Company Quick10K Filing
Zillow
Price29.53 EPS-1
Shares207 P/E-30
MCap6,113 P/FCF-9
Net Debt-920 EBIT-208
TEV5,193 TEV/EBIT-25
TTM 2019-09-30, in MM, except price, ratios
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Z 8K Current Report

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.07Submission of Matters To A Vote of Security Holders.
Item 8.01 Other Events.
Item 9.01Financial Statements and Exhibits.
EX-5.1 exhibit516102020.htm
EX-10.1 exhibit101zillowgroup2.htm

Zillow Report 2020-06-09

z-20200609
false000161764000016176402020-06-092020-06-090001617640us-gaap:CommonClassAMember2020-06-092020-06-090001617640us-gaap:CommonClassCMember2020-06-092020-06-09


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 9, 2020
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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareZGThe Nasdaq Global Select Market
Class C Capital Stock, par value $0.0001 per shareZThe 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2020, Zillow Group, Inc. (“Zillow Group”) held its 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) at which Zillow Group’s shareholders approved the Zillow Group, Inc. 2020 Incentive Plan (the “Plan), which replaces the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”). A detailed summary of the Plan appears on pages 20-25 of Zillow Group’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2020 (the “Proxy Statement”) and is incorporated herein by reference.
Under the Plan, employees, officers, directors, consultants, agents, advisors and independent contractors are eligible to receive awards. Awards granted under the Plan may consist of stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units, performance shares, performance units, cash-based awards or other incentives payable in cash or in shares of Zillow Group’s Class C capital stock as may be determined by the plan administrator and subject to the terms of the Plan. The Plan initially authorizes the issuance of up to 12,400,000 shares of Class C capital stock, subject to adjustment as described in the Plan. In addition, any shares available for new grants under the 2011 Plan as of the date of shareholder approval of the Plan will become available for issuance under the Plan, as will any shares subject to awards under the 2011 Plan as of the date of shareholder approval of the Plan that on or after that date expire or terminate without being settled in shares. The Plan will terminate on June 9, 2030.
The foregoing summary of the Plan and the summary of the Plan set forth in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report.
Item 5.07Submission of Matters to a Vote of Security Holders.

On June 9, 2020, Zillow Group held its 2020 Annual Meeting. At the 2020 Annual Meeting, Zillow Group’s shareholders voted on the following matters:
(1)
to elect three directors nominated by our Board of Directors each to serve until the 2023 Annual Meeting of Shareholders;
(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, 2020;
(3)
to approve the Zillow Group, Inc. 2020 Incentive Plan; and
(4)
a shareholder proposal regarding majority vote for election of directors.
Zillow Group’s inspector of election certified the following voting results:

Proposal 1: Election of Directors
DIRECTORFORWITHHELDBROKER NON-VOTES
Amy C. Bohutinsky104,947,7001,697,6008,983,889
Jay C. Hoag103,735,4432,909,8578,983,889
Gregory B. Maffei90,586,03516,059,2658,983,889

Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm
FOR AGAINSTABSTAIN
115,543,94344,65840,588

Proposal 3: Approval of the Zillow Group, Inc. 2020 Incentive Plan
FOR AGAINSTABSTAINBROKER NON-VOTES
80,609,50125,989,01546,7848,983,889




Proposal 4: Shareholder Proposal to Elect Directors by Majority Vote
FORAGAINSTABSTAINBROKER NON-VOTES
40,046,33366,538,10560,8628,983,889


Item 8.01
Other Events.

The Form S-8 registration statement (File No. 333-238077) (the “Registration Statement”) for the shares issuable under the Plan (the “Shares”) was filed with the Securities and Exchange Commission on May 7, 2020. The legal opinion of Perkins Coie LLP filed with the Registration Statement as to the legality of the Shares was qualified by reference to Zillow Group obtaining shareholder approval of the Plan. In connection with the shareholder approval of the Plan effective June 9, 2020, the legal opinion of Perkins Coie LLP as to the legality of the Shares without qualification as to shareholder approval of the Plan is filed as Exhibit 5.1 to this Current Report and is incorporated herein and into the Registration Statement by reference.

Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
Number
  Description
5.1
10.1
104Cover 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.
 
Dated: June 10, 2020 ZILLOW GROUP, INC.
 By:
/s/ JENNIFER ROCK
 Name:Jennifer Rock
 Title:Chief Accounting Officer