Zeta Global (ZETA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on June 16, 2026, to elect three Class II directors, ratify the appointment of Deloitte & Touche LLP as auditor, and approve executive compensation on an advisory basis.

• Holders of Class A and Class B stock as of April 17, 2026, are entitled to vote, with Class B shares carrying 10 votes each and Class A shares one vote each.

• The Board recommends voting FOR all director nominees, auditor ratification, and executive compensation approval.

Voting matters and shareholder proposals

• Proposals include electing William Landman, Robert Niehaus, and Jeanine Silberblatt as Class II directors until 2029, ratifying Deloitte & Touche LLP as auditor for 2026, and approving executive compensation on a non-binding basis.

• Shareholders may submit proposals for the 2027 meeting by December 25, 2026, and must comply with bylaw requirements for nominations and other business.

• Voting can be done online, by phone, mail, or in person at the meeting.

Board of directors and corporate governance

• The Board consists of seven members, with staggered three-year terms across three classes.

• Six directors are independent under NYSE rules; the Board holds regular executive sessions and has a Lead Independent Director.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with written charters and independent members.

• The Board evaluates director candidates based on integrity, experience, diversity, and independence.