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): June 6, 2016
ZILLOW GROUP, INC.
(Exact name of registrant as specified in its charter)
Washington | 001-36853 | 47-1645716 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1301 Second Avenue, Floor 31, Seattle, Washington | 98101 | |
(Address of principal executive offices) | (Zip Code) |
(206) 470-7000
(Registrants 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:
¨ | 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)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On June 6, 2016, Zillow Group, Inc. (the Company) reached an amicable resolution by way of a settlement agreement and release (the Settlement Agreement) with Move, Inc., the National Association of Realtors, and three related entities (collectively, Plaintiffs) with respect to the lawsuit Plaintiffs filed against the Company, Errol Samuelson, the Companys Chief Industry Development Officer, and Curt Beardsley, the Companys Vice President of MLS Partnerships, in the Superior Court of the State of Washington in King County. The parties have agreed to dismiss all claims and counterclaims with prejudice, and the Company has agreed to pay Plaintiffs $130 million in connection with the settlement of claims. The Settlement Agreement does not contain any admission of liability, wrongdoing, or responsibility by any of the parties.
A copy of the Settlement Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Settlement Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Settlement Agreement. Additional information about the lawsuit can be found under the caption Legal Proceedings in the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016 as filed with the Securities and Exchange Commission on May 4, 2016.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Statements containing words such as may, believe, anticipate, expect, intend, plan, project, will, projections, estimate, or similar expressions constitute forward-looking statements. Such forward-looking statements are subject to significant risks and uncertainties, and actual results may differ materially from the results anticipated in the forward-looking statements. Differences may result from risks and uncertainties beyond the Companys control. Additional factors that could materially impact the Companys results and operations can be found under the caption Risk Factors in Zillow Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2015 and in the Companys other filings with the Securities and Exchange Commission. Except as may be required by law, Zillow Group does not intend, nor undertake any duty, to update this information to reflect future events or circumstances.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description |
|
10.1 | Settlement Agreement and Release, dated as of June 6, 2016, among Move, Inc., Real Select, Inc., Top Producer Systems Company, National Association of Realtors, Realtors Information Network, Inc., Zillow, Inc., Errol Samuelson, and Curt Beardsley. |
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.
Dated: June 6, 2016 | ZILLOW GROUP, INC. | |||||
By: | /s/ Kathleen Philips | |||||
Name: | Kathleen Philips | |||||
Title: | Chief Financial Officer, Chief Legal Officer, and Secretary |
EXHIBIT INDEX
Exhibit Number |
Description |
|
10.1 | Settlement Agreement and Release, dated as of June 6, 2016, among Move, Inc., Real Select, Inc., Top Producer Systems Company, National Association of Realtors, Realtors Information Network, Inc., Zillow, Inc., Errol Samuelson, and Curt Beardsley. |
Exhibit 10.1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (SETTLEMENT AGREEMENT) is entered into by and between plaintiffs Move, Inc., Real Select, Inc., Top Producer Systems Company, National Association of Realtors, and Realtors Information Network, Inc. (together, PLAINTIFFS) and defendants Zillow, Inc., Errol Samuelson, and Curt Beardsley, effective as of June 6, 2016 (the Effective Date). PLAINTIFFS, Zillow, Inc., Errol Samuelson, and Curt Beardsley are sometimes referred to herein individually as a PARTY or jointly as the PARTIES.
RECITALS
Whereas, PLAINTIFFS filed suit against Zillow, Inc., Errol Samuelson, and Curt Beardsley (together, DEFENDANTS) in the Superior Court of the State of Washington, King County, Case Number 14-2-07669-0 SEA, for, among other things, alleged misappropriation of trade secrets, tortious interference, breach of fiduciary duties, and breach of contract, and Zillow, Inc. filed counterclaims against PLAINTIFFS for, among other things, alleged misappropriation of trade secrets, defamation, and intentional interference with contract (collectively, the LAWSUIT);
Whereas, PLAINTIFFS and DEFENDANTS deny any and all wrongdoing in the LAWSUIT;
Whereas, the parties conducted a mediation before the Hon. Layn R. Phillips (ret.) and Gregory P. Lindstrom, Esq. of Phillips ADR, and the PARTIES desire to settle and resolve all claims and counterclaims related to the LAWSUIT;
NOW, THEREFORE, in consideration of the promises and agreements set forth herein and for good and valuable consideration, the PARTIES, each intending to be legally bound hereby, do promise and agree as follows:
1. | SETTLEMENT PAYMENT |
Within fourteen (14) calendar days of the Effective Date (i.e., on or before June 20, 2016), Zillow agrees to pay PLAINTIFFS $130,000,000 (one hundred and thirty million dollars) (the SETTLEMENT PAYMENT) by wire transfer using the instructions attached as EXHIBIT A.
2. | DISMISSAL OF ACTIO N |
Within two (2) business days of the receipt of the payment described in paragraph 1, counsel for PLAINTIFFS and counsel for DEFENDANTS shall execute, and counsel for PLAINTIFFS shall file with the Court, a stipulation under Civil Rule 41, for dismissal with prejudice of the LAWSUIT, including all claims and counterclaims asserted therein, with each party to bear his or its own costs and attorneys fees.
3. | PLAINTIFFS RELEASE OF CLAIMS |
Upon receipt of the SETTLEMENT PAYMENT, PLAINTIFFS, on behalf of themselves and their agents, past and present officers and directors, other representatives, attorneys, successors, and assigns, hereby knowingly and voluntarily, fully and forever, release, relinquish, and discharge
each and all of DEFENDANTS and each of their past and present employees, agents, representatives, shareholders, officers, directors, subsidiaries, divisions, parent companies, attorneys, insurers, successors-in-interest, assignees, executors, legatees, devisees, spouses and marital communities, and administrators, from any and all claims, rights and causes of action, statutory, compensatory, exemplary, punitive or other damages, liabilities or liability of whatever kind or type, suits, costs, obligations and duties, expenses and compensation in any form, including attorneys fees, whether known or unknown, asserted or unasserted, that relate in any way to the LAWSUIT or any of the allegations, actions, or trade secrets alleged at any time as part of the LAWSUIT, or to Errol Samuelsons or Curt Beardsleys employment or relationships with any of PLAINTIFFS, their departure from such employment or relationships, and/or their hiring by or employment with Zillow. PLAINTIFFS release includes without limitation a release of the claims asserted against Curt Beardsley in the United States District Court for the Central District of California, Case Number 2:14-cv-09893-DSF-E, alleging sale of securities in violation of Moves insider trading policy and applicable securities laws, and claims for breach of contract, which have been dismissed without prejudice.
4. | DEFENDANTS RELEASE OF CLAIMS |
Upon filing of the Stipulation and Order of Dismissal, DEFENDANTS, on behalf of themselves and their agents, past and present officers and directors, other representatives, attorneys, successors, and assigns, hereby knowingly and voluntarily, fully and forever, release, relinquish, and discharge each and all of PLAINTIFFS and each of their past and present employees, agents, representatives, shareholders, officers, directors, subsidiaries, divisions, parent companies, attorneys, insurers, successors-in-interest, assignees, executors, legatees, devisees, and administrators, from any and all claims, rights and causes of action, statutory, compensatory, exemplary, punitive or other damages, liabilities or liability of whatever kind or type, suits, costs, obligations and duties, expenses and compensation in any form, including attorneys fees, whether known or unknown, asserted or unasserted, that relate in any way to the LAWSUIT or any of the allegations, actions, or trade secrets alleged at any time as part of the LAWSUIT, or to Errol Samuelsons or Curt Beardsleys employment or relationships with any of PLAINTIFFS, their departure from such employment or relationships, and/or their hiring by or employment with Zillow.
5. | RELEASE OF UNKNOWN CLAIMS |
It is further understood and agreed by the PARTIES to the Release that all rights under section 1542 of the California Civil Code, and any similar law of any state or territory of the United States, ARE HEREBY EXPRESSLY WAIVED. The section reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
Each PARTY hereby acknowledges that he or it has had the opportunity to consult with legal counsel before agreeing to the terms of this Release, and that it fully understands its meaning,
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including the meaning and effect of the provisions relating to section 1542 of the California Civil Code.
6. | CONFIDENTIALITY/NEUTRAL STATEMENT |
The PARTIES and their counsel agree that the fact and amount of this SETTLEMENT AGREEMENT will be public information. The PARTIES agree to the following statement governing what the PARTIES may say regarding the settlement: the parties have reached an amicable resolution.
7. | NO ADMISSION OF LIABILIT Y |
It is understood and agreed that this is a compromise settlement of disputed claims and counterclaims and potential disputed claims and counterclaims. This SETTLEMENT AGREEMENT is solely the result of a good faith compromise and settlement between the PARTIES. Nothing contained herein is or is to be construed as an admission by any of the PARTIES of liability, wrongdoing, or responsibility, and the PARTIES deny any such liability or wrongdoing and continue to disclaim such responsibility.
8. | INTEGRATION CLAUSE/ENTIRE AGREEMENT |
The PARTIES agree that this SETTLEMENT AGREEMENT is fully integrated and constitutes the full and complete understanding between the PARTIES with respect to the promises contained herein.
9. | AMENDMENTS |
This SETTLEMENT AGREEMENT may not be amended or modified except by a writing, signed by the PARTIES to be bound thereby, or signed by their respective attorneys as authorized.
10. | NO RELIANCE |
Each PARTY represents and acknowledges that in executing this SETTLEMENT AGREEMENT he or it is not relying and has not relied upon any representation or statement made by any other PARTY, or any of his or its agents, attorneys, or representatives with regard to the subject matter, basis, or effect of this SETTLEMENT AGREEMENT beyond those expressly contained herein.
11. | MULTIPLE COUNTERPART S |
This SETTLEMENT AGREEMENT may be executed in multiple counterparts that shall become effective to the same extent as the original only once all PARTIES have signed and delivered a signed counterpart. For purposes of the execution of this SETTLEMENT AGREEMENT, copies of original signature pages (e.g., fax, pdf, photocopy) shall be given the same weight and effect as, and treated as, original signatures.
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12. | CONSTRUCTION |
Each PARTY has cooperated in the drafting and preparation of this SETTLEMENT AGREEMENT. In any construction of this SETTLEMENT AGREEMENT, no provision shall be construed against any PARTY on the ground that said PARTY drafted that provision.
13. | AUTHORITY; REPRESENTATIONS AND WARRANTIES |
The undersigned natural persons executing this SETTLEMENT AGREEMENT warrant and represent that they are duly authorized to do so and to bind the person or entity for which they sign.
Each PARTY expressly affirms and represents that he or it is entering into this SETTLEMENT AGREEMENT voluntarily, without threats or coercion of any kind, after consultation with counsel of his or its choosing, and will not claim or argue that the terms and conditions of the SETTLEMENT AGREEMENT are unenforceable, invalid, or otherwise inconsistent with any applicable state or federal law, or that he or it was forced to enter into this SETTLEMENT AGREEMENT.
14. | BINDING EFFECT |
Unless otherwise provided, this SETTLEMENT AGREEMENT and the terms, obligations, and rights in it shall be binding upon and shall inure to the benefit of the PARTIES and their respective parent companies, subsidiaries, affiliates, successors, and assigns.
15. | DISPUTE RESOLUTIO N |
Any dispute arising out of the interpretation and/or performance of this SETTLEMENT AGREEMENT shall be exclusively resolved in binding arbitration by the PARTIES mediator, Gregory P. Lindstrom, Esq. in Seattle, Washington. Each PARTY shall bear its own costs and attorneys fees in connection with any such dispute.
16. | GOVERNING LAW |
This Agreement shall be deemed to have been executed and delivered in the State of Washington, and shall be construed and enforced in accordance with, and governed by, the laws of the State of Washington without regard to the conflict of law rules of the State of Washington.
Date: June 6, 2016 | MOVE, INC. | |||||
By: | /s/ James S. Caulfield | |||||
Name: | James S. Caulfield | |||||
Title: | EVP, General Counsel, and Secretary |
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Date: June 6, 2016 | REAL SELECT, INC. | |||||
By: | /s/ James S. Caulfield | |||||
Name: | James S. Caulfield | |||||
Title: | EVP, General Counsel, and Secretary |
Date: June 6, 2016 | TOP PRODUCER SYSTEMS COMPANY | |||||
By: | /s/ James S. Caulfield | |||||
Name: | James S. Caulfield | |||||
Title: | EVP, General Counsel, and Secretary |
Date: June 6, 2016 | NATIONAL ASSOCIATION OF REALTORS | |||||
By: | /s/ Dale Stinton | |||||
Name: | Dale Stinton | |||||
Title: | CEO |
Date: June 6, 2016 | REALTORS INFORMATION NETWORK, INC. | |||||
By: | /s/ Bob Goldberg | |||||
Name: | Bob Goldberg | |||||
Title: | Senior Vice President |
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Date: June 6, 2016 | ZILLOW, INC. | |||||
By: | /s/ Kathleen Philips | |||||
Name: | Kathleen Philips | |||||
Title: | Chief Financial Officer and Chief Legal Officer |
Date: June 6, 2016 | ERROL SAMUELSON | |||||
By: | /s/ Errol Samuelson |
Date: June 6, 2016 | CURT BEARDSLEY | |||||
By: | /s/ Curt Beardsley |
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EXHIBIT A
WIRING INSTRUCTIONS FOR SETTLEMENT PAYMENT
Company Name:
Bank Name:
Bank Address:
Bank Contact:
Bank ABA #:
Bank Account #:
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