plan accounts.

Role of the Compensation Committee

During 2015, the compensation committee of the Board reviewed executive compensation, including our cash and equity-based compensation programs, and recommended adjustments to the Board for approval. The Board approved 2015 executive compensation arrangements based on the compensation committee’s recommendations and the collective judgment of the Board’s members. In making 2015 compensation decisions for executive officers, the compensation committee considered the recommendations of Compensia and our Chief Executive Officer, except with respect to her own compensation.

Executive Compensation Components

Base Salary

Base salaries provide our executive officers with a fixed amount of consistent compensation and, in conjunction with equity-based and cash incentive awards, are a significant motivating factor in attracting and retaining our executive officers. We have designed base salaries to be competitive while also seeking to manage our cash resources. At the time an executive officer is first hired, an initial base salary is generally established through individual negotiations between us and the executive officer, taking into account subjective judgments of the Board as to the executive officer’s qualifications, experience, job duties and responsibilities as well as internal pay equity considerations and the executive officer’s prior salary.

For 2015, the compensation committee reviewed the base salaries of Ms. Marcelo and Mr. Krupinski and recommended adjustments it determined were appropriate to the Board for approval. The compensation committee’s recommendations were based on merit, market considerations and other factors the committee determined to be important. The Board approved adjustments to our executive compensation arrangements based on the compensation committee’s recommendations and the collective business judgment of the Board’s members. Adjustments to base salary became effective in the first quarter of the year following completion of our annual review process, which included a comprehensive self-performance review as well as a manager performance review.

Based on the annual review completed in early 2015, Ms. Marcelo’s annual base salary was increased from $350,000 to $370,000 and Mr. Krupinski’s annual base salary was increased from $ $240,000 to $252,000, in each case effective as of February 1, 2015.

Mr. Echenberg’s initial annual base salary of $360,000 was established in connection with his commencing employment with us in April 2015 and was set forth in his offer letter.

Effective February 1, 2016, the base salaries for our named executive officers were further increased as follows: Ms. Marcelo’s annual base salary was increased from $370,000 to $400,000, Mr. Echenberg’s annual base salary was increased from $360,000 to $370,000 and Mr. Krupinski’s annual base salary was increased from $252,000 to $260,000.

Cash Bonuses

We maintain an annual performance-based cash bonus program for executives, including our named executive officers, to reward performance in achieving corporate goals. For 2015, the Board was ultimately responsible for approving and administering the bonus program. The compensation committee recommended to the Board for approval, and the Board subsequently approved, the target bonus amounts (expressed as a percentage of base salary) for Ms. Marcelo and Mr. Krupinski that would be payable based upon our achievement of pre-established revenue and adjusted EBITDA targets (weighted 50% and 50%, respectively). The Board also established threshold and stretch performance

levels of 70% and 125% achievement for each goal. No bonus was payable for a goal if the level of achievement was below the threshold, and the named executive officers were eligible to earn 125% of the target bonus attributable to a goal for achieving the stretch level of performance. The 2015 target bonuses (expressed as a percentage of base salary) were 75% for Ms. Marcelo and 50% for Mr. Krupinski. Pursuant to his offer letter, Mr. Echenberg was entitled to an annual bonus target of 55% of his base salary, subject to a minimum guaranteed amount for 2015 of $99,000.

In March 2016, the Board reviewed our performance and determined that we attained approximately 87% of the corporate goals for 2015. This resulted in Ms. Marcelo and Messrs. Echenberg and Krupinski receiving bonuses at approximately 87% of their target levels. The amounts the Board actually determined to pay our named executive officers under the 2015 bonus program as a result of corporate performance goal attainment and pro-ration for partial year of service with respect to Mr. Echenberg are set forth in our 2015 Summary Compensation Table.

Equity Compensation

Since our inception, equity-based compensation in the form of stock options or, more recently, RSUs has been an integral component of our executive compensation program. Vesting of equity awards is generally based on continued employment with us, typically over four years, thereby encouraging the retention of our executive officers. The Board may from time to time grant equity awards with other vesting requirements, including the achievement of certain corporate performance metrics. All equity awards held by our named executive officers are subject to accelerated vesting in connection with an acquisition of our company or certain terminations of employment, as described in the section titled “Potential Payments upon Termination or Change of Control” below.

In March 2015, we awarded Ms. Marcelo and Mr. Krupinski RSUs entitling them to receive 257,100 and 64,300 shares of our common stock, respectively. These awards vest as to 6.25% of the underlying shares at the end of each successive three-month period following March 9, 2015. We also awarded Ms. Marcelo an additional RSU award entitling her to receive 96,400 shares of our common stock. This award vests as to 25% of the underlying shares on March 9, 2016 and as to 6.25% of the original number of underlying shares at the end of each successive three-month period following March 9, 2016.

Upon the commencement of his employment in April 2015, we awarded Mr. Echenberg RSUs entitling him to receive 125,200 shares of our common stock. This award vests as to 25% of the underlying shares on June 9, 2016 and as to 6.25% of the original number of underlying shares at the end of each successive three-month period following June 9, 2016.

In 2015, we also awarded our named executive officers RSUs that vest subject to the achievement of certain corporate performance metrics based on 2015 revenue and adjusted EBITDA targets, entitling each named executive officer to receive the number of shares of our common stock listed below. If the performance targets were met, the awards would vest as to 6.25% of the underlying shares on March 9, 2016 and as to 6.25% of the original number of underlying shares at the end of each successive three-month period following March 9, 2016.



Name			Number of Shares Underlying RSU
Sheila Lirio Marcelo			96,400
Michael Echenberg			14,700
David Krupinski			32,100

In March 2016, we determined that we had not attained the corporate goals for 2015 required to commence the vesting of these performance-based RSU awards. As a result, the awards did not vest and were forfeited.

Our Board considered the recommendations of our compensation committee and our Chief Executive Officer when determining the size of individual 2015 RSU awards. In recommending 2015 RSU awards to the Board, the compensation committee and our Chief Executive Officer considered, among other factors, the role and responsibility of the individual executive officer, the competitive market for the executive’s position, the size and value of existing equity awards and the committee’s subjective evaluation of individual performance and prior contributions to the company.

401(k) Plan

We sponsor a retirement plan intended to qualify for favorable tax treatment under Section 401(k) of the Internal Revenue Code of 1986, as amended, or the Code. Eligible employees may make pre-tax contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit on pre-tax contributions under the Code. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as full-time U.S. employees generally. For 2015, we matched 50% of contributions made by participants in the 401(k) plan, up to $500 per participant.

Other Employee Benefits and Perquisites

We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our named executive officers are entitled to participate in the same employee benefit plans, and on the same terms and conditions, as all other U.S. full-time employees. In 2015, our named executive officers did not receive any perquisites or personal benefits that were not available to all of our U.S. full-time employees generally.

Outstanding Equity Awards at 2015 Fiscal Year End

The following table provides information about outstanding stock options and RSUs held by each of our named executive officers at December 26, 2015.



Name	Vesting Start Date		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Sheila Lirio Marcelo	10/31/2010⁽¹⁾		600,000	-	2.68	12/8/2020	-	-	-	-
	⁽²	⁾	70,312	4,688	2.68	12/8/2020	-	-	-	-
	2/1/2013⁽¹⁾		323,125	146,875	6.02	2/28/2023	-	-	-	-
	3/5/2014⁽¹⁾		49,218	63,282	21.03	3/4/2024	-	-	-	-
	3/9/2015⁽¹⁾		-	-	-	-	208,894	1,518,659	-	-
	3/9/2015⁽³⁾		-	-	-	-	96,400	700,828	-	-
	3/9/2015⁽⁴⁾		-	-	-	-	-	-	96,400	700,828
Michael Echenberg	4/29/2015⁽⁵⁾		-	-	-	-	125200	910,204	-	-
	4/29/2015⁽⁴⁾		-	-	-	-	-	-	14,700	106,869
David Krupinski	11/16/2010⁽¹⁾		90,000	-	2.68	12/8/2020	-	-	-	-
	2/1/2012⁽¹⁾		23,437	1,563	3.70	2/21/2022	-	-	-	-
	2/1/2013⁽¹⁾		68,750	31,250	6.02	2/28/2023	-	-	-	-
	3/5/2014⁽¹⁾		21,875	28,125	21.03	3/4/2024	-	-	-	-
	3/9/2015⁽¹⁾		-	-	-	-	52,244	379,814	-	-
	3/9/2015⁽⁴⁾		-	-	-	-	-	-	32,100	233,367


(1)	The option or RSU vests as to 6.25% of the underlying shares at the end of each successive three-month period following the vesting start date.

(2)

The original option was eligible to vest in four equal annual installments on January 31, 2012, 2013, 2014 and 2015, based upon whether we fully achieve the corporate performance goals established by the Board or compensation committee for the 2011, 2012, 2013 and 2014 performance years. In March 2014, the Board determined it was appropriate to amend the option to provide that the 25% portion of the award that was eligible to vest based on 2013 performance would be eligible to vest as to 12.5% of such portion in quarterly installments over the 24 month period following March 5, 2014, subject to Ms. Marcelo’s continued employment through each applicable vesting date, and therefore, 4,688 shares remained unexercisable as of December 26, 2015.


(3)	The option or RSU vests as to 25% of underlying shares on March 9, 2016 and as to an additional 6.25% of the underlying shares at the end of each successive three-month period thereafter.

(4)

The RSU was scheduled to vest as to 6.25% of the underlying shares on March 9, 2016 and at the end of each successive three-month period thereafter, subject to our achievement of certain corporate performance metrics based on 2015 revenue and adjusted EBITDA targets. In March 2016, we determined that we had not attained the 2015 corporate goals required to commence vesting of the RSUs and the RSUs did not vest and were forfeited.


(5)	The RSU vests as to 25% of underlying shares on June 9, 2016 and as to an additional 6.25% of the underlying shares at the end of each successive three-month period thereafter.

Potential Payments upon Termination or Change of Control

We have entered into letter agreements with Ms. Marcelo, dated November 15, 2006 and December 9, 2010 that provide benefits in the event of certain terminations of employment. Under the terms of the letter agreements with Ms. Marcelo, if we terminate Ms. Marcelo’s employment without cause or Ms. Marcelo’s employment terminates due to her death, disability or resignation for good reason, she (or her estate or other designee in the event of her death) will be entitled to receive an amount equal to 50% of her annual base salary as in effect at the time of her termination and six months of continued coverage under our medical and dental plans on the same terms that were in effect at the time of her termination (including coverage for her spouse and dependents to the extent covered at the time of her termination).

Except as described below with respect to equity awards, none of our named executive officers other than Ms. Marcelo are entitled to receive severance benefits or payments upon a termination of employment.

All equity awards held by our named executive officers vest, and become exercisable in the case of options, as to an amount equal to 25% of the original number of underlying shares immediately prior to an acquisition of our company. In addition, if a named executive officer is terminated without cause or resigns for good reason following an acquisition of our company, all of the named executive officer’s outstanding equity awards will immediately vest, and in the case of options, become exercisable in full.

For purposes of the foregoing: “cause” means (i) a failure to perform reasonably assigned duties which remains uncured for 10 days following written notice, (ii) engaging in dishonesty, gross negligence or misconduct that is injurious to the company or (iii) conviction of a felony or crime involving moral turpitude; and “good reason” means a material adverse change in responsibilities, duties or compensation without consent or the relocation of an individual’s place of work such that the distance from the individual’s residence to place of work increases by more than 30 miles.

Confidentiality, Non-Competition and Non-Solicitation Agreements

Our named executive officers have each entered into agreements containing confidentiality, non-compete and non-solicit covenants. Under the terms of these agreements, our named executive officers have agreed to refrain from disclosing our proprietary information in perpetuity and from competing with us or soliciting our clients, customers or employees for a period of 12 months following termination of their employment.

2015 Director Compensation

The following table presents certain information concerning the compensation of our non-employee directors for fiscal year 2015.



Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽²⁾	Total ($)
Tony Florence	-	-	-
Laura Lang	35,000	58,350	93,350
J. Sanford Miller	-	-	-
I. Duncan Robertson	55,000	49,792	104,792
Antonio Rodriguez⁽¹⁾	-	-	-
Brian Swette	75,000	150,154	225,154

(1) Mr. Rodriguez resigned from our board effective October 26, 2015.

(2) Amounts represent the grant date fair value of restricted stock unit awards, calculated in accordance with FASB ASC 718.

We do not currently maintain a formal director compensation program. For 2015, the Board approved the payment of cash retainers to the non-employee members of the Board who are not affiliated with our venture capital firm stockholders, or our non-affiliated directors, as follows: $35,000 to Ms. Lang; $55,000 to Mr. Robertson, which includes $20,000 for his service as audit committee chair; and $75,000 to Mr. Swette, which includes $30,000 for his service as lead independent director and $10,000 for his service as a member of the compensation committee. The cash retainers were paid quarterly in arrears. For 2015, the Board also approved the grant of RSUs to each of our non-affiliated directors. Ms. Lang, Mr. Robertson and Mr. Swette received 7,500 RSUs, 6,400 RSUs and 19,300 RSUs, respectively, as compensation for service as directors, including in the case of Mr. Robertson, as audit committee chair and, in the case of Mr. Swette, as our lead independent director. The RSUs to Ms. Lang, Mr. Robertson and Mr. Swette vest as to 25% of the underlying shares on March 9, 2016 and in equal quarterly installments over the three years thereafter.

Employee directors do not receive additional compensation for their service as directors.

The table below shows the aggregate number of option awards (exercisable and unexercisable) and RSUs held as of December 26, 2015 by each non-employee director.



Name	Options Outstanding at Year End		RSUs Outstanding at Year End
Tony Florence		-	-
Laura Lang		24,984	7,500
J. Sanford Miller		-	-
I. Duncan Robertson		32,126	6,400
Antonio Rodriguez		-	-
Brian Swette		123,214	19,300

EQUITY COMPENSATION PLAN INFORMATION

The following table presents information as of December 26, 2015 with respect to compensation plans under which our equity securities are authorized for issuance.



Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights⁽²⁾	Weighted-average exercise price of outstanding options, warrants and rights⁽³⁾	Number of securities remaining available for future issuance under equity compensation plans⁽⁴⁾
Equity compensation plans approved by security holders⁽¹⁾	5,040,378	$6.52	3,084,574
Equity compensation plans not approved by security holders	-	-	-
Total	5,040,378	$6.52	3,084,574


(1)	Consists of our 2006 Stock Incentive Plan and our 2014 Incentive Award Plan.

(2)

Consists of 3,481,750 shares of our common stock issuable upon the exercise of outstanding options awarded under our 2006 Stock Incentive Plan and our 2014 Incentive Award Plan, 1,305,628 shares of our common stock issuable upon the vesting of restricted stock units subject to time-based vesting issued under our 2014 Incentive Award Plan and 253,000 shares of our common stock issuable upon the vesting of restricted stock units subject to the attainment of certain performance conditions issued under our 2014 Incentive Award Plan. In March 2016, we determined that the performance conditions were not met, and as a result, these awards did not vest and were forfeited.


(3)	Does not include restricted stock units, which have no exercise price.


(4)	As of December 25, 2016, there were no securities available for future issuance under the 2006 Stock Incentive Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of our common stock as of April 14, 2016 by:


•	each person known by us to beneficially own more than 5% of our common stock;


•	each of our directors;


•	each of our named executive officers; and


•	all of our executive officers and directors as a group.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC and percentage ownership is based on 32,084,261 shares outstanding as of April 14, 2016. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable, and shares of our common stock that may be acquired upon the vesting of restricted stock units, in each case within 60 days after April 14, 2016, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of all listed stockholders is c/o Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.



Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage Outstanding
5% Stockholders
Matrix Partners VII, LP⁽¹⁾	4,916,205	15.3%
Entities affiliated with New Enterprise Associates 13, LP⁽²⁾	3,260,989	10.2%
Institutional Venture Partners XIII, L.P.⁽³⁾	2,492,080	7.8%
Entities affiliated with Tenzing Global Management LLC⁽⁴⁾	2,450,000	7.6%
Entities affiliated with United States Automobile Association⁽⁵⁾	2,248,214	7.0%
William D. Breedlove, Jr.⁽⁶⁾	2,059,055	6.4%

Named Executive Officers and Directors
Sheila Lirio Marcelo⁽⁷⁾	2,353,488	7.1%
Michael Echenberg⁽⁸⁾	38,654	*
David Krupinski⁽⁹⁾	403,806	1.2%
Tony Florence	-	-
Chet Kapoor⁽¹⁰⁾	2,450,000	7.6%
Laura Lang⁽¹¹⁾	14,713	*
J. Sanford Miller⁽¹²⁾	2,492,080	7.8%
I. Duncan Robertson⁽¹³⁾	13,330	-
Brian Swette⁽¹⁴⁾	382,143	1.2%

All executive officers and directors as a group (ten persons)⁽¹⁵⁾	8,335,982	24.7%
* Less than 1%


(1)	Matrix VII Management Co., L.L.C. is the General Partner of Matrix Partners VII, L.P., or Matrix VII. Antonio Rodriguez is a Managing Member of Matrix VII Management Co., L.L.C., and in such capacity has sole voting and dispositive power with respect to the shares of our common stock held by Matrix VII. The address of Matrix VII is 101 Main Street, 17th Floor, Cambridge, Massachusetts 02142.

(2)

Consists of (a) 3,256,013 shares held by New Enterprise Associates 13, L.P., or NEA 13, and (b) 4,976 shares held by NEA Ventures 2010, L.P., or NEA Ventures 2010. The shares of our common stock held by NEA 13 are indirectly held by NEA Partners 13, L.P., or NEA Partners 13, its sole general partner, NEA 13 GP, LTD, or NEA 13 LTD, the sole general partner of NEA Partners 13, and each of the individual directors of NEA 13 LTD. The individual directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna S. Kolluri, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. Weller, which we refer to collectively as the NEA 13 Directors. The shares held by NEA Ventures 2010 are indirectly held by Karen P. Welsh, the general partner of NEA Ventures 2010. NEA Partners 13, NEA 13 LTD and the NEA 13 Directors share voting and dispositive power with regard to the shares held by NEA 13. Karen P. Welsh has voting and dispositive power with regard to the shares held by NEA Ventures 2010. The address of NEA 13 and NEA Ventures 2010 is 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21093.

(3)

Institutional Venture Management XIII LLC, or IVM XIII, is the General Partner of Institutional Venture Partners XIII, L.P., or IVP XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, as Managing Directors of IVM XIII, may be deemed to have shared voting and dispositive power with respect to the shares held by IVP XIII. The address for IVP XIII is 3000 Sand Hill Road, Building 2, Suite 250, Menlo Park, California 94025.

(4)

Consists of (a) 1,757,790 shares held by Tenzing Global Investors Fund I LP, or Fund I, and (b) 692,210 shares held in discretionary accounts, or the Parallel Account, managed by Tenzing Global Management LLC, or Tenzing Global Management. Tenzing Global Management acts as the investment advisor of Fund I. Chet Kapoor is the managing partner of Tenzing Global Management and Tenzing Global Investors LLC, or Tenzing Global Investors, which is the general partner of Fund I. Tenzing Global Investors may be deemed to have shared voting and dispositive power with respect to the shares held by Fund I. Tenzing Global Management and Mr. Kapoor may be deemed to share voting and dispositive power with respect to the shares held by Fund I and the Parallel Account. For voting arrangements among the Company, Tenzing Global Management LLC, Tenzing Global Investors LLC, Tenzing Global Investors Fund I LP and Chet Kapoor, see “Corporate Governance - Nomination and Standstill Agreement and Appointment of Chet Kapoor to the Board of Directors.” The address for Tenzing Global Management is 388 Market Street, Suite 860, San Francisco, CA 94111.


(5)	Consists of (a) 1,114,107 shares held by United States Automobile Association, or USAA, and (b) 1,134,107 shares held by USAA Casualty Insurance Company. USAA Casualty Insurance Company is a wholly owned subsidiary of USAA. The address for USAA and USAA Casualty Insurance Company is 9800 Fredericksburg Road, San Antonio, Texas 78288.

(6)

Consists of (a) 224,751 shares held by William D. Breedlove, Jr., (b) 224,751 shares held by Stephanie Breedlove, the wife of Mr. Breedlove, (c) 709,138 shares held by The Breedlove Enterprises Irrevocable Trust, of which Mr. and Mrs. Breedlove are co-trustees, (d) 709,138 shares held by the Breedlove Family Irrevocable Trust, of which Mr. Breedlove is trustee and (e) 191,277 shares held jointly by Mr. and Mrs. Breedlove.

(7)

Consists of (a) 828,836 shares held directly by Ms. Marcelo, (b) 342,646 shares held by The Sheila L. Marcelo 2012 Five-Year Grantor Retained Annuity Trust, of which Ms. Marcelo is the trustee, (c) 2,089 shares held directly by Ronald Marcelo, Ms. Marcelo’s husband, (d) 1,135,226 shares issuable to Ms. Marcelo upon exercise of stock options exercisable within 60 days after April 14, 2016, (e) 29,089 shares issuable to Ms. Marcelo upon vesting of restricted stock units that vest within 60 days after April 14, 2016, (f) 14,563 shares issuable to Ronald Marcelo, Ms. Marcelo’s husband, upon exercise of stock options exercisable within 60 days after April 14, 2016 and (g) 1,039 shares issuable to Mr. Marcelo upon vesting of restricted stock units that vest within 60 days after April 14, 2016


(8)	Consists of 5,023 shares issuable to Mr. Echenberg upon exercise of stock options exercisable within 60 days after April 14, 2016 and 33,631 shares issuable upon vesting of restricted stock units that vest within 60 days after April 14, 2016


(9)	Consists of (a) 168,059 shares held directly by Mr. Krupinski, (b) 229,398 shares issuable to Mr. Krupinski upon exercise of stock options exercisable within 60 days after April 14, 2016 and (c) 6,349 shares issuable upon vesting of restricted stock units that vest within 60 days after April 14, 2016


(10)	Consists of shares described in Note 4 above. The shares held by Fund I and the Parallel Account are maintained in a brokerage margin account and as such have been pledged as security for the account.


(11)	Consists of (a) 1,065 shares held directly by Ms. Lang, (b) 13,180 shares issuable to Ms. Lang upon exercise of stock options exercisable within 60 days after April 14, 2016 and (c) 468 shares issuable upon vesting of restricted stock units that vest within 60 days after April 14, 2016.


(12)	Consists of shares described in Note 3 above.


(13)	Consists of (a) 884 shares held directly by Mr. Robertson, (b) 12,046 shares issuable to Mr. Robertson upon exercise of stock options exercisable within 60 days after April 14, 2016 and (c) 400 shares issuable upon vesting of restricted stock units that vest within 60 days after April 14, 2016.

(14)

Consists of (a) 2,672 shares held directly by Mr. Swette, (b) 41,530 shares held by Mr. Swette as trustee of GRAT #2 under Brian T. Swette 2010 Master Grantor Retained Annuity Trust Agreement dated 3/1/10, (c) 41,530 shares held by Kelly Swette, Mr. Swette’s wife and trustee of GRAT #2 under Kelly Swette 2010 Master Grantor Retained Annuity Trust Agreement dated 3/1/10, (d) 179,960 shares held by the Swette Family Trust-2000, of which Mr. Swette is a co-trustee, (e) 115,245 shares issuable to Mr. Swette upon exercise of stock options exercisable within 60 days after April 14, 2016 and (f) 1,206 shares issuable to Mr. Swette upon vesting of restricted stock units that vest within 60 days after April 14, 2016.


(15)	See footnotes 1 through 14 above. Includes 105,028 shares issuable upon exercise of stock options exercisable within 60 days after April 14, 2016 and 5,210 shares issuable upon vesting of restricted stock units that vest within 60 days after April 14, 2016, in each case that are beneficially owned by executive officers not listed in the table above

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who own more than 10% of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”), to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. All Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms received by us and upon written representations of the Reporting Persons received by us, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to the year ended December 26, 2015, except that due to an administrative oversight one late Form 4 for each of Ms. Marcelo, Mr. Krupinski and Ms. Musi was filed on June 16, 2015 reporting the June 9, 2015 vesting of restricted stock units.

ADDITIONAL INFORMATION

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

Brokers with account holders who are Care.com stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: Corporate Secretary, Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451 or (3) contact our Investor Relations department by telephone at (781) 795-7244 or via email at investors@care.com. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Other Matters

As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

Annual Reports

The 2015 Annual Report to Stockholders is being mailed with this Proxy Statement to those stockholders that received a copy of the proxy materials in the mail. Requests for copies of our 2015 Annual Report to Stockholders may also be directed to the Corporate Secretary, Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451.

We have filed our Annual Report on Form 10-K for the fiscal year ended December 26, 2015 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov. Upon written request by a Care.com stockholder, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial

statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to the Corporate Secretary, Care.com, Inc., 77 Fourth Avenue, 5th Floor, Waltham, Massachusetts 02451.



	By Order of the Board of Directors

	Diane M. Musi General Counsel and Corporate Secretary

April 21, 2016