Zillow Group, Inc. (Z) Annual Shareholders Meeting (Transcript)

Zillow Group, Inc. (NASDAQ:Z) Annual Shareholders Meeting June 14, 2022 5:00 PM ET

Company Participants

Rich Barton – Co-Founder and CEO

Brad Owens – General Counsel and Corporate Secretary

Tom Cooper – Inspector of Elections

Brad Berning – VP of IR and Strategy

Conference Call Participants

Operator

Hello, and welcome to the 2022 Zillow Group, Inc. Annual Meeting of Shareholders. Please note that today’s meeting is being recorded. After the business portion of the meeting has adjourned, we’ll have a brief question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A tab on the right side of your screen.

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.

Rich Barton

Thank you very much. Good afternoon and welcome to our 2022 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 am joined today by Brad Owens, our General Counsel and Corporate Secretary; and Brad Berning, our Vice President of Investor Relations and Strategy. I will serve as Chair of this meeting, and Brad will serve as Secretary.

I would also 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, after which 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 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 the matters for shareholder consideration.

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.

Brad Owens

Thanks, 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 Chris Weber and Mai Noonan, representing Deloitte & Touche, our independent auditors. The Notice of the Meeting and Internet availability of the proxy materials were mailed beginning April 28, 2022, and went to all voting shareholders of record as of April 5, 2022.

As a result, this meeting is being held pursuant to proper notice. A list of shareholders of record as of April 5, 2022, 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 two proposals for you to consider. They were both described in the proxy statement for today’s meeting. The first is the election of three directors, each nominated by the Board of Directors to serve until the 2025 Annual Meeting of Shareholders: Rich Barton, Lloyd Frink and April Underwood. 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, 2022. The Board recommends a vote in favor of 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?

Tom Cooper

Thank you, Brad. The preliminary report of the Inspector of Election indicates that concerning Proposal 1, each of the three directors nominated for election has been reelected by the receipt of the largest number of votes cast as required by Zillow Group’s bylaws. Concerning Proposal 2, the advisory 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, 2022, 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. This completes the report.

Now I will pass things back to Brad.

Brad Owens

Thanks, Tom. Please prepare a final report to the votes that will become a part of the record of this meeting. We will report the final voting results in a Form 8-K filed with the SEC within four 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 and Strategy, Brad Berning, for Q&A.

Question-and-Answer Session

Q – Brad Berning

Rich Barton

Thanks, Brad. Thank you all very much for attending. We appreciate your continuing support of Zillow Group.

Operator

This concludes the meeting. You may now disconnect.