DEFA14A


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

Filed by the Registrant x
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
o
Definitive Proxy Statement
x
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)
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(5)
Total fee paid:
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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.
 
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CARE.COM, INC.
77 Fourth Avenue
5th Floor
Waltham, Massachusetts 02451
SUPPLEMENT TO PROXY STATEMENT
FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS
June 13, 2016
This supplement to our Proxy Statement for the 2016 Annual Meeting of Stockholders to be held on Monday, June 13, 2016 is being furnished solely to correct certain information regarding the audit fees and total fees incurred to Ernst & Young LLP during the fiscal year ended December 26, 2015 as set forth on page 10 of the Proxy Statement under the heading "Principal Accountant Fees and Services." The table and accompanying notes appearing on page 10 of the Proxy Statement are restated below to include the corrected information.
 
Year Ended
 
December 26,
2015
December 27,
2014
Audit Fees(1)

$1,066,500


$1,241,860

Audit‑Related Fees(2)
-

-

Tax Fees(3)
65,500

102,000

All Other Fees(4)
1,820

2,300

Total Fees

$1,133,820


$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 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.
Except as provided in this supplement to our Proxy Statement, the information provided in the Proxy Statement continues to apply.
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