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AGM 2024

Jun 3, 2024

Operator

Hello, and welcome to the 2024 Zillow Group, Inc Annual Meeting of Shareholders. Please note that today's meeting is being recorded. After the business portion of the meeting has adjourned, we'll have a brief question and answer session. You can submit questions or comments at any time by clicking on the Q&A tab on the right, on the right side of your screen. It is now my pleasure to turn today's meeting over to Zillow Group's Co-founder and CEO, Rich Barton. Mr. Barton, the floor is yours.

Rich Barton
Co-founder and CEO, Zillow Group, Inc

Good afternoon, and welcome to our 2024 Zillow Group Annual Meeting of Shareholders. I'm Rich Barton, Co-founder and CEO of Zillow Group, and also serve on the company's Board of Directors. I'm joined today by Brad Owens, our General Counsel and Corporate Secretary, and Brad Berning, our Vice President, Strategic Affairs and Investor Relations. I will serve as Chair of this meeting, and Brad Owens will serve as Secretary. I would also like to acknowledge the other Zillow Group Directors and officers who are present at this virtual meeting. Thank you. Brad Owens will cover the business portion of the meeting, after which we will have an opportunity for a brief Q&A. But first, a few logistics.

As Chair of the meeting, I have adopted an agenda that will govern the order of business and the rules of conduct for the meeting, which are available on the virtual meeting site. The rules of conduct will also govern the Q&A session. If you are a shareholder and want to ask a question, you can submit one at any time on the virtual meeting website. The polls are open and will close in a few moments, immediately after the presentation of the matters for shareholder consideration. We are ready to begin the business of our shareholders meeting, and I will now call the meeting to order and hand it over to Brad Owens. Brad?

Brad Owens
General Counsel and Corporate Secretary, Zillow Group, Inc

Thank you, Rich. Before I walk us through the business of the meeting, I have a few more introductions to make. Tom Cooper of Computershare has been appointed Inspector of Elections for this meeting. Also here with us today are Chris Weber and Mai Noonan, representing Deloitte & Touche, our Independent Auditors. The notice of the meeting and internet availability of the proxy materials were mailed beginning April 16th, 2024, and went to all voting shareholders of record as of March 25th, 2024. As a result, this meeting is being held pursuant to proper notice. A list of shareholders of record as of March 25th, 2024, is available for your review on the virtual meeting website. In addition, more than a majority of the votes entitled to be cast at the meeting as of March 25th are represented today, either in person or by proxy.

This means we have a quorum present. Today, we have three proposals for you to consider. They're each described in the proxy statement for today's meeting. The first is the election of four directors, each nominated by the Board of Directors to serve until the 2027 Annual Meeting of Shareholders: Erik Blachford, Bill Gurley, Gordon Stephenson, and Claire Thielke. The Board recommends a vote for each of them. The second item is to ratify the appointment of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Board recommends a vote in favor of that proposal. The third item is to approve, on a non-binding advisory basis, the compensation of our named executive officers. The Board recommends a vote in favor of that proposal.

That concludes the presentation of matters to be voted on today, and the polls are now also closed. I will now hand it over to Tom Cooper to share the preliminary voting results. Tom?

Tom Cooper
Inspector of Elections, Computershare

Thank you, Brad. The preliminary report of the Inspector of Elections indicates that concerning proposal number one, each of the four directors nominated for election has been reelected by receipt of the largest number of votes cast, as required by Zillow Group's bylaws. Concerning proposal number two, the advisory vote to ratify the appointment of Deloitte & Touche LLP as Zillow Group's independent registered public accounting firm for the fiscal year ending December 31, 2024, the number of votes cast for the proposal exceeded the number of votes cast against the proposal. Proposal two has passed. Concerning proposal number three, the proposal to approve, on a non-binding advisory basis, the compensation for Zillow Group's named executive officers, the number of votes cast for the proposal exceeded the number of votes cast against the proposal. Proposal three has passed. This completes the report. I'll now pass things back to Brad.

Brad Owens
General Counsel and Corporate Secretary, Zillow Group, Inc

Thank you, Tom. Please prepare a final report of the votes that will become a part of the record of this meeting. We will report the final voting results in a Form 8-K filed with the SEC within four business days. With that, we have completed the formal portion of the meeting, and the meeting is now adjourned. Let me hand it over to our Vice President of Strategic Affairs and Investor Relations, Brad Berning, for Q&A.

Brad Berning
VP of Strategic Affairs and Investor Relations, Zillow Group, Inc

Thank you, Brad. Rich, I am showing no questions, and we'll turn it over to you for concluding remarks.

Rich Barton
Co-founder and CEO, Zillow Group, Inc

Thank you all very much for attending. We appreciate your continuing support of Zillow Group.

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