ZETA Zeta Global Holdings Corp

 

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): June 18, 2024

 

 

ZETA GLOBAL HOLDINGS CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40464	80-0814458
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3 Park Ave, 33rd Floor
New York, New York				10016
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 967-5055

 

N/A

(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:

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		ZETA		The New York Stock Exchange

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. ☐

 

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

On June 18, 2024, Zeta Global Holdings Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following four proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024. The final voting results for each proposal are set forth below.

 

Proposal 1 - Election of Directors

 

The Company’s stockholders elected each of the following nominees to serve as Class III directors of the Company’s Board of Directors until the 2027 Annual Meeting of Stockholders and until their respective successor is elected and qualified or until their earlier death, resignation or removal by the following votes:

 

Nominee		For		Withheld		Broker Non-Votes
David Steinberg		385,763,423		31,447,995		20,916,090
John Sculley		369,365,834		47,845,584		20,916,090
Imran Khan		416,379,811		831,607		20,916,090

 

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

 

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 by the following votes:

 

For		Against		Abstain
437,900,342		54,157		173,009

 

Proposal 3 - Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers

 

The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers by the following votes:

 

For		Against		Abstain		Broker Non-Votes
352,583,491		64,176,206		451,721		20,916,090

 

Proposal 4 - Approval, on an Advisory (Non-Binding) Basis, of the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

 

The Company’s stockholders approved, on an advisory (non-binding) basis, “one year” as the frequency of future advisory votes on the compensation of the Company’s named executive officers based on the following votes:

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
414,456,256		40,245		2,035,504		679,413		20,916,090

 

In light of the outcome of our advisory vote on the frequency of future advisory say-on-pay votes, the Board of Directors has determined that the Company will hold an annual say-on-pay vote until the next required vote on the frequency of future stockholder votes on executive compensation, as required by law.

Item 7.01 Regulation FD Disclosure.

On June 18, 2024, the Company issued a press release announcing the election of Mr. Khan to the Board as a Class III director. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated June 18, 2024
104		Cover Page Interactive Data File (formatted in Inline XBRL)

 

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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.

			Zeta Global Holdings Corp.
Date:	June 18, 2024	By:	/s/ Christopher Greiner
			Christopher Greiner Chief Financial Officer

 

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ZETA Announces Election of Imran Khan, An Accomplished Technology Leader, Entrepreneur and Investor, to Board of Directors

 

NEW YORK, NY, June 18, 2024 – Zeta Global (NYSE: ZETA), the AI-Powered Marketing Cloud, today announced that Imran Khan, currently Chief Investment Officer of Proem Asset Management and prominent technology leader, entrepreneur and investor, was elected to the Zeta Global Holdings Corp. Board of Directors as a Class III director at its 2024 annual meeting of stockholders. The addition of Mr. Khan expands Zeta’s board to eight directors and enhances the Company’s governance as it enters its fourth year listed on the NYSE. Mr. Khan will support Zeta’s long-term growth plan as the Company continues its commitment to help enterprises thrive in a rapidly changing digital ecosystem.

Mr. Khan is the founder of Proem Asset Management, an investment firm that focuses on the technology space, and has served as its Chief Investment Officer since 2019. Additionally, he co-founded and is currently Chairman of Verishop, an ecommerce enablement company that empowers independent and emerging brands. He is also a member of the board of directors at Dave Inc.

Prior to co-founding Proem Asset Management, he served as Snap Inc.’s Chief Strategy Officer, where he helped lead the company to IPO, as well as build up its operation and sales, expand business partnerships and manage overall corporate strategy. Before joining Snap Inc. in 2015, he was the head of global internet investment banking at Credit Suisse, where he had a leading role on the $25 billion ecommerce giant Alibaba’s IPO, the largest share sale ever. He also worked on the IPOs of Groupon, GoDaddy and Box. Prior to joining Credit Suisse, he was Managing Director and Head of Global Internet Research at JPMorgan Chase.

“Imran has an illustrious career as a highly accomplished technology leader, entrepreneur and investor and we’re thrilled to welcome him to our Board of Directors,” said David A. Steinberg, Zeta’s Co-Founder, Chairman and CEO. “His extensive financial expertise and deep investment experience and acumen bring invaluable perspectives to Zeta as we navigate a dynamic market landscape and pursue strategic growth opportunities. With his guidance, we’re positioned to optimize our investment strategies, drive sustainable success and enhance shareholder value.”

“I’m honored to join the board of a visionary company like Zeta, which has a steadfast commitment to innovation to further its goal of becoming a defining company of the AI era,” said Mr. Khan. “I’m excited to contribute my strategic expertise and investment experience to Zeta as we work together in the next phase of the company’s growth, setting new benchmarks for success in the AI-powered landscape.”

 

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About Zeta

Zeta Global (NYSE: ZETA) is the AI-Powered Marketing Cloud that leverages advanced artificial intelligence (AI) and trillions of consumer signals to make it easier for marketers to acquire, grow, and retain customers more efficiently. Through the Zeta Marketing Platform (ZMP), our vision is to make sophisticated marketing simple by unifying identity, intelligence, and omnichannel activation into a single platform – powered by one of the industry’s largest proprietary databases and AI. Our enterprise customers across multiple verticals are empowered to personalize experiences with consumers at an individual level across every channel, delivering better results for marketing programs. Zeta was founded in 2007 by David A. Steinberg and John Sculley and is headquartered in New York City with offices around the world. To learn more, go to www.zetaglobal.com.

 

Investor Relations Press
Scott Schmitz James A. Pearson
ir@zetaglobal.com press@zetaglobal.com

 

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v3.24.1.1.u2

Document And Entity Information	Jun. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 18, 2024
Entity Registrant Name	ZETA GLOBAL HOLDINGS CORP.
Entity Central Index Key	0001851003
Entity Emerging Growth Company	false
Entity File Number	001-40464
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0814458
Entity Address, Address Line One	3 Park Ave, 33rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	967-5055
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.001 per share
Trading Symbol	ZETA
Security Exchange Name	NYSE

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