Current Report Filing (8-k)

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) May 5, 2023

Ziff Davis, Inc.

(Exact name of registrant as specified in its charter)

Delaware

0-25965

47-1053457

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

114 5th Avenue, 15th Floor

New York, New York 10011

(Address of principal executive offices)

(212) 503-3500

(Registrant's 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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	ZD	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On May 9, 2023, Ziff Davis, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its preliminary unaudited financial results for the first quarter ended March 31, 2023 and reaffirming its financial guidance for fiscal year 2023.

A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 5, 2023, the Board of Directors of the Company approved the Company's Sixth Amended and Restated Bylaws. The Sixth Amended and Restated Bylaws include revisions to reflect the SEC’s universal proxy rule, including requiring a stockholder that provides notice of its intent to nominate an individual to the Board pursuant to those rules to comply with all requirements of those rules; revisions to enhance the procedural mechanics and disclosure requirements in connection with a stockholder’s request to call a special meeting or nominate directors; additional revisions for consistency between provisions and to modernize the Company’s practices; and certain non-substantive changes and other technical edits.

The foregoing description of the amended and restated bylaws is subject to, and qualified in its entirety by, the Sixth Amended and Restated Bylaws, which are filed as Exhibit 3.2 hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

(a) On May 5, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual format.

(b) Below are the voting results for the matters submitted to the Company’s stockholders for a vote at the Annual Meeting:

(1) The election of the following six director nominees to serve for the ensuing year and until their successors are elected and qualified. All nominees were elected as directors with the following vote:


Nominee	For	Against	Abstain	Broker Non-Votes
Vivek Shah	43,341,352	276,991	20,393	1,332,764
Sarah Fay	38,426,199	5,192,306	20,231	1,332,764
Trace Harris	43,291,989	326,016	20,731	1,332,764
W. Brian Kretzmer	41,422,819	2,194,448	21,469	1,332,764
Jonathan F. Miller	43,139,029	478,522	21,185	1,332,764
Scott C. Taylor	40,930,703	2,687,334	20,699	1,332,764

(2) A proposal to ratify the appointment of KPMG LLP to serve as the Company’s independent auditors for fiscal year 2023. This proposal was approved with the following vote:


For			44,902,353
Against			51,809
Abstain			17,338
Broker Non-Votes			N/A

(3) A proposal to approve, in an advisory vote, the compensation of the named executive officers. This proposal was approved with the following vote:


For			35,212,540
Against			8,388,507
Abstain			37,689
Broker Non-Votes			1,332,764

(4) A proposal to approve, in advisory note, the frequency of future advisory votes on the compensation of the named executive officers. The proposal was approved for 1 year with the following vote, and in accordance with the voting results on this

proposal the Company will hold a vote on the compensation of its named executive officers every year until the next say-on-frequency vote:


1 Year	2 Years	3 Years	Abstain	Broker Non-Votes
42,649,205	3,439	965,395	20,697	1,332,764

Item 7.01 Regulation FD Disclosure.

On May 10, 2023, at 8:30 a.m. Eastern Time, the Company will host its first quarter 2023 earnings conference call and Webcast. Via the Webcast, the Company will present portions of its May 2023 Investor Presentation, which contains a summary of the Company’s preliminary unaudited financial results for the fiscal quarter ended March 31, 2023, financial estimates for fiscal year 2023, and certain other financial and operating information regarding the Company. A copy of this presentation is furnished as Exhibit 99.2 to this Form 8-K.

NOTE: The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description
3.2						Sixth Amended and Restated Bylaws
99.1						Press Release dated May 9, 2023
99.2						May 202 3 Investor Presentation
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are subject to numerous assumptions, risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements are based on management’s expectations or beliefs as of May 9, 2023. Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors, many of which are beyond the Company’s control and are described in the Company’s Annual Report on Form 10-K filed by the Company on March 1, 2023 with the Securities and Exchange Commission (the “SEC”) and the other reports the Company files from time to time with the SEC. The Company undertakes no obligation to revise or publicly release any updates to such statements based on future information or actual results.

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.