CoStar Group, Inc. (CSGP)
NASDAQ: CSGP · Real-Time Price · USD
36.36
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Apr 27, 2026, 2:01 PM EDT - Market open
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AGM 2021

Jun 2, 2021

Speaker 1

Good morning. I'm Mike Klein, Chairman of the Board of Directors of CoStar Group, and I'll be acting as Chairman of this meeting today. It's a pleasure to welcome you the company's 2021 Annual Meeting of Stockholders. It's now 10 am and the meeting is now called to order. In light of the ongoing COVID-nineteen pandemic, We are of course holding this annual meeting stockholders through the virtual format.

I have several members of management team to participating by phone this morning. We also have Wes Epten from Ernst and Young, the company's independent registered public accounting firm, who will be available to answer questions during the Q and A portion of this meeting. I have proof by affidavit from Broadridge Financial Solutions, Inc. That notice of this meeting and notice of to the proxy materials and voting has been duly given to all stockholders of record as of April 7, 2021, the record date for this meeting. CoStar Group's list of registered stockholders as of the record date is, of course, available for inspection during this meeting by clicking the Materials button at the bottom right hand to the side of the screen.

This document will be filed with the corporate records of the company. Jay Campbell has been appointed to act as Inspector of for this meeting. Ms. Campbell has signed her oath of office, which we filled with filed as well with the records of this meeting. I've been informed by the Inspector of Elections that we have present in person or by proxy a sufficient number of shares to constitute a quorum on all matters being presented at this meeting, so that this meeting is now duly constituted.

This meeting will be conducted in accordance to the agenda and rules of conduct that have been posted on the virtual annual meeting website to assure fairness to all stockholders and attendants and as well to assure an orderly meeting. We ask that you participants abide by these rules and thank you for your cooperation. The polls opened at the beginning of the meeting and we'll close at the polls on all matters immediately after the presentation of today's proposals. If you are a stockholder of CoStar Group that logged in using your unique control number. You can vote your shares during the meeting by clicking on the phone number.

You can vote your shares during the meeting by clicking on the voting button at the bottom right hand side of your screen. If you already have voted your shares, There's no need to vote again during today's meeting unless you, of course, you want to change your vote. If you're a stockholder of CoStar Group and wish to submit a question regarding today's proposals or other matters appropriate to our business. You may do so during the meeting by clicking on the Q and A button on the bottom right hand side of the screen. You must have logged in using your unique control number to submit a question.

After we give an overview of the items of business being considered at the meeting, we will respond to any questions regarding the proposals, close the polls and report on the preliminary results of the vote. Then we will seek to answer the questions submitted that are appropriate to CoStar Group's business in the general Q and A session. As stated in the rules of conduct, we ask that you limit yourself to one question and restrict your questions to matters of general interest to our stockholders. Alternatively, you can reach out to Bill Warmington, the company's Vice President of Investor Relationships at wwarmingtoncoastar.com with questions and he will answer those in a timely manner. At this time, I will return to the formal portion of the meeting.

The agenda for that meeting should be visible on the top right hand side of your screen. The formal business consists of 6 agenda items in the order presented in the proxy statements. The first item of business is of course the election of 8 directors named in the proxy statement to serve until the company's 2022 Annual Meeting of Stockholders or until their successors are elected and qualified. The second item of business is to ratify the appointment of the firm of Ernst and Young LLP as the company's independent registered public accounting firm for the company for the fiscal year ended December 31, 2021. A third item of business is to approve on a non binding basis, advisory basis, our executive compensation.

The 4th item of business is to approve the adoption of the company's 4th amended and restated certificate of incorporation, which will increase the total number of shares of common stock from $60,000,000 to $1,200,000,000 and correspondingly increase the total number of shares of capital stock that the company has authorized to issue from $62,000,000 to $1,202,000,000 The 5th item of business to approve the amendment and restatement to CoStar's employees that purchase plan to increase the number of shares authorized for issuance they're under. Our Board of Directors has unanimously recommended to the approval of each of Proposals 1 through 5. You can find more information about those proposals in the proxy statement, which you can access along with the annual report in the meeting materials section of the website. The 6th item of business is a stockholder proposal regarding a simple majority vote. As required under the rules of conduct for the meeting, the introduction and presentation of the proposal will be limited to 5 minutes.

If the operator and moderator want to open the line, Mr. Chevedden, the supporter of that proposal, he can make a brief supporting statement.

Speaker 2

Hello. This is John Chevedden. Can you hear me okay? Yes, we can. To Provost Sigs.

Provost Sigs, a civil majority vote. Joe has requested our Board take each step necessary so that each voting requirement in our charter and bylaws That is explicit or implicit due to default to state law that calls for a greater than self majority vote be Replaced by a requirement for a majority of the votes cast forward against such proposals or a simple majority. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Super majority voting requirements have been found to be 1 of 6 entrenching mechanisms that are negatively related to company performance According to What Matters in Corporate Governance by Lucian Bebchak of the Harvard Law School, super majority Requirements are used to block initiatives supported by most shareholders, but opposed by status quo management. In the past 4 weeks, this proposal topic has won 84% supported HollyFrontier Corporation, 89% support at Bungie Limited and 99% support at ConocoPhillips.

Church and Dwight Charles gave 99% support to a 20 to the 2020 proposal on this same topic. This proposal topic also received overwhelming 99% support at the 2019 to the Q4 of the quarter. The current super majority vote requirement does not make sense. For instance, our 67% super majority vote Requirement in an election calling for 67% shareholder approval, almost 90% of the shares that typically cast ballots at CoStar would need to vote for approval. In anticipation of overwhelming shareholder support for this proposal topic, Enlightened Governance Committee chaired by Mr.

Christopher Neceta could have expedited adoption of this proposal topic by giving shareholders an opportunity to vote on a binding management proposal on this topic at our annual meeting today. Hans adoption could have taken place now instead of later. Management promotes the fallacy that Schrodler should Be complacent in improving our corporate governance and management accountability to shareholders with this proposal simply because management merely has some of the average governance practices that most other companies have. However, management fails to acknowledge that CoStar shareholders lack to the widely accepted rights to call a special shareholder meeting and to act by written consent and also have no right to nominate a Director through shareholder proxy access. The unfortunate attitude of management is that since CoStar is average and even below average in certain important trailer rights, The management goal is to block improvement.

Please vote yes. Simple majority vote, proposal 6.

Speaker 1

Thank you, Mr. Chevenen. As to that proposal, the company's response to it begins on page 81 of the proxy statement. After consideration, the Board unanimously recommended that the shareholders vote against this proposal. There are no other proposals I see no additional questions on the proposals.

It is now 10:09 am Eastern Time and the polls are now closed for voting. Jay Campbell, the Inspector of Elections will now present the preliminary results of voting.

Speaker 3

Thank you, Mr. Klein. Good morning, shareholders. Based on all the proxies and ballots received, the company's 8 nominees have been elected to the Board of Directors. The appointment of Ernst and Young LLP as the company's independent registered public accounting firm for the current fiscal year has been ratified.

The advisory resolutions on executive compensation have been approved. The adoption of the 4th amended and re to the statement of the employee stock to purchase plan has been approved. And finally, the stockholder proposal has been approved.

Speaker 1

Thank you. This includes the business matters for the meeting and thus the formal portion of this meeting is now adjourned. We will file a final report of the Inspector of Elections Report with the records of the meeting and expect the report of the results and the voting on the Form 10 K to be filed with the SEC within 4 business days of the meeting. So, we will now adjourn. If any stockholder has submitted questions, the web portal will stop you.

We'll attempt to answer them now and they're coming up on my chat board and I'll try to respond to the ones that are appropriate for me. We will only respond to the questions that comply with the guidelines set out in the rules and attempt to answer as many questions as possible. So the first question that I saw has to do with stakeholder versus shareholder focus of our governance. On that instance, I think we are trying to do our best by balancing the interest. We are certainly not motivated by short term to share price manipulation or expectations.

We've always taken a long term view. We take a long term view with respect to our shareholders who are our employees by engaging them with substantial stock options and trying to keep our compensation practices and personnel practices as favorable as possible. We're one of the first and most effective companies moving to go online when we saw a pandemic enabling our employees to work offline at Addison Space and we're doing everything we can now to bring them back into the full engagement with the company within appropriate steps that are both considerate of their situation and Desirous of improving our operations. And in terms of our other stakeholders, our customers, whether they're businesses to our consumers because we have both of those pieces. We constantly do monitoring special sessions to assess their interest.

Environmentally, we're probably one of the most environmentally sensitive companies that are operating. We have a fleet of cars that are basically electronic. We're using drones rather than airplanes increasingly to do our photographs. So I think as a company, I want to assure the shareholders who are interested in these subjects, they were taking the broader and better view. The second question I saw is a question about whether or not in light of the COVID-nineteen, we changed our compensation metrics for our leadership.

And the answer is no, we did not, but we've monitored those metrics quite carefully in terms of, as I've just discussed, transforming ourselves into a company that could operate virtually in terms of the COVID situation and bringing people back in an appropriate way. And we think management has done a superb job so far, both in migrating away from in person up employment and presence and back we hope to more successful internal. So Jeanette, do we have any more questions that I should be answering?

Speaker 4

We do, Mr. Chairman. The next question is for Wes Upton from AMY. And the question is how many years have we had the same audit managing partner? If the operator could please open the line to Mr.

Epstein.

Speaker 1

This is Wes Upton from Hi, Jeanette. This is Wes Upton from 2020 1 will be the 1st year for our audit managing partner, which is his name is Tim Vitale.

Speaker 4

Thank you, Mr. Epstein. We now have a few additional questions. The first question will be addressed by our General Counsel, Jay Campbell.

Speaker 3

Hello. I'll take the work from home questions together. We're working very hard to bring our employees back to the office safely as Mr. Klein has referenced. We envision this to be a transition that could last another couple of months.

All of our NIAs have been working from the office for some time.

Speaker 4

Now we have Mr. Wheeler who will answer the last Two questions that we've received. Sure.

Speaker 5

Thanks, Jeanette. The question pertaining to businesses that might be up for acquiring, We run an M and A screening process that looks for information, data and analytics companies in the commercial and the residential to space. Anything tangential to our business that we find can add value to the company, we'll consider. And Certainly things on the international platform as we expand geographically or that can enhance our data or the tools that we bring to our customers, We screen all those types of companies for possible acquisition targets. We've had a track record of successful acquisition and integrations over 30 years.

We'll continue to be prudent and well disciplined in how we apply that going forward. And the last question excuse me, did I have something Mike?

Speaker 1

No, please go ahead, Scott.

Speaker 5

All right. So, last question is more of a detailed question on, one of our businesses, BizBuySell, and we'll take a follow-up to that request and get back in touch with the individual who asked the question around a detailed practice that happens in our tracking of leads towards the users.

Speaker 1

Okay. It appears now that we've answered all of the questions that have been appropriately submitted. We appreciate everybody's participation and attendance of this meeting and your support of the company. May we have continued success with your participation. Thank you and very much and the meeting is now concluded.

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