CoStar Group (CSGP) Proxy filing summary

Executive summary

• Supplemental proxy materials address Proposal 3: a non-binding advisory vote on executive compensation, with a focus on recent enhancements and stockholder engagement.

• Forward-looking statements are included, referencing potential risks and future performance factors.

Voting matters and shareholder proposals

• Proposal 3 seeks stockholder approval, on an advisory basis, of named executive officer compensation.

Board of directors and corporate governance

• Board nominees bring expertise in finance, real estate, technology, and governance, with recent additions enhancing diversity and skills.

• 50% of directors are women, 88% are independent, and all have C-suite experience.

• Three independent directors were added since 2023, two designated by activist stockholders; a new independent Board Chair was appointed.

• Board refreshment and skills matrix emphasize public company governance, risk management, and sustainability.