DEF: Zillow Group Sets Date for 2025 Annual Shareholder Meeting, Board Recommends Director Elections and Auditor Ratification

Zillow Group's 2025 Annual Meeting of Shareholders will be held virtually on June 2, 2025, to elect directors and ratify the appointment of Deloitte & Touche LLP as the independent auditor.

Summary

• Zillow Group will hold its 2025 Annual Meeting of Shareholders virtually on June 2, 2025.
• Shareholders of record as of March 24, 2025, are entitled to vote.
• The meeting will include the election of four Class II directors (Richard N. Barton, Lloyd D. Frink, April Underwood, and Jeremy Wacksman) to serve until the 2028 Annual Meeting.
• Shareholders will also vote to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR each of the proposals.
• The proxy statement was first sent to shareholders on or about April 16, 2025.
• The Board was composed of eleven members as of March 24, 2025.
• The Board has determined that Mr. Blachford, Ms. Bohutinsky, Mr. Gurley, Mr. Hoag, Mr. Maffei, Mr. Stephenson, Ms. Thielke, and Ms. Underwood meet the applicable SEC and Nasdaq definitions of independent.
• In 2024, Zillow Group compensated its eligible non-employee directors with a grant of restricted stock units, stock options, or a combination of both, pursuant to each eligible non-employee director's election under the NED Equity Program.
• The compensation committee engaged Compensia, a compensation consulting firm, to recommend a peer group for the purpose of conducting a market analysis of the total compensation of certain executive officers.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a positive outlook on the company's governance and performance. The recommendation to vote for the proposals suggests confidence in the company's direction.

Positives

• The Board is recommending a vote FOR the election of directors and ratification of the auditor.
• The Board is composed of a majority of independent directors.
• The company has a strong focus on corporate governance and ethical conduct.
• The company is committed to sustainability and has a comprehensive sustainability strategy.
• The company offers a flexible work environment and invests in employee development and well-being.
• The Zillow Group portfolio attracted 9.3 billion visits in 2024 and an annual monthly high of 241 million unique users in July 2024.
• We achieved double digit revenue growth for the full year 2024, up 15% year over year to $2.2 billion.

Risks

• The document contains forward-looking statements that involve risks and uncertainties.
• The company's actual results may differ from those described in the forward-looking statements.
• The company faces challenges associated with strategic acquisitions, cybersecurity, regulatory and other legal and compliance matters.

Future Outlook

The document contains forward-looking statements, but does not provide specific financial guidance.

Industry Context

The document references peer companies in the real estate and technology sectors used for compensation benchmarking, indicating an awareness of industry standards.

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 certain executive officers.
• The peer group for which Compensia provided data in 2023 that was reviewed by the compensation committee in connection with determining our executive officers 2024 base salaries and equity award sizes consisted of the following companies: AppFolio, Inc., Pinterest, Inc., CoStar Group, Inc., Redfin Corporation, DoorDash, Inc., Robinhood Markets, Inc., Dropbox, Inc., SoFi Technologies, Inc., Etsy, Inc., Splunk Inc., Expedia, Inc., S&C Technologies Holdings, Inc., Fortinet, Inc., Take Two Interactive Software, Inc., Frontdoor, Inc., Tyler Technologies, Inc., GoDaddy Inc., Verisign, Inc., Guidewire Software, Inc., Workday, Inc., IAC/InterActiveCorp

Management Changes

Corporate Governance

Related Party Transactions

• The Company and Executive Jet Management, Inc. (EJM) entered into a Charter Service Agreement for the occasional use by the Company of an aircraft owned by an entity that is owned by Lloyd D. Frink.
• The Company and EJM entered into a Charter Service Agreement for the occasional use by the Company of an aircraft owned by an entity that is owned by Richard N. Barton.

Stakeholder Impact

• Shareholders are being asked to vote on key decisions regarding the company's leadership and governance.
• Employees are impacted by the company's compensation policies and benefits programs.
• The company's performance and strategic direction affect its customers, suppliers, and creditors.

Next Steps

• Shareholders are encouraged to vote on the proposals.
• The company will announce the results of the voting after the Annual Meeting.

Key Dates

Keywords

shareholders, directors, compensation, governance, proxy, Zillow