Business Context and Reporting Period
This Form 8-K Current Report was filed by Zeta Global Holdings Corp. on June 15, 2022. The filing primarily addresses corporate governance changes, specifically the election of a new director to the Board of Directors.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial figures disclosed relate to director compensation arrangements.
Material Changes
- Board Composition: The Board of Directors increased its size from six to seven members.
- Director Election: Jeanine Silberblatt was elected as a Class II director on June 15, 2022.
- Committee Assignments: No committee appointments were made for the new director at the time of election.
Compensation and Governance Details
Under the non-employee director compensation program, Ms. Silberblatt is entitled to:
- Cash Retainer: $100,000 annually, payable in four equal quarterly installments in arrears, prorated for partial years.
- Restricted Stock Award: An annual award valued at $150,000, calculated by dividing this amount by the fair market value of Class A common stock on the grant date.
- Grant Timing: Awards are granted on July 1 following the election date (first grant July 1, 2022).
- Vesting Schedule: 25% vests on the first anniversary of the grant date, with subsequent 25% tranches vesting on October 1, January 1, and April 1 thereafter, resulting in full vesting 21 months from the grant date.
Investor Verification Checklist
- Verify the impact of the increased Board size on future governance decisions.
- Confirm the fair market value of Class A common stock on July 1, 2022, to calculate the exact number of restricted shares granted.
- Monitor future filings for any committee assignments given to Ms. Silberblatt.
- Note that this filing contains no operational or financial performance updates; refer to the most recent 10-Q or 10-K for financial data.