0001057352false00010573522024-06-062024-06-06

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): June 6, 2024

COSTAR GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
0-24531
52-2091509
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1331 L Street NW,Washington,DC20005
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (202) 346-6500
Not Applicable
(Former name or former address, if changed since last report.)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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:  
Title of each classTrading SymbolName of each exchange on which registered
Common Stock ($0.01 par value)CSGPNasdaq 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.     
☐


Item 5.07. Submission of Matters to a Vote of Security Holders.

The following items, which are more fully described in our proxy statement dated April 26, 2024, were submitted to a vote of the stockholders of CoStar Group, Inc. (the "Company" or "our") at the Company's Annual Meeting of Stockholders held on June 6, 2024. The final voting results are as follows:

1.Each of the following nominees were elected to our Board of Directors to serve until the next annual meeting of the Company’s stockholders or until his or her successor is elected and qualified: Michael R. Klein, Andrew C. Florance, Angelique G. Brunner, John W. Hill, Laura Cox Kaplan, Robert W. Musslewhite, Christopher J. Nassetta and Louise S. Sams.

NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
Michael R. Klein332,025,593 40,115,539 173,410 6,301,640 
Andrew C. Florance368,069,482 4,071,725 173,335 6,301,640 
Angelique G. Brunner371,965,751 174,493 174,298 6,301,640 
John W. Hill365,175,275 6,963,838 175,429 6,301,640 
Laura Cox Kaplan368,660,571 3,480,087 173,884 6,301,640 
Robert W. Musslewhite371,212,663 926,092 175,787 6,301,640 
Christopher J. Nassetta334,272,968 37,866,303 175,271 6,301,640 
Louise S. Sams371,288,971 851,869 173,702 6,301,640 

2.The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified upon the following vote:

Votes For363,324,753 
Votes Against15,225,921 
Abstentions65,508 
Broker Non-Votes— 

3.The advisory resolution to approve the Company's executive compensation was approved upon the following vote:

Votes For340,897,991 
Votes Against30,921,054 
Abstentions495,497 
Broker Non-Votes6,301,640 



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.
COSTAR GROUP, INC.
By:
Date:June 7, 2024/s/ Gene Boxer
Name: Gene Boxer
Title: General Counsel and Corporate Secretary

v3.24.1.1.u2
Document and Entity Information Document
Jun. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 06, 2024
Entity Registrant Name COSTAR GROUP, INC.
Entity Central Index Key 0001057352
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 0-24531
Entity Tax Identification Number 52-2091509
Entity Address, Address Line One 1331 L Street NW,
Entity Address, City or Town Washington,
Entity Address, State or Province DC
Entity Address, Postal Zip Code 20005
City Area Code 202
Local Phone Number 346-6500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock ($0.01 par value)
Trading Symbol CSGP
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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