Ziff Davis Files Proxy Statement Supplement

TL;DR

ZIFF DAVIS filed proxy docs - shareholders vote soon on company matters.

AI Summary

Ziff Davis, Inc. filed a Definitive Additional Materials proxy statement on April 22, 2024. This filing is a supplement to their previous proxy statement and concerns matters related to the company's annual meeting. The company, formerly known as J2 Global, Inc., is based in New York and operates in the telecommunications sector.

Why It Matters

This filing provides updated information to shareholders regarding matters to be voted on at the company's annual meeting, impacting corporate governance and strategic decisions.

Risk Assessment

Risk Level: low — This is a routine proxy filing, not indicating any immediate financial distress or significant corporate event.

Key Players & Entities

• ZIFF DAVIS, INC. (company) — Registrant
• J2 GLOBAL, INC. (company) — Former company name
• 20240422 (date) — Filing date

FAQ

Filing Documents

• a2024defa14a-supplementtop.htm (DEFA14A) — 26KB
• scottsignature.jpg (GRAPHIC) — 26KB
• 0001084048-24-000040.txt ( ) — 63KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 ZIFF DAVIS, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 SUPPLEMENT TO PROXY STATEMENT DATED MARCH 27, 2024 FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 7, 2024 Dear Ziff Davis, Inc. Stockholders At our upcoming Annual Stockholders Meeting on May 7, 2024, you are being asked to vote to approve the 2024 Equity Incentive Plan (the "2024 Plan") as further described in proposal 4 (the "2024 Equity Incentive Plan Proposal") in our proxy statement filed with the Securities and Exchange Commission on March 27, 2024 (the "Proxy Statement"). We are writing to provide further context regarding certain aspects of our anticipated equity needs and equity program design that we hope you will carefully consider before voting your shares. This supplemental information should be read together with the Proxy Statement, which should be read in its entirety. From and after the date of this supplement, any and all references to the "Proxy Statement" are to the Proxy Statement as supplemented hereby. We recommend that stockholders vote "FOR" the 2024 Equity Incentive Plan Proposal. Our redesigned equity incentive program reflects feedback received over time from certain stockholders who have suggested the Company review the structure of its performance stock awards and consider moving away from an absolute share price-based performance award program. We redesigned our performance awards to be based upon relative total shareholder returns ("rTSR") as compared to companies in our peer group. As is common in the market, the rTSR program can result in outcomes that can range from 0% to more than 100% of the initial target shares granted. In our case, the rTSR program can result in outcomes from 0% to 200%. The performance metrics to achieve greater than a 100% payout under the new performance-based equity awards are designed to be challenging in an outperformance scenario. Nonetheless, we will be required to reserve the full 200% potential payout for each grant of performance-based equity awards to account for the maximum performance potential. In addition, the Compensation Committee has determined that it was appropriate to include our CEO in annual equity grants in light of the fact that his outstanding unvested equity had reached a level such that it was no longer in line with the equity compensation programs of the Company's peers. Moreover, the Compensation Committee believed it appropriate to begin layering in regular equity grants that align our CEO's compensation program with that of the balance of the management team and place a meaningful portion of his compensation (50% of his 2024 award) at-risk tied to the performance of the Company's stock. The Compensation Committee considered the factors described in the paragraph above in addition to certain other factors, when estimating the Company's anticipated go-forward burn rate, and determining the number of shares requested under the 2024 Plan. Our Compensation Committee and Board believe that our projected go-forward burn rate of approximately 2% is reasonable and well within market norms. Based on our projections, we believe that our overhang and burn rate are positioned in the bottom quartile of our peers. We encourage stockholders to consider this go-forward projection, rather than our historic equity usage, in assessing the expected duration of the shares we are requesting under the 2024 Plan. We hope this letter clarifies the basis upon which we determined to propose to reserve 3,500,000 shares under the 2024 Plan. We believe these shares will last for at least three years and that this proposal demonstrates our commitment to designing an equity incentive plan that aligns with stockholder interests. We look forward to our ongoing dialogue as we continue to drive long-term success for Ziff Davis and our stockholders. We thank you for your consideration and continued support, and again encourage you to vote "FOR" the 2024 Equity Incentive Plan Proposal. Whether or not you plan to attend the annual meeting, we encourage you to read the Proxy Statement, as supplemented hereby, and submit your proxy or voting instructions as soon as possib

View Full Filing

View this DEFA14A filing on SEC EDGAR