CoStar Group, Inc. (CSGP)
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AGM 2021

Jun 2, 2021

Mike Klein
Chairman of the Board of Directors, CoStar Group

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 to the company's 2021 annual meeting of stockholders. It's now 10:00 A.M. and the meeting is now called to order. In light of the ongoing COVID-19 pandemic, we are, of course, holding this annual meeting of stockholders through the virtual format. I have several members of management team participating by phone this morning. We also have Wes Epton from Ernst & Young, the company's independent registered public accounting firm, who will be available to answer questions during the Q&A portion of this meeting. I have proof by affidavit from Broadridge Financial Solutions, Inc.

that notice of this meeting and notice of access 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 side of the screen. This document will be filed with the corporate records of the company. Jaye Campbell has been appointed to act as Inspector of Elections for this meeting. Ms. Campbell has signed her oath of office, which will be 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 with the agenda and rules of conduct that have been posted on the virtual annual meeting website to assure fairness to all stockholders in attendance, 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 will close 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 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, 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&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. We will seek to answer the questions submitted that are appropriate to CoStar Group's business in a general Q&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 Relations, at wwarmington@costar.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 six agenda items in the order presented in the proxy statements. The first item of business is, of course, the election of eight directors named in the proxy statement to serve until the company's 2022 annual meeting of stockholders, or until their successors are elected and qualify. The second item of business is to ratify the appointment of the firm of Ernst & Young LLP as the company's independent registered public accounting firm for the company for the fiscal year ending December 31, 2021. A third item of business is to approve, on a non-binding basis, advisory basis, our executive compensation.

The fourth item of business is to approve the adoption of the company's Fourth Amended and Restated Certificate of Incorporation, which will increase the total number of shares of common stock from 60 million to 1.2 billion, and correspondingly increase the total number of shares of capital stock that the company is authorized to issue from 62 million to 1.202 billion. The fifth item of business is to approve the amendment and restatement of CoStar's Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder. Our board of directors has unanimously recommended that you vote for 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 sixth item of business is a stockholder proposal regarding simple majority vote. As required under the rules of conduct for the meeting, the introduction and presentation of the proposal will be limited to five minutes. If the operator moderator wants to open the line for Mr. Chevedden, the supporter of that proposal, he can make a brief supporting statement.

John Chevedden
Shareholder, Private Investor

Hello, this is John Chevedden. Can you hear me okay?

Mike Klein
Chairman of the Board of Directors, CoStar Group

Yes, we can.

John Chevedden
Shareholder, Private Investor

Proposal 6, simple majority vote. Shares request that 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 simple majority vote be replaced by a requirement for a majority of the votes cast for and against such proposals or a simple majority. Shares are willing to pay a premium for shares of companies that have excellent corporate governance. Super majority voting requirements have been found to be one of six entrenching mechanisms that are negatively related to company performance, according to "What Matters in Corporate Governance" by Lucian Bebchuk 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 four weeks, this proposal topic has won 84% support at HollyFrontier Corporation, 89% support at Bunge Limited, and 99% support at ConocoPhillips. Church & Dwight shareholders gave 99% support to a 2020 proposal on this same topic. This proposal topic also received overwhelming 99% support at the 2019 Port of Annual Meeting. 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, an enlightened governance committee chaired by Mr. Christopher Nassetta 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.

Hence, adoption could have taken place now instead of later. Management promotes the fallacy that shareholders 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 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 on certain important shareholder rights, the management goal is to block improvement. Please vote yes. Simple majority vote, proposal six.

Mike Klein
Chairman of the Board of Directors, CoStar Group

Thank you, Mr. Chevedden . 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 to come before the meeting. We'll now see if there are any other questions or comments regarding these proposals. I see no additional questions on the proposals. It is now 10:09 A.M. Eastern Time, and the polls are now closed for voting. Jaye Campbell, the Inspector of Elections, will now present the preliminary results of voting.

Jaye Campbell
Inspector of Elections, CoStar Group

Thank you, Mr. Klein. Good morning, shareholders. Based on all the proxies and ballots received, the company's eight nominees have been elected to the board of directors. The appointment of Ernst & 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 Fourth Amended and Restated Certificate of Incorporation has been approved. The amendment and restatement of the Employee Stock Purchase Plan has been approved. Finally, the stockholder proposal has been approved.

Mike Klein
Chairman of the Board of Directors, CoStar Group

Thank you. This concludes 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 directors of the meeting and expect the report of the results on the voting on the Form 8-K to be filed with the SEC within four business days of the meeting. We will now adjourn. If any stockholder has submitted questions that the Board feels are appropriate, 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.

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 interests. We are certainly not motivated by short-term 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 and out of space, and we're doing everything we can now to bring them back into the full engagement with the company with appropriate steps that are both considerate of their situation and desirous of improving our operations.

In terms of our other stakeholders, our customers, whether they're businesses or consumers, because we have both of those pieces, we constantly do monitoring special sessions to assess their interests. 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. I think as a company, I want to assure the shareholders who are interested in these subjects that we're taking the broader and better view.

A second question I saw is a question about whether or not in light of the COVID-19, we changed our compensation metrics for our leadership. The answer is no, we did not, but we've monitored those metrics quite carefully in terms of, as I 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. We think management has done a superb job so far, both in migrating away from in-person employment and presence and back, we hope, to a more successful internal. Jeannette, do we have any more questions that I should be answering?

Jeannette Koonce
Interim General Counsel and Secretary, CoStar Group

We do, Mr. Chairman. The next question is for Wes Epton from E&Y. The question is: how many years have we had the same audit managing partner? If the operator could please open the line for Mr. Wes Epton.

Wes Epton
Partner, Ernst & Young

Hi, Jeannette, this is Wes Epton from EY. 2021 will be the first year for our audit managing partner, his name is Tim Vitale.

Jeannette Koonce
Interim General Counsel and Secretary, CoStar Group

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

Jaye Campbell
Inspector of Elections, CoStar Group

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 NEOs have been working from the office for some time.

Jeannette Koonce
Interim General Counsel and Secretary, CoStar Group

Now we have Mr. Wheeler, who will answer the last two questions that we received.

Scott Wheeler
CFO, CoStar Group

Sure. Thanks, Jeannette. The question pertaining to businesses that might be up for acquiring. We run an M&A screening process that looks for information, data, and analytics companies in the commercial and the residential space. Anything tangential to our business that we find can add value to the company, we'll consider. Certainly things on an 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 integrations over 30 years. We'll continue to be prudent and well-disciplined in how we apply that going forward. The last question. Excuse me, do you have something, Mike?

Mike Klein
Chairman of the Board of Directors, CoStar Group

No, please go ahead, Scott.

Scott Wheeler
CFO, CoStar Group

All right. The 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.

Mike Klein
Chairman of the Board of Directors, CoStar Group

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 very much, and the meeting is now concluded.