UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 20, 2015
ZILLOW GROUP, INC.
(Exact name of registrant as specified in its charter)
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Washington |
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001-36853 |
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47-1645716 |
(State or other jurisdiction
of incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
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1301 Second Avenue, Floor 31, Seattle, Washington |
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98101 |
(Address of principal executive offices) |
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(Zip Code) |
(206) 470-7000
https://twitter.com/zillowgroup
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 20, 2015, Zillow Group, Inc. (Zillow
Group or the Company) entered into a transfer restriction agreement and amendment to non-competition agreement with each of Richard Barton, the Companys Executive Chairman, and Lloyd Frink, the Companys Vice Chairman,
and certain of their affiliates (collectively, the Transfer Restriction Agreements).
The Transfer Restriction Agreements were entered into in
connection with the declaration by Zillow Groups board of directors of the issuance of shares of non-voting Class C capital stock by means of a dividend to holders of its Class A common stock and Class B common stock, described further in
Item 8.01 below (the Class C Dividend). The agreements impose a number of restrictions of Messrs. Barton and Frink and certain of their affiliates designed to encourage their continued alignment with the long-term interests of the
Companys shareholders.
Transfer Restrictions. Pursuant to the Transfer Restriction Agreements, beginning on the date on which
Mr. Barton or Mr. Frink, as applicable, no longer serves on the Companys board of directors (each such date, Mr. Bartons or Mr. Frinks Trigger Date, respectively), Mr. Barton or Mr. Frink
and certain of their respective affiliates that are or become party to the agreements (generally, trusts and other estate planning vehicles through which Messrs. Barton or Frink hold all or a portion of their shares of Class B common stock) must
transfer or convert to Class A common stock at least one share of Class B common stock for each two shares of Class C capital stock transferred. The required ratio of shares of Class B common stock to shares of Class C capital stock owned by
Messrs. Barton and Fink is subject to adjustment in connection with certain dividends, stock splits, distributions or recapitalizations. These provisions are intended to limit, after the applicable Trigger Date, the ability of Messrs. Barton and
Frink to sell or otherwise transfer the non-voting Class C capital stock issued to them in the Class C Dividend in respect of their shares of Class B common stock in a manner that does not proportionately reduce their ownership of the Class B common
stock. All of the outstanding shares of Class B common stock, which has 10 votes per share, are held or controlled by Messrs. Barton and Frink.
Equal Status. The Transfer Restriction Agreements also include an equal status provision, which provides that neither Mr. Barton nor
Mr. Frink, nor their affiliates that are party to the Transfer Restriction Agreements, may sell any of their shares of the Companys capital stock in connection with a change of control transaction, including a tender or exchange offer,
for (a) with respect to their shares of Class A common stock, an amount per share greater than, or a form of consideration different from, the holders of shares of Class A common stock receive in the transaction; (b) with respect
to their shares of Class B common stock, an amount per share greater than, or a form of consideration different from, the holders of shares of Class A common stock receive in the transaction, unless different treatment of the shares of
Class A common stock and Class B common stock is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and the holders of a majority of the Class B common stock, each voting
separately as a separate group; or (c) with respect to their shares of Class C capital stock, an amount per share greater than, or a form of consideration different from, the holders of shares of Class C capital stock receive in the
transaction.
Extension of Noncompetition Agreements. The Transfer Restriction Agreements amend the terms of the existing confidential
information, inventions, nonsolicitation and noncompetition agreement entered into with each of Messrs. Barton and Frink to, among other amendments, extend the term of the nonsolicitation and noncompetition provisions to a period of three years
after the date on which Mr. Barton or Mr. Frink, as applicable, is no longer serving as an officer or director of the Company or any of its subsidiaries.
The Transfer Restriction Agreements or any of their provisions may be amended, waived or terminated only by a written agreement signed by each of the parties
to the applicable agreement that has been approved by a majority of the independent directors on the Companys board of directors (excluding, in any event, Mr. Barton and Mr. Frink).
The foregoing descriptions of the Transfer Restriction Agreements are qualified in their entirety by the terms of such agreements, which are filed as Exhibit
10.1 and Exhibit 10.2 to this Current Report on Form 8-K, and incorporated herein by reference.
On July 21, 2015, the Company issued a press release announcing the Class C
Dividend, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Holders of Class A common stock and Class B common stock as of the close of business on July 31, 2015, the
record date for the dividend, will receive on August 14, 2015 a dividend of two shares of Class C capital stock for each share of Class A and Class B common stock held by them as of the record date.
In connection with the Class C Dividend, equity awards to purchase or acquire shares of Class A common stock that are outstanding as of the record date
will be proportionately adjusted to relate to one share of Class A common stock and two shares of Class C capital stock for each share of Class A common stock subject to the awards as of the record date. The exercise prices of outstanding
stock options and stock appreciation rights also will be proportionately allocated between Class A common stock and Class C capital stock, and such options and stock appreciation rights will be independently exercisable for shares of
Class A common stock and Class C capital stock. Equity awards otherwise will retain the same terms and conditions, including any applicable vesting schedule and term, that applied as of the record date.
In connection with the issuance of shares of Class C capital stock in the Class C Dividend, an adjustment is required to be made to the conversion rate (the
Conversion Rate) for the 2.75% Convertible Senior Notes due 2020 (the Notes) issued by Trulia, Inc., a wholly-owned subsidiary of the Company (Trulia), and guaranteed by the Company, pursuant to the terms of the
Indenture, dated December 17, 2013, between Trulia and Wells Fargo Bank, National Association, as trustee, governing the Notes, as supplemented by the Supplemental Indenture dated as of February 17, 2015, among Trulia, the Company and
Wells Fargo Bank, National Association, as trustee (as supplemented, the Indenture). The Notes are convertible into shares of Class A common stock of the Company in accordance with the terms of the Indenture. Unless otherwise
determined by the Companys board of directors prior to the ex-dividend date for the Class C Dividend, which is expected to be August 17, 2015, the Conversion Rate will be adjusted in accordance with Section 14.04(c) of the Indenture
based on the trading prices of the Class A common stock and the when-issued trading prices of the Class C capital stock during the last ten trading days prior to and including the trading day immediately preceding the ex-dividend date.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
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Description |
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10.1 |
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Transfer Restriction Agreement and Amendment to Noncompetition Agreement, dated July 20, 2015, among Zillow Group, Inc., Zillow, Inc., Richard Barton and the other holders signatory thereto. |
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10.2 |
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Transfer Restriction Agreement and Amendment to Noncompetition Agreement, dated July 20, 2015, among Zillow Group, Inc., Zillow, Inc., Lloyd Frink and the other holders signatory thereto. |
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99.1 |
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Press release dated July 21, 2015 entitled Zillow Group Announces Stock Dividend, Creation of Class C Shares issued by Zillow Group, Inc. on July 21, 2015. |
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding Zillow Groups planned dividend of shares of Class C capital stock. Statements containing words such as may,
believe, anticipate, expect, intend, plan, project, will, projections, estimate, or similar expressions constitute forward-looking
statements. Such forward-looking statements are subject to significant risks and uncertainties and actual results may differ materially from the results anticipated in the forward-looking
statements. Factors that may contribute to such differences include, but are not limited to, the timing of the Class C Dividend and the calculation of the adjustment to the Conversion Rate for the Notes. The foregoing list of risks and uncertainties
is illustrative, but is not exhaustive. Additional factors that could cause results to differ materially from those anticipated in forward-looking statements can be found under the caption Risk Factors in the Companys Quarterly on
Form 10-Q for the quarterly period ended March 31, 2015, under the caption Risk Factors and in the Companys other filings with the SEC. Except as may be required by law, the Company does not intend, nor undertake any duty, to
update this information to reflect future events or circumstances.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Dated: July 21, 2015 |
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ZILLOW GROUP, INC. |
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By: |
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/s/ Chad M. Cohen |
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Name: |
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Chad M. Cohen |
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Title: |
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Chief Financial Officer |
EXHIBIT INDEX
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Exhibit
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Description |
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10.1 |
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Transfer Restriction Agreement and Amendment to Noncompetition Agreement, dated July 20, 2015, among Zillow Group, Inc., Zillow, Inc., Richard Barton and the other holders signatory thereto. |
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10.2 |
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Transfer Restriction Agreement and Amendment to Noncompetition Agreement, dated July 20, 2015, among Zillow Group, Inc., Zillow, Inc., Lloyd Frink and the other holders signatory thereto. |
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99.1 |
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Press release dated July 21, 2015 entitled Zillow Group Announces Stock Dividend, Creation of Class C Shares issued by Zillow Group, Inc. on July 21, 2015. |
Exhibit 10.1
TRANSFER RESTRICTION AGREEMENT AND AMENDMENT TO
NONCOMPETITION AGREEMENT
This Transfer
Restriction Agreement (this Agreement) is made as of July 20, 2015, among Zillow Group, Inc., a Washington corporation (the Company or Zillow), Zillow, Inc., a Washington corporation
and wholly owned subsidiary of the Company (Zillow, Inc.), Richard N. Barton and the other Holders signatory hereto, whether as of the date hereof or after the date hereof. Capitalized terms used but not otherwise defined have the
meaning set forth in Section 1.
RECITALS
WHEREAS, the Companys Amended and Restated Articles of Incorporation (the Articles of Incorporation) authorize the Company to issue
shares of a class of capital stock, par value $0.0001 per share, designated as Class C Capital Stock (the Non-Voting Capital Stock);
WHEREAS, the Companys Board of Directors (the Board) intends to declare a dividend of two newly issued shares of Non-Voting Capital
Stock (the Non-Voting Capital Stock Dividend) on each share of the Companys Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), and each share of the Companys Class B
Common Stock, par value $0.0001 per share (the Class B Common Stock); provided, however, that the Board has determined that a condition to its declaring the Non-Voting Capital Stock Dividend is that the Holders shall have entered
into this Agreement;
WHEREAS, Richard N. Barton is a signatory to that certain Confidential Information, Inventions, Nonsolicitation and Noncompetition
Agreement, executed by Richard N. Barton on October 19, 2005, and accepted by Zillow, Inc., a subsidiary of the Company (the Noncompetition Agreement), a true and correct copy of which is attached hereto as
Exhibit A.
WHEREAS, in order to facilitate implementation of the Non-Voting Capital Stock Dividend, the Holders and the Company desire to
agree to certain matters with respect to the ownership and transfer of shares of Class A Common Stock, Class B Common Stock and Non-Voting Capital Stock by the Holders, including a requirement that, commencing on the date that Richard N. Barton
ceases to serve as a member of the Board, the Holder Group (as defined herein) must sell or convert one share of Class B Common Stock for every two shares of Non-Voting Capital Stock sold by the Holder Group; and
WHEREAS, in order to facilitate implementation of the Non-Voting Capital Stock Dividend, Richard N. Barton and Zillow, Inc. desire to agree to certain
amendments to the terms of the Noncompetition Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, agreements and covenants set forth herein, and for other good and valuable
consideration the receipt and adequacy of which the Parties acknowledge, the Parties hereby agree as follows:
1. Certain Definitions. As used in
this Agreement, the following terms have the following respective meanings:
Class B Share Difference shall mean, at any time, the difference (which may be positive or
negative) of (i) the total number of shares of Class B Common Stock owned, beneficially and of record, by the Holder Group as of the Trigger Date minus (ii) the total number of shares of Class B Common Stock owned, beneficially and
of record, by the Holder Group as of the applicable date of determination.
Covered Holders shall mean, collectively, (i) Richard
N. Barton, a natural living person, and all other members of his Holder Group and (ii) Lloyd D. Frink, a natural living person, and all other members of his Holder Group as defined in that certain Transfer Restriction Agreement,
dated as of the date hereof, among the Company, Lloyd D. Frink, and each of the other parties thereto.
Holder shall mean each of
Richard N. Barton and each of his Permitted Entities.
Holder Group shall mean, at any time, Richard N. Barton, together with his
Permitted Entities.
Independent Director means a member of the Board designated by the Nominating and Governance Committee of the
Board as an independent director.
Number of Non-Voting Shares shall mean, at any time, the total number of shares of Non-Voting
Capital Stock owned, beneficially and of record, by the Holder Group.
Non-Voting Share Difference shall mean, at any time, the
difference (which may be positive or negative) of (i) the Number of Non-Voting Shares as of the Trigger Date minus (ii) the Number of Non-Voting Shares as of the applicable date of determination.
Parties shall mean the Company, Zillow, Inc. and the Holders.
Permitted Entity shall mean, with respect to Richard N. Barton, any entity, account, plan or trust specified in Section 2.3(e)(ii)(B)
of Article 2 of the Articles of Incorporation established by or for Richard N. Barton and to whom Richard N. Barton has Transferred shares of Class B Common Stock or Sold shares of Non-Voting Capital Stock, so long as (i) such entity, account,
plan or trust meets the requirements set forth in Section 2.3(e)(ii)(B) of Article 2 of the Articles of Incorporation applicable to such entity, account, plan or trust (and, if such entity, account, plan or trust holds shares of Non-Voting
Capital Stock, such entity, account, plan or trust meets the requirements forth in Section 2.3(e)(ii)(B) of Article 2 of the Articles of Incorporation with respect to all shares of Non-Voting Capital Stock held by it as if such shares of
Non-Voting Capital Stock were Class B Common Stock thereunder, mutatis mutandis) and (ii) such entity, account, plan or trust has agreed to be bound by the terms of this Agreement and has executed and delivered a copy of this Agreement
to the Company.
person shall mean any individual, general or limited partnership, firm, corporation, limited liability company,
association, trust, unincorporated organization or other entity.
Sell, Sold or Sale with
respect to a share of Non-Voting Capital Stock shall mean (i) any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value
and whether voluntary or involuntary or by operation of law, including a transfer of such share to a broker or
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other nominee (regardless of whether or not there is a corresponding change in record or beneficial ownership), provided that any such transfer to a broker or other nominee that is
determined by the Secretary of the Company to have been unintended by the transferor shall not be considered a Sale if no shareholder vote has occurred since such unintended transfer to the broker or nominee and such transfer to the
broker or nominee is rescinded, revoked or reversed within 15 days after the transferor first becomes aware of such unintentional transfer, or (ii) the entry into any contract, agreement or other binding arrangement with respect to any of the
actions in the foregoing clause (i) regarding such share; provided, however, that the following shall not be considered a Sale within the meaning of this Section: (x) the granting of a proxy to officers or
directors of the Company at the request of the Board of Directors of the Company in connection with actions to be taken at an annual or special meeting of shareholders by the holders of the Non-Voting Capital Stock or (y) the fact that the
spouse of Richard N. Barton possesses or obtains a community property interest in such Holders shares of Non-Voting Capital Stock arising solely by reason of the application of the community property laws of any jurisdiction, so long as no
other event or circumstance shall exist or have occurred that constitutes a Sale of such Non-Voting Capital Stock.
Trigger
Date shall mean the date on which Richard N. Barton shall cease to serve as a member of the Board as a director.
Transfer
shall have the meaning set forth in the Articles of Incorporation.
2. Sales of Non-Voting Capital Stock.
(a) From and after the Trigger Date, a Holder shall not Sell any shares of Non-Voting Capital Stock if, immediately following such Sale, the Class B Share
Difference would be less than one half (1/2) of the Non-Voting Share Difference (after taking into account the conversion of shares of Class B Common Stock owned beneficially and of record by the Holder Group that are converted into shares of
Class A Common Stock at the time of such Sale, if any, whether as a result of a simultaneous Transfer of such Class B Common Stock or otherwise); provided that this required ratio of the Class B Share Difference to the Non-Voting Share
Difference shall be subject to adjustment as provided in Section 5(c).
(b) From and after the Trigger Date, the Company shall not, and shall direct
its transfer agent not to, permit any Sale of shares of Non-Voting Capital Stock in violation of this Agreement. The shares of Non-Voting Capital Stock held by a Holder will be in uncertificated form, with stop transfer orders in place. The Company
shall cooperate reasonably with each Holder to lift such stop transfer orders with respect to any shares of Non-Voting Capital Stock that are Sold by any Holder in compliance with this Agreement.
(c) (i) If at any time after the Trigger Date the Class B Share Difference is less than one half (1/2) of the Non-Voting Share Difference (including
because a Holder ceases to be a member of a Holder Group) (with this required ratio of the Class B Share Difference to Non-Voting Share Difference subject to adjustment as provided in Section 5(c)), such Holder Group shall be deemed to have
irrevocably converted a number of whole shares of Class B Common Stock owned beneficially and of record by the Holder Group, automatically and without any further action, into an equal number of fully paid and nonassessable shares of
Class A Common Stock
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such that after the deemed conversion the Class B Share Difference, shall not be less than one half (1/2) of the Non-Voting Share Difference. Upon any such conversion of shares of Class B
Common Stock to Class A Common Stock, all rights of the holder of such shares of Class B Common Stock in respect of such shares shall cease and the person or persons in whose name or names the shares of Class A Common Stock are to be
issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock.
(ii) Each Holder
authorizes the Company and its transfer agent to take any and all actions that may be necessary to cause any such conversion to occur, whether or not such Holder has taken any action with respect thereto, including the Company providing appropriate
instruction on behalf of such Holder to its transfer agent. Each Holder agrees that the automatic conversion set forth in Section 2(c)(i) above shall apply (x) first, to shares of Class B Common Stock owned of record by the Holder that is
Selling the shares of Non-Voting Capital Stock and (y) in all other circumstances, including a Holder ceasing to be a member of a Holder Group or if the Holder no longer owns of record any shares of Class B Common Stock, to shares of Class B
Common Stock held of record by the other members of the Holder Group proportionately based on the number of shares of Class B Common Stock then held of record by each such member of the Holder Group.
(iii) Each Holder shall cooperate fully with the Company in connection with any such conversion, and shall take such actions as may be necessary or desirable
to cause the documentation and implementation of such conversion as promptly as practicable following the Company or any Holder becoming aware that the Class B Share Difference is less than one half (1/2) of the Non-Voting Share Difference.
(d) Notwithstanding any required ratio of the Class B Share Difference to the Non-Voting Share Difference to be in effect immediately or
at any time, in order to facilitate Sales of shares on The Nasdaq Global Select Market (or such other market administered by The NASDAQ OMX Group, Inc. on which shares of the Class A Common Stock may be listed)
(Nasdaq) over the course of a Nasdaq trading day, the Holder Group shall be permitted to temporarily hold a number of shares of Class B Common Stock in violation of such required ratio during the trading day, so long as the
required ratio is satisfied by the close of regular trading on such trading day and such trading day is not a record date for any shareholder vote.
3.
Transfers of Class B Common Stock and Non-Voting Capital Stock. A Holder shall not Transfer shares of Class B Common Stock to any transferee who is neither a party to this Agreement nor a party to a transfer restriction agreement with the
Company in the form of this Agreement. If any such transferee is not a party to such an agreement prior to such Transfer, then the Holder shall cause such person to become a party to this Agreement or another such transfer restriction agreement and
shall deliver to the Company a duly executed copy hereof or thereof prior to the consummation of such Transfer.
4. Sales or Transfers of Class A
Common Stock. Except as set forth in Section 6, this Agreement shall not limit or restrict any Holders ability to sell, assign, transfer, convey, hypothecate or otherwise transfer of dispose of any shares of Class A Common Stock.
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5. Certain Additional Agreements.
(a) Except in connection with a Sale permitted by this Agreement, all shares of Non-Voting Capital Stock and Class B Common Stock shall at all times be owned
beneficially and of record only by the Holder Group and not be held through any nominee or broker.
(b) For all purposes under this Agreement (other than
Section 6), a share of Non-Voting Capital Stock, as of a given date of determination, shall be deemed to include only (i) any securities issued by the Company in respect of a share of Class B Common Stock (other than shares of
Class B Common Stock or rights to acquire Class B Common Stock), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination, including in connection with the Non-Voting
Capital Stock Dividend, and (ii) any securities issued by the Company (other than shares of Class B Common Stock or rights to acquire Class B Common Stock) in respect of the shares and securities referenced in clauses (i) and this clause
(ii), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination.
(c) It is
the intention and agreement of the Parties that none of the securities received (i) with respect to a share of Class B Common Stock in connection with the Non-Voting Capital Stock Dividend, or (ii) in any future dividend, stock split,
distribution or recapitalization or otherwise with respect to a share of Class B Common Stock or with respect to the Non-Voting Capital Stock received in connection with such share of Class B Common Stock, shall be Sold unless the required ratio of
the Class B Share Difference to Non-Voting Share Difference is satisfied. If additional securities are so received, the required ratio of the Class B Share Difference to Non-Voting Share Difference for purposes of this Agreement (including Sections
2(a) and 2(c)) shall be equitably adjusted to account for such additional securities (e.g., if, after the Non-Voting Capital Stock Dividend and prior to the Trigger Date, one additional share of Non-Voting Capital Stock is distributed for each share
of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified to require the Class B Share Difference to not be less than one fifth (1/5) of the Non-Voting Share Difference, or, if after the Trigger Date one additional
share of Non-Voting Capital Stock is distributed for each share of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified so that the Trigger Date becomes the date on which such distribution occurs and from
and after such new Trigger Date the required ratio of the Class B Share Difference to the Non-Voting Share Difference shall be not less than one fifth (1/5)).
(d) With respect to its ownership of shares of Class B Common Stock or Non-Voting Capital Stock, no Holder shall take any action that, in the reasonable, good
faith determination of the Company, is contrary to the purpose of this Agreement.
6. Company Sale and Equal Status. To the extent that any
transaction is, or series of related transactions are, (a) a Change of Control Transaction (as defined in the Articles of Incorporation), (b) any tender or exchange offer by any third party to acquire a majority of the shares of
Class A Common Stock, Class B Common Stock or Non-Voting Capital Stock or (c) any tender or exchange offer by the Company to acquire any shares of Class A Common Stock, Class B Common Stock or Non-Voting Capital Stock (any such
transaction, a Company Sale or Recapitalization), no Holder shall sell, transfer or exchange, directly or indirectly, any
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shares of Class A Common Stock, Class B Common Stock or Non-Voting Capital Stock in, or in a transaction related to, such Company Sale or Recapitalization, for (x) with respect to such
Holders shares of Class A Common Stock, an amount per share greater than that received in such Company Sale or Recapitalization by the holders of Class A Common Stock in respect of their shares of Class A Common Stock, or a form
of consideration different from the form that holders of Class A Common Stock would receive in respect of their shares of Class A Common Stock, or may elect to receive, in such Company Sale or Recapitalization, (y) with respect to
such Holders shares of Class B Common Stock, an amount per share greater than that received in such Company Sale or Recapitalization by the holders of Class A Common Stock in respect of their shares of Class A Common Stock, or a
form of consideration different from the form that holders of Class A Common Stock would receive, or may elect to receive, in respect of their shares of Class A Common Stock in such Company Sale or Recapitalization, unless different
treatment of the shares of Class A Common Stock and Class B Common Stock is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and the holders of a majority of the Class B Common
Stock, each voting separately as a separate group, pursuant to the Articles of Incorporation, or (z) with respect to such Holders shares of Non-Voting Capital Stock, an amount per share greater than that received in such Company Sale or
Recapitalization by the other holders of Non-Voting Capital Stock in respect of their shares of Non-Voting Capital Stock, or a form of consideration different from the form that other holders of Non-Voting Capital Stock would receive, or may elect
to receive, in respect of their shares of Non-Voting Capital Stock in such Company Sale or Recapitalization.
7. Administration of this Agreement.
The Company shall establish, from time to time, such policies and procedures relating to the general administration of the terms of this Agreement, any Transfers or Sales of Class B Common Stock or Non-Voting Capital Stock permitted hereunder and
any conversion of Class B Common Stock to Class A Common Stock contemplated hereby, as it may deem necessary or advisable, and shall deliver notice to the Holders of the restrictions placed on their shares of Class B Common Stock and Non-Voting
Capital Stock by this Agreement and by the Articles of Incorporation in accordance with RCW 23B.06.250 and 23B.06.270 of the Washington Business Corporation Act. A determination by a majority of the members of the Board other than any of the Covered
Holders who are members of the Board or by the Secretary of the Company with respect to whether a conversion of Class B Common Stock to Class A Common Stock pursuant to Section 2(c) hereof has occurred shall be conclusive absent manifest
error.
8. Scope of this Agreement. This Agreement shall not in any way constitute an amendment, modification, supplement or waiver of any right,
preference, privilege, term or provision set forth or contained in the Articles of Incorporation.
9. Termination. This Agreement may be terminated
only by a written instrument that has been executed by each of the Holders and the Company and that has been approved by the Board in the manner set forth in Section 11(c), below.
10. Amendment of Richard N. Bartons Non-Competition Obligations
Richard N. Barton and Zillow, Inc. hereby agree to the following amendments to terms of the Noncompetition Agreement:
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(a) The first paragraph of the Noncompetition Agreement is amended to read as follows:
Effective as of the first day of my employment, and in consideration of my employment as an employee with Zillow, Inc., a Washington Corporation, or its parent company, Zillow Group, Inc. (Zillow Group), or any of
Zillow Groups direct or indirect wholly owned subsidiaries (Zillow, Inc., Zillow Group and any direct or indirect wholly owned subsidiaries of Zillow Group, collectively, the Company), the commencement of payment of a
salary to me by the Company and/or my role as an officer or member of the Board of the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree as follows:
(b) Section 1.1 of the Noncompetition Agreement is amended to read as follows: Competing Business
means any business whose efforts are in competition with the efforts of the Company, and/or any parent, subsidiary or affiliate of the Company. A Competing Business includes any business whose efforts involve any research and
development, products or services in competition with products or services which are, during the Relationship, either (a) produced, marketed or otherwise commercially exploited by the Company (including any parent, subsidiary, or affiliate) or
(b) in actual or demonstrably anticipated research or development by the Company (including any parent, subsidiary or affiliate).
(c) Section 1.7 of the Noncompetition Agreement is amended to read as follows: For purposes of Section 1.3(b), Section 2,
Section 5.2 and Section 5.3 of this Agreement, Term means the term of my employment as an officer of the Company. For purposes of all other provisions of this Agreement, Term means
the period beginning on the first day of my employment with Zillow, Inc. and ending on the date on which I no longer serve as an officer or director of Zillow Group or any of its direct or indirect wholly owned subsidiaries.
(d) The initial phrase of each of Sections 4.1, 4.2 and 4.3 of the Noncompetition Agreement are amended to read as follows: During the
Term and for three years after the end of the Term, . ..
The foregoing amendments to the Noncompetition Agreement are accepted by Richard N. Barton
to satisfy a condition of the Board to proceeding with the Non-Voting Capital Stock Dividend, and the Parties intend that these amendments be given full force and effect upon declaration by the Board of the Non-Voting Capital Stock Dividend.
11. Miscellaneous.
(a) Successors and Assigns.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or transferred (whether by operation of law or otherwise) by the Company, on the one hand, or any member of the Holder Group, on the other hand,
without the prior written consent of the Holder or the Company, respectively, and any purported assignment or other transfer without such consent shall be void and unenforceable; provided, however, that the Company may assign or
transfer this agreement to a successor entity in connection with any merger, consolidation, reorganization or business combination transaction. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the Parties and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Agreement.
7
(b) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the
Parties with respect to the subject matter hereof.
(c) Amendment and Waiver. This Agreement or any of its provisions may be waived (either
generally or in the specific instance and whether prospectively or retroactively), amended, modified or supplemented only by a written instrument that has been executed by each of the Parties and that has been approved by a majority of the
Independent Directors (excluding, for the avoidance of doubt, any Covered Holders who are members of the Board). Any failure of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement may be waived (whether
prospectively or retroactively) by the Party entitled to the benefit thereof only by a written instrument that has been signed by the Party granting such waiver and that, in the case of the Company, has been approved by a majority of the Independent
Directors in accordance with the preceding sentence. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or
privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder.
(d) Notices. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given or made as follows: (i) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (ii) if sent by nationally recognized overnight air courier, one
(1) business day after mailing; (iii) if sent by facsimile transmission, when transmitted and receipt is confirmed and (iv) if otherwise actually personally delivered, when delivered, provided, however, that such
notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any Party shall provide by like notice to the other Party:
If to the Company or Zillow, Inc., to:
Zillow Group, Inc.
1301 Second Avenue, Floor 31
Seattle, WA 98101
Facsimile: (206) 374-2381
Attention: General Counsel
with a copy (which shall not constitute notice) to:
Perkins Coie
LLP
1201 Third Avenue, Suite 4900
Seattle, WA 98101
Facsimile: (206) 359-4584
8
Andrew Moore
If to the Holder or any other member of the Holder Group, to:
Richard N. Barton
c/o Zillow Group, Inc.
1301Second Avenue, Floor 31
Seattle, WA 98101
Facsimile: (206) 374-2381
(e) Governing Law; WAIVER OF
JURY TRIAL. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington applicable to contracts executed in and to be performed entirely within such State, without regard to the conflict of laws
principles thereof which would result in the application of the laws of any other jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in King County,
Washington, and any appellate court therefrom, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the
Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding
except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court. Each of the Parties hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the
Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 11(d). Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by applicable law. EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(f) Equitable
Remedies. Each Party acknowledges and agrees that the other Party would be irreparably damaged in the event that any of the terms or provisions of this Agreement are not performed in accordance with their specific terms or otherwise are
breached. Therefore, notwithstanding anything to the contrary set forth in this Agreement, each Party hereby agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of any of the terms or provisions of this
Agreement, and to enforce specifically the performance by such first Party under this Agreement, and each Party hereby agrees to waive the defense in any such
9
suit that the other Party has an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of injunction or specific performance as a remedy, and hereby
agrees to waive any requirement to post any bond in connection with obtaining such relief. The equitable remedies described in this Section 11(f) shall be in addition to, and not in lieu of, any other remedies at law or in equity that the
Parties may elect to pursue. The rights and remedies provided for in this Agreement are cumulative and are not exclusive of any other rights or remedies which the Parties may have hereunder or may otherwise have at law or in equity.
(g) Severability. In the event that any one or more of the terms or provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement so long as the absence of such terms or provisions does not materially adversely affect any
Party, and the Parties shall use their commercially reasonable efforts to substitute one or more valid, legal and enforceable terms or provisions into this Agreement which, insofar as practicable, implement the purposes and intent of this Agreement
and which are not materially adverse to any Party. Any term or provision of this Agreement held invalid or unenforceable only in part, degree or within certain jurisdictions shall remain in full force and effect to the extent not held invalid or
unenforceable to the extent consistent with the intent of the Parties as reflected by this Agreement and not materially adverse to any Party. To the extent permitted by applicable law, each Party waives any term or provision of law which renders any
term or provision of this Agreement to be invalid, illegal or unenforceable in any respect.
(h) Interpretation. The Section headings in this
Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and
have been advised by counsel in connection therewith. In the event an ambiguity or question of intent or interpretation arises with respect to any term or provision of this Agreement, this Agreement shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the terms or provisions of this Agreement. For all purposes of and under this Agreement, (i) the word
including shall be deemed to be immediately followed by the words without limitation; (ii) words (including defined terms) in the singular shall be deemed to include the plural and vice versa; and (iii) the terms
hereof, herein, hereto, herewith and any other words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular term or provision of
this Agreement, unless otherwise specified. References in this Agreement to shares being held or owned beneficially means that the Holder has sole or shared (but if shared, only with one or more members of the Holder Group) dispositive
or voting power with respect to such shares; provided, however, that, a Holder shall be deemed to beneficially own shares of Class B Common Stock the exclusive voting control of which has been transferred by such Holder pursuant to
Section 2.3(e)(iii) of the Articles of Incorporation, so long as such Holder retains sole or shared (but if shared, only with one or more members of the Holder Group) dispositive power with respect to such shares. For the avoidance of doubt,
for purposes of this Agreement, if a share of Class B Common Stock or Non-Voting Capital Stock (or any other security) is beneficially owned by one or more members of the Holder Group and such share or security, as applicable, is owned of record by
any member of the Holder Group, such share or security, as applicable, shall be deemed to be owned, beneficially and of record, by the Holder Group.
10
(i) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or
electronic signature and by electronic mail or PDF), each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.
* * * * *
(Signature Pages Follow)
11
IN WITNESS WHEREOF, the Company and the Holder have executed this Agreement as of the date first above
written.
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ZILLOW GROUP, INC. |
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/s/ Kathleen Philips |
Name: Kathleen Philips |
Title: Chief Operating Officer |
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ZILLOW, INC. |
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/s/ Kathleen Philips |
Name: Kathleen Philips |
Title: Chief Operating Officer |
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/s/ Richard N. Barton |
Richard N. Barton |
|
BARTON VENTURES II LLC |
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/s/ Rich Barton |
Name: Rich Barton |
Title: Trustee |
12
EXHIBIT A
NONCOMPETITION AGREEMENT
Attached.
ZILLOW, INC.
Confidential Information, Inventions,
Nonsolicitation and Noncompetition Agreement
Effective as of the first date of my employment, and in consideration of my employment as an employee with Zillow, Inc., a Washington
corporation (the Company), the commencement of payment of a salary to me by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree as follows:
A. Section 1. Definitions
1.1
Competing Business means any Internet-based residential real estate business whose efforts are in competition with the efforts of the Company. A Competing Business includes any
Internet-based residential real estate business whose efforts involve any research and development, products or services in competition with products or services which are, during and at the end of the Term, either (a) produced, marketed or
otherwise commercially exploited by the Company or (b) in actual or demonstrably anticipated research or development by the Company.
1.2 Confidential Information means any information that (a) relates to the business of the
Company, (b) is not generally available to the public, and (c) is conceived, compiled, developed, discovered or received by, or made available to, me during the Term, whether solely or jointly with others, and whether or not while engaged
in performing work for the Company. Confidential Information includes information, both written and oral, relating to Inventions, trade secrets and other proprietary information, technical data, products, services, finances, business plans,
marketing plans, legal affairs, suppliers, clients, prospects, opportunities, contracts or assets of the Company. Confidential Information also includes any information which has been made available to the Company by or with respect to third parties
and which the Company is obligated to keep confidential.
1.3 Invention means any product,
device, technique, know-how, computer program, algorithm, method, process, procedure, improvement, discovery or invention, whether or not patentable or copyrightable and whether or not reduced to practice, that (a) is within the scope of the
Companys business, research or investigations or results from or is suggested by any work performed by me for the Company and (b) is created, conceived, reduced to practice, developed, discovered, invented or made by me during the Term,
whether solely or jointly with others.
1.4 Material means any product,
prototype, model, document, diskette, tape, picture, design, recording, writing or other tangible item which contains or manifests, whether in printed, handwritten, coded, magnetic or other form, any Confidential Information, Invention or
Proprietary Right.
CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
1.5 Person means any individual, corporation,
partnership, trust, association, governmental authority, educational institution or other entity.
1.6
Proprietary Right means any patent, copyright, trade secret, trademark, trade name, service mark, maskwork or other protected intellectual property right in any Confidential Information or
Invention, or otherwise relating to the business of the Company or the Companys actual or demonstrably anticipated research or development.
1.7 Term means the term of my employment as an officer of the Company.
B. Section 2. Ownership and Use
2.1 The Company will be the exclusive owner of all Confidential Information, Inventions, Materials and Proprietary Rights. To the extent
applicable, all Materials will constitute works for hire under applicable copyright laws.
2.2 I assign and transfer,
and agree to assign and transfer, to the Company all rights and ownership that I have or will have in Confidential Information, Inventions, Materials and Proprietary Rights, subject to the limitations set forth in Section 2.5 and in the notice
below. Further, I waive any moral rights that I may have in any Confidential Information, Inventions, Materials and Proprietary Rights. I will take such action (including signature and assistance in preparation of documents or the giving of
testimony) as may be requested by the Company to evidence, transfer, vest or confirm the Companys rights and ownership in Confidential Information, Inventions, Materials and Proprietary Rights. I agree to keep and maintain adequate and current
written records of all Inventions and Proprietary Rights during the Term. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole
property of the Company at all times. I will not contest the validity of any Proprietary Right, or aid or encourage any third party to contest the validity of any Proprietary Right of the Company.
If the Company is unable for any reason to secure my signature to fulfill the intent of the foregoing paragraph or to apply for or to pursue
any application for any United States or foreign patents or copyright registrations covering Inventions assigned to the Company above, then I irrevocably appoint the Company and its authorized agents as my agent and attorney in fact, to transfer,
vest or confirm the Companys rights and to execute and file any such applications and to do all other lawful acts to further the prosecution and issuance of letters patent or copyright registrations with the same legal force as if done by me.
2.3 Except as required for performance of my work for the Company or as authorized in writing by the Company, I will not
(a) use, disclose, publish or distribute any Confidential Information, Inventions, Materials or Proprietary Rights or (b) remove any Materials from the Companys premises.
2.4 I will promptly disclose to the Company all Confidential Information, Inventions, Materials or Proprietary Rights, as well as any
business opportunity which comes to my attention during the Term and which relates to the business of the Company. I will not take advantage of or divert any such opportunity for the benefit of myself or anyone else either during or after the Term
without the prior written consent of the Company.
CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
-2-
2.5 Exhibit A is a list describing all inventions, original works of authorship,
developments, improvements, and trade secrets which were made by me prior to the Term (collectively referred to as Prior Inventions), which belong to me, which relate to the Companys
current or proposed business, products or research and development, and which are not assigned to the Company; or, if no such list is attached, I represent that there are no such Prior Inventions. If, during the Term, I incorporate into a Company
product, process, service or machine a Prior Invention owned by me or in which I have an interest, the Company is granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell
such Prior Invention as part of or in connection with such product, process, service or machine.
NOTICE: Notwithstanding
any other provision of this Agreement to the contrary, this Agreement does not obligate me to assign or offer to assign to the Company any of my rights in an invention for which no equipment, supplies, facilities or trade secret information of the
Company was used and which was developed entirely on my own time, unless (a) the invention relates (i) directly to the business of the Company or (ii) to the Companys actual or demonstrably anticipated research or development,
or (b) the invention results from any work performed by me for the Company. This satisfies the written notice and other requirements of RCW 49.44.140.
2.6 The Company acknowledges that I may advise or invest in other enterprises, which are not Competing Businesses, and that I may
contribute to such enterprises intellectual property that does not constitute Proprietary Rights of the Company, e.g. intellectual property that is not related to the business of the Company or the Companys actual or demonstrably anticipated
research or development. My activities for such enterprises may occur on Company premises, during work hours, and using Company resources.
C.
Section 3. Further Obligations
3.1 During the Term, I will not, directly or indirectly, engage in, be employed by, perform
services for or otherwise participate in any Competing Business.
3.2 My execution, delivery and performance of this Agreement and
the performance of my other obligations and duties to the Company will not cause any breach, default or violation of any other employment, nondisclosure, confidentiality, consulting or other agreement to which I am a party or by which I may be
bound. Attached as Exhibit B is a list of all prior agreements now in effect under which I have agreed to keep information confidential or not to compete or solicit employees of any Person.
CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
-3-
3.3 I will not use in performance of my work for the Company or disclose to the Company
any trade secret, confidential or proprietary information of any prior employer or other Person if and to the extent that such use or disclosure may cause a breach, default or violation of any obligation or duty that I owe to such other Person
(e.g., under any agreement or applicable law). My compliance with this paragraph will not prohibit, restrict or impair the performance of my work, obligations and duties to the Company.
D. Section 4. Noncompetition and Nonsolicitation
4.1 During the Term and for one year after the end of the Term, I will not induce, or attempt to induce, any employee or independent
contractor of the Company to cease such employment or relationship to engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly,
any business other than the Company.
4.2 During the Term and for one year after the end of the Term, I agree (except on behalf of
or with the prior written consent of the Company) that I will not, directly or indirectly (a) solicit, divert, appropriate to or accept on behalf of any Competing Business, or (b) attempt to solicit, divert, appropriate to or accept on
behalf of any Competing Business, any business from any customer or actively sought prospective customer of the Company with whom I have dealt, whose dealings with the Company have been supervised by me or about whom I have acquired Confidential
Information in the course of my employment.
4.3 During the Term and for one year after the end of the
Term, I will not engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any Competing Business. For purposes of this
paragraph, I will not be considered to be connected with any Competing Business solely on account of: my ownership of less than five percent of the outstanding capital stock or other equity interests in any Person carrying on the Competing Business.
I agree that this restriction is reasonable, but further agree that should a court exercising jurisdiction with respect to this Agreement find any such restriction invalid or unenforceable due to unreasonableness, either in period of time,
geographical area, or otherwise, then in that event, such restriction is to be interpreted and enforced to the maximum extent which such court deems reasonable. The Company, in its sole discretion, may determine to waive the noncompetition
provisions of this Section 4.3. Any such waiver shall not constitute a waiver of any noncompetition or forfeiture provisions of any other agreement between the Company and me.
E. Section 5. Termination of Relationship
5.1 I hereby authorize and specifically agree to allow the Company to deduct from my wages the value of any property (including
equipment, goods, or other items provided to me by the Company during my employment) which I fail to return when requested to do so by the Company, provided that such deduction (a) does not exceed the cost of the item, (b) does not reduce
my wages below minimum wage or overtime compensation below time and a half, (c) is not made for normal wear and tear on or nonwillful loss or breakage of the provided item(s), and (d) is accompanied with a list of all items for which
deductions are being made.
CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
-4-
5.2 I agree that at the end of the Term I will deliver to the Company (and will not keep
in my possession, re-create or deliver to anyone else) any and all Materials and other property belonging to the Company, its successors or assigns. I agree to sign and deliver the
Termination Certification attached as Exhibit C.
5.3
At the end of the Term, I agree to provide the name of my new employer, if any, and consent to notification by the Company to my new employer about my rights and obligations under this Agreement in the form of Exhibit D.
F. Section 6. Employment At Will
I
agree that my employment is at will which means that it can be terminated at any time by the Company or by me, with or without cause and with or without notice. I agree that any promise or obligation that my employment be on any other
basis than at will is invalid unless in writing signed by the President of the Company and authorized by the Companys board of directors. I agree to abide by the Companys rules, regulations, policies and practices as revised
from time to time.
G. Section 7. Miscellaneous
7.1 Survival. This Agreement will survive the end of the Term.
7.2 Injunctive Relief; Costs. I acknowledge that my obligations under this Agreement are important to the Company, and
that the Company would not employ or continue to employ me without my agreement to such obligations. I also acknowledge that if I do not abide by my obligations in this Agreement, the Company will suffer immediate and irreparable harm, and that the
damage to the Company will be difficult to measure and financial relief will be incomplete. Accordingly, the Company will be entitled to injunctive relief and other equitable remedies in the event of a breach by me of any obligation under this
Agreement. The rights and remedies of the Company under this section are in addition to all other remedies. Further, in any legal action or other proceeding in connection with this Agreement (e.g., to recover damages or other relief), the prevailing
party will be entitled to recover its reasonable attorneys fees and other costs incurred.
7.3 Severability. This
Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed or
reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement
or any other agreement between the Company and me.
7.4 Governing Law; Jurisdiction; Venue. This Agreement will be governed
by the laws of the state of Washington without regard to principles of conflicts of law. I irrevocably consent to the jurisdiction and venue of the state and federal courts located in King County, Washington in connection with any action relating to
this Agreement. I will not bring any action relating to this Agreement in any other court.
CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
-5-
7.5 Amendments. Neither this Agreement nor any provision may be amended except by
written agreement signed by the parties.
7.6 Waivers. No waiver of any breach shall be considered valid unless in writing,
and no waiver shall be a waiver of any subsequent breach.
7.7 Acknowledgment. I have carefully read all of the provisions of
this Agreement and agree that (a) the same are necessary for the reasonable and proper protection of the Companys business, (b) the Company has been induced to enter into and/or continue its relationship with me in reliance upon my
compliance with the provisions of this Agreement, (c) every provision of this Agreement is reasonable with respect to its scope and duration, (d) I have executed this Agreement without duress or coercion from any source, and (e) I
have received a copy of this Agreement.
This Agreement is executed as of 10/19/, 2005.
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/s/ Richard Barton |
Signature |
Richard Barton |
FULL NAME (print or type) |
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ACCEPTED: |
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ZILLOW, INC. |
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By |
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/s/ Lloyd Frink |
Its President |
CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
-6-
EXHIBIT A
LIST OF PRIOR INVENTIONS AND
ORIGINAL WORKS OF AUTHORSHIP
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Title |
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Date |
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Identifying Number or
Brief Description |
þ |
No inventions or improvements |
¨ |
Additional Sheets Attached |
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Signature of Employee: |
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/s/ Richard N. Barton |
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Print Name of Employee: |
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Richard N. Barton |
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CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
EXHIBIT B
The following is a list of all prior agreements with former employers or others to which I am a party in which I agreed to maintain the
confidentiality of the information of, or not to compete with or solicit the employees or customers of a third party.
¨ |
Additional sheets attached |
Microsoft Corp. non-disclosure, non-solicitation, non-compete agreement
Expedia/IAC nondisclosure and nonsolicitation and non-compete agreement
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Signature of Employee: |
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/s/ Richard N. Barton |
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Print Name of Employee: |
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Richard N. Barton |
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CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
Exhibit 10.2
TRANSFER RESTRICTION AGREEMENT AND AMENDMENT TO
NONCOMPETITION AGREEMENT
This Transfer
Restriction Agreement (this Agreement) is made as of July 20, 2015, among Zillow Group, Inc., a Washington corporation (the Company or Zillow), Zillow, Inc., a Washington corporation
and wholly owned subsidiary of the Company (Zillow, Inc.), Lloyd D. Frink and the other Holders signatory hereto, whether as of the date hereof or after the date hereof. Capitalized terms used but not otherwise defined have the
meaning set forth in Section 1.
RECITALS
WHEREAS, the Companys Amended and Restated Articles of Incorporation (the Articles of Incorporation) authorize the Company to issue
shares of a class of capital stock, par value $0.0001 per share, designated as Class C Capital Stock (the Non-Voting Capital Stock);
WHEREAS, the Companys Board of Directors (the Board) intends to declare a dividend of two newly issued shares of Non-Voting Capital
Stock (the Non-Voting Capital Stock Dividend) on each share of the Companys Class A Common Stock, par value $0.0001 per share (the Class A Common Stock), and each share of the Companys Class B
Common Stock, par value $0.0001 per share (the Class B Common Stock); provided, however, that the Board has determined that a condition to its declaring the Non-Voting Capital Stock Dividend is that the Holders shall have entered
into this Agreement;
WHEREAS, Lloyd D. Frink is a signatory to that certain Confidential Information, Inventions, Nonsolicitation and Noncompetition
Agreement, executed by Lloyd D. Frink on October 19, 2005, and accepted by Zillow, Inc., a subsidiary of the Company (the Noncompetition Agreement), a true and correct copy of which is attached hereto as
Exhibit A.
WHEREAS, in order to facilitate implementation of the Non-Voting Capital Stock Dividend, the Holders and the Company desire to
agree to certain matters with respect to the ownership and transfer of shares of Class A Common Stock, Class B Common Stock and Non-Voting Capital Stock by the Holders, including a requirement that, commencing on the date that Lloyd D. Frink
ceases to serve as a member of the Board, the Holder Group (as defined herein) must sell or convert one share of Class B Common Stock for every two shares of Non-Voting Capital Stock sold by the Holder Group; and
WHEREAS, in order to facilitate implementation of the Non-Voting Capital Stock Dividend, Lloyd D. Frink and Zillow, Inc. desire to agree to certain amendments
to the terms of the Noncompetition Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, agreements and covenants set forth herein, and for other good and valuable
consideration the receipt and adequacy of which the Parties acknowledge, the Parties hereby agree as follows:
1. Certain Definitions. As used in
this Agreement, the following terms have the following respective meanings:
Class B Share Difference shall mean, at any time, the difference (which may be positive or
negative) of (i) the total number of shares of Class B Common Stock owned, beneficially and of record, by the Holder Group as of the Trigger Date minus (ii) the total number of shares of Class B Common Stock owned, beneficially and
of record, by the Holder Group as of the applicable date of determination.
Covered Holders shall mean, collectively, (i) Lloyd D.
Frink, a natural living person, and all other members of his Holder Group and (ii) Richard N. Barton, a natural living person, and all other members of his Holder Group as defined in that certain Transfer Restriction Agreement,
dated as of the date hereof, among the Company, Richard N. Barton, and each of the other parties thereto.
Holder shall mean each of
Lloyd D. Frink and each of his Permitted Entities.
Holder Group shall mean, at any time, Lloyd D. Frink together with his Permitted
Entities.
Independent Director means a member of the Board designated by the Nominating and Governance Committee of the Board as an
independent director.
Number of Non-Voting Shares shall mean, at any time, the total number of shares of Non-Voting Capital Stock
owned, beneficially and of record, by the Holder Group.
Non-Voting Share Difference shall mean, at any time, the difference (which may
be positive or negative) of (i) the Number of Non-Voting Shares as of the Trigger Date minus (ii) the Number of Non-Voting Shares as of the applicable date of determination.
Parties shall mean the Company, Zillow, Inc. and the Holders.
Permitted Entity shall mean, with respect to Lloyd D. Frink, any entity, account, plan or trust specified in Section 2.3(e)(ii)(B) of
Article 2 of the Articles of Incorporation established by or for Lloyd D. Frink and to whom Lloyd D. Frink has Transferred shares of Class B Common Stock or Sold shares of Non-Voting Capital Stock, so long as (i) such entity, account, plan or
trust meets the requirements set forth in Section 2.3(e)(ii)(B) of Article 2 of the Articles of Incorporation applicable to such entity, account, plan or trust (and, if such entity, account, plan or trust holds shares of Non-Voting Capital
Stock, such entity, account, plan or trust meets the requirements forth in Section 2.3(e)(ii)(B) of Article 2 of the Articles of Incorporation with respect to all shares of Non-Voting Capital Stock held by it as if such shares of Non-Voting
Capital Stock were Class B Common Stock thereunder, mutatis mutandis) and (ii) such entity, account, plan or trust has agreed to be bound by the terms of this Agreement and has executed and delivered a copy of this Agreement to the
Company.
person shall mean any individual, general or limited partnership, firm, corporation, limited liability company, association,
trust, unincorporated organization or other entity.
Sell, Sold or Sale with respect to a share
of Non-Voting Capital Stock shall mean (i) any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether
voluntary or involuntary or by operation of law, including a transfer of such share to a broker or
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other nominee (regardless of whether or not there is a corresponding change in record or beneficial ownership), provided that any such transfer to a broker or other nominee that is
determined by the Secretary of the Company to have been unintended by the transferor shall not be considered a Sale if no shareholder vote has occurred since such unintended transfer to the broker or nominee and such transfer to the
broker or nominee is rescinded, revoked or reversed within 15 days after the transferor first becomes aware of such unintentional transfer, or (ii) the entry into any contract, agreement or other binding arrangement with respect to any of the
actions in the foregoing clause (i) regarding such share; provided, however, that the following shall not be considered a Sale within the meaning of this Section: (x) the granting of a proxy to officers or
directors of the Company at the request of the Board of Directors of the Company in connection with actions to be taken at an annual or special meeting of shareholders by the holders of the Non-Voting Capital Stock or (y) the fact that the
spouse of Lloyd D. Frink possesses or obtains a community property interest in such Holders shares of Non-Voting Capital Stock arising solely by reason of the application of the community property laws of any jurisdiction, so long as no other
event or circumstance shall exist or have occurred that constitutes a Sale of such Non-Voting Capital Stock.
Trigger
Date shall mean the date on which Lloyd D. Frink shall cease to serve as a member of the Board as a director.
Transfer shall
have the meaning set forth in the Articles of Incorporation.
2. Sales of Non-Voting Capital Stock.
(a) From and after the Trigger Date, a Holder shall not Sell any shares of Non-Voting Capital Stock if, immediately following such Sale, the Class B Share
Difference would be less than one half (1/2) of the Non-Voting Share Difference (after taking into account the conversion of shares of Class B Common Stock owned beneficially and of record by the Holder Group that are converted into shares of
Class A Common Stock at the time of such Sale, if any, whether as a result of a simultaneous Transfer of such Class B Common Stock or otherwise); provided that this required ratio of the Class B Share Difference to the Non-Voting Share
Difference shall be subject to adjustment as provided in Section 5(c).
(b) From and after the Trigger Date, the Company shall not, and shall direct
its transfer agent not to, permit any Sale of shares of Non-Voting Capital Stock in violation of this Agreement. The shares of Non-Voting Capital Stock held by a Holder will be in uncertificated form, with stop transfer orders in place. The Company
shall cooperate reasonably with each Holder to lift such stop transfer orders with respect to any shares of Non-Voting Capital Stock that are Sold by any Holder in compliance with this Agreement.
(c) (i) If at any time after the Trigger Date the Class B Share Difference is less than one half (1/2) of the Non-Voting Share Difference (including
because a Holder ceases to be a member of a Holder Group) (with this required ratio of the Class B Share Difference to Non-Voting Share Difference subject to adjustment as provided in Section 5(c)), such Holder Group shall be deemed to have
irrevocably converted a number of whole shares of Class B Common Stock owned beneficially and of record by the Holder Group, automatically and without any further action, into an equal number of fully paid and nonassessable shares of
Class A Common Stock
3
such that after the deemed conversion the Class B Share Difference, shall not be less than one half (1/2) of the Non-Voting Share Difference. Upon any such conversion of shares of Class B
Common Stock to Class A Common Stock, all rights of the holder of such shares of Class B Common Stock in respect of such shares shall cease and the person or persons in whose name or names the shares of Class A Common Stock are to be
issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock.
(ii) Each Holder
authorizes the Company and its transfer agent to take any and all actions that may be necessary to cause any such conversion to occur, whether or not such Holder has taken any action with respect thereto, including the Company providing appropriate
instruction on behalf of such Holder to its transfer agent. Each Holder agrees that the automatic conversion set forth in Section 2(c)(i) above shall apply (x) first, to shares of Class B Common Stock owned of record by the Holder that is
Selling the shares of Non-Voting Capital Stock and (y) in all other circumstances, including a Holder ceasing to be a member of a Holder Group or if the Holder no longer owns of record any shares of Class B Common Stock, to shares of Class B
Common Stock held of record by the other members of the Holder Group proportionately based on the number of shares of Class B Common Stock then held of record by each such member of the Holder Group.
(iii) Each Holder shall cooperate fully with the Company in connection with any such conversion, and shall take such actions as may be necessary or desirable
to cause the documentation and implementation of such conversion as promptly as practicable following the Company or any Holder becoming aware that the Class B Share Difference is less than one half (1/2) of the Non-Voting Share Difference.
(d) Notwithstanding any required ratio of the Class B Share Difference to the Non-Voting Share Difference to be in effect immediately or
at any time, in order to facilitate Sales of shares on The Nasdaq Global Select Market (or such other market administered by The NASDAQ OMX Group, Inc. on which shares of the Class A Common Stock may be listed)
(Nasdaq) over the course of a Nasdaq trading day, the Holder Group shall be permitted to temporarily hold a number of shares of Class B Common Stock in violation of such required ratio during the trading day, so long as the
required ratio is satisfied by the close of regular trading on such trading day and such trading day is not a record date for any shareholder vote.
3.
Transfers of Class B Common Stock and Non-Voting Capital Stock. A Holder shall not Transfer shares of Class B Common Stock to any transferee who is neither a party to this Agreement nor a party to a transfer restriction agreement with the
Company in the form of this Agreement. If any such transferee is not a party to such an agreement prior to such Transfer, then the Holder shall cause such person to become a party to this Agreement or another such transfer restriction agreement and
shall deliver to the Company a duly executed copy hereof or thereof prior to the consummation of such Transfer.
4. Sales or Transfers of Class A
Common Stock. Except as set forth in Section 6, this Agreement shall not limit or restrict any Holders ability to sell, assign, transfer, convey, hypothecate or otherwise transfer of dispose of any shares of Class A Common Stock.
4
5. Certain Additional Agreements.
(a) Except in connection with a Sale permitted by this Agreement, all shares of Non-Voting Capital Stock and Class B Common Stock shall at all times be owned
beneficially and of record only by the Holder Group and not be held through any nominee or broker.
(b) For all purposes under this Agreement (other than
Section 6), a share of Non-Voting Capital Stock, as of a given date of determination, shall be deemed to include only (i) any securities issued by the Company in respect of a share of Class B Common Stock (other than shares of
Class B Common Stock or rights to acquire Class B Common Stock), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination, including in connection with the Non-Voting
Capital Stock Dividend, and (ii) any securities issued by the Company (other than shares of Class B Common Stock or rights to acquire Class B Common Stock) in respect of the shares and securities referenced in clauses (i) and this clause
(ii), whether by dividend, stock split, distribution, recapitalization or otherwise after the date hereof and as of such date of determination.
(c) It is
the intention and agreement of the Parties that none of the securities received (i) with respect to a share of Class B Common Stock in connection with the Non-Voting Capital Stock Dividend, or (ii) in any future dividend, stock split,
distribution or recapitalization or otherwise with respect to a share of Class B Common Stock or with respect to the Non-Voting Capital Stock received in connection with such share of Class B Common Stock, shall be Sold unless the required ratio of
the Class B Share Difference to Non-Voting Share Difference is satisfied. If additional securities are so received, the required ratio of the Class B Share Difference to Non-Voting Share Difference for purposes of this Agreement (including Sections
2(a) and 2(c)) shall be equitably adjusted to account for such additional securities (e.g., if, after the Non-Voting Capital Stock Dividend and prior to the Trigger Date, one additional share of Non-Voting Capital Stock is distributed for each share
of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified to require the Class B Share Difference to not be less than one fifth (1/5) of the Non-Voting Share Difference, or, if after the Trigger Date one additional
share of Non-Voting Capital Stock is distributed for each share of Class B Common Stock and Non-Voting Capital Stock, this Agreement shall be modified so that the Trigger Date becomes the date on which such distribution occurs and from
and after such new Trigger Date the required ratio of the Class B Share Difference to the Non-Voting Share Difference shall be not less than one fifth (1/5)).
(d) With respect to its ownership of shares of Class B Common Stock or Non-Voting Capital Stock, no Holder shall take any action that, in the reasonable, good
faith determination of the Company, is contrary to the purpose of this Agreement.
6. Company Sale and Equal Status. To the extent that any
transaction is, or series of related transactions are, (a) a Change of Control Transaction (as defined in the Articles of Incorporation), (b) any tender or exchange offer by any third party to acquire a majority of the shares of
Class A Common Stock, Class B Common Stock or Non-Voting Capital Stock or (c) any tender or exchange offer by the Company to acquire any shares of Class A Common Stock, Class B Common Stock or Non-Voting Capital Stock (any such
transaction, a Company Sale or Recapitalization), no Holder shall sell, transfer or exchange, directly or indirectly, any
5
shares of Class A Common Stock, Class B Common Stock or Non-Voting Capital Stock in, or in a transaction related to, such Company Sale or Recapitalization, for (x) with respect to such
Holders shares of Class A Common Stock, an amount per share greater than that received in such Company Sale or Recapitalization by the holders of Class A Common Stock in respect of their shares of Class A Common Stock, or a form
of consideration different from the form that holders of Class A Common Stock would receive in respect of their shares of Class A Common Stock, or may elect to receive, in such Company Sale or Recapitalization, (y) with respect to
such Holders shares of Class B Common Stock, an amount per share greater than that received in such Company Sale or Recapitalization by the holders of Class A Common Stock in respect of their shares of Class A Common Stock, or a
form of consideration different from the form that holders of Class A Common Stock would receive, or may elect to receive, in respect of their shares of Class A Common Stock in such Company Sale or Recapitalization, unless different
treatment of the shares of Class A Common Stock and Class B Common Stock is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and the holders of a majority of the Class B Common
Stock, each voting separately as a separate group, pursuant to the Articles of Incorporation, or (z) with respect to such Holders shares of Non-Voting Capital Stock, an amount per share greater than that received in such Company Sale or
Recapitalization by the other holders of Non-Voting Capital Stock in respect of their shares of Non-Voting Capital Stock, or a form of consideration different from the form that other holders of Non-Voting Capital Stock would receive, or may elect
to receive, in respect of their shares of Non-Voting Capital Stock in such Company Sale or Recapitalization.
7. Administration of this Agreement.
The Company shall establish, from time to time, such policies and procedures relating to the general administration of the terms of this Agreement, any Transfers or Sales of Class B Common Stock or Non-Voting Capital Stock permitted hereunder and
any conversion of Class B Common Stock to Class A Common Stock contemplated hereby, as it may deem necessary or advisable, and shall deliver notice to the Holders of the restrictions placed on their shares of Class B Common Stock and Non-Voting
Capital Stock by this Agreement and by the Articles of Incorporation in accordance with RCW 23B.06.250 and 23B.06.270 of the Washington Business Corporation Act. A determination by a majority of the members of the Board other than any of the Covered
Holders who are members of the Board or by the Secretary of the Company with respect to whether a conversion of Class B Common Stock to Class A Common Stock pursuant to Section 2(c) hereof has occurred shall be conclusive absent manifest
error.
8. Scope of this Agreement. This Agreement shall not in any way constitute an amendment, modification, supplement or waiver of any right,
preference, privilege, term or provision set forth or contained in the Articles of Incorporation.
9. Termination. This Agreement may be terminated
only by a written instrument that has been executed by each of the Holders and the Company and that has been approved by the Board in the manner set forth in Section 11(c), below.
10. Amendment of Lloyd D. Frinks Non-Competition Obligations
Lloyd D. Frink and Zillow, Inc. hereby agree to the following amendments to terms of the Noncompetition Agreement:
6
(a) The first paragraph of the Noncompetition Agreement is amended to read as follows:
Effective as of the first day of my employment, and in consideration of my employment as an employee with Zillow, Inc., a Washington Corporation, or its parent company, Zillow Group, Inc. (Zillow Group), or any of
Zillow Groups direct or indirect wholly owned subsidiaries (Zillow, Inc., Zillow Group and any direct or indirect wholly owned subsidiaries of Zillow Group, collectively, the Company), the commencement of payment of a
salary to me by the Company and/or my role as an officer or member of the Board of the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree as follows:
(b) Section 1.1 of the Noncompetition Agreement is amended to read as follows: Competing Business means any business whose
efforts are in competition with the efforts of the Company, and/or any parent, subsidiary or affiliate of the Company. A Competing Business includes any business whose efforts involve any research and development, products or services in competition
with products or services which are, during the Relationship, either (a) produced, marketed or otherwise commercially exploited by the Company (including any parent, subsidiary, or affiliate) or (b) in actual or demonstrably anticipated
research or development by the Company (including any parent, subsidiary or affiliate).
(c) Section 1.7 of the Noncompetition
Agreement is amended to read as follows: For purposes of Section 1.3(b), Section 2, Section 5.2 and Section 5.3 of this Agreement, Term means the term of my employment as an officer of the
Company. For purposes of all other provisions of this Agreement, Term means the period beginning on the first day of my employment with Zillow, Inc. and ending on the date on which I no longer serve as an officer or
director of Zillow Group or any of its direct or indirect wholly owned subsidiaries.
(d) The initial phrase of each of
Sections 4.1, 4.2 and 4.3 of the Noncompetition Agreement are amended to read as follows: During the Term and for three years after the end of the Term, . ..
The foregoing amendments to the Noncompetition Agreement are accepted by Lloyd D. Frink to satisfy a condition of the Board to proceeding with the Non-Voting
Capital Stock Dividend, and the Parties intend that these amendments be given full force and effect upon declaration by the Board of the Non-Voting Capital Stock Dividend.
11.Miscellaneous.
(a) Successors and Assigns.
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or transferred (whether by operation of law or otherwise) by the Company, on the one hand, or any member of the Holder Group, on the other hand,
without the prior written consent of the Holder or the Company, respectively, and any purported assignment or other transfer without such consent shall be void and unenforceable; provided, however, that the Company may assign or
transfer this agreement to a successor entity in connection with any merger, consolidation, reorganization or business combination transaction. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be
enforceable by the Parties and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the Parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Agreement.
7
(b) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the
Parties with respect to the subject matter hereof.
(c) Amendment and Waiver. This Agreement or any of its provisions may be waived (either
generally or in the specific instance and whether prospectively or retroactively), amended, modified or supplemented only by a written instrument that has been executed by each of the Parties and that has been approved by a majority of the
Independent Directors (excluding, for the avoidance of doubt, any Covered Holders who are members of the Board). Any failure of the Parties to comply with any obligation, covenant, agreement or condition in this Agreement may be waived (whether
prospectively or retroactively) by the Party entitled to the benefit thereof only by a written instrument that has been signed by the Party granting such waiver and that, in the case of the Company, has been approved by a majority of the Independent
Directors in accordance with the preceding sentence. No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any right, power or
privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder.
(d) Notices. All notices, requests, demands and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given or made as follows: (i) if sent by registered or certified mail in the United States return receipt requested, upon receipt; (ii) if sent by nationally recognized overnight air courier, one
(1) business day after mailing; (iii) if sent by facsimile transmission, when transmitted and receipt is confirmed and (iv) if otherwise actually personally delivered, when delivered, provided, however, that such
notices, requests, demands and other communications are delivered to the address set forth below, or to such other address as any Party shall provide by like notice to the other Party:
If to the Company or Zillow, Inc., to:
Zillow Group, Inc.
1301 Second Avenue, Floor 31
Seattle, WA 98101
Facsimile: (206) 374-2381
Attention: General Counsel
with a copy (which shall not constitute notice) to:
Perkins
Coie LLP
1201 Third Avenue, Suite 4900
Seattle, WA 98101
Facsimile: (206) 359-4584
8
Attention: David McShea
Andrew Moore
If to the Holder or any other member of the Holder Group, to:
Lloyd D. Frink
c/o Zillow Group, Inc.
1301Second Avenue, Floor 31
Seattle, WA 98101
Facsimile: (206) 374-2381
(e) Governing Law; WAIVER OF
JURY TRIAL. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington applicable to contracts executed in and to be performed entirely within such State, without regard to the conflict of laws
principles thereof which would result in the application of the laws of any other jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located in King County,
Washington, and any appellate court therefrom, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, including any action or proceeding brought by, in the right of or on behalf of the
Company (including any derivative action or proceeding), or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding
except in such courts; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in any such court; (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any such action or proceeding in any such court; and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court. Each of the Parties hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the
Parties hereby irrevocably consents to service of process in the manner provided for notices in Section 11(d). Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by applicable law. EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
(f) Equitable
Remedies. Each Party acknowledges and agrees that the other Party would be irreparably damaged in the event that any of the terms or provisions of this Agreement are not performed in accordance with their specific terms or otherwise are
breached. Therefore, notwithstanding anything to the contrary set forth in this Agreement, each Party hereby agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of any of the terms or provisions of this
Agreement, and to enforce specifically the performance by such first Party under this Agreement, and each Party hereby agrees to waive the defense in any such
9
suit that the other Party has an adequate remedy at law and to interpose no opposition, legal or otherwise, as to the propriety of injunction or specific performance as a remedy, and hereby
agrees to waive any requirement to post any bond in connection with obtaining such relief. The equitable remedies described in this Section 11(f) shall be in addition to, and not in lieu of, any other remedies at law or in equity that the
Parties may elect to pursue. The rights and remedies provided for in this Agreement are cumulative and are not exclusive of any other rights or remedies which the Parties may have hereunder or may otherwise have at law or in equity.
(g) Severability. In the event that any one or more of the terms or provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement so long as the absence of such terms or provisions does not materially adversely affect any
Party, and the Parties shall use their commercially reasonable efforts to substitute one or more valid, legal and enforceable terms or provisions into this Agreement which, insofar as practicable, implement the purposes and intent of this Agreement
and which are not materially adverse to any Party. Any term or provision of this Agreement held invalid or unenforceable only in part, degree or within certain jurisdictions shall remain in full force and effect to the extent not held invalid or
unenforceable to the extent consistent with the intent of the Parties as reflected by this Agreement and not materially adverse to any Party. To the extent permitted by applicable law, each Party waives any term or provision of law which renders any
term or provision of this Agreement to be invalid, illegal or unenforceable in any respect.
(h) Interpretation. The Section headings in this
Agreement are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provision of this Agreement. The Parties have participated jointly in the negotiation and drafting of this Agreement and
have been advised by counsel in connection therewith. In the event an ambiguity or question of intent or interpretation arises with respect to any term or provision of this Agreement, this Agreement shall be construed as if drafted jointly by the
Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the terms or provisions of this Agreement. For all purposes of and under this Agreement, (i) the word
including shall be deemed to be immediately followed by the words without limitation; (ii) words (including defined terms) in the singular shall be deemed to include the plural and vice versa; and (iii) the terms
hereof, herein, hereto, herewith and any other words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular term or provision of
this Agreement, unless otherwise specified. References in this Agreement to shares being held or owned beneficially means that the Holder has sole or shared (but if shared, only with one or more members of the Holder Group) dispositive
or voting power with respect to such shares; provided, however, that, a Holder shall be deemed to beneficially own shares of Class B Common Stock the exclusive voting control of which has been transferred by such Holder pursuant to
Section 2.3(e)(iii) of the Articles of Incorporation, so long as such Holder retains sole or shared (but if shared, only with one or more members of the Holder Group) dispositive power with respect to such shares. For the avoidance of doubt,
for purposes of this Agreement, if a share of Class B Common Stock or Non-Voting Capital Stock (or any other security) is beneficially owned by one or more members of the Holder Group and such share or security, as applicable, is owned of record by
any member of the Holder Group, such share or security, as applicable, shall be deemed to be owned, beneficially and of record, by the Holder Group.
10
(i) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or
electronic signature and by electronic mail or PDF), each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.
* * * * *
(Signature Pages Follow)
11
IN WITNESS WHEREOF, the Company and the Holder have executed this Agreement as of the date first above
written.
|
ZILLOW GROUP, INC. |
|
/s/ Kathleen Philips |
Name: Kathleen Philips Title: Chief Operating
Officer |
|
ZILLOW, INC. |
|
/s/ Kathleen Philips |
Name: Kathleen Philips Title: Chief Operating
Officer |
|
/s/ Lloyd D. Frink |
Lloyd D. Frink |
12
EXHIBIT A
NONCOMPETITION AGREEMENT
Attached.
ZILLOW, INC.
Confidential Information, Inventions,
Nonsolicitation and Noncompetition Agreement
Effective as of the first date of my employment, and in consideration of my employment as an employee with Zillow, Inc., a Washington
corporation (the Company), the commencement of payment of a salary to me by the Company, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree as follows:
A. Section 1. Definitions
1.1
Competing Business means any Internet-based residential real estate business whose efforts are in competition with the efforts of the Company. A Competing Business includes any Internet-based residential real
estate business whose efforts involve any research and development, products or services in competition with products or services which are, during and at the end of the Term, either (a) produced, marketed or otherwise commercially exploited by
the Company or (b) in actual or demonstrably anticipated research or development by the Company.
1.2 Confidential
Information means any information that (a) relates to the business of the Company, (b) is not generally available to the public, and (c) is conceived, compiled, developed, discovered or received by, or made
available to, me during the Term, whether solely or jointly with others, and whether or not while engaged in performing work for the Company. Confidential Information includes information, both written and oral, relating to Inventions, trade secrets
and other proprietary information, technical data, products, services, finances, business plans, marketing plans, legal affairs, suppliers, clients, prospects, opportunities, contracts or assets of the Company. Confidential Information also includes
any information which has been made available to the Company by or with respect to third parties and which the Company is obligated to keep confidential.
1.3 Invention means any product, device, technique, know-how, computer program, algorithm, method,
process, procedure, improvement, discovery or invention, whether or not patentable or copyrightable and whether or not reduced to practice, that (a) is within the scope of the Companys business, research or investigations or results from
or is suggested by any work performed by me for the Company and (b) is created, conceived, reduced to practice, developed, discovered, invented or made by me during the Term, whether solely or jointly with others.
1.4 Material means any product, prototype, model, document, diskette, tape, picture, design, recording,
writing or other tangible item which contains or manifests, whether in printed, handwritten, coded, magnetic or other form, any Confidential Information, Invention or Proprietary Right.
CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
1.5 Person means any individual, corporation, partnership,
trust, association, governmental authority, educational institution or other entity.
1.6 Proprietary
Right means any patent, copyright, trade secret, trademark, trade name, service mark, maskwork or other protected intellectual property right in any Confidential Information or Invention, or otherwise relating to the business of the
Company or the Companys actual or demonstrably anticipated research or development.
1.7 Term means
the term of my employment as an officer of the Company.
B. Section 2. Ownership and Use
2.1 The Company will be the exclusive owner of all Confidential Information, Inventions, Materials and Proprietary Rights. To the extent
applicable, all Materials will constitute works for hire under applicable copyright laws.
2.2 I assign and transfer,
and agree to assign and transfer, to the Company all rights and ownership that I have or will have in Confidential Information, Inventions, Materials and Proprietary Rights, subject to the limitations set forth in Section 2.5 and in the notice
below. Further, I waive any moral rights that I may have in any Confidential Information, Inventions, Materials and Proprietary Rights. I will take such action (including signature and assistance in preparation of documents or the giving of
testimony) as may be requested by the Company to evidence, transfer, vest or confirm the Companys rights and ownership in Confidential Information, Inventions, Materials and Proprietary Rights. I agree to keep and maintain adequate and current
written records of all Inventions and Proprietary Rights during the Term. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole
property of the Company at all times. I will not contest the validity of any Proprietary Right, or aid or encourage any third party to contest the validity of any Proprietary Right of the Company.
If the Company is unable for any reason to secure my signature to fulfill the intent of the foregoing paragraph or to apply for or to pursue
any application for any United States or foreign patents or copyright registrations covering Inventions assigned to the Company above, then I irrevocably appoint the Company and its authorized agents as my agent and attorney in fact, to transfer,
vest or confirm the Companys rights and to execute and file any such applications and to do all other lawful acts to further the prosecution and issuance of letters patent or copyright registrations with the same legal force as if done by me.
2.3 Except as required for performance of my work for the Company or as authorized in writing by the Company, I will not
(a) use, disclose, publish or distribute any Confidential Information, Inventions, Materials or Proprietary Rights or (b) remove any Materials from the Companys premises.
CONFIDENTIAL
INFORMATION, INVENTIONS,
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AGREEMENT
-2-
2.4 I will promptly disclose to the Company all Confidential Information, Inventions,
Materials or Proprietary Rights, as well as any business opportunity which comes to my attention during the Term and which relates to the business of the Company. I will not take advantage of or divert any such opportunity for the benefit of myself
or anyone else either during or after the Term without the prior written consent of the Company.
2.5 Exhibit A is a list describing
all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to the Term (collectively referred to as Prior Inventions), which belong to me, which relate to the
Companys current or proposed business, products or research and development, and which are not assigned to the Company; or, if no such list is attached, I represent that there are no such Prior Inventions. If, during the Term, I incorporate
into a Company product, process, service or machine a Prior Invention owned by me or in which I have an interest, the Company is granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made,
modify, use and sell such Prior Invention as part of or in connection with such product, process, service or machine.
NOTICE: Notwithstanding any other provision of this Agreement to the contrary, this Agreement does not obligate me to assign or
offer to assign to the Company any of my rights in an invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on my own time, unless (a) the invention relates
(i) directly to the business of the Company or (ii) to the Companys actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by me for the Company. This satisfies the
written notice and other requirements of RCW 49.44.140.
2.6 The Company acknowledges that I may advise or invest in other
enterprises, which are not Competing Businesses, and that I may contribute to such enterprises intellectual property that does not constitute Proprietary Rights of the Company, e.g. intellectual property that is not related to the business of the
Company or the Companys actual or demonstrably anticipated research or development. My activities for such enterprises may occur on Company premises, during work hours, and using Company resources.
C. Section 3. Further Obligations
3.1 During the Term, I will not, directly or indirectly, engage in, be employed by, perform services for or otherwise participate in any
Competing Business.
3.2 My execution, delivery and performance of this Agreement and the performance of my other obligations and
duties to the Company will not cause any breach, default or violation of any other employment, nondisclosure, confidentiality, consulting or other agreement to which I am a party or by which I may be bound. Attached as Exhibit B is a list of all
prior agreements now in effect under which I have agreed to keep information confidential or not to compete or solicit employees of any Person.
CONFIDENTIAL
INFORMATION, INVENTIONS,
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AGREEMENT
-3-
3.3 I will not use in performance of my work for the Company or disclose to the Company
any trade secret, confidential or proprietary information of any prior employer or other Person if and to the extent that such use or disclosure may cause a breach, default or violation of any obligation or duty that I owe to such other Person
(e.g., under any agreement or applicable law). My compliance with this paragraph will not prohibit, restrict or impair the performance of my work, obligations and duties to the Company.
D. Section 4. Noncompetition and Nonsolicitation
4.1 During the Term and for one year after the end of the Term, I will not induce, or attempt to induce, any employee or independent
contractor of the Company to cease such employment or relationship to engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly,
any business other than the Company.
4.2 During the Term and for one year after the end of the Term, I agree (except on behalf of
or with the prior written consent of the Company) that I will not, directly or indirectly (a) solicit, divert, appropriate to or accept on behalf of any Competing Business, or (b) attempt to solicit, divert, appropriate to or accept on
behalf of any Competing Business, any business from any customer or actively sought prospective customer of the Company with whom I have dealt, whose dealings with the Company have been supervised by me or about whom I have acquired Confidential
Information in the course of my employment.
4.3 During the Term and for one year after the end of the Term, I will not engage in,
be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any Competing Business. For purposes of this paragraph, I will not be considered
to be connected with any Competing Business solely on account of: my ownership of less than five percent of the outstanding capital stock or other equity interests in any Person carrying on the Competing Business. I agree that this restriction is
reasonable, but further agree that should a court exercising jurisdiction with respect to this Agreement find any such restriction invalid or unenforceable due to unreasonableness, either in period of time, geographical area, or otherwise, then in
that event, such restriction is to be interpreted and enforced to the maximum extent which such court deems reasonable. The Company, in its sole discretion, may determine to waive the noncompetition provisions of this Section 4.3. Any such
waiver shall not constitute a waiver of any noncompetition or forfeiture provisions of any other agreement between the Company and me.
E.
Section 5. Termination of Relationship
5.1 I hereby authorize and specifically agree to allow the Company to deduct from
my wages the value of any property (including equipment, goods, or other items provided to me by the Company during my employment) which I fail to return when requested to do so by the Company, provided that such deduction (a) does not exceed
the cost of the item, (b) does not reduce my wages below minimum wage or overtime compensation below time and a half, (c) is not made for normal wear and tear on or nonwillful loss or breakage of the provided item(s), and (d) is
accompanied with a list of all items for which deductions are being made.
CONFIDENTIAL
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5.2 I agree that at the end of the Term I will deliver to the Company (and will not keep
in my possession, re-create or deliver to anyone else) any and all Materials and other property belonging to the Company, its successors or assigns. I agree to sign and deliver the Termination Certification attached as
Exhibit C.
5.3 At the end of the Term, I agree to provide the name of my new employer, if any, and consent to notification by the
Company to my new employer about my rights and obligations under this Agreement in the form of Exhibit D.
F. Section 6. Employment At Will
I agree that my employment is at will which means that it can be terminated at any time by the Company or by me, with or
without cause and with or without notice. I agree that any promise or obligation that my employment be on any other basis than at will is invalid unless in writing signed by the Chief Executive Officer of the Company and authorized by
the Companys board of directors. I agree to abide by the Companys rules, regulations, policies and practices as revised from time to time.
G. Section 7. Miscellaneous
7.1
Survival. This Agreement will survive the end of the Term.
7.2 Injunctive Relief; Costs. I acknowledge that my
obligations under this Agreement are important to the Company, and that the Company would not employ or continue to employ me without my agreement to such obligations. I also acknowledge that if I do not abide by my obligations in this Agreement,
the Company will suffer immediate and irreparable harm, and that the damage to the Company will be difficult to measure and financial relief will be incomplete. Accordingly, the Company will be entitled to injunctive relief and other equitable
remedies in the event of a breach by me of any obligation under this Agreement. The rights and remedies of the Company under this section are in addition to all other remedies. Further, in any legal action or other proceeding in connection with this
Agreement (e.g., to recover damages or other relief), the prevailing party will be entitled to recover its reasonable attorneys fees and other costs incurred.
7.3 Severability. This Agreement will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of
this Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original
intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement or any other agreement between the Company and me.
7.5 Governing Law; Jurisdiction; Venue. This Agreement will be governed by the laws of the state of Washington without regard to
principles of conflicts of law. I irrevocably consent to the jurisdiction and venue of the state and federal courts located in King County, Washington in connection with any action relating to this Agreement. I will not bring any action relating to
this Agreement in any other court.
CONFIDENTIAL
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-5-
7.5 Amendments. Neither this Agreement nor any provision may be amended except by
written agreement signed by the parties.
7.6 Waivers. No waiver of any breach shall be considered valid unless in writing,
and no waiver shall be a waiver of any subsequent breach.
7.7 Acknowledgment. I have carefully read all of the provisions of this
Agreement and agree that (a) the same are necessary for the reasonable and proper protection of the Companys business, (b) the Company has been induced to enter into and/or continue its relationship with me in reliance upon my
compliance with the provisions of this Agreement, (c) every provision of this Agreement is reasonable with respect to its scope and duration, (d) I have executed this Agreement without duress or coercion from any source, and (e) I
have received a copy of this Agreement.
This Agreement is executed as of 10-19, 2005.
|
/s/ Lloyd Frink |
Signature |
Lloyd Frink |
FULL NAME (print or type) |
|
|
|
ACCEPTED: |
|
ZILLOW, INC. |
|
|
By |
|
Richard N. Barton |
Its |
|
Chairman and Chief Executive Officer |
CONFIDENTIAL
INFORMATION, INVENTIONS,
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AGREEMENT
-6-
EXHIBIT A
LIST OF PRIOR INVENTIONS AND
ORIGINAL WORKS OF AUTHORSHIP
|
|
|
|
|
Title |
|
Date |
|
Identifying Number
or Brief Description |
|
|
|
|
|
þ No inventions or improvements
¨ Additional Sheets Attached
|
|
|
Signature of Employee: |
|
/s/ Lloyd Frink |
Print Name of Employee: |
|
Lloyd Frink |
|
|
Date: |
|
10-19-05 |
CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
EXHIBIT B
The following is a list of all prior agreements with former employers or others to which I am a party in which I agreed to maintain the
confidentiality of the information of, or not to compete with or solicit the employees or customers of a third party.
¨ No Agreements
x See below
¨ Additional sheets attached
Expedia/IAC nondisclosure and nonsolicitation agreement
|
|
|
Signature of Employee: |
|
/s/ Lloyd Frink |
Print Name of Employee: |
|
10-19-05 - Lloyd Frink |
|
|
Date: |
|
10-19-05 |
CONFIDENTIAL
INFORMATION, INVENTIONS,
NONSOLICITATION AND NONCOMPETITION
AGREEMENT
Exhibit 99.1
Zillow Group Announces Stock Dividend, Creation of Class C Shares
SEATTLE, July 21 , 2015 Zillow® Group (NASDAQ: Z), which houses a portfolio of the largest and
most vibrant real estate and home-related brands on mobile and Web, today announced its Board of Directors has unanimously approved a stock dividend of non-voting Class C capital stock.
On August 14, 2015, all shareholders of record of Zillow Groups Class A and Class B common stock as of 5:00 p.m. E.D.T. on July 31, 2015, the record
date of the dividend, will receive a dividend of two shares of Class C capital stock for each share of Class A and Class B common stock held by them as of the record date.
The issuance of Class C capital stock is an extension of Zillow Groups dual-class structure, whereby Zillow Groups co-founders Rich Barton and
Lloyd Frink hold Class B shares. The Class C dividend enables the company to continue its focus on long-term growth and innovation, while maintaining the flexibility to issue additional stock for strategic business decisions and to retain and
attract the best employees.
Our Board approved this stock split to ensure we can continue to make the best decisions for the companys
long-term growth, said Spencer Rascoff, CEO of Zillow Group. Our Board, management, and the shareholders who have chosen to invest in Zillow, view the company in terms of decades, not quarters or years. And we are in the very early days
of a massive opportunity in front of us.
Application to the Nasdaq Stock Market has been made to list the Class C capital stock. Following the
issuance date of the dividend, Zillow Group expects the Class C capital stock will trade under the ticker symbol Z and the Class A common stock will trade under the ticker symbol ZG.
Additional Details on Stock Dividend
The shareholders of
Zillow, Inc. and the stockholders of Trulia, Inc., on December 18, 2014, approved the authorization of the Class C capital stock in Zillow Groups amended and restated articles of incorporation. The Class C capital stock is a non-voting class
of capital stock that shares equally with the Class A common stock and Class B common stock with respect to all economic benefits.
The board of directors
approved the dividend in order to create a liquid trading market in the Class C capital stock. Issuance of the Class C capital stock dividend is intended to provide Zillow Group with the flexibility to use the Class C capital stock for a variety of
purposes, including to contribute to equity incentive plans used to attract new talent and retain and motivate employees, raise equity capital and make strategic acquisitions, without diluting the relative voting interests of holders of Zillow
Groups Class A common stock and Class B common stock. Additional details regarding the Class C capital stock were outlined in the joint proxy statement/prospectus included in Zillow Groups registration statement on Form S-4, as amended,
filed with the Securities and Exchange Commission in connection with Zillows acquisition of Trulia and declared effective by the SEC on November 17, 2014.
In connection with declaring the dividend, the board of directors, on the recommendation of the special committee, required that the companys founders,
Richard Barton, the Executive Chairman of Zillow Group and Lloyd Frink, the Vice Chairman of Zillow Group, enter into transfer restriction agreements and non-competition agreement amendments. Beginning on the date on which they no longer serve on
the Zillow Group board of directors, the agreements will require Mr. Barton, Mr. Frink and their affiliates to transfer at least one share of Class B common stock for each two shares of Class C capital stock transferred. The agreements also extend
the duration of Messrs. Bartons and Frinks existing non-competition obligations from one to three years following termination of service with Zillow Group or any of its subsidiaries. The special committee engaged Guggenheim Securities,
as its financial advisor to assist in the evaluation of a dividend of Class C capital stock from a financial and capital markets perspective.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that involve risks and uncertainties, including, without limitation, statements regarding our planned dividend of shares of Class C capital stock. Statements containing words such as may, believe,
anticipate, expect, intend, plan, project, will, or similar expressions constitute forward-looking statements. Differences in actual events from those described in these
forward-looking statements may result from actions taken by Zillow Group as well as from risks and uncertainties beyond Zillow Groups control. Factors that may contribute to such differences include, among others, the timing of the dividend.
For more information about potential factors that could affect the planned dividend of shares of Class C capital stock, please review the Risk Factors described in Zillow Group, Inc.s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2015 filed with the Securities and Exchange Commission, or SEC, and in Zillow Groups other filings with the SEC. Except as may be required by law, Zillow Group does not intend, and undertakes no duty, to update this
information to reflect future events or circumstances.
About Zillow Group
Zillow Group (Nasdaq:Z) houses a portfolio of the largest real estate and home-related brands on mobile and Web. The companys brands focus on all stages
of the home lifecycle: renting, buying, selling, financing and home improvement. Zillow Group is committed to empowering consumers with unparalleled data, inspiration and knowledge around homes, and connecting them with the right local professionals
to help. The Zillow Group portfolio of consumer brands includes real estate and rental marketplaces Zillow®, Trulia®, StreetEasy® and HotPads®. In addition, Zillow Group works with tens of thousands of real estate agents, lenders and rental professionals, helping
maximize business opportunities and connect to millions of consumers. The company operates a number of business brands for real estate, rental and mortgage professionals, including Postlets®,
Mortech®, Diverse Solutions®, Market Leader® and Retsly. The company is headquartered in Seattle.
Please visit http://investors.zillowgroup.com,
www.zillowgroup.com/ir-blog, and www.twitter.com/zillowgroup, where Zillow Group discloses information about the company, its financial information, and its business which may be deemed material.
The Zillow Group logo is available at http://zillowgroup.mediaroom.com/logos-photos.
Zillow, Postlets, Mortech, Diverse Solutions, StreetEasy, and HotPads are registered trademarks of Zillow, Inc. Retsly is a trademark of Zillow, Inc. Trulia
is a registered trademark of Trulia, Inc. Market Leader is a registered trademark of Market Leader, Inc.
CONTACT:
Raymond Jones
Investor Relations
206-470-7137
ir@zillow.com
Jill Simmons
Public Relations
206-757-2785
press@zillow.com
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