Ziff Davis (ZD) Proxy Filing summary

Executive summary

• Returned to revenue growth in 2024, generating $1.4B in revenue, $63M net income, and $390M cash from operations, with $280M in free cash flow and strong capital allocation including $225M in acquisitions, $185M in share repurchases, and $135M in debt paydown.

• Acquired CNET, launched 31 new AI-enabled products, and maintained $664M in cash and investments at year-end.

• Board strengthened with new appointments, including Neville Ray and Jana Barsten, and continued focus on ESG, DEI, and employee development.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, ratify KPMG LLP as independent auditor for 2025, and provide an advisory vote on executive compensation.

• Stockholder proposals and nominations for the 2026 annual meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• Board consists of eight nominees with diverse backgrounds in technology, media, finance, and governance.

• Three standing committees: Audit, Compensation, and ESG, all composed solely of independent directors.

• Board held seven meetings in 2024; all directors attended at least 75% of meetings.

• Corporate governance principles and code of ethics are in place, with separation of CEO and Chair roles.