ZipRecruiter (ZIP) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 9, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Holders of Class A and Class B common stock as of April 16, 2026, are eligible to vote, with Class B shares carrying 20 votes each.

• The proxy statement includes forward-looking statements regarding financial condition, operations, and risk factors.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors (Brie Carere and Mike Gupta), ratifying PricewaterhouseCoopers LLP as auditor, and an advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2027 meeting by December 25, 2026, and must comply with universal proxy rules.

Board of directors and corporate governance

• Board consists of seven members, divided into three staggered classes.

• Six of seven directors are independent under NYSE rules.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Lead independent director role is held by Cipora Herman.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.