ZoomInfo Technologies Inc.
For the period ended Mar 27, 2025. Filed Mar 27, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 27, 2025 · Filed Mar 27, 2025
Contents
Cover page
Show cover page
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
(Amendment No. )
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 §240.14a-12 |
(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 all boxes that apply):
| ☒ | 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 |
March 27, 2025
Dear Stockholder:
Please join us for ZoomInfo Technologies Inc.’s Annual Meeting of Stockholders on Wednesday, May 14, 2025, at 12:00 p.m., Eastern Time. Consistent with past practice, the Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/ZI2025.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. The Notice of Internet Availability of this Proxy Statement and Annual Report and the proxy card are first being sent to stockholders on or about March 27, 2025. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. At the Annual Meeting, you will be asked to:
Elect four Class II directors, to serve until our 2028 annual meeting of stockholders;
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025; and
Approve, on an advisory, non-binding basis, the compensation of our named executive officers.
Whether or not you plan to attend the virtual meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone or by proxy card in advance even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.
Thank you for your continued support of ZoomInfo Technologies Inc.
Sincerely,
Henry L. Schuck
Chief Executive Officer and Chairman of the Board of Directors
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| TIME | 12:00 p.m., Eastern Time, on Wednesday, May 14, 2025 |
|---|---|
| VIRTUAL LOCATION | You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/ZI2025. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting. |
| ITEMS OF BUSINESS | 1.To elect the director nominees listed in the Proxy Statement. |
| 2.To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025. | |
| 3.To approve, on an advisory, non-binding basis, the compensation of our named executive officers. | |
| 4.To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. | |
| RECORD DATE | You may vote at the Annual Meeting if you were a stockholder of record at the close of business on March 17, 2025. |
| VOTING BY PROXY | To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by completing, signing and mailing the proxy card. Voting procedures are described on the following page and on the proxy card. |
By Order of the Board of Directors,
Ashley McGrane
Secretary and General CounselMarch 27, 2025
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Wednesday, May 14, 2025: This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com. A list of the stockholders of record at the close of business on March 17, 2025 will also be available electronically during the Annual Meeting at www.virtualshareholdermeeting.com/ZI2025.
PROXY VOTING METHODS
If you were a stockholder of record at the close of business on March 17, 2025, you may vote your shares (i) over the Internet, by telephone or by mail in advance of the Annual Meeting or (ii) over the Internet at the Annual Meeting. You may also revoke your proxies at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.
If you are a stockholder of record, your Internet, telephone or mail vote must be received by 11:59 p.m., Eastern Time, on May 13, 2025 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your broker, bank or nominee for voting instructions.
To vote by proxy if you are a stockholder of record:
BY INTERNET
Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.
You will need the 16-digit number included on your proxy card to obtain your records and to create an electronic voting instruction form.
BY TELEPHONE
From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.
You will need the 16-digit number included on your proxy card in order to vote by telephone.
BY MAIL
Mark your selections on the proxy card.
Date and sign your name exactly as it appears on your proxy card.
Mail the proxy card in the enclosed postage-paid envelope provided to you.
YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.
Table of Contents
| GENERAL INFORMATION | 1 |
|---|---|
| PROPOSAL NO. 1—ELECTION OF DIRECTORS | 7 |
| Nominees for Election to the Board of Directors in 2025 | 7 |
| Continuing Members of the Board of Directors | 10 |
| THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS | 14 |
| Director Independence and Independence Determinations | 14 |
| Director Nomination Process | 15 |
| Stockholder Engagement and Governance Practices | 17 |
| Our Values and Our Commitment to Corporate Responsibility | 18 |
| Board Leadership Structure | 19 |
| Compensation Committee Interlocks and Insider Participation | 20 |
| Executive Sessions | 20 |
| Communications with the Board | 20 |
| Board Committees and Meetings | 21 |
| Committee Charters and Corporate Governance Guidelines | 24 |
| Code of Business Conduct & Ethics | 24 |
| Oversight of Risk Management | 25 |
| Insider Trading Policies and Procedures and Anti-Hedging Policy | 26 |
| Director Compensation in 2024 | 26 |
| PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 28 |
| Audit and Non-Audit Fees | 28 |
| Pre-Approval Policy for Services of Independent Registered Public Accounting Firm | 29 |
| REPORT OF THE AUDIT COMMITTEE | 30 |
| PROPOSAL NO. 3—ADVISORY NON-BINDING VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS | 31 |
| Advisory Non-Binding Vote on Compensation of Named Executive Officers | 31 |
| EXECUTIVE OFFICERS OF THE COMPANY | 32 |
| EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | 33 |
| Executive Summary | 33 |
| Executive Compensation Policies and Practices | 35 |
| Compensation Process | 35 |
| Components of our Compensation Program and 2024 Compensation | 37 |
| Other Compensation Policies and Practices | 48 |
| Tax and Accounting Considerations | 50 |
| Compensation Risk Assessment | 50 |
| Compensation Committee Report | 51 |
| EXECUTIVE COMPENSATION TABLES | 52 |
| Summary Compensation Table | 52 |
| Grants of Plan-Based Awards in Fiscal 2024 | 53 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 54 |
i
| Option Exercises and Stock Vested | 55 |
|---|---|
| Employment Agreements and Related Arrangements | 55 |
| Potential Payments upon Termination or Change in Control | 60 |
| CEO Pay Ratio Disclosure | 61 |
| Pay Versus Performance | 62 |
| EQUITY COMPENSATION PLAN INFORMATION | 67 |
| OWNERSHIP OF SECURITIES | 68 |
| DELINQUENT SECTION 16(a) REPORTS | 70 |
| TRANSACTIONS WITH RELATED PERSONS | 71 |
| STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING | 75 |
| OTHER BUSINESS | 76 |
| APPENDIX A: NON-GAAP FINANCIAL MEASURES | 77 |
Forward-Looking Statements
This Proxy Statement includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts made in this document are forward-looking. In some cases, you can identify these forward-looking statements by the use of words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “goal”, “intend”, “may”, “might”, “objective”, “outlook”, “plan”, “potential”, “predict”, “projection”, “seek”, “should”, “target”, “trend”, “will”, “would” or the negative version of these words or other comparable words.
We have based our forward-looking statements on beliefs and assumptions based on information available to us at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may, and often do, vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. Certain risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (our “2024 10-K”). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. You should not place undue reliance on our forward-looking statements.
Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.