COSTAR GROUP, INC. DEF 14A Filing

Ticker: CSGP · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1057352

Costar Group, Inc. DEF 14A Filing Summary
FieldDetail
CompanyCostar Group, Inc. (CSGP)
Form TypeDEF 14A
Filed DateApr 26, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1 billion, $2.46 b, $375 million, $3.5M
Sentimentneutral

Sentiment: neutral

Topics: CoStar Group, CSGP, DEF 14A, Proxy Statement, Executive Compensation

TL;DR

<b>CoStar Group, Inc. filed its DEF 14A on April 26, 2024, detailing corporate governance and executive compensation information.</b>

AI Summary

COSTAR GROUP, INC. (CSGP) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. CoStar Group, Inc. filed a DEF 14A form on April 26, 2024. The filing covers the period ending June 6, 2024. The company's fiscal year ends on December 31. CoStar Group, Inc. is incorporated in Delaware. The company's principal business address is 1331 L Street, NW, Washington, DC 20005.

Why It Matters

For investors and stakeholders tracking COSTAR GROUP, INC., this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and potential changes in corporate governance. The filing provides detailed financial information related to compensation, which can impact investor perception and stock valuation.

Risk Assessment

Risk Level: low — COSTAR GROUP, INC. shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard corporate governance and executive compensation disclosures, posing no immediate new risks.

Analyst Insight

Review the executive compensation details and any proposed governance changes to assess their potential impact on shareholder value.

Key Numbers

  • 2024-04-26 — Filing Date (DEF 14A filing date)
  • 2024-06-06 — Period of Report (Conformed period of report)
  • 1231 — Fiscal Year End (Company fiscal year end)
  • 7389 — SIC Code (Standard Industrial Classification)

Key Players & Entities

  • COSTAR GROUP, INC. (company) — Filer name
  • 2024-04-26 (date) — Filing date
  • 2024-06-06 (date) — Period of report
  • 1331 L STREET, NW (address) — Business address
  • WASHINGTON (location) — Business address city
  • DC (location) — Business address state
  • 20005 (postal_code) — Business address zip
  • DE (location) — State of incorporation

FAQ

When did COSTAR GROUP, INC. file this DEF 14A?

COSTAR GROUP, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by COSTAR GROUP, INC. (CSGP).

Where can I read the original DEF 14A filing from COSTAR GROUP, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by COSTAR GROUP, INC..

What are the key takeaways from COSTAR GROUP, INC.'s DEF 14A?

COSTAR GROUP, INC. filed this DEF 14A on April 26, 2024. Key takeaways: CoStar Group, Inc. filed a DEF 14A form on April 26, 2024.. The filing covers the period ending June 6, 2024.. The company's fiscal year ends on December 31..

Is COSTAR GROUP, INC. a risky investment based on this filing?

Based on this DEF 14A, COSTAR GROUP, INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, which typically contains standard corporate governance and executive compensation disclosures, posing no immediate new risks.

What should investors do after reading COSTAR GROUP, INC.'s DEF 14A?

Review the executive compensation details and any proposed governance changes to assess their potential impact on shareholder value. The overall sentiment from this filing is neutral.

How does COSTAR GROUP, INC. compare to its industry peers?

CoStar Group operates in the business services sector, providing information, analytics, and online marketplaces for the commercial real estate industry.

Are there regulatory concerns for COSTAR GROUP, INC.?

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide shareholders with information regarding annual meetings, director nominations, and executive compensation.

Industry Context

CoStar Group operates in the business services sector, providing information, analytics, and online marketplaces for the commercial real estate industry.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to provide shareholders with information regarding annual meetings, director nominations, and executive compensation.

What Investors Should Do

  1. Analyze the executive compensation packages disclosed in the filing.
  2. Review any proposals or resolutions presented for shareholder vote.
  3. Assess the company's corporate governance practices as outlined in the document.

Key Dates

  • 2024-04-26: Filing Date — Filing of DEF 14A
  • 2024-06-06: Period of Report End Date — Indicates the period the filing pertains to

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for annual shareholder meetings and does not represent a change from previous filings of the same type.

Filing Stats: 4,418 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2024-04-26 15:29:25

Key Financial Figures

  • $1 billion — th, and annual run rate revenue crossed $1 billion in January 2024, making it our first bi
  • $2.46 b — th; in 2023, our revenue grew by 13% to $2.46 billion, while net income at $375 million
  • $375 million — % to $2.46 billion, while net income at $375 million also topped the prior year. These stron
  • $3.5M — NEARLY 100 VOLUNTEER EVENTS IN 2023 $3.5M+ DONATED TO MORE THAN 100 PARTNERS 1

Filing Documents

Executive Compensation

Executive Compensation 36 Compensation Discussion and Analysis 36

Executive Compensation Program Objectives

Executive Compensation Program Objectives 37

Executive Compensation Policies and Practices

Executive Compensation Policies and Practices 39 2023 Business Highlights 41 Elements of Compensation 51 Determining Executive Compensation 54 Company Compensation Policies and Practices 56 Compensation Committee Report 57 2023 Summary Compensation Table 58 2023 Grants of Plan-Based Awards 59 Employment Agreements and Arrangements 60 Outstanding Equity Awards at 2023 Fiscal Year-End 62 Option Exercises and Stock Vested in 2023 62 Non-Qualified Deferred Compensation in 2023 62 Potential Payments Upon Termination or Change of Control 63 Termination and Change of Control Provisions Pursuant to Employment Agreements 64 Change of Control Provisions under the Company's 2007 Plan and 2016 Plan 65 Company-Wide Severance Policy 65 Delinquent Section 16(a) Reports 65 Equity Compensation Plan Information 66 Pay Ratio 67 Pay Versus Performance 70 Stock Ownership Information 72 Other Information 72 Attending the Annual Meeting of Stockholders 72 Notice of Business to Come Before the Annual Meeting 72 Voting Information 74 Multiple Stockholders Sharing the Same Address 74 Stockholder Proposals and Nominations for Directors for the 2025 Annual Meeting of Stockholders A-1 Appendix A - Information Regarding Non-GAAP Financial Measures 2024 PROXY STATEMENT i Table of Contents GLOSSARY OF TERMS The following abbreviations or acronyms used in this Proxy Statement are defined below: Abbreviation or Acronym Definition 2007 Plan CoStar Group 2007 Stock Incentive Plan, as amended from time to time 2016 Plan CoStar Group 2016 Stock Incentive Plan, as amended from time to time 2023 Annual Report CoStar Group Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024 Adjusted EBITDA EBITDA before stock-based compensation expense, acquisition- and integration-related costs, restructuring costs, and settlements and impair

Business

Business Highlights (2) Full year 2023 revenue increased 13% year-over-year Commercial information and marketplace businesses grew revenue 14% in 2023, with adjusted EBITDA margin improving to 40% for the full year Apartments.com delivered 23% year-over-year revenue growth in 2023. Annual revenue run rate crossed $1 billion in January 2024, making Apartments.com our first billion-dollar business CoStar annual run rate revenue crossed $1 billion in the first quarter of 2024 Homes.com residential network 3 traffic reached 140 million average monthly unique visitors in the first quarter of 2024, making it the second most trafficked network of residential sites in the U.S. Homes.com is the fastest growing residential property site in the U.S. Homes.com launched the industry's biggest brand campaign during Super Bowl LVIII. (1) Adjusted EBITDA is a non-GAAP measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Income and for a discussion of management's use of non-GAAP measures. (2) All traffic as measured by Google Analytics. (3) Homes.com residential network includes Homes.com network, Apartments.com network and Lands.com network. 2024 PROXY STATEMENT 2 Table of Contents PROXY SUMMARY ESG Highlights 2023 was a year of great ESG successes at CoStar Group. In keeping with our longstanding prioritization of sustainability in our own occupied office spaces, we have taken steps to help ensure that our upcoming 750,000 square-foot Richmond campus expansion will attain LEED Net Zero and WELL Platinum certifications. In 2023, we improved our scores with industry standard rating agencies MSCI, Sustainalytics, ISS and JUST Capital, and signed on to the Science Based Targets initiative (SBTi). We have continued to prioritize diversity within our supplier network, increasing our total direct spend with small businesses and diverse suppliers by 261% in 2023. 44% 2023 BOARD DIVERSITY 54 AVERAGE TRAINING HOURS PER EMPLOYEE 100 NEARLY

BUSINESS

BUSINESS FINANCIAL ACCOUNTING AND REPORTING LEGAL, PUBLIC POLICY, AND REGULATORY

BUSINESS

BUSINESS DEVELOPMENT AND M&A TALENT MANAGEMENT AND EXECUTIVE COMPENSATION MARKETING AND SALES RISK MANAGEMENT SENIOR MANAGEMENT AND LEADERSHIP CYBERSECURITY AND DATA PRIVACY ESG AND CLIMATE VERY SKILLED/EXPERIENCED SOME SKILL/EXPERIENCE NO EXPERIENCE Board Nominee Composition 50% FEMALE OR ETHNICALLY DIVERSE NOMINEES 3 FEMALE NOMINEES 2 ETHNICALLY DIVERSE NOMINEES 7/8 INDEPENDENT DIRECTOR NOMINEES 2024 PROXY STATEMENT 9 Table of Contents PROXY SUMMARY Board Refreshment In August 2023, the Board appointed Angelique Brunner as an independent director. Over the course of her 30-year career, Ms. Brunner has worked in various aspects of capital markets, real estate, and early-stage funding. She is an active global angel investor and advisor across industries, including consumer goods, digital transformation, capital markets, energy, and software ventures. She is an active member of the U.S. Chamber of Commerce, Real Estate Executive Council (REEC), and Urban Land Institute (ULI). Ms. Brunner brings extensive public boardroom experience in governance, compliance, and global strategy to CoStar Group, having previously served on the boards of Chesapeake Lodging Trust and Cushman & Wakefield. On April 23, 2024, Mr. Glosserman notified the Company of his decision not to seek re-election at the end of his term. His retirement will be effective on the date of the Annual Meeting. Mr. Glosserman's decision was not the result of any disagreement with the Company. The Board acknowledges that Mr. Glosserman has served as a director since 2008, during a period of enormous growth and success of the Company, and thanks him for his years of valuable service to the Board and the Company.

Executive Compensation Highlights

Executive Compensation Highlights Our Compensation Committee has designed our executive compensation program to closely align executive compensation with Company performance and stockholder interests. The Compensation Committee achieves this alignment by allocating the majority of our executive officers' target compensation to performance-based incentive compensation. In particular, we grant performance-based equity awards that directly link the value of annual equity awards to financial performance measures and the value of long-term equity awards to multi-year financial performance and TSR. The primary elements of our 2023 executive compensation program and the portions of such executive compensation that are performance-based are highlighted below. 2024 PROXY STATEMENT 10 Table of Contents COSTAR GROUP, INC. PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, JUNE 6, 2024 The Board of Directors (the "Board") of CoStar Group, Inc. ("CoStar," "CoStar Group," "we," "our," "us," or the "Company") solicits your proxy for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at 10:00 a.m., Eastern Time, on Thursday, June 6, 2024, and at any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held online only as a live webcast via the internet at www.virtualshareholdermeeting.com/CSGP2024. The webcast replay of the Annual Meeting will be made available in the Investor section of CoStar Group's website after completion of the Annual Meeting and will remain available for a period of time following the call. We are mailing the Notice of Internet Availability of Proxy Materials (the "Notice") to our stockholders eligible to vote at the Annual Meeting on or about April 26, 2024. If you are a registered stockholder, to be admitted to the Annual Meeting, you will need to enter the 16-digit control number found on your Notice or proxy card. If your shares are held in brokerage accounts and your

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