Zeta Global Holdings Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class II directors (William Landman, Robert Niehaus and Jeanine Silberblatt) to serve until the 2029 Annual Meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve the compensation of the named executive officers, as disclosed in the proxy statement (a non-binding 'say-on-pay' vote).

   More detail

   This management-sponsored, non-binding advisory proposal asks stockholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including compensation tables and narrative disclosure, pursuant to Dodd-Frank and SEC rules. Management frames the request around alignment of pay with performance—highlighting that 2025 revenue and Adjusted EBITDA materially exceeded budget, and that the Compensation Committee paid annual bonuses at 200% of target and continues to emphasize performance-based, equity-oriented pay. The Board recommends FOR, arguing the programs incentivize long-term value creation, retain key executives, and reflect competitive market practices as informed by an independent compensation consultant. Because the vote is advisory, it does not bind the Board, but management states it will consider the outcome when setting future pay. Key contextual factors for an analyst: the CEO and other NEOs realized significant equity value in 2025 (large vesting/realizations are disclosed), the company has robust severance and change-in-control protections for NEOs, and equity award structures include multi-year PSU vehicles tied to stock price and vesting schedules—which can both align and concentrate pay outcomes around stock performance. Potential shareholder concerns include the magnitude of realized pay in 2025 relative to company performance, the existence of post-termination acceleration and double-trigger protections, and modifications to award vesting that occurred in 2025; management’s counter is that these measures were used to retain and reward performance that materially improved revenue and Adjusted EBITDA. For investors evaluating the vote, important considerations are (1) whether realized pay was commensurate with sustained long-term performance versus one-time events, (2) the degree to which PSUs and other incentives are rigorously performance-conditioned and calibrated to long-term metrics, and (3) governance protections and responsiveness of the Board to prior say-on-pay feedback. The Board’s unanimous FOR recommendation and prior majority support in 2025 suggest management expects continued endorsement, but the advisory nature means engagement and scrutiny of pay-for-performance alignment remain appropriate.

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When is the Zeta Global Holdings Corp 2026 annual meeting?

Zeta Global Holdings Corp (ZETA) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Zeta Global Holdings Corp 2026 meeting?

The record date for the Zeta Global Holdings Corp 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Zeta Global Holdings Corp's 2026 meeting?

The board is presenting 3 director nominees at the Zeta Global Holdings Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Zeta Global Holdings Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Zeta Global Holdings Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.