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): February 9, 2017
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 No.) |
| 1301 Second Avenue, Floor 31, Seattle, Washington | 98101 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(206) 470-7000
(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:
| ☐ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of April Underwood to the Board of Directors
On February 11, 2017, the Board of Directors (the “Board”) of Zillow Group, Inc. (the “Company” or “Zillow Group”) appointed April Underwood as a member of the Board, effective immediately.
Ms. Underwood serves as vice president of product at Slack Technologies, Inc., which she joined in 2015. Previously, she was director of product at Twitter, Inc., where she held various roles from 2010 to 2015. Prior employment in product and engineering roles includes Google, Travelocity, and Intel. Ms. Underwood holds a B.B.A. in Management Information Systems and Business Honors from The University of Texas at Austin, and an M.B.A. from The University of California at Berkeley (Haas).
Ms. Underwood joins Messrs. Barton and Frink as a Class II director. In accordance with the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, Ms. Underwood’s initial term of board service will expire at the 2017 annual meeting of shareholders. Based on information provided by Ms. Underwood, and upon the review and recommendation of the Nominating and Governance Committee of the Board, the Board has determined that Ms. Underwood is “independent” as that term is defined under the applicable rules and regulations of the Securities and Exchange Commission and the listing requirements and rules of Nasdaq. The Company expects that Ms. Underwood will be appointed to the Compensation Committee of the Board.
Ms. Underwood will receive the standard compensation received by Zillow Group nonemployee directors, which consists of annual stock option grants pursuant to the amended and restated stock option grant program for nonemployee directors, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Pursuant to the amended and restated stock option grant program for nonemployee directors, nonemployee directors are eligible to receive on each March 1 a stock option grant for that number of shares of the Company’s Class C capital stock having a Black-Scholes-Merton value of $200,000 on the date of grant, with one-fourth of the shares vesting quarterly over one year and a per share exercise price equal to the closing price of the Company’s Class C capital stock on the date of grant. In addition, in connection with her initial appointment to the Board, Ms. Underwood will receive a stock option grant for that number of shares of the Company’s Class C capital stock having a Black-Scholes-Merton value of $200,000 on the date of grant and with a per share exercise price equal to the closing price of the Company’s Class C capital stock on the date of grant. One-sixteenth of the shares subject to this option grant will vest quarterly such that the option grant will be fully vested after four years.
As is customary, Ms. Underwood and the Company will enter into an indemnification agreement providing for contractual rights to indemnification, expense advancement and reimbursement to the fullest extent permitted by the Washington Business Corporation Law, substantially in the form filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the press release announcing Ms. Underwood’s appointment as director is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Notice of Peter Flint Departure from the Board of Directors
On February 9, 2017, Mr. Peter Flint notified the Board of his decision not to stand for re-election to the Board when his current term expires at the Company’s 2017 annual meeting of shareholders. Mr. Flint reported that his voluntary departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Mr. Flint co-founded Trulia and has served on the Zillow Group Board since February 2015. Mr. Flint served as Chairman of Trulia’s board of directors from June 2005 until February 2015 and as Trulia’s Chief Executive Officer from June 2005 until March 2015.
The Board expresses its sincere appreciation for Mr. Flint’s service to the Company and the valuable contributions he has made to the Company’s success.
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. Differences may result from actions taken by the Board of Directors, as well as from risks and uncertainties beyond the Company’s control. Additional factors that could cause results to differ materially from those anticipated in forward-looking statements 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, 2016 and in the Company’s 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* | Amended and Restated Stock Option Grant Program for Nonemployee Directors under the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan. | |
|
10.2*
|
Form of Indemnification Agreement between Zillow Group, Inc. and each of its directors and executive officers (Filed as Exhibit 10.9 to Registrant’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on February 17, 2015, and incorporated herein by reference). | |
|
99.1 |
Press release dated February 13, 2017 entitled “Zillow Group Appoints April Underwood to its Board of Directors” issued by Zillow Group, Inc. on February 13, 2017. | |
| * | Indicates a management contract or compensatory plan or arrangement. |
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: February 13, 2017 | ZILLOW GROUP, INC. | |||||
| By: |
/s/ S PENCER M. R ASCOFF |
|||||
| Name: | Spencer M. Rascoff | |||||
| Title: | Chief Executive Officer | |||||
EXHIBIT INDEX
|
Exhibit Number |
Description |
|
|
10.1* |
Amended and Restated Stock Option Grant Program for Nonemployee Directors under the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan. | |
|
10.2* |
Form of Indemnification Agreement between Zillow Group, Inc. and each of its directors and executive officers (Filed as Exhibit 10.9 to Registrant’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on February 17, 2015, and incorporated herein by reference). | |
|
99.1 |
Press release dated February 13, 2017 entitled “Zillow Group Appoints April Underwood to its Board of Directors” issued by Zillow Group, Inc. on February 13, 2017. | |
| * | Indicates a management contract or compensatory plan or arrangement. |
Exhibit 10.1
AMENDED AND RESTATED STOCK OPTION GRANT PROGRAM
FOR
NONEMPLOYEE DIRECTORS UNDER THE
ZILLOW GROUP, INC. AMENDED AND RESTATED
2011 INCENTIVE PLAN
(Amended and restated effective as of March 1, 2017)
The following provisions set forth the terms of the stock option grant program (the “ Program ”) for nonemployee directors of Zillow Group, Inc. (the “ Company ”) under the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (the “ Plan ”). The Program does not constitute a separate source of shares of Common Stock available for issuance under the Plan. In the event of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern. Capitalized terms that are not defined herein have the meanings set forth in the Plan.
1. Eligibility
Each director of the Company elected or appointed to the Board who is not otherwise an officer or employee of the Company or of any Related Company (an “ Eligible Director ”) shall be eligible to receive Options under the Plan, as described below.
2. Annual Option Grants
(a) Beginning on March 1, 2017 and on each anniversary thereafter (each, a “ Grant Date ”), each individual who is an Eligible Director as of the Grant Date shall automatically receive a Nonqualified Stock Option to purchase that number of shares of Class C Capital Stock with a Black-Scholes-Merton value (or such other valuation method then being used by the Company to value its stock options for financial reporting purposes) equal to $200,000, with any fractional share rounded to the nearest whole share (0.5 to be rounded up) (each, an “ Annual Option Grant ”).
(b) In the event of an Eligible Director’s initial election or appointment to the Board during the twelve-month period following a Grant Date, such Eligible Director shall, subject to approval by the Board or the Compensation Committee, receive a Nonqualified Stock Option in connection with their initial election or appointment to the Board to purchase that number of shares of Class C Capital Stock calculated in the same manner as for Annual Option Grants, but prorated based on the number of full calendar months between the date of the Eligible Director’s initial election or appointment to the Board and the first Grant Date following their initial election or appointment to the Board (each, a “ Prorated Option Grant ”). Following initial election or appointment to the Board, an Eligible Director shall be eligible to receive Annual Option Grants pursuant to Section 2(a) above.
3. Option Vesting
(a) One-fourth of the shares subject to Annual Option Grants will vest and become exercisable after each three-month period following the Grant Date such that Annual Option Grants will be fully vested and exercisable on the one-year anniversary of the Grant Date.
(b) Prorated Option Grants will become fully vested and exercisable as of the first Grant Date following the Board’s or Compensation Committee’s (as appropriate) approval of the Option.
4. Option Exercise Price
The per share exercise price of each Option granted under the Program shall be equal to the Fair Market Value of the Class C Capital Stock on the Grant Date (which, for Prorated Option Grants, shall be the date of Board or Compensation Committee approval of such grant).
5. Payment of Exercise Price
Options granted under the Program shall be exercised by giving notice to the Company (or a brokerage firm designated or approved by the Company) in such form as required by the Company, stating the number of shares of Class C Capital Stock with respect to which the Option is being exercised, accompanied by payment in full for such Class C Capital Stock, which payment may be made, to the extent permitted by applicable laws and regulations, in whole or in part:
(a) by cash, check or wire transfer;
(b) if and so long as the Class C Capital Stock is registered under the Exchange Act, by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker, to promptly deliver to the Company the amount of proceeds to pay the exercise price, all in accordance with the regulations of the Federal Reserve Board; or
(c) by such other consideration as the Compensation Committee may permit.
6. Term of Options
Each Option shall expire ten years from the Grant Date thereof (the “ Option Expiration Date ”), provided that any unvested portion of an Option shall terminate automatically and without further notice immediately upon an Eligible Director’s Termination of Service for any reason. The vested portion of the Option shall be exercisable as follows:
(a) General Rule. In the event of an Eligible Director’s Termination of Service for any reason other than death, Disability or for Cause, the vested portion of the Option may be exercised by the Eligible Director only until the earlier of (i) two years after the Eligible Director’s Termination of Service and (ii) the Option Expiration Date;
(b) Death or Disability . In the event of an Eligible Director’s Termination of Service by reason of death or Disability, the vested portion of the Option may be exercised only until the earlier of (i) the one-year anniversary of the date of the Eligible Director’s Termination of Service and (ii) the Option Expiration Date. If an Eligible Director dies after his or her Termination of Service but while the Option is still exercisable, the Option may be exercised until the earlier of (x) the one-year anniversary of the date of death and (y) the Option Expiration Date; and
(c) Cause . In the event of an Eligible Director’s Termination of Service for Cause, the Option, whether vested or unvested, shall terminate and no longer be exercisable, unless the Committee determines otherwise.
7. Amendment
The Board or the Compensation Committee may, in accordance with the Plan, the Compensation Committee Charter, and other relevant documents, amend the provisions contained herein in such respects as it deems advisable. Unless otherwise provided in the Plan, any such amendment shall not, without the consent of the Eligible Director, materially adversely affect any rights of an Eligible Director under an Option granted to the Eligible Director.
Provisions of the Plan (including any amendments thereto) that are not discussed herein, to the extent applicable to Eligible Directors, shall continue to govern the terms and conditions of Options granted to Eligible Directors.
8. Effective Date
This Program, as amended and restated, shall become effective on March 1, 2017 and, unless sooner terminated by the Board or the Compensation Committee, shall remain effective during the term of the Plan.
Exhibit 99.1
Media contact:
Camille Salama, Zillow Group
press@zillow.com
Zillow Group Appoints April Underwood to its Board of Directors
Slack Executive Brings Deep Technology Industry Experience
SEATTLE, Feb. 13, 2017 — Zillow Group, Inc. (NASDAQ: Z and ZG), which houses a portfolio of the largest and most vibrant real estate and home-related brands on mobile and web, today announced the appointment of April Underwood to the company’s Board of Directors, effective immediately.
Underwood is vice president of product at Slack, a messaging platform for teams that brings all communication together, creating a single unified archive accessible through powerful search. She joined Slack as head of platform in June 2015. Underwood also is a founding member of #Angels, a woman owned and operated angel investing group focused on helping grow technology start-ups. From 2010 until 2015, Underwood led product, marketing and business development teams as director of product at Twitter. Earlier in her career, she served in product and engineering roles of increasing responsibility at Climate Corp (WeatherBill), Google, Travelocity and Intel.
“April is widely recognized as an outstanding leader in the technology community,” said Zillow Group Co-Founder and Executive Chairman Rich Barton. “Her extensive experience and unique perspective in technology product development, engineering, innovation and consumer engagement, as well as her deep understanding of the mobile and internet industries, will be a significant asset to Zillow Group’s Board of Directors. We are thrilled that she has agreed to join and I look forward to her contributions toward Zillow Group’s long-term success.”
“I have long been inspired by Zillow Group’s mission to build the largest, most trusted and vibrant home-related marketplace in the world. I am honored to join the Board of Directors,” said Underwood. “Zillow Group’s people, culture, brands and partnerships are impressive and I look forward to working closely with Rich, Spencer and the other Board members to help support the company’s continued success.”
Underwood graduated from the University of Texas at Austin with a BBA in Management Information Systems and Business Honors, and from the University of California, Berkeley (Haas) with an MBA. She has received numerous recognitions for her contributions to the technology industry, including Fortune’s 40 Under 40 list in 2016, Elle’s Women in Tech list in 2016 and Fast Company’s Most Creative People list in 2015.
Forward-Looking Statements
This press release 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 regarding the company’s future results of operations and financial condition,
for example, 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 actions taken by the company, as well as from risks and uncertainties beyond the company’s control. Factors that could cause results to differ materially from those anticipated in forward-looking statements 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, 2016 and in the company’s other filings with the Securities and Exchange Commission. Except as may be required by law, the company does not intend, nor undertake any duty, to update this information to reflect future events or circumstances.
About Zillow Group
Zillow Group (NASDAQ: Z and ZG) houses a portfolio of the largest real estate and home-related brands on the Web and mobile. The company’s brands focus on all stages of the home lifecycle: renting, buying, selling, and financing. Zillow Group is committed to empowering consumers with unparalleled data, inspiration and knowledge around homes, and connecting them with the right local professionals to help. The Zillow Group portfolio of consumer brands includes real estate and rental marketplaces Zillow ® , Trulia ® , StreetEasy ® , HotPads ® and Naked Apartments ® . In addition, Zillow Group works with tens of thousands of real estate agents, lenders and rental professionals, helping maximize business opportunities and connect to millions of consumers. The company operates a number of business brands for real estate, rental and mortgage professionals, including Mortech ® , dotloop ® , Bridge Interactive™ and Retsly ® . The company is headquartered in Seattle.
Zillow, Mortech, StreetEasy, Retsly and HotPads are registered trademarks of Zillow, Inc. Trulia is a registered mark of Trulia, LLC. dotloop is a registered trademark of DotLoop, LLC. Naked Apartments is a registered trademark of Naked Apartments, LLC. Bridge Interactive is a trademark of Zillow, Inc.
Slack is a registered trademark of Slack Technologies, Inc. Twitter is a registered trademark of Twitter, Inc. The Climate Corporation and WeatherBill are registered trademarks of The Climate Corporation. Google is a registered trademark of Google Inc. Travelocity is a registered trademark of Travelscape, LLC. Intel is a registered trademark of Intel Corporation.
(ZFIN)