AGM 2026

Jun 9, 2026

Summary

The meeting featured the election of two directors, approval of the auditor, and advisory approval of executive compensation. All proposals passed, and no questions were submitted during the Q&A session.

Good morning, and welcome to the ZipRecruiter Incorporated 2026 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to turn the conference over to Ian Siegel. Mr. Siegel, please go ahead. Thank you. Good morning, everyone. Welcome, and thanks for joining us for ZipRecruiter's 2026 Annual Meeting of Stockholders. I'm Ian Siegel, Chief Executive Officer and Chairperson of the Board of Directors of ZipRecruiter. I will act as the chair of this annual meeting and now call the meeting to order. We are excited to be hosting our annual meeting virtually with our stockholders attending via our web meeting portal. Through this online platform, we believe we are able to increase stockholder participation and reach a greater number of our stockholders. On the call today, I am joined by other members of the board, as well as other members of ZipRecruiter's senior leadership team. At this time, I would like to introduce Ryan Sakamoto, our Executive Vice President and Chief Legal Officer and Secretary, who will act as secretary of this annual meeting and keep the minutes. Ryan will now begin the formal matters to be discussed at this meeting. Thank you, Ian. I'm advised by the Inspector of Election that more than a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present. We will describe the proposals that are to be voted on today later on during the meeting. Polls are now open for voting. The voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change their vote may do so by clicking on the vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote do not need to take any further action. Their votes will be counted automatically. We expect to close the polls approximately one minute after the presentation of matters to be voted upon at the meeting. At this time, I would like to introduce David Travers, our President and Interim Chief Financial Officer. Thanks, Ryan. Once we've concluded the formal business of the meeting, we will respond to your questions as appropriate. We may not be able to answer every single question, we will do our best to respond to as many as possible in the time permitted. The time permitted for question and answer session will be limited to 10 minutes. Please note that stockholders who desire to ask a question may do so by presenting the question in writing where indicated on the webcast portal for this meeting. Only stockholders will be permitted to present questions, and you must have a 16-digit control number to do so. The meeting is being recorded. No one attending via the webcast is permitted to use any audio recording device. A webcast playback will be available at the same link for this meeting within 24 hours of the meeting. The webcast will be available for up to 90 days after this meeting. At this point, I would like to introduce a few more people who are in attendance at today's meeting. Greg Hollingsworth of PricewaterhouseCoopers LLP, our independent registered public accounting firm. Mr. Hollingsworth will be available during the question and answer session to respond to appropriate questions. Kenneth V. Frank will act as the Inspector of Election for this meeting and tabulate results of the voting. Mr. Frank has executed the Oath of Inspector of Election. Let me now turn it over to Ryan for the formal business of this meeting. The proposals to be considered at this meeting are described in our proxy statement dated April 24, 2026, I will review these in a few minutes. First, I will report on the notice for this meeting. Our board of directors fixed April 16, 2026, as the record date for determining the stockholders entitled to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Solutions attesting that a notice of internet availability of proxy materials was mailed on or about April 24, 2026, to all of ZipRecruiter's stockholders of record, determined as of the close of business on the record date. The affidavit will be incorporated into the minutes of this meeting. I have a list of the stockholders entitled to vote at this meeting, which is available for inspection by any stockholder present or by any proxy holder representing a stockholder and which list will be filed with the records of this meeting. The registered stockholder list is available for the duration of the meeting and can be found on the meeting page in the footer section. The list of stockholders shows that as of the record date, there were 68,493,064 shares of our Class A common stock outstanding and entitled to vote at this meeting, with each share of Class A common stock entitled to one vote, and 13,029,486 shares of our Class B common stock outstanding and entitled to vote at this meeting, with each share of Class B common stock entitled to 20 votes. As previously mentioned, the Inspector of Election has advised that over a majority of the voting power of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today, and that a quorum is therefore present. This meeting is therefore authorized to transact business. Now I will present the matters to be voted upon. Proposal one, election of directors. As stated in the notice of this annual meeting and our proxy statement, the first item of business is to elect two Class II directors each to serve a three-year term expiring at the 2029 annual meeting of stockholders, and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. The following two individuals have been nominated by the board of directors, Brie Carrera and Mike Gupta. No other director nominees have been properly submitted for election pursuant to our bylaws or the Securities and Exchange Commission rules. Therefore, no other nominations may be accepted. The board of directors recommends a vote for the election of each of the nominated directors. As secretary of this annual meeting and on behalf of the board of directors, I move for the election of each of the nominated directors, which motion is seconded by proxy. Proposal two, ratification of independent registered public accounting firm. The second item of business is to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The board of directors recommends a vote for the ratification of the appointment of PricewaterhouseCoopers LLP. As secretary of this annual meeting and on behalf of the board of directors, I move for the approval of this proposal, which motion is seconded by proxy. Proposal three, non-binding advisory vote to approve the compensation of our named executive officers. The third item of business is to vote to approve, on a non-binding advisory basis, the compensation paid to the company's named executive officers, as disclosed in the company's proxy statement for this 2026 annual meeting of stockholders. The board of directors recommends a vote for the approval on a non-binding advisory basis of the compensation of named executive officers, as disclosed in the proxy statement. As secretary of this annual meeting and on behalf of the board of directors, I move for the approval of this proposal, which motion is seconded by proxy. As noted earlier, the voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change their vote may do so by clicking on the vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote do not need to take any further action. Their votes will be counted automatically. We expect to leave the polls open for approximately one minute to allow anyone who chooses to vote here to cast ballots. That time begins now. Now that everyone has had the opportunity to vote, I now declare the polls for the 2026 annual meeting of stockholders of ZipRecruiter, Inc. closed. We will now address any appropriate business-related questions that stockholders may have submitted through the webcast portal. Please note that we will not address any questions which are irrelevant to the matters presented at this meeting or our business. If you've not already submitted a question and wish to do so, please enter your questions now. Stockholders are limited to two questions each. Though we may not be able to answer every single question, we will do our best to respond to as many as possible in the time permitted. The time permitted for the question and answer session will be limited to 10 minutes. If we do not receive any relevant questions, we will conclude the question and answer session earlier. If you have a specific question about a specific ZipRecruiter service offering or your customer account, please visit our website or contact one of our sales representatives. We will now pause for a minute to allow stockholders to submit questions. We do not see any questions and will conclude the question and answer session. We now have preliminary voting results. Directors elected pursuant to Proposal One are elected by a plurality of the votes cast by holders of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Which means that the two nominees receiving the highest number of affirmative for votes will be elected as Class II directors. Based on results as tabulated by the Inspector of Election, Brie Carrera and Mike Gupta are the two nominees on the ballot who received the plurality of affirmative votes cast, and therefore each director nominee has been elected to the board of directors. The vote required to approve Proposal Two is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote on Proposal Two that are present in person or represented by proxy at the meeting and are voted for or against the matter. Based on the results as tabulated by the Inspector of Election, the proposal to ratify the appointment of PricewaterhouseCoopers LLP has been approved. The vote required to approve Proposal Three is the affirmative vote of the holders of a majority of the voting power of the shares of capital stock entitled to vote on Proposal Three that are present in person or represented by proxy at the meeting and are voted for or against the matter. Based on results as tabulated by the Inspector of Election, the proposal to approve, on an advisory basis, the compensation of our named executive officers has been approved. There are no other formal items of business before the meeting. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission on a Form 8-K within four business days. Thank you to those who have participated in today's virtual meeting. This now concludes our annual meeting, and the meeting is now adjourned. This concludes ZipRecruiter, Inc's 2026 annual stockholders meeting. A replay of the meeting will be available within 24 hours at the website you logged into today. You will now be disconnected from the meeting. Thank you and have a good day.