Form 8-K - Current report

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 15, 2024

ZoomInfo Technologies Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39310	87-3037521
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

805 Broadway Street, Suite 900, Vancouver, Washington 98660

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (800) 914-1220

Not applicable

(Former name or former address, if changed since last report.)

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:

☐ 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	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ZI	The 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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

ZoomInfo Technologies Inc. (“ZoomInfo”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 15, 2024. The matters voted upon at the Annual Meeting and the final voting results were as stated below. Holders of the shares of ZoomInfo’s common stock were entitled to one vote per share held as of the close of business on March 18, 2024 (the “Record Date”). The proposals related to each matter are described in detail in ZoomInfo's definitive proxy statement for the Annual Meeting filed on March 29, 2024.

Proposal No. 1 - Election of Directors

The following nominees were each elected to serve as Class I director for a three-year term expiring at the 2027 annual meeting of stockholders or until his successor has been duly elected and qualified. The voting results were as follows:


Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Henry Schuck	239,765,395	74,407,057	30,668,811
Keith Enright	209,912,569	104,259,883	30,668,811

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

The appointment of KPMG LLP as the independent registered public accounting firm for ZoomInfo for 2024 was ratified. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
344,390,485	308,587	142,191	N/A

Proposal No. 3 – Advisory, non-binding vote on the compensation of ZoomInfo’s named executive officers

ZoomInfo’s stockholders approved, on a non-binding, advisory basis, the compensation of ZoomInfo’s named executive officers. The voting results were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
278,555,351	33,965,791	1,651,310	30,668,811

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.

ZoomInfo Technologies Inc.

Date: May 17, 2024

By: /s/ P. Cameron Hyzer

Name: P. Cameron Hyzer

Title: Chief Financial Officer

Cover Page	May 15, 2024
Cover [Abstract]
Document Period End Date	May 15, 2024
Document Type	8-K
Entity Registrant Name	ZoomInfo Technologies Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39310
Entity Tax Identification Number	87-3037521
Entity Address, Address Line One	805 Broadway Street
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Vancouver
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98660
City Area Code	800
Local Phone Number	914-1220
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ZI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001794515
Amendment Flag	false