CoStar Group, Inc. (CSGP)
NASDAQ: CSGP · Real-Time Price · USD
36.36
-0.08 (-0.22%)
Apr 27, 2026, 2:01 PM EDT - Market open
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AGM 2025

Jun 26, 2025

Chris Lown
CFO, CoStar Group

Chris Lown, Chief Financial Officer of CoStar Group, and I will be acting as Chair of the meeting today. It is a pleasure to welcome you to the company's 2025 annual meeting of stockholders. It is 10:00 A.M., and the meeting is now called to order. We have Rory Serrano from Ernst & Young, the company's independent registered public accounting firm, who will be available to answer questions during the Q&A portion of the meeting. We also have present Gene Boxer, the company's general counsel and secretary, Rich Simonelli, the company's head of investor relations, and Louise Sams, the company's board chair. This meeting will be conducted in accordance with the agenda and rules of conduct that have been posted on the virtual meeting website to assure fairness to all stockholders in attendance and an orderly meeting. The agenda for the meeting should be visible on your screen.

We ask that participants abide by the rules of conduct, and we thank you for your cooperation. 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 of our common stock at the close of business on April 28, 2025, the record date for this meeting. CoStar Group's list of registered stockholders as of the record date is available for inspection during this meeting under the meeting materials section of the virtual meeting website. These documents will be filed with the corporate records of the company. Our General Counsel and Corporate Secretary, Gene Boxer, has been appointed to act as Inspector of Elections for this meeting. Mr. Boxer has signed his oath of office, which will be filed with the records of this meeting.

I have 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 for this meeting, so the meeting is duly constituted. The polls opened at the beginning of the meeting, and we 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 16-digit control number, you can vote your shares during the meeting by clicking on the Vote Here button on the virtual meeting website. If you have already voted your shares, there is no need to vote again during today's meeting unless you'd like to change your vote.

If you are 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 in the Ask a Question text box on the virtual meeting website. You must have logged in using your unique 16-digit control number to submit a question. After we give an overview of the items of business being considered at this 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 submitted questions that are appropriate to CoStar Group's business in a general question-and-answer 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 our investor relations team at ir@costar.com with questions, and your questions will be answered in a timely manner. At this time, I will turn to the formal portion of the meeting. I will now introduce the five agenda items in the order presented in the proxy statement dated April 30, 2025. Election of directors. The first item of business is to elect eight directors named in the proxy statement to serve until the company's 2026 annual meeting of stockholders or until their successors are elected and qualified. Ratification of Ernst & Young. The second item of the business is to ratify the appointment of Ernst & Young, LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. Advisory resolution to approve executive compensation.

The third item of business is to approve on a non-binding advisory basis the company's executive compensation. Approval of CoStar Group's 2025 stock incentive plan. The fourth item of business is to approve the company's 2025 stock incentive plan. The stockholder proposal. The fifth item of business is a stockholder proposal regarding support for transparency in political spending. The proposal has been submitted by John Shividan, a stockholder. As required under the rules of conduct for the meeting, the introduction and presentation of the proposal will be limited to two minutes. Operator, please open the phone line for Mr. John Shividan. Welcome, Mr. Shividan. Please introduce your proposal and make a brief supporting statement.

John Shividan
Stockholder, CoStar Group

Hello, this is John Shividan. Proposal five, transparency in political spending. Charles requests that CoStar provide a report updated semi-annually disclosing the company's policies and procedures for making contributions to participate in any campaign on behalf of any candidate for public office or influence the general public with respect to an election. Monetary and non-monetary contributions used in the manner described above, including the identity of the recipient as well as the amount paid to each and the titles of the persons in the company responsible for decision-making. The report shall be presented to the board of directors and posted on the company website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending. Long-term CoStar shareholders support transparency and accountability in company election spending. A company's reputation, value, and bottom line can be adversely impacted by political spending.

The risk is especially serious when giving to trade associations, super PACs, 527 committees, and social welfare organizations, groups that routinely pass money to candidates and political causes that a company might not otherwise wish to support. The Conference Board's under-a-microscope report warns that political activity can pose increasingly significant risk for companies, including the perception that political contributions are at odds with core company values. A recent poll of retail shareholders by Mason-Dixon Polling & Research found that 83% of respondents said that they would have more confidence investing in companies that provide for transparency and accountability in political spending. CoStar scored only 10% out of a possible 100% on the CPA-Zicklin Index of Corporate Political Disclosure and Accountability.

CoStar is worried that the lack of shareholder support for its position on this proposal and for the executive pay proposal three has sent shareholders extra messages to try and bolster more support. Without knowing the recipients of our company's political dollars, CoStar directors and shareholders cannot sufficiently assess whether our company's election-related spending aligns with or conflicts with its policies on climate change and sustainability or other areas of concern. Improved CoStar political spending disclosure will protect the reputation of CoStar and preserve shareholder value.

Chris Lown
CFO, CoStar Group

Thank you, Mr. Shividan. The board of directors unanimously recommends a vote against this proposal for the reasons set forth in the proxy statement. Additionally, since receiving this proposal, the company has discussed the company's political spending reporting with major stockholders. These investors expressed support for the company's decision to not disclose publicly its political spending and supported the company's current approach of providing reporting to the nominating and corporate governance committee of its board of directors on political spending. There are no other proposals to come before this meeting. We will now see if there are any questions or comments regarding these proposals. I see no questions on the proposals. It is 10:08 A.M. Eastern Time, and the polls are now closed for voting. Gene Boxer, the inspector of elections, will now present the preliminary results of voting.

Gene Boxer
General Counsel, CoStar Group

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 resolution to approve executive compensation has been approved. The company's 2025 stock incentive plan has been approved, and the stockholder proposal has not been approved.

Chris Lown
CFO, CoStar Group

Thank you. This concludes the business matters for the meeting, and the formal portion of this meeting is now adjourned. We will file the final report of the inspector of elections with the records of this meeting.

Gene Boxer
General Counsel, CoStar Group

If any stockholder has submitted questions through the web portal that are appropriate to CoStar Group's business, we will attempt to answer them now. As a reminder, we will only respond to questions that comply with the guidelines set out in the rules of conduct. Pursuant to the rules of conduct, we reserve the right to exclude questions that are not pertinent to the meeting matters, irrelevant to the business of the company, derogatory or in bad taste, or relate to material, non-public information of the company, pending or threatened litigation, personal grievances, or otherwise inappropriate. We will attempt to answer as many questions as time allows.

We've received questions from investors that require responses from other leaders in the company and not present on the call today. For those investors that provided valid contact information with their submitted questions, our investor relations team will reach out directly with responses. If you have additional questions, please reach out to our investor relations team at ir@costar.com with questions, and we will do our best to follow up with you individually in a timely manner.

Chris Lown
CFO, CoStar Group

In view of the improbability of proceeding with this meeting, do you know? Yep. It appears that we have addressed all of the submitted questions that relate to CoStar Group's business. Therefore, we will now conclude the 2025 annual meeting of stockholders. Thank you for joining and for investing in CoStar Group.

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