ZILLOW GROUP INC CLASS C (Z)
Sector: Real Estate
2026 Annual Meeting Analysis
ZILLOW GROUP INC CLASS C · Meeting: June 2, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class III Directors (Amy C. Bohutinsky, Jay C. Hoag, and Gregory B. Maffei)
Against Analysis
Ms. Bohutinsky has served since 2018, giving her full tenure overlap with the 3-year underperformance period; Zillow's 3-year return of -2.9% trails the company-disclosed peer group median of +26.4% by 29.3 percentage points, exceeding the 20-point trigger threshold for negative absolute TSR, and the 5-year gap of -74.2pp versus peer median of +6.5% confirms this is not a transient dip, so the 5-year mitigant does not apply.
Mr. Hoag has served since 2005, giving him full tenure overlap; the same 29.3-percentage-point 3-year peer underperformance triggers a vote against, and the 5-year gap of -74.2pp confirms sustained underperformance that the mitigant does not cure; additionally, Mr. Hoag currently sits on the Zillow board plus Netflix and Peloton (three public boards total), which is within the four-board overboarding limit but noted as a commitment consideration.
Mr. Maffei has served since 2005, giving him full tenure overlap; the 29.3-percentage-point 3-year peer underperformance gap (vs. the 20-point trigger for negative absolute TSR) triggers a vote against, and the 5-year TSR gap of -74.2pp versus peer median confirms this is sustained underperformance rather than a temporary trough, so the 5-year mitigant does not apply.
For Analysis
All three Class III director nominees are voted AGAINST due to sustained stock price underperformance: Zillow's 3-year return of -2.9% lags the company's own disclosed peer group median of +26.4% by 29.3 percentage points, well above the 20-point trigger threshold applicable when absolute 3-year returns are negative. The 5-year gap of -74.2 percentage points versus peers confirms this is not a short-term trough, so no mitigant applies. All three directors have served since at least 2018 and have full tenure overlap with the underperformance period.
Say on Pay
✓ FORCEO
Jeremy Wacksman
Total Comp
$7,138,557
Prior Support
78%%
CEO Jeremy Wacksman's total reported compensation of $7,138,557 for 2025 is a meaningful reduction from $15,663,427 in 2024 and appears reasonable for a CEO at a roughly $10 billion technology/real estate marketplace company; the prior say-on-pay vote received 78% support in 2024, comfortably above the 70% threshold that would require demonstrated changes, and the company has engaged with shareholders on compensation matters. The pay program is heavily equity-weighted with no formal cash bonus plan, which is a positive structural feature that ties executive outcomes to long-term stock performance, and the company discloses a Dodd-Frank-compliant clawback policy; while Zillow's stock has significantly underperformed peers, the level of incentive compensation itself was not above benchmark in a way that fails the pay-for-performance alignment check given the reduced grant size relative to prior years.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,664,600
Non-Audit Fees
$68,439
Non-audit fees (tax fees of $62,166 plus other fees of $6,273, totaling $68,439) represent only about 1.9% of audit fees of $3,664,600, far below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of Zillow's size; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire; and no material financial restatements are noted.
Overall Assessment
The 2026 Zillow Group annual meeting presents two proposals: director elections and auditor ratification (no say-on-pay vote is on the ballot this year, as Zillow holds this vote every three years and last held it in 2024). All three Class III director nominees — Bohutinsky, Hoag, and Maffei — receive AGAINST votes due to Zillow's sustained and significant stock underperformance relative to its own disclosed peer group (trailing by 29.3 percentage points over three years and 74.2 percentage points over five years), while Deloitte's ratification receives a FOR vote given minimal non-audit fees and no other red flags.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing