Business Context and Reporting Period
This Form 8-K filing by Zeta Global Holdings Corp. (ZETA) reports a corporate governance event dated June 29, 2021. The filing details the election of a new director to the Board of Directors and the associated compensatory arrangements.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to director compensation:
- Annual Cash Retainer: $100,000 for the new director.
- Annual Restricted Stock Award Value: $150,000 (calculated based on fair market value on the grant date).
Material Changes
The Board of Directors increased its size from five to six members following the election of Jené Elzie as a Class I director. No other material changes to the company's operations or financial structure are reported in this document.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or management commentary regarding business performance. It notes that the new director was not appointed to any Board committees at the time of election. The compensation terms are subject to potential modification if the Company adopts a new director compensation program applicable to other non-employee members of the Board.
Key Facts for Investor Verification
- Verify the total number of directors on the Board is now six.
- Confirm the vesting schedule for the restricted stock award: 25% on the first anniversary of the grant date, with subsequent 25% tranches vesting on October 1, January 1, and April 1, resulting in full vesting 21 months from the grant date.
- Note that the annual restricted stock award for 2021 is scheduled to be granted on July 1, 2021.
- Review the attached Letter Agreement (Exhibit 10.1) for complete terms and conditions of service.