Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Zillow Group's definitive proxy statement filed with the Securities andExchange Commission onApril 22, 2020 (the "Proxy Statement") and is incorporated herein by reference. Under the Plan, employees, officers, directors, consultants, agents, advisors and independent contractors are eligible to receive awards. Awards granted under the Plan may consist of stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units, performance shares, performance units, cash-based awards or other incentives payable in cash or in shares ofZillow Group's Class C capital stock as may be determined by the plan administrator and subject to the terms of the Plan. The Plan initially authorizes the issuance of up to 12,400,000 shares of Class C capital stock, subject to adjustment as described in the Plan. In addition, any shares available for new grants under the 2011 Plan as of the date of shareholder approval of the Plan will become available for issuance under the Plan, as will any shares subject to awards under the 2011 Plan as of the date of shareholder approval of the Plan that on or after that date expire or terminate without being settled in shares. The Plan will terminate onJune 9, 2030 . The foregoing summary of the Plan and the summary of the Plan set forth in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report. Item 5.07 Submission of Matters to a Vote of Security Holders. OnJune 9, 2020 ,Zillow Group held its 2020 Annual Meeting. At the 2020 Annual Meeting,Zillow Group's shareholders voted on the following matters: (1) to elect three directors nominated by our Board of Directors each to serve until the 2023 Annual Meeting of Shareholders; (2) to ratify the appointment ofDeloitte & Touche LLP asZillow Group's independent registered public accounting firm for the fiscal year endingDecember 31, 2020 ; (3) to approve theZillow Group, Inc. 2020 Incentive Plan; and (4) a shareholder proposal regarding majority vote for election of directors.
Proposal 1: Election of Directors DIRECTOR FOR WITHHELD BROKER NON-VOTES Amy C. Bohutinsky 104,947,700 1,697,600 8,983,889 Jay C. Hoag 103,735,443 2,909,857 8,983,889 Gregory B. Maffei 90,586,035 16,059,265 8,983,889
Proposal 2: Ratification of the Appointment of
FOR AGAINST ABSTAIN 115,543,943 44,658 40,588
Proposal 3: Approval of the
FOR AGAINST ABSTAIN BROKER NON-VOTES 80,609,501 25,989,015 46,784 8,983,889
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Proposal 4: Shareholder Proposal to Elect Directors by Majority Vote
FOR AGAINST ABSTAIN BROKER NON-VOTES 40,046,333 66,538,105 60,862 8,983,889 Item 8.01 Other Events.
The Form S-8 registration statement (File No. 333-238077) (the "Registration
Statement") for the shares issuable under the Plan (the "Shares") was filed with
the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 5.1 Opinion ofPerkins Coie LLP . 10.1Zillow Group, Inc. 2020 Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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