ZIPRECRUITER, INC. 8-K

What Happened

• ZipRecruiter, Inc. filed an 8-K on June 12, 2026 reporting the results of its Annual Meeting held June 9, 2026. Stockholders elected Brie Carere and Mike Gupta as Class II directors for three-year terms expiring at the 2029 Annual Meeting. PricewaterhouseCoopers LLP (PwC) was ratified as the company’s independent registered public accounting firm for the year ending December 31, 2026. The filing was signed by David Travers, President and interim Chief Financial Officer.

Key Details

• Director elections (Class II, term through 2029):
  • Brie Carere: For 286,461,830; Withheld 17,157,831; Broker non‑votes 13,956,530.
  • Mike Gupta: For 302,125,014; Withheld 1,494,647; Broker non‑votes 13,956,530.
• Auditor ratification:
  • PwC: For 316,283,008; Against 1,282,883; Abstain 10,300; Broker non‑votes 0.
• Advisory "say-on-pay" vote:
  • For 297,451,568; Against 6,120,626; Abstain 47,467; Broker non‑votes 13,956,530.

Why It Matters

• Board composition: Re-election of Carere and Gupta fills two Class II board seats and shapes governance through 2029, affecting oversight of strategy and management decisions.
• Auditor continuity: Ratifying PwC maintains the company’s external audit relationship for 2026, which matters for financial reporting and investor confidence.
• Shareholder sentiment: The advisory approval of executive compensation (say-on-pay) was supported by a large majority, providing non-binding shareholder endorsement of pay practices disclosed for 2025. Broker non‑votes on certain matters reflect shares held by brokers that did not vote, which can affect tallies on contested or non-routine items.