DEF 14A: Zillow Group Sets Date for 2024 Annual Shareholder Meeting, Outlines Key Proposals

Zillow Group's 2024 Annual Meeting of Shareholders will be held virtually on June 3, 2024, to vote on director elections, auditor ratification, executive compensation, and other business.

Summary

• Zillow Group will hold its 2024 Annual Meeting of Shareholders virtually on June 3, 2024.
• Shareholders of record as of March 25, 2024, are entitled to vote.
• The meeting will address the election of four Class I directors, ratification of Deloitte & Touche LLP as the independent auditor, and an advisory vote on executive compensation.
• The Board recommends voting FOR all proposals.
• The proxy statement was first sent to shareholders on or about April 16, 2024.
• In 2023, Zillow Group reduced Scope 1 and Scope 2 greenhouse gas (GHG) emissions by 95% compared to a 2019 base year.
• Zillow gave $1,013,019 in cash and in-kind donations, and employees donated $295,140.
• The company repurchased 2,212 shares of Class A common stock at a weighted average price of $46.45 per share for an aggregate purchase price of $103 million, 7,311 shares of Class C capital stock at a weighted average price of $43.94 per share for an aggregate purchase price of $321 million, and $58 million aggregate principal amount of convertible senior notes.
• As of December 31, 2023, $770 million remained available under the repurchase program.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining meeting details and governance practices. The tone is professional and forward-looking, with a focus on shareholder engagement and sustainability initiatives. There are some negative points related to a decrease in users and visits to the website, but overall the document is neutral to positive.

Positives

• The Board is actively engaged in risk oversight and has established an Enterprise Risk Management program.
• Zillow Group is committed to sustainability, with initiatives focused on social impact, equity, environmental sustainability, and responsible business practices.
• The company has a flexible workforce policy and invests in employee development and engagement.
• Zillow Group conducts an annual pay equity analysis to ensure fair compensation practices.
• The company repurchased 2,212 shares of Class A common stock at a weighted average price of $46.45 per share for an aggregate purchase price of $103 million, 7,311 shares of Class C capital stock at a weighted average price of $43.94 per share for an aggregate purchase price of $321 million, and $58 million aggregate principal amount of convertible senior notes.
• As of December 31, 2023, $770 million remained available under the repurchase program.

Negatives

• Average monthly unique users for Zillow Groups mobile apps and websites were 214 million, down 3% year over year, while visits during 2023 were 10 billion, down 5% from the previous year.
• The decreases were primarily driven by macro housing market factors including low housing inventory, fewer new for-sale listings, increases and volatility in mortgage interest rates, as well as home price fluctuations.

Risks

• The document mentions forward-looking statements that involve risks and uncertainties, referencing the Risk Factors described in Zillow Groups Annual Report on Form 10-K for the year ended December 31, 2023.
• The company faces challenges associated with strategic acquisitions, cybersecurity, regulatory and other legal and compliance matters.

Future Outlook

The document contains forward-looking statements and refers to the company's annual report on Form 10-K for the year ended December 31, 2023, for more information about potential factors that could affect Zillow Groups business and financial results.

Management Comments

• Richard N. Barton, Co-founder and CEO, and Lloyd D. Frink, Co-founder and Executive Chairman and President, invite shareholders to attend the 2024 Annual Meeting and encourage them to vote their shares promptly.
• The Board believes utilizing a virtual-only format provides the opportunity for participation by a broader group of shareholders while reducing the costs associated with planning, holding, and arranging logistics for an in-person meeting.

Industry Context

The document mentions that the company competes with other companies to attract and retain a skilled senior leadership team and references peer companies in the real estate and technology sectors used for compensation benchmarking.

Comparison to Industry Standards

• The compensation committee engaged Compensia to recommend a peer group for the purpose of conducting a market analysis of the total compensation of our executive officers and to provide recommendations for the compensation committees consideration with respect to the salary and equity compensation of our executive officers for 2023.
• The peer companies selected were identified among companies operating in the real estate and technology sectors.
• The data provided included, among other items, 75th, 60th, 50th and 25th percentile base salary, long-term equity incentive levels, and target total direct compensation levels for executive officers of the peer group.
• The peer group for which Compensia provided data in 2022 that was reviewed by the compensation committee in connection with determining our executive officers 2023 base salaries and equity award sizes consisted of the following companies: CoStar Group, Inc., Robinhood Markets, Inc., DoorDash, Inc., SoFi Technologies, Inc., Dropbox, Inc., Splunk Inc., Etsy, Inc., SS&C Technologies Holdings, Inc., Expedia, Inc., Take Two interactive Software, Inc., Fortinet, Inc., Tyler Technologies, Inc., IAC/InterActiveCorp, Verisign, Inc., Pinterest, Inc., Workday, Inc., Redfin Corporation, X Corp

Management Changes

Corporate Governance

Related Party Transactions

• The Company and Executive Jet Management, Inc. (EJM) entered into a Charter Service Agreement, as may be amended from time to time (Charter Agreement #1) for the occasional use by the Company of an aircraft owned by an entity that is owned by Lloyd D. Frink.
• The Company entered into an Aircraft Time Sharing Agreement with Mr. Frink on October 3, 2022, as may be amended from time to time ('Time Sharing Agreement #1') for a similar purpose, pursuant to which the Company may lease the aircraft for business travel and pay certain time-sharing costs.
• The Company and EJM entered into a Charter Service Agreement, as may be amended from time to time ('Charter Agreement #2') for the occasional use by the Company of an aircraft owned by an entity that is owned by Richard N. Barton.
• The Company entered into an Aircraft Time Sharing Agreement with Mr. Barton on December 14, 2022, as may be amended from time to time ('Time Sharing Agreement #2') for a similar purpose, pursuant to which the Company may lease the aircraft for business travel and pay certain time-sharing costs.
• Susan Daimler's spouse is a non-executive officer of the Company who serves as Senior Vice President, Product, reporting to Jeremy Wacksman, our Chief Operating Officer, and was employed by the Company during 2023.
• Mr. Parker's son is a non-executive officer of the Company who serves as a software development engineer within our engineering organization.

Stakeholder Impact

• Shareholders are encouraged to participate in the Annual Meeting and vote on key proposals.
• Employees are impacted by the company's compensation and benefits programs, as well as its commitment to diversity and inclusion.
• The company's sustainability initiatives aim to benefit the environment and communities it serves.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The Board and its committees will continue to evaluate and refine corporate governance practices and compensation programs.
• The company will continue to implement its sustainability strategy and report on its progress.

Key Dates

Keywords

shareholders, directors, compensation, governance, proxy, Zillow