Ziff Davis (ZD) Proxy filing summary

Executive summary

• Generated $407M in cash from operations and $288M in free cash flow in 2025, with revenue growth for the second consecutive year and a strong balance sheet including $700M in cash and investments.

• Repurchased 4.9M shares for $174M and spent $69M on strategic acquisitions; announced sale of Connectivity division for $1.2B.

• Revenues grew 3.5% to $1.45B, net income declined 24.8%, and adjusted EBITDA grew 0.3% over 2024.

• Recognized for corporate responsibility, including Newsweek and Stevie Awards, and continued focus on AI innovation to enhance products and operations.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, ratify KPMG as auditor for 2026, and provide an advisory vote on executive compensation.

• Stockholder proposals and nominations for the 2027 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

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

• All committees (Audit, Compensation, ESG) are composed solely of independent directors.

• Board held seven meetings in 2025; all directors attended at least 75% of meetings.

• Board separates CEO and Chair roles and maintains robust governance principles and a code of ethics.