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): June 6, 2024
| (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) | (Zip Code) | |||||||||||||||||||||||||
Registrant’s telephone number, including area code: (202 ) 346-6500
| Not Applicable | ||
| (Former name or former address, if changed since last report.) | ||
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following items, which are more fully described in our proxy statement dated April 26, 2024, were submitted to a vote of the stockholders of CoStar Group, Inc. (the "Company" or "our") at the Company's Annual Meeting of Stockholders held on June 6, 2024. The final voting results are as follows:
1.Each of the following nominees were elected to our Board of Directors to serve until the next annual meeting of the Company’s stockholders or until his or her successor is elected and qualified: Michael R. Klein, Andrew C. Florance, Angelique G. Brunner, John W. Hill, Laura Cox Kaplan, Robert W. Musslewhite, Christopher J. Nassetta and Louise S. Sams.
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Michael R. Klein | 332,025,593 | 40,115,539 | 173,410 | 6,301,640 | ||||||||||
| Andrew C. Florance | 368,069,482 | 4,071,725 | 173,335 | 6,301,640 | ||||||||||
| Angelique G. Brunner | 371,965,751 | 174,493 | 174,298 | 6,301,640 | ||||||||||
| John W. Hill | 365,175,275 | 6,963,838 | 175,429 | 6,301,640 | ||||||||||
| Laura Cox Kaplan | 368,660,571 | 3,480,087 | 173,884 | 6,301,640 | ||||||||||
| Robert W. Musslewhite | 371,212,663 | 926,092 | 175,787 | 6,301,640 | ||||||||||
| Christopher J. Nassetta | 334,272,968 | 37,866,303 | 175,271 | 6,301,640 | ||||||||||
| Louise S. Sams | 371,288,971 | 851,869 | 173,702 | 6,301,640 | ||||||||||
2.The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified upon the following vote:
| Votes For | 363,324,753 | ||||
| Votes Against | 15,225,921 | ||||
| Abstentions | 65,508 | ||||
| Broker Non-Votes | — | ||||
3.The advisory resolution to approve the Company's executive compensation was approved upon the following vote:
| Votes For | 340,897,991 | ||||
| Votes Against | 30,921,054 | ||||
| Abstentions | 495,497 | ||||
| Broker Non-Votes | 6,301,640 | ||||
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.
| COSTAR GROUP, INC. | ||||||||
| By: | ||||||||
| Date: | June 7, 2024 | /s/ Gene Boxer | ||||||
| Name: Gene Boxer | ||||||||
| Title: General Counsel and Corporate Secretary | ||||||||