Ziff Davis Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Telecommunications Equipment
Telecommunications
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) May 7, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(Address of principal executive offices)
(212 ) 503-3500
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders
(a) On May 7, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual format.
(b) Below are the voting results for the matters submitted to the Company’s stockholders for a vote at the Annual Meeting:
(1) The election of the following eight director nominees to serve for the ensuing year and until their successors are elected and qualified. All nominees were elected as directors with the following vote:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Vivek Shah | 38,116,134 | 940,937 | 6,953 | 1,699,890 | ||||||||||
| Sarah Fay | 37,813,428 | 1,244,191 | 6,405 | 1,699,890 | ||||||||||
| Jana Barsten | 38,115,055 | 942,428 | 6,541 | 1,699,890 | ||||||||||
| Trace Harris | 37,879,302 | 1,177,747 | 6,975 | 1,699,890 | ||||||||||
| William Brian Kretzmer | 35,080,219 | 3,976,194 | 7,611 | 1,699,890 | ||||||||||
| Kirk McDonald | 35,498,380 | 3,558,595 | 7,049 | 1,699,890 | ||||||||||
| Neville Ray | 37,761,424 | 1,294,856 | 7,744 | 1,699,890 | ||||||||||
| Scott C. Taylor | 35,387,639 | 3,669,013 | 7,372 | 1,699,890 | ||||||||||
(2) A proposal to ratify the appointment of KPMG LLP to serve as the Company’s independent auditors for fiscal year 2025. This proposal was approved with the following vote:
| For | 40,403,110 | ||||
| Against | 348,464 | ||||
| Abstain | 12,340 | ||||
| Broker Non-Votes | N/A | ||||
(3) A proposal to approve, in an advisory vote, the compensation of the named executive officers. This proposal was approved with the following vote:
| For | 26,730,975 | ||||
| Against | 12,321,137 | ||||
| Abstain | 11,912 | ||||
| Broker Non-Votes | 1,699,890 | ||||
Item 7.01 Regulation FD Disclosure
On May 9, 2025, the Company hosted its first quarter 2025 earnings conference call and webcast and noted that supplemental financial data would be provided herein. A copy of this data is furnished as Exhibit 99.1 to this Form 8-K.
NOTE: The information in Item 7.01 and the accompanying exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover 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.
Ziff Davis, Inc. (Registrant) | |||||||||||
| Date: | May 9, 2025 | By: | /s/ Jeremy Rossen | ||||||||
| Jeremy Rossen Executive Vice President, General Counsel and Secretary | |||||||||||