Good morning, and thank you for joining the 2026 annual meeting of stockholders of Ziff Davis, Inc. I'm Jeremy Rossen, Executive Vice President, General Counsel, and Secretary of the company. Please note that this meeting is being recorded. Any separate audio or video recording of this meeting by anyone in attendance is strictly prohibited. We are here today to conduct the business of our annual meeting of stockholders and consider and vote on the proposals set forth in the proxy statement for this meeting. I am pleased to call this annual meeting to order. I will act as secretary of the meeting and will also chair the meeting. In addition, Vivek Shah, Bret Richter, and all of the members of the board of directors are in attendance today.
This meeting is being held pursuant to the written notice of the meeting, which was first mailed on or around March 26th, 2026 to each stockholder of record as of the close of business on March 13, 2026. All stockholders present who wish to vote may cast a ballot through the virtual platform when we open the polls shortly. If you have already voted by proxy and do not wish to revoke your proxy, then you do not need to cast a ballot at this meeting. Due to this year's virtual meeting format, if you are holding a proxy card that has not yet been delivered, it is now too late to deliver it. Instead, you may simply vote your shares at this meeting through the virtual platform when the polls open. After the formal meeting has been adjourned, we will provide time for general questions.
Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. In addition, please note the rules of conduct for this annual meeting, which are posted on the meeting website. The board has appointed Broadridge Financial Solutions as Inspector of Elections. Christel Pauli from Broadridge will act as Inspector of Elections for this meeting. Based upon the information provided by the Inspector of Elections, there is a quorum of the common stock of the company present at this meeting, and this meeting, having been duly called and convened, is qualified to proceed with the business at hand. I have received from our transfer agent the notice of annual meeting of stockholders and proof of distribution. The notice and proof of distribution will be set forth in full in the minutes.
Ms. Pauli has been provided with a certified list of stockholders as of the record date, and the list is available for inspection. It appears that due and legal notice of this annual meeting has been given and a quorum is present. This meeting is now duly and legally convened and ready to transact business. There are three proposals to be voted on at this meeting. One, to elect eight directors to serve for the ensuing year and until their successors are elected and qualified. Two, to ratify the appointment of KPMG LLP to serve as the company's independent registered public accounting firm for fiscal 2026. Three, to approve in an advisory vote the compensation of Ziff Davis' named executive officers. The first order of business today is the election of directors.
Eight directors are to be elected to serve until the next annual meeting and until their successors have been duly elected and qualified. The director nominees standing for election today are Vivek Shah, Sarah Fay, Jana Barsten, Trace Harris, W. Brian Kretzmer, Kirk McDonald, Neville Ray, and Scott C. Taylor. Do I hear a motion to elect the nominee slate of directors?
Mr. Chairman, I move that the following resolution be adopted. Resolved that the nominated slate of directors be, and the same hereby are elected directors of the company to act and serve as such until the company's next annual meeting of stockholders and until their respective successors are duly elected and qualified.
Is there a second to the motion?
I second the motion.
The second order of business is the ratification of KPMG LLP as the independent registered public accounting firm for Ziff Davis for fiscal 2026. The board of directors has adopted a resolution approving this appointment and recommends voting for this proposal. Do I hear a motion to ratify the appointment of KPMG LLP as the independent registered public accounting firm for Ziff Davis for fiscal 2026?
Mr. Chairman, I move that the following resolution be approved. Resolved that the appointment of KPMG LLP as the independent registered public accounting firm for Ziff Davis for FY 2026 be, and the same hereby is ratified.
Is there a second to the motion?
I second the motion.
The third order of business today is the approval on an advisory basis of the compensation of Ziff Davis' named executive officers. The board of directors recommends a vote for the approval of the compensation paid to Ziff Davis' named executive officers. Do I hear a motion to approve on an advisory basis the compensation paid to the company's named executive officers?
Mr. Chairman, I move that the following resolution be adopted. Resolved that the stockholders of Ziff Davis approve on an advisory basis the compensation of the company's named executive officers disclosed in the compensation discussion and analysis, the summary compensation table, and the related compensation tables, notes, and narrative in the proxy statement for the company's 2026 annual meeting of stockholders.
Is there a second to the motion?
I second the motion.
The time is approximately 9:35 A.M. Eastern on Wednesday, May 6th, 2026, and I hereby declare that the polls are now open for voting on all matters to be presented. For those voting via the web portal, please click on the voting button so the Inspector of Elections may count your vote. Any stockholder who has not delivered a proxy or who wishes to revoke their proxy may vote by following the voting instructions on the website. Stockholders who have delivered a proxy and do not want to revoke their proxy need not take any further action. The time is approximately 9:35 A.M. Eastern on Wednesday, May 6th, 2026, and I hereby declare voting on the proposals presented here today is now closed. I now ask that the inspector complete preliminary tabulation of the votes and read the results.
Based on the proxies received in advance of this meeting and preliminary voting information, the preliminary results of the voting on each of the proposals is as follows. With respect to proposal one, directors are elected at the annual meeting by a majority of the votes cast, and each nominee receiving the affirmative vote of the majority of the votes cast, meaning the number of shares voted for a nominee must exceed the number of shares voted against such nominee at the annual meeting will be elected as director. As each nominee has received the affirmative vote of the majority of votes cast, the proposal is carried, and each nominee has been duly elected.
With respect to proposal two, ratification of the independent registered public accounting firm for Ziff Davis requires the affirmative vote of the majority of the shares of Ziff Davis common stock present or represented by proxy and entitled to vote on the matter at the annual meeting. As proposal two has received the affirmative vote of a majority of votes present or represented by proxy, the proposal is carried. With respect to proposal three, approval on an advisory basis of the compensation of Ziff Davis' named executive officers requires the affirmative vote of the majority of the shares of Ziff Davis common stock present or represented by proxy and entitled to vote on the matter at the annual meeting. As proposal three has received the affirmative vote of the majority of the shares of Ziff Davis common stock, the proposal is approved.
Votes submitted at this meeting will need to be validated by our Inspector of Elections. As such, the final vote totals will be announced via Form 8-K filing with the SEC within four business days. The official business of the annual stockholders meeting has now been concluded. The annual meeting is now adjourned. For those watching, you may ask a question or submit a comment now in the Q&A section of your web console. Please note we will attempt to answer as many questions as time allows. Given that there are no questions, this concludes the meeting.
Ladies and gentlemen, this concludes today's meeting. You may now disconnect.