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ZipRecruiter (ZIP) investors approve directors, auditor and 2025 executive pay

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

Rhea-AI Filing Summary

ZipRecruiter, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected Brie Carere and Mike Gupta as Class II directors for three-year terms expiring at the 2029 Annual Meeting.

Carere received 286,461,830 votes for and 17,157,831 withheld, while Gupta received 302,125,014 votes for and 1,494,647 withheld, with 13,956,530 broker non-votes for each. Stockholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 316,283,008 votes for, 1,282,883 against, and 10,300 abstentions.

In addition, stockholders approved, on an advisory non-binding basis, the compensation of the named executive officers for 2025, with 297,451,568 votes for, 6,120,626 against, 47,467 abstentions, and 13,956,530 broker non-votes.

Positive

  • None.

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.
Votes for Brie Carere 286,461,830 votes Election as Class II director at 2026 Annual Meeting
Votes for Mike Gupta 302,125,014 votes Election as Class II director at 2026 Annual Meeting
Auditor ratification for votes 316,283,008 votes Ratification of PwC as 2026 independent registered public accounting firm
Auditor ratification against votes 1,282,883 votes Ratification of PwC for year ending December 31, 2026
Say-on-pay for votes 297,451,568 votes Advisory approval of 2025 named executive officer compensation
Say-on-pay against votes 6,120,626 votes Advisory vote on executive compensation for fiscal 2025
Broker non-votes on director elections 13,956,530 votes For each Class II director election at 2026 Annual Meeting
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers 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.
advisory, non-binding basis financial
"approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers"
named executive officers financial
"the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
broker non-votes financial
"The results of the vote were as follows ... Broker Non-Votes"
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.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
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Understanding 8-K Material Events →
0001617553FALSE00016175532026-06-092026-06-09

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 9, 2026
ZipRecruiter, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-40406 27-2976158
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
3000 Ocean Park Blvd., Suite 3000,    Santa Monica, California 90405
(Address of principal executive offices) (Zip Code)
(877) 252-1062
(Registrant’s telephone number, including area code)
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 (see General Instructions A.2. below):
☐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, $0.00001 par value per shareZIPNew 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 9, 2026, ZipRecruiter, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter. For more information about these proposals, please refer to the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2026.

Proposal One: Election of Directors

The Company’s stockholders elected Brie Carere and Mike Gupta as members of the Company’s board of directors as Class II directors for a three-year term expiring at the 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified. The results of the vote were as follows:

NomineeForWithheldBroker Non-Votes
Brie Carere286,461,83017,157,83113,956,530
Mike Gupta302,125,0141,494,64713,956,530

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of the vote were as follows:

ForAgainstAbstainBroker Non-Votes
316,283,0081,282,88310,3000

Proposal Three: Advisory Vote on the Approval 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 for the fiscal year ended December 31, 2025, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC. The results of the vote were as follows:

ForAgainstAbstainBroker Non-Votes
297,451,5686,120,62647,46713,956,530




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ZIPRECRUITER, INC.
Date: June 12, 2026By:/s/ David Travers
David Travers
President and interim Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did ZipRecruiter (ZIP) decide at the 2026 Annual Meeting?

ZipRecruiter stockholders elected two Class II directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved executive compensation on an advisory basis. These votes confirm the board slate, external auditor choice, and support for the current pay program for named executive officers.

Which directors were elected at ZipRecruiter’s 2026 Annual Meeting?

Stockholders elected Brie Carere and Mike Gupta as Class II directors for three-year terms expiring at the 2029 Annual Meeting. Both nominees received strong majority support, with Carere and Gupta each also showing substantial broker non-vote counts typical for non-routine proposals.

How did ZipRecruiter (ZIP) stockholders vote on the auditor ratification?

Stockholders ratified PricewaterhouseCoopers LLP as ZipRecruiter’s independent registered public accounting firm for the year ending December 31, 2026, with 316,283,008 votes for, 1,282,883 against, and 10,300 abstentions. There were no broker non-votes on this routine proposal.

What were the results of ZipRecruiter’s say-on-pay vote in 2026?

ZipRecruiter stockholders approved, on an advisory non-binding basis, the compensation of the company’s named executive officers for 2025. The vote totaled 297,451,568 for, 6,120,626 against, 47,467 abstain, and 13,956,530 broker non-votes, indicating clear support for the disclosed pay program.

When was ZipRecruiter’s 2026 Annual Meeting of Stockholders held?

The 2026 Annual Meeting of ZipRecruiter stockholders was held on June 9, 2026. At this meeting, investors voted on the election of two Class II directors, ratification of the independent auditor, and an advisory resolution on executive compensation for the 2025 fiscal year.

Where is ZipRecruiter’s principal executive office located?

ZipRecruiter’s principal executive offices are located at 3000 Ocean Park Blvd., Suite 3000, Santa Monica, California 90405. This address is the company’s main corporate location and is disclosed alongside its contact telephone number, (877) 252-1062.

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