DEF: Zeta Global 2026 Proxy Statement Overview

Zeta Global Holdings Corp. announces its 2026 Annual Meeting of Stockholders to be held on June 16, 2026, to vote on director elections, auditor ratification, and executive compensation.

Summary

• The 2026 Annual Meeting of Stockholders is scheduled for June 16, 2026, in New York, NY.
• Stockholders will vote on the election of three Class II directors: William Landman, Robert Niehaus, and Jeanine Silberblatt.
• The meeting includes a proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
• An advisory vote on the compensation of named executive officers (Say-on-Pay) is included.
• The company reported 2025 revenue of $1,304.7 million, a 29.7% increase over 2024.
• Adjusted EBITDA for 2025 was $278.7 million, compared to $193.0 million in 2024.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a positive filing, reflecting strong financial growth, exceeding guidance, and a stable corporate governance structure.

Positives

• Revenue grew by $298.9 million (29.7%) year-over-year to $1,304.7 million.
• Super-scaled customer count increased by 24% in 2025.
• Super-scaled customer ARPU increased by 8% to $6.2 million.
• Net cash provided by operating activities reached $198.9 million in 2025.
• Adjusted EBITDA margin improved to 21.4% in 2025 from 19.2% in 2024.

Negatives

• The company reported a net loss of $31.5 million for the fiscal year ended December 31, 2025.
• The company maintains a dual-class stock structure where Class B shares carry 10 votes per share, concentrating voting power in the hands of certain holders.

Risks

• Potential for future net losses and the need to maintain profitability.
• Dependence on key executive leadership and the ability to retain talent.
• Risks associated with cybersecurity and data privacy.
• Regulatory risks related to the company's data-driven digital technology business.
• Market competition and the ability to maintain growth in super-scaled customer segments.

Future Outlook

The company aims to continue executing its strategic plan to maximize stockholder value, focusing on revenue growth and profitability, while maintaining competitive executive compensation programs to attract and retain talent.

Management Comments

• Management believes the 2025 compensation programs were effective incentives aligned with stockholder interests.
• The Board emphasizes the importance of performance-based, at-risk compensation for senior executives.

Industry Context

StockSavvy.ai notes that Zeta Global's performance metrics, particularly the growth in super-scaled customers and ARPU, align with broader trends in the AI-enabled marketing technology sector, where companies are increasingly focused on high-value, long-term customer relationships.

Comparison to Industry Standards

• The company's peer group for compensation benchmarking includes industry peers such as The Trade Desk, Twilio, and ZoomInfo.
• The use of Adjusted EBITDA as a primary performance metric is consistent with standard practices among high-growth SaaS and marketing technology companies.

Corporate Governance

Related Party Transactions

• The company repurchased shares from affiliates of William Landman and from Jen Elzie in 2025 and 2026.
• James Landman, son of director William Landman, is employed by the company in a product operations role.

Stakeholder Impact

• Shareholders are requested to vote on key governance and compensation matters.
• Employees participate in standard health, welfare, and 401(k) programs.

Next Steps

• Hold the 2026 Annual Meeting of Stockholders on June 16, 2026.
• Tabulate and certify votes via Computershare.
• Report final voting results in a Form 8-K within four business days of the meeting.

Key Dates

Recommendation

The filing provides standard annual meeting disclosures. While financial performance is strong, the proxy statement itself does not contain new, non-public material information that would typically trigger a significant share price movement.

Keywords

Zeta Global, Proxy Statement, Annual Meeting, Executive Compensation, Corporate Governance, Digital Marketing, SaaS