Not independent
Tenure on this board
27.9 yrs
8 nominees · 4 ballot items.
Election of eight directors; Ratification of Ernst & Young LLP as independent auditor; Advisory approval of executive compensation (say-on-pay); Approval of the CoStar Group, Inc. 2026 Employee Stock Purchase Plan; and transacting any other business properly presented.
Elect eight nominees to the Board to serve one-year terms expiring at the 2027 Annual Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent auditor for 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed. Management seeks support to affirm the Compensation Committee’s redesigned 2026 program emphasizing pay-for-performance, increased rigor, and alignment with stockholder feedback. The Company details substantial changes implemented for 2026—greater weighting on PSUs, elimination of options and short-term performance RSAs, increased objective metrics, higher rTSR targets, symmetrical performance slopes, enhanced clawbacks and higher CEO ownership requirements—aimed at stronger alignment with long-term stockholder value. The Board recommends a vote FOR, stating that the program is effective and responsive to investor concerns; the Compensation Committee describes extensive stockholder engagement following the 2025 say-on-pay result and highlights program modifications intended to address criticisms about goal rigor and transparency. The proposal is non-binding, so while the board will consider the vote results, it does not compel changes. The context includes prior lower say-on-pay support in 2025 (~53%) and material program revisions for 2026 to address governance and compensation alignment concerns.
Approve the Company’s 2026 ESPP, authorizing 2.5 million shares for purchase by employees through payroll deductions with 85% purchase price of lower of offering or purchase date FMV.
The Board asks stockholders to approve a 2026 Employee Stock Purchase Plan reserving 2.5 million shares (about 0.61% of outstanding shares at adoption) to enable employees to purchase shares via payroll deductions, typically at 85% of the lower of the offering period start or purchase date fair market value. Management argues the ESPP is an effective retention and alignment tool. The plan contains both a Section 423 (tax-qualified) component and a Non-Section 423 component to permit flexibility outside the US. The proposal is routine for equity plan approvals but has dilution and accounting implications; the Board recommends FOR, noting the reserve should cover multiple years depending on participation and hiring.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.4% | 38,234,133 | $1.5B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.7% | 27,423,903 | $1.1B |
| 3 | STATE STREET CORP | 4.6% | 18,650,975 | $752M |
| 4 | PRINCIPAL FINANCIAL GROUP INC | 4.2% | 17,014,614 | $686M |
| 5 | BAMCO INC /NY/ | 4.0% | 16,314,175 | $658M |
| 6 | BlackRock, Inc. | 3.8% | 15,597,763 | $629M |
| 7 | Capital International Investors | 3.8% | 15,513,753 | $626M |
| 8 | POLEN CAPITAL MANAGEMENT LLC | 3.1% | 12,570,368 | $507M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.7% | 11,070,287 | $445M |
| 10 | AKRE CAPITAL MANAGEMENT LLC | 2.5% | 10,348,273 | $417M |
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