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 4, 2019
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
ZG
The Nasdaq Global Select Market
Class C Capital Stock, par value $0.0001 per share
Z
The Nasdaq Global Select Market
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.    ☐
 

Item 5.07
Submission of Matters to a Vote of Security Holders.
On June 4, 2019, Zillow Group, Inc. (“Zillow Group”) held its 2019 Annual Meeting of Shareholders. At the 2019 Annual Meeting of Shareholders, Zillow Group’s shareholders voted:
(1) to elect one Class III director (Amy C. Bohutinsky) and three Class II directors (Richard N. Barton, Lloyd D. Frink, and April Underwood) to serve until the 2020 Annual Meeting of Shareholders and 2022 Annual Meeting of Shareholders, respectively, each upon nomination by Zillow Group’s board of directors; and
(2) to ratify the appointment of Deloitte & Touche LLP as Zillow Group’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

Zillow Group’s inspector of election certified the following voting results:
Proposal 1: Election of Directors
DIRECTOR
 
FOR
 
WITHHELD
 
BROKER NON-VOTES
Richard N. Barton
 
92,490,769

 
4,798,671

 
8,490,242

Lloyd D. Frink
 
87,584,629

 
9,704,811

 
8,490,242

April Underwood
 
96,318,388

 
971,052

 
8,490,242

Amy C. Bohutinsky
 
88,906,066

 
8,383,374

 
8,490,242


Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm
FOR
 
AGAINST
 
ABSTAIN
105,443,112
 
226,005
 
110,565
















 








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 5, 2019
 
ZILLOW GROUP, INC.
 
 
 
 
 
 
By:
/s/ J ENNIFER  R OCK
 
 
Name:
Jennifer Rock
 
 
Title:
Chief Accounting Officer