ZoomInfo Technologies (ZI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2026, to be held virtually, with voting on three main proposals: election of three Class III directors, ratification of KPMG LLP as auditor for 2026, and an advisory vote on executive compensation.

• Shareholders of record as of March 17, 2026, are eligible to vote, with 298,055,305 shares outstanding.

• Voting can be done online, by phone, mail, or during the virtual meeting; quorum requires a majority of votes present or represented by proxy.

• Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect Domenic J. Maida, Katie Rooney, and D. Randall Winn as Class III directors for terms expiring in 2029.

• Proposal 2: Ratify KPMG LLP as independent auditor for 2026; fees for 2025 were $2.73M.

• Proposal 3: Advisory approval of executive compensation; Board recommends FOR.

• Shareholder proposals for the 2027 meeting must be received by November 26, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board is classified into three classes with staggered terms; majority of directors are independent.

• Owen Wurzbacher appointed Lead Independent Director in February 2026.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Privacy, Security, and Technology.

• Board and committees met regularly; all directors attended at least 75% of meetings.

• Stockholder engagement included over 300 meetings in 2025, influencing governance and compensation practices.