ZILLOW GROUP, INC. 8-K

What Happened

• Zillow Group, Inc. filed an 8‑K reporting results of its June 2, 2026 Annual Meeting and a board action on June 3, 2026 amending the company’s 2026 repurchase program. Shareholders elected three Class III directors—Amy C. Bohutinsky, Jay C. Hoag and Gregory B. Maffei—to serve until the 2029 annual meeting, and ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026.
• The Board amended the previously announced 2026 Repurchase Program (which authorized up to an additional $1.25 billion of Class A and/or Class C stock repurchases) so that, effective June 3, 2026, no repurchase may be made if it would cause any single shareholder to beneficially own more than 45% of the Company’s outstanding voting power. The filing states that, after accounting for repurchases to date, no shareholder currently exceeds that 45% threshold.

Key Details

• Director vote totals:
  • Amy C. Bohutinsky — For: 83,874,848; Against: 6,139,816; Abstain: 12,016; Broker non‑votes: 4,904,906.
  • Jay C. Hoag — For: 85,268,255; Against: 4,744,734; Abstain: 13,691; Broker non‑votes: 4,904,906.
  • Gregory B. Maffei — For: 85,037,150; Against: 4,976,196; Abstain: 13,334; Broker non‑votes: 4,904,906.
• Auditor ratification (Proposal 2): Deloitte & Touche LLP — For: 94,704,606; Against: 189,091; Abstain: 37,889.
• Repurchase program amendment effective June 3, 2026: prohibits repurchases that would result in any single shareholder beneficially owning >45% of voting power; original additional authorization was up to $1.25 billion. All other program terms unchanged.

Why It Matters

• Governance: The re‑election of the three Class III directors and auditor ratification maintain board continuity and the company’s external audit relationship—items investors monitor for stability and oversight.
• Capital return and voting control: The repurchase program amendment limits the company’s ability to buy back shares in a way that could materially increase a single shareholder’s control (above 45% voting power). That protects against consolidation of voting power through buybacks and may influence the timing or size of future repurchases under the $1.25B authorization.
• Practical effect: The filing confirms no shareholder currently exceeds the 45% cap after prior repurchases, so the change is a preventive control on future buybacks rather than an immediate change in ownership.