Business Context and Reporting Period
This Form 8-K Current Report was filed by ZipRecruiter, Inc. on February 9, 2026, covering events that occurred on February 5, 2026. The filing addresses changes to the Company's Board of Directors, specifically the resignation of a director and the appointment of a replacement.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and director compensation arrangements.
Material Changes
- Director Resignation: Yvonne Hao resigned from the Board of Directors, the Audit Committee, and the Compensation Committee effective February 5, 2026. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Director Appointment: Jennifer Saenz was appointed to fill the vacancy left by Ms. Hao. She is designated as an independent director and will serve as a Class I director until the 2028 annual meeting.
- Committee Assignments: Ms. Saenz was appointed to the Compensation Committee and the Nominating and Corporate Governance Committee. Brie Carere was appointed to the Audit Committee to replace Ms. Hao.
Guidance, Outlook, and Compensation Details
The filing contains no financial guidance, outlook, or management commentary on business risks. However, it details the compensatory arrangements for the new director, Jennifer Saenz:
- Annual Retainers: $50,000 for Board service, $7,500 for the Compensation Committee, and $5,000 for the Governance Committee (pro-rated for the remainder of the year).
- Equity Awards: An initial grant of Restricted Stock Units (RSUs) valued at $200,000, vesting annually over three years. Additionally, a pro-rated annual RSU award valued at $66,667, vesting by the earlier of the 2026 annual meeting or February 5, 2027.
- Acceleration: Equity awards will accelerate in full upon the consummation of a Corporate Transaction.
Investor Verification Checklist
- Verify the independence status of Jennifer Saenz under NYSE listing standards.
- Review the Company's Non-Employee Director Compensation Policy to confirm the standard terms for future director appointments.
- Monitor the upcoming 2026 Annual Report on Form 10-K for the filing of Ms. Saenz's indemnification agreement.
- Confirm the composition of the Audit Committee following the appointment of Brie Carere to ensure compliance with audit committee independence requirements.