CoStar (CSGP) Annual Meeting: New Equity Plan Passed, Political-Spending Proposal Fails

Rhea-AI Filing Summary

CoStar Group, Inc. (NASDAQ: CSGP) filed a Form 8-K summarizing the results of its 26 June 2025 Annual Meeting of Stockholders. The central item was approval of the new 2025 Stock Incentive Plan, which replaces the 2016 plan and aggregates (i) the remaining share reserve from the prior plan and (ii) any shares that become available through future forfeitures of 2016-plan awards. The plan authorizes stock options, SARs, restricted stock and RSUs for employees, officers, directors and consultants, potentially enlarging the company’s long-term equity compensation pool and modestly diluting existing shareholders.

All eight director nominees—Louise S. Sams, Andrew C. Florance, John L. Berisford, Angelique G. Brunner, Rachel C. Glaser, John W. Hill, Christine M. McCarthy and Robert W. Musslewhite—were re-elected with strong majorities (votes for ranged from 364.7 million to 377.0 million).

Shareholders also:

• Ratified Ernst & Young LLP as independent auditor for FY 2025 (367.4 m for / 18.6 m against).
• Approved the non-binding say-on-pay resolution by a narrow 53.8% majority (202.8 m for / 174.3 m against).
• Rejected a shareholder proposal requesting increased political-spending transparency (124.2 m for / 251.4 m against).

No earnings data, acquisitions or other material transactions were disclosed. Exhibit 10.1 contains the full 2025 Stock Incentive Plan; inline XBRL cover data is furnished as Exhibit 104.

Positive

• Approval of the 2025 Stock Incentive Plan provides fresh capacity to attract and retain talent in a competitive real-estate data sector.

Negative

• Potential shareholder dilution from the expanded equity pool and rollover mechanism, though exact magnitude is unspecified.
• Low margin of support on say-on-pay (53.8%) indicates growing investor discontent with executive compensation structure.

Insights

Corporate Governance Expert

TL;DR – Routine annual-meeting matters; equity plan approved, political-spending proposal fails.

The meeting delivered expected outcomes: board slate re-elected, auditor ratified and compensation package affirmed. The narrow 54% support on say-on-pay signals rising investor scrutiny of pay practices, but it remains a pass. Adoption of the 2025 Stock Incentive Plan refreshes the equity compensation pool without specifying an absolute share cap, using a rollover mechanism; this can incrementally dilute shareholders yet is common for growth companies relying on equity incentives. Failure of the political-spending proposal suggests investors prioritize operational focus over ESG disclosure expansion. Overall, no immediate governance red flags emerge; monitoring future dilution and addressing pay-related concerns will be prudent.

Equity Analyst

TL;DR – Neutral event; no financial guidance, modest potential dilution from new plan.

From a valuation standpoint, the filing is largely housekeeping. The equity plan could increase share count, but the magnitude hinges on future grant cadence. Director re-elections and auditor ratification preserve continuity. The almost 46% opposition to executive pay highlights investor sensitivity; management may need to align performance metrics more tightly with value creation to avoid a future defeat. Absence of financial data or strategic announcements means the 8-K does not alter earnings models. I categorise market impact as minimal.

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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 26, 2025

COSTAR GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware			0-24531			52-2091509
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

1201 Wilson Blvd.

Arlington,

VA

22209

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:  

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock ($0.01 par value)			CSGP			Nasdaq Global Select Market

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 26, 2025, at the Annual Meeting of Stockholders (the “Annual Meeting”) of CoStar Group, Inc. (the “Company” or “our”), the stockholders of the Company, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the CoStar Group, Inc. 2025 Stock Incentive Plan (the “2025 Plan”), which was approved by the Board on April 28, 2025 (the “Effective Date”), subject to stockholder approval. The 2025 Plan, among other things, permits the grant of stock options, stock appreciation rights, restricted stock and restricted stock units to employees, officers, consultants and directors of the Company and its subsidiaries. The 2025 Plan replaces the CoStar Group, Inc. 2016 Stock Incentive Plan (the “2016 Plan”), and no further grants will be made pursuant to the 2016 Plan. The number of shares of Company common stock that will be available for grant under the 2025 Plan will be the sum of (i) any shares that remained available for grant under the 2016 Plan as of the Effective Date, plus (ii) shares subject to outstanding awards under the 2016 Plan as of the Effective Date that are later forfeited.

A more detailed description of the material terms of the 2025 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A (“Proxy Statement”) filed with the Securities and Exchange Commission on April 30, 2025. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the 2025 Plan and are qualified by reference to the text of the 2025 Plan, which is included as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The following items, which are more fully described in our Proxy Statement, were submitted to a vote of the stockholders of the Company at the Annual Meeting. The final voting results are as follows:

1.Each of the following nominees were elected to our Board to serve until the Company’s 2026 Annual Meeting of Stockholders or until his or her successor is elected and qualified: Louise S. Sams, Andrew C. Florance, John L. Berisford, Angelique G. Brunner, Rachel C. Glaser, John W. Hill, Christine M. McCarthy, and Robert W. Musslewhite.

Name			Votes For			Votes Against			Abstentions			Broker Non-Votes
Louise S. Sams			374,959,663			2,325,005			209,471			8,765,226
Andrew C. Florance			376,754,613			529,171			210,355			8,765,226
John L. Berisford			374,116,793			3,164,854			212,492			8,765,226
Angelique G. Brunner			370,955,710			6,307,436			230,993			8,765,226
Rachel C. Glaser			377,002,072			282,183			209,884			8,765,226
John W. Hill			364,696,573			12,586,031			211,535			8,765,226
Christine M. McCarthy			376,866,490			417,851			209,798			8,765,226
Robert W. Musslewhite			363,644,642			13,637,862			211,635			8,765,226

2.The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified upon the following vote:

Votes For			367,421,785
Votes Against			18,615,164
Abstentions			222,416
Broker Non-Votes			—

3.The advisory resolution to approve the Company's executive compensation was approved upon the following vote:

Votes For			202,754,871
Votes Against			174,302,322
Abstentions			436,946
Broker Non-Votes			8,765,226

4.     The 2025 Plan was approved upon the following vote:

Votes For			369,269,515
Votes Against			7,968,343
Abstentions			256,281
Broker Non-Votes			8,765,226

5.    The stockholder proposal regarding support for transparency in political spending was not approved upon the following vote:

Votes For			124,189,745
Votes Against			251,384,311
Abstentions			1,920,083
Broker Non-Votes			8,765,226

Item 9.01 Financial Statements and Exhibits.

Exhibit No.			Description
10.1			CoStar Group, Inc. 2025 Stock Incentive Plan (filed as Appendix B to CoStar Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed April 30, 2025, File No. 000-24531, and incorporated herein by reference).
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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 27, 2025			/s/ Gene Boxer
						Name: Gene Boxer
						Title: General Counsel and Corporate Secretary

FAQ

What did CoStar Group (CSGP) shareholders approve at the 2025 Annual Meeting?

They approved the 2025 Stock Incentive Plan, re-elected all directors, ratified Ernst & Young as auditor, and endorsed executive compensation.

How many votes supported CoStar’s 2025 Stock Incentive Plan?

369,269,515 votes were cast in favor versus 7,968,343 against.

Was the shareholder proposal on political-spending transparency passed?

No. It received 124.2 m votes for and 251.4 m against, so it failed.

Did the say-on-pay proposal face significant opposition?

Yes. 174.3 m votes (46.2%) opposed executive compensation, though it still passed with 202.8 m votes (53.8%).

Who will audit CoStar Group for fiscal 2025?

Ernst & Young LLP was ratified with 367.4 m votes in favor.