Zillow Group, Inc. (ZG) Earnings Call Transcript & Summary

Hello, and welcome to the 2021 Zillow Group, Inc. Annual Meeting of Shareholders. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Zillow Group's Co-Founder and CEO, Rich Barton. Mr. Barton, the floor is yours.

Thank you, Latif. Good afternoon, and welcome to our 2021 Zillow Group Annual Meeting of Shareholders. I'm Rich Barton, Co-Founder and CEO of Zillow Group and also serve on the company's Board of Directors. I'm joined today by Brad Owens, our General Counsel and Corporate Secretary; and Brad Berning, our Vice President of Investor Relations. I will serve as Chair of this meeting and Brad Owens will serve as Secretary. I would like to acknowledge the other Zillow Group directors and officers who are present at this virtual meeting. Brad Owens will cover the business portion of the meeting. Following his remarks, we will have an opportunity for a brief Q&A. But first, a few logistics. As Chair of the meeting, I have adopted an agenda that will govern the order of the business and the rules of conduct for the meeting, which are available on the virtual meeting site. The rules of conduct will also govern the Q&A session. If you are a shareholder and want to ask a question, you can submit one at any time on the virtual meeting website. The polls are open and will close in a few moments immediately after the presentation of our business matters. We are ready to begin the business of our shareholder meeting, and I will now call the meeting to order, and hand it over to Brad Owens.

Thank you, Rich. Before I walk us through the business of the meeting, I have a few more introductions to make. Tom Cooper of Computershare has been appointed Inspector of Elections for this meeting. Also here with us today are Jason Rissanen, Mai Noonan and Chris Weber, representing Deloitte & Touche, our independent auditors. The notice of the meeting and Internet availability of the proxy materials were mailed beginning April 21, 2021, and went to all shareholders of record as of April 5, 2021. As a result, this meeting is being held pursuant to proper notice. A list of shareholders of record as of April 5, 2021, is available for your review on the virtual meeting website. In addition, more than a majority of the votes entitled to be cast at the meeting as of April 5 are represented today either in person or by proxy. This means we have a quorum present. Today, we have 4 management proposals for you to consider. They were all described in the proxy statement for today's meeting. The first is the election of 3 directors, each nominated by the Board of Directors to serve until the 2024 Annual Meeting of Shareholders: Erik Blachford, Gordon Stephenson, and Claire Cormier Thielke. The Board recommends a vote for each of them. The second item is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The Board recommends a vote in favor of that proposal. The third item is to approve, on an advisory basis, the compensation of our named executive officers. The Board recommends a vote in favor of that proposal. The fourth item is to approve, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers. The Board recommends a vote in favor of every 3 years for that proposal. That concludes the presentation of matters to be voted on today, and the polls are now also closed. I will now hand it over to Tom Cooper to share the preliminary voting results. Tom?

Thank you, Brad. The preliminary report of the Inspector of Election indicates that concerning Proposal 1, each of the 3 directors nominated for election has been elected or reelected by receipt of the largest number of votes cast as required by Zillow Group's bylaws. Concerning Proposal 2, the advisory vote proposal to ratify the appointment of Deloitte & Touche LLP as Zillow Group's independent registered public accounting firm for the fiscal year ending December 31, 2021. The number of votes cast for the proposal exceeded the number of votes cast against the proposal as required by Zillow Group's bylaws for this proposal to pass. Proposal 2 has passed. Proposal 3, approval on advisory basis of the compensation of Zillow Group's named executive officers has been approved by over 94% of the votes cast. Finally, Proposal 4, approval on an advisory basis of the frequency of future advisory votes on the compensation of Zillow Group's named executive officers has passed with a 76.38% of the votes cast in favor of every 3 years. This completes the report. I'll now pass things back to Brad.

Thank you, Tom. Please prepare a final report of the votes that will become a part of the record of this meeting. We will report the final voting results in the Form 8-K filed with the SEC within 4 business days. And with that, we have completed the formal portion of the meeting, and the meeting is now adjourned. Let me hand it over to our Vice President of Investor Relations, Brad Berning, for Q&A.

Thank you, Brad. Rich, I'm showing that we have no questions at this point, and we'll turn it over to you for concluding remarks.

I apologize, I was on mute, a very modern problem. Thank you all very much for attending. We appreciate your continuing support of Zillow Group. This concludes the meeting. You may now disconnect.