UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 6, 2020
ZILLOW GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Washington | | 001-36853 | | 47-1645716 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | |
1301 Second Avenue, Floor 31, Seattle, Washington | | | | 98101 |
| (Address of principal executive offices) | | | | (Zip Code) |
(206) 470-7000
(Registrant’s telephone number, including area code)
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| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share | ZG | The Nasdaq Global Select Market |
| Class C Capital Stock, par value $0.0001 per share | Z | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 6, 2020, Mr. Spencer M. Rascoff notified the Corporate Secretary of Zillow Group, Inc. (the “Company”) that he has resigned from the Board of Directors, effective as of April 7, 2020. Mr. Rascoff’s departure is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Mr. Rascoff has served as a director of the Company since 2011. The Board of Directors expresses its sincere appreciation for Mr. Rascoff’s service to the Company and the valuable contributions he has made to the Company’s success.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: April 7, 2020 | | ZILLOW GROUP, INC. | |
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| | By: | /s/ JENNIFER ROCK |
| | Name: | Jennifer Rock |
| | Title: | Chief Accounting Officer |
