Ziff Davis Virtual Annual Meeting: Shareholders Re-Elect Directors, Approve KPMG and Pay Package

Key Points

• Shareholders re-elected all eight directors nominated (Vivek Shah, Sarah Fay, Jana Barsten, Trace Harris, W. Brian Kretzmer, Kirk McDonald, Neville Ray, and Scott C. Taylor) with a majority of votes cast.
• Stockholders ratified KPMG LLP as Ziff Davis’s independent registered public accounting firm for fiscal 2026.
• The advisory vote on named executive officer compensation was approved; the company will validate votes and disclose final totals in a Form 8-K within four business days.

Ziff Davis NASDAQ: ZD held its 2026 annual meeting of stockholders in a virtual format on Wednesday, May 6, 2026, with Executive Vice President, General Counsel, and Secretary Jeremy Rossen presiding as chair and secretary of the meeting.

Rossen said the meeting was recorded and conducted pursuant to notice first mailed “on or around March 26th, 2026” to stockholders of record as of March 13, 2026. He added that Vivek Shah, Bret Richter, and all members of the board of directors were in attendance.

Meeting logistics and quorum

Rossen reviewed voting procedures for stockholders, including how to cast ballots through the virtual platform and how previously submitted proxies would be handled. He also outlined the rules for submitting questions, noting that only validated stockholders could submit questions through the portal and asking participants to limit themselves to one question.

The board appointed Broadridge Financial Solutions as inspector of elections, with Christel Pauli serving in that role. Based on the inspector’s information, Rossen stated that a quorum was present and the meeting was “duly and legally convened and ready to transact business.”

Proposals put to a vote

Stockholders were asked to vote on three proposals described in the company’s proxy materials:

• Election of eight directors to serve for the ensuing year and until successors are elected and qualified.
• Ratification of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026.
• Advisory approval of executive compensation for the company’s named executive officers.

For the director election, the nominees presented were Vivek Shah, Sarah Fay, Jana Barsten, Trace Harris, W. Brian Kretzmer, Kirk McDonald, Neville Ray, and Scott C. Taylor. Motions were made and seconded on each of the three proposals.

Preliminary voting results

Rossen opened the polls at approximately 9:35 a.m. Eastern and then declared voting closed at approximately the same time, directing stockholders using the web portal to submit their votes for tabulation.

Based on proxies received in advance of the meeting and preliminary voting information, the operator reported that all three proposals passed.

For Proposal 1, the operator stated that directors are elected by a majority of votes cast, and “as each nominee has received the affirmative vote of the majority of votes cast,” the proposal carried and “each nominee has been duly elected.”

For Proposal 2, ratifying KPMG LLP, the operator said the measure required the affirmative vote of a majority of shares present or represented by proxy and entitled to vote. The operator reported that the proposal received the necessary support and was carried.

For Proposal 3, the advisory vote on named executive officer compensation, the operator likewise said the proposal required the affirmative vote of a majority of shares present or represented by proxy and entitled to vote. The operator reported that the proposal was approved.

Next steps and adjournment

Rossen cautioned that votes submitted during the meeting still needed to be validated by the inspector of elections. He said the company would announce final vote totals in a Form 8-K filing with the U.S. Securities and Exchange Commission within four business days.

After the formal business concluded, the company opened a Q&A period, but Rossen noted there were no questions. The meeting was then adjourned.

About Ziff Davis NASDAQ: ZD

Ziff Davis, Inc is a digital media and internet company that operates a diverse portfolio of online brands, subscription-based services and performance marketing platforms. The company specializes in technology publishing and digital marketing solutions, offering content, reviews and insights tailored to consumer and enterprise audiences. Ziff Davis's flagship media properties include PCMag, which provides expert reviews and comparisons of consumer electronics and software, as well as IGN, a leading destination for gaming news, reviews and entertainment coverage.

Founded in 1927 by William B.

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