ZIFF DAVIS, INC. (Form: 8-K, Received: 04/29/2022 17:03:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 25, 2022

Ziff Davis, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-25965

47-1053457

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

114 5th Avenue, 15th Floor

New York, New York 10011

(Address of principal executive offices)

(212) 503-3500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	ZD	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.02 Termination of a Material Definitive Agreement.

On March 25, 2022, Ziff Davis, Inc. (the “Company”) reported pursuant to a Current Report on Form 8-K that Mr. Richard S. Ressler had notified the Company of his intent not to stand for reelection to the Board of Directors of the Company upon the expiration of his current term, which expires at the Company’s 2022 Annual Meeting of Stockholders. On April 25, 2022, the Company and Orchard Capital Corporation entered into a termination agreement which terminated the Letter Agreement, dated April 1, 2001, by and between the Company and Orchard Capital Corporation, pursuant to which Mr. Ressler’s services as a director of the Company had been provided.

The foregoing description of the termination agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number						Description
10.1						Termination Agreement, dated April 25, 2022, by and between Ziff Davis, Inc. and Orchard Capital Corporation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		Ziff Davis, Inc. (Registrant)

Date:	April 29, 2022	By:	/s/ Jeremy Rossen
			Jeremy Rossen Executive Vice President, General Counsel

April 25, 2022

Richard S. Ressler
Orchard Capital Corporation
6922 Hollywood Blvd., Suite 900
Los Angeles, California 90024

Re: Letter Agreement Dated April 1, 2001

Dear Richard:

With reference to that certain Letter Agreement, dated April 1, 2001 (the “Letter Agreement”), by and between Orchard Capital Corporation and Ziff Davis, Inc. (as successor in interest to j2 Communications, Inc.), both parties by signature below hereby agree that the Letter Agreement is hereby terminated effective May 10, 2022, at 9:30 a.m. Eastern Time; provided, that Sections 4, 5 and 6 of Annex A to the Letter Agreement shall survive termination of the Letter Agreement.

Sincerely,


ZIFF DAVIS, INC.

By	/s/ Jeremy D. Rossen
	Name:	Jeremy D. Rossen
	Title:	Executive Vice President & General Counsel


ORCHARD CAPITAL CORPORATION

By	/s/ Richard S. Ressler
	Name:	Richard S. Ressler
	Title:	President

114 5th Avenue New York, 15th Floor, NY 10011 NASDAQ: ZD www.ziffdavis.com