Zeta Global stockholders approve directors and pay

Zeta Global Holdings Corp. reported the results of its 2026 Annual Meeting of Stockholders, where a quorum was present.

Rhea-AI Filing Summary

Zeta Global Holdings Corp. reported the results of its 2026 Annual Meeting of Stockholders, where a quorum was present. Stockholders elected three Class II directors—William Landman, Robert Niehaus, and Jeanine Silberblatt—to serve until the 2029 annual meeting or earlier departure.

All three director nominees received strong support, with votes "for" ranging from 320,787,919 to 346,072,707 and broker non-votes of 51,728,526 for each. Stockholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, with 338,066,911 votes for, 18,195,375 against, 200,337 abstentions, and 51,728,526 broker non-votes. These results confirm continued stockholder support for the board, the auditor, and the executive pay program.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for William Landman: 334,078,021 votes Votes for Robert Niehaus: 346,072,707 votes Votes for Jeanine Silberblatt: 320,787,919 votes +5 more

8 metrics

Votes for William Landman 334,078,021 votes Election as Class II director at 2026 Annual Meeting

Votes for Robert Niehaus 346,072,707 votes Election as Class II director at 2026 Annual Meeting

Votes for Jeanine Silberblatt 320,787,919 votes Election as Class II director at 2026 Annual Meeting

Auditor ratification - For 407,899,801 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Auditor ratification - Against 170,531 votes Ratification of Deloitte & Touche LLP for fiscal year ending December 31, 2026

Say-on-pay - For 338,066,911 votes Advisory approval of named executive officer compensation

Say-on-pay - Against 18,195,375 votes Advisory approval of named executive officer compensation

Broker non-votes on proposals 51,728,526 votes Broker non-votes on director elections and say-on-pay

Key Terms

Annual Meeting of Stockholders, Class II directors, independent registered public accounting firm, broker non-votes, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"On June 16, 2026, Zeta Global Holdings Corp. held its 2026 Annual Meeting of Stockholders"

Class II directors regulatory

"to serve as Class II directors of the Company’s Board of Directors until the 2029 Annual Meeting"

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes regulatory

"Broker Non-Votes 51,728,526"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) basis regulatory

"approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Zeta Global Holdings Corp. (ZETA) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: electing three Class II directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving on an advisory, non-binding basis the compensation of the Company’s named executive officers.

Which directors were elected at ZETA’s 2026 Annual Meeting of Stockholders?

Stockholders elected William Landman, Robert Niehaus, and Jeanine Silberblatt as Class II directors. They will serve until the 2029 Annual Meeting of Stockholders and until their successors are elected and qualified, or until earlier death, resignation, or removal.

How did Zeta Global (ZETA) stockholders vote on the director nominees?

Votes for William Landman were 334,078,021 with 22,384,602 withheld. Robert Niehaus received 346,072,707 for and 10,389,916 withheld. Jeanine Silberblatt received 320,787,919 for and 35,674,704 withheld. Each proposal had 51,728,526 broker non-votes.

Was Deloitte & Touche LLP’s appointment as ZETA’s auditor ratified for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as Zeta Global’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 407,899,801 votes for, 170,531 against, and 120,817 abstentions recorded on the proposal.

Did Zeta Global (ZETA) stockholders approve executive compensation on an advisory basis?

Yes. The advisory, non-binding vote on compensation of named executive officers passed, with 338,066,911 votes for, 18,195,375 against, 200,337 abstentions, and 51,728,526 broker non-votes, indicating overall support for the Company’s executive pay program.

What is the term length for ZETA’s newly elected Class II directors?

Each Class II director elected—William Landman, Robert Niehaus, and Jeanine Silberblatt—will serve until the 2029 Annual Meeting of Stockholders and until a successor is elected and qualified, or until earlier death, resignation, or removal under the Company’s governance framework.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/16/2026 - 04:30 PM Learn about SEC filing dates

0001851003false00018510032026-06-162026-06-16

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 16, 2026

ZETA GLOBAL HOLDINGS CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40464	80-0814458
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Park Ave, 33rd Floor
New York, New York				10016
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 967-5055

N/A

(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(s)		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		ZETA		The New York Stock Exchange

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.

On June 16, 2026, Zeta Global Holdings Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026. The final voting results for each proposal are set forth below.

Proposal 1 - Election of Directors

The Company’s stockholders elected each of the following nominees to serve as Class II directors of the Company’s Board of Directors until the 2029 Annual Meeting of Stockholders and until their respective successor is elected and qualified or until their earlier death, resignation or removal by the following votes:

Nominee		For		Withheld		Broker Non-Votes
William Landman		334,078,021		22,384,602		51,728,526
Robert Niehaus		346,072,707		10,389,916		51,728,526
Jeanine Silberblatt		320,787,919		35,674,704		51,728,526

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following votes:

For		Against		Abstain
407,899,801		170,531		120,817

Proposal 3 - Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers by the following votes:

For		Against		Abstain		Broker Non-Votes
338,066,911		18,195,375		200,337		51,728,526

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.

			Zeta Global Holdings Corp.
Date:	June 16, 2026	By:	/s/ Christopher Greiner
			Christopher Greiner Chief Financial Officer

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