Not independent
Tenure on this board
8.5 yrs
Meeting calendar
ZD · Annual meeting · Wednesday, May 6, 2026
Ziff Davis Inc
7 nominees · 3 ballot items.
Election of eight directors; Ratification of KPMG LLP as independent auditors; Advisory vote to approve named executive officer compensation.
Market cap
$2.0B
1Y TSR
+57.9%
Board grade
C
Record date
Mar 13, 2026
Filing
DEF 14A
Meeting concluded · May 6, 2026
Follow how the vote landed and what changed on Ziff Davis Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect eight directors to serve until the next annual meeting and until their successors are elected and qualified.
- 2
Ratification of Selection of Independent Auditors
ManagementBoard: FORRatify KPMG LLP as Ziff Davis’ independent registered public accounting firm for fiscal 2026.
- 3
Advisory Vote on Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORProvide a non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
More detail
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation of the named executive officers as disclosed in the proxy statement. Management seeks this advisory vote to reaffirm alignment between executive pay and company performance, to comply with SEC requirements for say-on-pay votes, and to solicit shareholder feedback. The Board and the Compensation Committee emphasize that their executive compensation program ties a significant portion of pay to performance through a mix of annual cash incentives based on Adjusted Diluted EPS and long-term equity incentives (RSUs and PSUs tied to relative TSR vs. Russell 2000). The Company notes recent shareholder engagement after a 68.4% approval in 2025 and describes changes made in response—lengthening PSU performance periods to three years, clarifying disclosure of PSU goals, tying ESG bonuses to third-party scores, and standardizing CEO equity grant cadence. The Board recommends a vote “FOR,” reasoning that the program aligns pay with shareholders, includes clawback provisions, ownership guidelines, and independent oversight by the Compensation Committee and independent consultants. The vote is non-binding but the Board will consider results in future compensation decisions.
Director elections
Nominees on the ballot7
Independent
Tenure on this board
8.4 yrs
Independent
Tenure on this board
2.7 yrs
Also a director at
Robert Half Inc (RHI)
Independent
Tenure on this board
5.1 yrs
Independent
Tenure on this board
19.0 yrs
Independent
Tenure on this board
2.7 yrs
Also a director at
Elanco Animal Health Inc (ELAN)
Independent
Tenure on this board
6.0 yrs
Also a director at
Piper Sandler Companies (PIPR)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.5% | 4,247,300 | $178M |
| 2 | JANUS HENDERSON GROUP PLC | 8.9% | 3,295,310 | $138M |
| 3 | Pale Fire Capital SE | 7.6% | 2,783,366 | $117M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.1% | 2,263,308 | $95M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 5.3% | 1,949,457 | $82M |
| 6 | Legal General Group Plc | 5.2% | 1,908,072 | $80M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 1,696,929 | $71M |
| 8 | STATE STREET CORP | 4.6% | 1,680,669 | $71M |
| 9 | BlackRock, Inc. | 3.2% | 1,168,761 | $49M |
| 10 | FIRST TRUST ADVISORS LP | 2.6% | 974,591 | $41M |
Peers
Nearest market capOther Communication Services sector meetings6
Upcoming shareholder meetings at Ziff Davis Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Reference
Frequently asked questions
- When is the Ziff Davis Inc 2026 annual meeting?
- Ziff Davis Inc (ZD) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.
- What is the record date for the Ziff Davis Inc 2026 meeting?
- The record date for the Ziff Davis Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Ziff Davis Inc's 2026 meeting?
- The board is presenting 7 director nominees at the Ziff Davis Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Ziff Davis Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Ziff Davis Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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