COSTAR GROUP INC (CSGP)
Sector: Real Estate
2026 Annual Meeting Analysis
COSTAR GROUP INC · Meeting: June 23, 2026
Directors FOR
3
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Eight Director Nominees
Against Analysis
As founder and CEO since 1987, Florance is subject to the TSR trigger as an executive director; CSGP's 3-year return is -51.9% versus the disclosed compensation peer group median of +3.9%, a gap of -55.8 percentage points that far exceeds the 20-percentage-point threshold for companies with negative absolute TSR, and the 5-year return of -59.7% versus the peer group's 5-year median of -21.6% (a gap of -38.1pp, exceeding the 20pp threshold) means the 5-year mitigant does not apply, confirming a sustained underperformance pattern.
Sams has served since 2019, meaning her tenure fully overlaps the 3-year underperformance period; the 3-year TSR gap of -55.8pp versus peers triggers a No vote, and the 5-year gap of -38.1pp exceeds the 20pp threshold, so the 5-year mitigant does not apply.
Brunner joined in 2023, placing her tenure at more than 24 months but less than 3 full years; she has served through more than half of the 3-year underperformance period, the 3-year TSR gap of -55.8pp far exceeds the 20pp threshold for companies with negative absolute TSR, and the 5-year mitigant does not apply because the 5-year gap of -38.1pp also exceeds the threshold, warranting a No vote.
Hill has served since 2012, meaning his tenure fully overlaps the underperformance period; the 3-year TSR gap of -55.8pp versus peers far exceeds the 20pp threshold, and the 5-year gap of -38.1pp exceeds the threshold as well, so the 5-year mitigant does not apply.
Musslewhite has served since 2019, meaning his tenure fully overlaps the 3-year underperformance period; the 3-year TSR gap of -55.8pp versus peers far exceeds the 20pp threshold, and the 5-year gap of -38.1pp also exceeds the threshold, so the 5-year mitigant does not apply.
For Analysis
Berisford joined the board in April 2025, which is within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger regardless of the company's stock performance record.
Glaser joined the board in April 2025, which is within the 24-month new-director exemption window, so she is exempt from the TSR underperformance trigger.
McCarthy joined the board in April 2025, which is within the 24-month new-director exemption window, so she is exempt from the TSR underperformance trigger.
CSGP's stock has lost roughly half its value over both 3 and 5 years while its disclosed compensation peers delivered positive median returns, triggering the TSR underperformance rule for all directors whose tenure meaningfully overlaps the period. Three directors who joined in April 2025 (Berisford, Glaser, McCarthy) fall within the 24-month new-director exemption and receive a FOR. The remaining five directors — Florance, Sams, Brunner, Hill, and Musslewhite — receive an AGAINST because their tenures cover a substantial portion of the underperformance period and neither the 3-year nor the 5-year mitigant clears the applicable thresholds.
Say on Pay
✗ AGAINSTCEO
Andrew C. Florance
Total Comp
$36,431,936
Prior Support
53%%
The 2025 say-on-pay vote received only about 53% support — well below the 70% threshold that requires visible corrective action — and while the company engaged extensively with shareholders and announced meaningful program changes for 2026, those changes apply to future compensation and do not alter what was actually paid in 2025, which is what this vote covers. CEO Andrew Florance received total compensation of approximately $36.4 million in a year when the stock fell more than 50%, losing roughly 55.8 percentage points more than the company's own peer group over three years, meaning above-benchmark incentive pay was not earned through shareholder-aligned performance outcomes. The combination of a failed prior-year vote without changes to the 2025 program itself, highly elevated CEO pay against a backdrop of severe multi-year TSR underperformance versus peers, and an incentive structure that in 2025 still relied heavily on one-year performance-based restricted stock and stock options with asymmetric payout slopes (acknowledged flaws that prompted the 2026 redesign) supports a No vote on the 2025 compensation.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
32 yrs
Audit Fees
$3,260,424
Non-Audit Fees
$0
Ernst & Young has audited CoStar and its predecessors since 1994, a relationship of approximately 32 years that exceeds the 25-year tenure threshold in the voting policy; while non-audit fees are zero (no independence concern on fees), the proxy does not provide a specific and compelling rationale for retaining EY beyond general references to institutional knowledge and partner rotation, which is standard practice rather than a differentiating justification, so the tenure trigger fires and a No vote is warranted.
Overall Assessment
The 2026 CoStar Group annual meeting presents a contested compensation and governance picture: severe multi-year stock underperformance versus the company's own peer group triggers AGAINST votes for five of eight director nominees (the three newest directors are exempt) and for the say-on-pay proposal, which covers a $36 million CEO pay package in a year the stock dropped more than 50%; auditor Ernst & Young also receives an AGAINST due to a 32-year tenure that exceeds the policy threshold. The company has taken genuine steps to improve governance — board refreshment, a redesigned 2026 compensation program with stronger performance metrics, and meaningful shareholder engagement — but those improvements apply prospectively and do not override the policy triggers based on 2025 outcomes.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing