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Zillow Group (NASDAQ: Z) adds 45% cap to buyback and wins director votes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zillow Group, Inc. reported results from its 2026 Annual Meeting of Shareholders and updated its 2026 share repurchase program. Shareholders elected Amy C. Bohutinsky, Jay C. Hoag, and Gregory B. Maffei as Class III directors to serve until the 2029 annual meeting and ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.

The Board also amended the 2026 repurchase program authorizing up to an additional $1.25 billion in Class A common stock, Class C capital stock or a combination, adding a condition that no repurchase may cause any single shareholder to beneficially own more than 45% of the then-outstanding voting power.

Positive

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Negative

  • None.
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.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Repurchase authorization $1.25 billion Additional capacity under 2026 Repurchase Program
Ownership cap 45% voting power Maximum any shareholder may beneficially own after repurchases
Votes for Bohutinsky 83,874,848 votes Election as Class III director
Votes for Hoag 85,268,255 votes Election as Class III director
Votes for Maffei 85,037,150 votes Election as Class III director
Votes for auditor 94,704,606 votes Ratification of Deloitte & Touche LLP
independent registered public accounting firm financial
"to ratify the appointment of Deloitte & Touche LLP 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.
2026 Repurchase Program financial
"the Company’s previously announced 2026 repurchase program (the “2026 Repurchase Program”)"
beneficially owns financial
"no repurchase of shares ... if ... any single shareholder would beneficially own more than 45% of the then-outstanding voting power"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
voting power financial
"more than 45% of the then-outstanding voting power of the Company’s voting securities"
Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.
inspector of election regulatory
"Zillow Group’s inspector of election certified the following voting results"
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Understanding 8-K Material Events →
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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 2, 2026
ZILLOW GROUP, INC.
(Exact name of registrant as specified in its charter)
Washington 001-36853 47-1645716
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
1301 Second Avenue, Floor 36, Seattle, Washington
 98101
(Address of principal executive offices) (Zip Code)
(206) 470-7000
(Registrant’s telephone number, including area code)
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 classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareZGThe Nasdaq Global Select Market
Class C Capital Stock, par value $0.0001 per shareZThe 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 5.07Submission of Matters to a Vote of Security Holders.
On June 2, 2026, Zillow Group, Inc. (“Zillow Group” or “the Company”) held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, Zillow Group’s shareholders voted on the following matters:
(1)
to elect three Class III directors (Amy C. Bohutinsky, Jay C. Hoag, and Gregory B. Maffei) each nominated by the Company’s Board of Directors (the “Board”) to serve until the 2029 Annual Meeting of Shareholders; and
(2)
to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Zillow Group’s inspector of election certified the following voting results:
Proposal 1: Election of Directors
DIRECTORFORAGAINSTABSTAINBROKER NON-VOTES
Amy C. Bohutinsky
83,874,8486,139,81612,0164,904,906
Jay C. Hoag
85,268,2554,744,73413,6914,904,906
Gregory B. Maffei
85,037,1504,976,19613,3344,904,906
Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm
FORAGAINSTABSTAIN
94,704,606189,09137,889

Item 8.01Other Events.
On June 3, 2026, the Board approved an amendment (the “Amendment”) to the Company’s previously announced 2026 repurchase program (the “2026 Repurchase Program”), pursuant to which the Board had authorized the repurchase of up to an additional $1.25 billion of the Company’s Class A common stock, Class C capital stock or a combination thereof.
Pursuant to the Amendment, effective June 3, 2026, no repurchase of shares under the 2026 Repurchase Program is permitted if, after giving effect to such repurchase, any single shareholder would beneficially own more than 45% of the then-outstanding voting power of the Company’s voting securities. As of the date of this Current Report on Form 8-K, after taking into account all repurchases that have occurred under the 2026 Repurchase Program, no shareholder beneficially owns more than 45% of the current total voting power of the Company’s outstanding voting securities. All other terms and conditions of the 2026 Repurchase Program remain unchanged and in full force and effect.



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.
 
Dated: June 3, 2026 ZILLOW GROUP, INC.
 By:
/s/ JENNIFER ROCK
 Name:Jennifer Rock
 Title:Chief Accounting Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Zillow Group (Z) shareholders decide at the 2026 Annual Meeting?

Shareholders elected Amy C. Bohutinsky, Jay C. Hoag, and Gregory B. Maffei as Class III directors to serve until the 2029 annual meeting and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

How did Zillow Group (Z) shareholders vote on the 2026 director elections?

Amy C. Bohutinsky received 83,874,848 votes for and 6,139,816 against. Jay C. Hoag received 85,268,255 for and 4,744,734 against. Gregory B. Maffei received 85,037,150 for and 4,976,196 against, with additional abstentions and broker non-votes reported for each nominee.

What were the voting results on Zillow Group (Z) auditor ratification?

Shareholders voted to ratify Deloitte & Touche LLP as independent registered public accounting firm with 94,704,606 votes for, 189,091 votes against, and 37,889 abstentions, covering the company’s audit for the fiscal year ending December 31, 2026, as confirmed by the inspector of election.

What is Zillow Group’s 2026 repurchase program and its authorized amount?

The 2026 repurchase program authorizes the company to repurchase up to an additional $1.25 billion of Class A common stock, Class C capital stock, or a combination of both, under terms and conditions set by the Board of Directors and as amended effective June 3, 2026.

What new ownership limit did Zillow Group (Z) add to its 2026 repurchase program?

Effective June 3, 2026, no repurchase under the 2026 program is allowed if, after giving effect to the repurchase, any single shareholder would beneficially own more than 45% of the then-outstanding voting power of Zillow Group’s voting securities, according to the Board-approved amendment.

Does any Zillow Group (Z) shareholder currently exceed the 45% voting power threshold?

As of the date of the report, after considering all repurchases completed under the 2026 program, no shareholder beneficially owns more than 45% of the current total voting power of Zillow Group’s outstanding voting securities, consistent with the new condition added to the repurchase program.

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