Filing Overview
ZoomInfo Technologies Inc. filed a Form 8-K reporting matters approved at its May 17, 2022 annual meeting of stockholders. The filing was signed on May 19, 2022. It does not report quarterly or annual operating results.
Business Context and Reporting Period
The filing concerns corporate-governance and organizational matters, including amendments to ZoomInfo’s certificate of incorporation and subsidiary governance documents. The company’s Class A common stock traded under the symbol ZI on Nasdaq.
Financial and Operating Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating-performance metrics.
Material Changes and Meeting Results
- Certificate of incorporation: Stockholders approved amendments to remove provisions relating to the former Class B and Class C common stock and rename the Class A common stock as “Common Stock.” The Second Amended and Restated Certificate of Incorporation was filed on May 17, 2022 and became effective at 12:01 a.m. New York City time on May 23, 2022.
- Subsidiary governance: Stockholders approved removal of a pass-through voting provision from a ZoomInfo subsidiary’s certificate of incorporation.
- Director election: Mark Mader was elected as a Class II director for a term expiring at the 2025 annual meeting.
- Auditor: Stockholders ratified KPMG LLP as ZoomInfo’s independent registered public accounting firm for 2022.
- Say-on-pay frequency: Stockholders voted in favor of annual, non-binding advisory votes on named executive officer compensation, beginning with the 2023 annual meeting.
Voting Results
| Proposal | For | Against or Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Mark Mader | 249,494,668 | 47,000,586 withheld | Not separately reported | 12,662,123 |
| Ratification of KPMG LLP | 307,444,531 | 1,707,168 | 5,678 | N/A |
| Annual say-on-pay frequency | 293,842,399 | 2,630,938 combined for two- and three-year options | 21,917 | 12,662,123 |
| Amendments concerning former share classes | 296,436,727 | 33,033 | 25,494 | 12,662,123 |
| Removal of subsidiary pass-through voting | 296,302,979 | 166,493 | 25,782 | 12,662,123 |
Guidance, Risks, and Unusual Items
The filing provides no management guidance, financial outlook, material risk update, contingency, litigation disclosure, or unusual financial item. The principal changes are organizational and governance-related and follow the cancellation of the former Class B shares and conversion of the former Class C shares into Class A common stock.
Key Facts for Investors to Verify
- Confirm the effective date and full text of the Second Amended and Restated Certificate of Incorporation.
- Review the proxy-statement discussion of the reorganization-related amendments and the subsidiary pass-through voting provision.
- Verify the implementation of annual say-on-pay votes beginning at the 2023 annual meeting.
- Refer to ZoomInfo’s periodic filings for financial results, debt, liquidity, cash flow, guidance, and risk disclosures, which are not included in this 8-K.