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Get filing alertsZillow caps share buybacks to prevent any holder from exceeding 45% voting control
Filed June 3, 2026 · Period ending June 2, 2026 · ~1 min read
Key Changes
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Zillow amended its up to $1.25B share repurchase program to prohibit buybacks that would push any single shareholder above 45% of voting power, effective June 3, 2026. No shareholder currently exceeds this threshold.
Item 8.01 verify on EDGAR → -
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Shareholders elected three Class III directors (Amy Bohutinsky, Jay Hoag, Gregory Maffei) to serve until the 2029 Annual Meeting, with vote totals ranging from 83.9M to 85.3M shares in favor.
Item 5.07 verify on EDGAR → -
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Shareholders ratified Deloitte & Touche LLP as independent auditor for fiscal 2026, with 94.7M votes for and minimal opposition.
Item 5.07 verify on EDGAR →
Summary
Zillow Group disclosed a meaningful change to its ongoing up to $1.25 billion share repurchase program: the company will no longer buy back stock if doing so would cause any single shareholder to control more than 45% of voting power. This amendment, effective June 3, 2026, acts as a governance safeguard to prevent buybacks from inadvertently concentrating control.
The company confirmed that no shareholder currently exceeds the 45% threshold after accounting for all repurchases to date. For retail investors, this matters because it signals the board is actively managing the risk that aggressive buybacks could shift voting dynamics in favor of insiders or large institutional holders. The cap preserves a more balanced shareholder base.
Watch for future 10-Q disclosures on buyback activity and any updates to beneficial ownership tables in proxy filings to see whether the company approaches this new limit. The 8-K also reported routine annual meeting results, including director re-elections and auditor ratification, with no surprises.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Zillow Group held its 2026 Annual Meeting on June 2, 2026, electing three Class III directors and ratifying Deloitte & Touche LLP as auditor.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026
Shareholders ratified the appointment of Deloitte & Touche LLP as Zillow Group's independent auditor for fiscal year 2026. The proposal passed with 94,704,606 votes for, 189,091 votes against, and 37,889 abstentions.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
As of the date of this Current Report on Form 8-K, after taking into account all repurchases that have occurred under the 2026 Repurchase Program, no shareholder beneficially owns more than 45% of the current total voting power of the Company’s outstanding voting securities.
The company confirms that as of June 3, 2026, no single shareholder currently holds more than 45% of voting power, even after accounting for all buybacks completed under the 2026 program to date. This disclosure establishes the baseline for the new 45% cap going forward.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 4, 2026 · How we verify