Form 8-K - Current report

0001057352false00010573522024-06-062024-06-06

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

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.)

1331 L Street NW,

Washington,

DC

20005

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: [phone]

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.     

☐

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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

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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

Document and Entity Information Document	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 06, 2024
Entity Registrant Name	COSTAR GROUP, INC.
Entity Central Index Key	0001057352
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-24531
Entity Tax Identification Number	52-2091509
Entity Address, Address Line One	1331 L Street NW,
Entity Address, City or Town	Washington,
Entity Address, State or Province	DC
Entity Address, Postal Zip Code	20005
City Area Code	202
Local Phone Number	346-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	CSGP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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