Zillow Group, Inc.
ZILLOW INC (Form: DEF 14A, Received: 04/17/2014 16:13:24)
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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Check the appropriate box:

 

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Preliminary Proxy Statement

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Proxy Statement

 

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Definitive Additional Materials

 

¨  

Soliciting Material pursuant to § 240.14a-12

ZILLOW, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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Fee paid previously with preliminary materials.

 

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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LOGO

Seattle, Washington

April 17, 2014

Dear Shareholders:

You are cordially invited to attend the Zillow, Inc. 2014 Annual Meeting of Shareholders on June 4, 2014 at 8:00 a.m. (Pacific Time). The meeting will be held at 1301 Second Avenue, Floor 17, in the Bainbridge/Whidbey room, in Seattle, Washington. Our board of directors has fixed the close of business on April 2, 2014 as the record date for determining those shareholders entitled to notice of, and to vote at, the annual meeting of our shareholders and any adjournments thereof.

The Notice of Annual Meeting and Proxy Statement, both of which accompany this letter, provide details regarding the business to be conducted at the meeting, including a proposal for the election of directors.

Our board of directors recommends that you vote FOR the proposal described in this Proxy Statement.

Your vote is very important. Please vote your shares promptly, whether or not you expect to attend the meeting in person. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. If you attend the annual meeting, you may vote in person if you wish, even though you have previously submitted your vote.

Sincerely,

 

LOGO   

LOGO

Richard N. Barton    Spencer M. Rascoff
Executive Chairman    Chief Executive Officer


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ZILLOW, INC.

1301 Second Avenue, Floor 31

Seattle, WA 98101

 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 4, 2014

 

 

The 2014 Annual Meeting of Shareholders of Zillow, Inc. (the “Annual Meeting”) will be held at 1301 Second Avenue, Floor 17, in the Bainbridge/Whidbey room, in Seattle, Washington, on June 4, 2014 at 8:00 a.m. (Pacific Time) for the following purposes:

 

  1. To elect three directors nominated by our board of directors to serve until the 2017 Annual Meeting of Shareholders; and

 

  2. To transact such other business as may properly come before the Annual Meeting.

Only shareholders of record at the close of business on April 2, 2014 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting and any adjournments thereof.

In accordance with Securities and Exchange Commission rules, we sent a Notice of Internet Availability of Proxy Materials on or about April 17, 2014, and provided access to our proxy materials over the Internet on or before that date, to the holders of record of our common stock as of the close of business on the Record Date.

Our shareholders and persons holding proxies from shareholders may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of identification to the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee, you must bring a proxy from that broker, trust, bank or other nominee that confirms you are the beneficial owner of those shares.

By order of the board of directors,

 

LOGO

Kathleen Philips

Chief Operating Officer, General Counsel and Secretary

Seattle, Washington

April 17, 2014

Important Notice Regarding the Availability of Proxy Materials

For the Annual Meeting of Shareholders to be Held on June 4, 2014

This Proxy Statement and the 2013 Annual Report are available at:

http://investors.zillow.com/noticeaccess.cfm


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TABLE OF CONTENTS

 

Item

   Page  

General Information Concerning Proxies and Voting at the Annual Meeting

     1   

Proposal 1: Election of Directors

     5   

Corporate Governance

     9   

Director Compensation

     13   

Equity Compensation Plan Information

     14   

Audit Committee Report

     15   

Independent Registered Public Accounting Firm

     16   

Executive Officers

     17   

Security Ownership of Certain Beneficial Owners, Directors, and Management

     19   

Section 16(a) Beneficial Ownership Reporting Compliance

     22   

Named Executive Officer Compensation

     23   

Compensation Discussion and Analysis

     23   

Compensation Committee Report

     30   

2013 Compensation Tables

     31   

2013 Summary Compensation Table

     31   

2013 Grants of Plan-Based Awards Table

     32   

2013 Outstanding Equity Awards at Fiscal Year-End Table

     33   

2013 Option Exercises and Stock Vested Table

     34   

Potential Payments Upon Termination or Change of Control Table

     36   

Certain Relationships and Related Person Transactions

     38   

Additional Information

     40   

Directions

     Back Cover   

 

-i-


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ZILLOW, INC.

1301 Second Avenue, Floor 31

Seattle, WA 98101

 

 

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

 

 

 

 

GENERAL INFORMATION CONCERNING PROXIES AND VOTING AT THE ANNUAL MEETING

 

 

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the board of directors of Zillow, Inc. (“Zillow,” the “Company,” “we,” “us,” or “our”), a Washington corporation, of proxies to be voted at our 2014 Annual Meeting of Shareholders (the “Annual Meeting”) and at any adjournment or postponement of the Annual Meeting. In accordance with rules of the Securities and Exchange Commission (the “SEC”), we sent a Notice of Internet Availability of Proxy Materials on or about April 17, 2014 and provided access to our proxy materials over the Internet beginning on or before that date, to the holders of record and beneficial owners of our common stock as of the close of business on April 2, 2014 (the “Record Date”).

The Annual Meeting will be held at 1301 Second Avenue, Floor 17, in the Bainbridge/Whidbey room, in Seattle, Washington, on June 4, 2014 at 8:00 a.m. (Pacific Time).

What information is included in this Proxy Statement?

The information in this Proxy Statement relates to the proposal to be voted on at the Annual Meeting, the voting process, our board of directors and board committees, the compensation of directors and certain executive officers for fiscal year 2013, and other information.

Who is entitled to vote?

Holders of our Class A common stock and Class B common stock at the close of business on the Record Date are entitled to receive the Notice of Annual Meeting of Shareholders and vote at the Annual Meeting. As of the close of business on the Record Date, there were 33,464,441 shares of Class A common stock and 6,267,447 shares of Class B common stock outstanding and entitled to vote.

How many votes do I have?

On any matter that is submitted to a vote of our shareholders, the holders of our Class A common stock are entitled to one vote per share of Class A common stock and the holders of our Class B common stock are entitled to 10 votes per share of Class B common stock. Holders of our Class A common stock and Class B common stock are not entitled to cumulative voting in the election of directors.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Most shareholders hold their shares through a broker, trust, bank or other nominee rather than directly in their own names.

If on April 2, 2014, your shares were registered directly in your name with our transfer agent, Computershare, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote over the Internet, by telephone or by filling out and returning a proxy card to ensure your vote is counted.

 

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If on April 2, 2014, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not attend the Annual Meeting or vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy card from your broker or other agent.

What am I voting on?

In connection with the Annual Meeting, we are asking you to vote on the election of three directors nominated by our board of directors to serve until the 2017 Annual Meeting of Shareholders. We will also consider any other business that may properly come before the Annual Meeting.

How do I vote?

Vote by Internet. Shareholders of record may submit proxies over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the proxy materials were requested, the instructions on the printed proxy card. Most beneficial shareholders may vote by accessing the website specified on the voting instructions forms provided by their brokers, trustees, banks or other nominees. Please check your voting instruction form for Internet voting availability.

Vote by Telephone. Shareholders of record may submit proxies using any touch-tone telephone from within the United States and Canada by calling toll free 1-800-652-VOTE (8683) and following the instructions provided by the recorded message or, if printed copies of the proxy materials were requested, by following the instructions on the printed proxy card. Most beneficial owners may vote using any touch-tone telephone from within the United States by calling the number specified on the voting instruction forms provided by their brokers, trustees, banks or other nominees.

Vote by Mail. Shareholders of record may submit proxies by mail by requesting printed proxy cards and completing, signing and dating the printed proxy cards and mailing them in the pre-addressed envelopes that will accompany printed proxy materials. Beneficial owners may vote by completing, signing and dating the voting instruction forms provided and mailing them in the pre-addressed envelopes accompanying the voting instruction forms.

If you are a shareholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the board of directors. If you are a beneficial owner and you return your signed voting instruction form but do not indicate your voting preferences, please see “What are ‘broker non-votes’ and how do they affect the proposal?” regarding whether your broker, bank or other holder of record may vote your uninstructed shares on the proposal.

Vote in Person at the Annual Meeting. All shareholders as of the close of business on the Record Date can vote in person at the Annual Meeting. You can also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner, you must obtain a legal proxy from your broker, bank, or other holder of record and present it to the inspector of election with your ballot to be able to vote at the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you also vote either by telephone, by Internet, or by mail so that your vote will be counted if you decide not to attend.

 

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What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the proxy cards or follow the instructions for any alternative voting procedures on each of the proxy cards or Notice of Internet Availability of Proxy Materials you receive.

What can I do if I change my mind after I vote?

If you are a shareholder of record, you may revoke your proxy at any time before it is exercised at the Annual Meeting by (a) delivering written notice, bearing a date later than the proxy, stating that the proxy is revoked, (b) submitting a later-dated proxy relating to the same shares by mail, telephone or the Internet prior to the vote at the Annual Meeting, or (c) attending the Annual Meeting and properly giving notice of revocation to the inspector of election or voting in person. Shareholders of record may send any written notice or request for a new proxy card via regular mail to Zillow, Inc., c/o Computershare P.O. Box 30170, College Station, TX 77842-3170, online at https://www-us.computershare.com/investor/contact, or follow the instructions provided on the Notice of Internet Availability of Proxy Materials and proxy card to submit a new proxy by telephone or via the Internet. Shareholders of record may also request a new proxy card by calling (866) 411-1103 or, if outside the United States, (201) 680-6578.

If you are a beneficial shareholder, you may revoke your proxy or change your vote only by following the separate instructions provided by your broker, trust, bank or other nominee.

What constitutes a quorum at the Annual Meeting?

Transaction of business at the Annual Meeting may occur if a quorum is present. If a quorum is not present, it is expected that the Annual Meeting will be adjourned or postponed in order to permit additional time for soliciting and obtaining additional proxies or votes, and, at any subsequent reconvening of the Annual Meeting, all proxies will be voted in the same manner as such proxies would have been voted at the original convening of the Annual Meeting, except for any proxies that have been effectively revoked or withdrawn.

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the total votes entitled to be cast constitutes a quorum. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.

What are the voting requirements to elect directors as described in this Proxy Statement?

With respect to Proposal No. 1, the election of directors, the three directors receiving the largest number of votes will be elected.

What are “broker non-votes” and how do they affect the proposal?

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote the shares on a proposal because the nominee does not have discretionary voting power for a particular item and has not received instructions from the beneficial owner regarding voting. If your shares are held by a broker on your behalf and you do not instruct the broker as to how to vote these shares on Proposal No. 1, the broker may not exercise discretion to vote on the proposal. Abstentions and broker non-votes are not counted as votes in favor of or against the proposal.

 

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Who will pay for the cost of this proxy solicitation?

Zillow will bear the cost of the solicitation of proxies from our shareholders. In addition to solicitation by mail, our directors, officers and employees, without additional compensation, may solicit proxies from shareholders by telephone, by letter, by facsimile, in person or otherwise. Following the original circulation of the proxies and other soliciting materials, we will request brokers, trusts, banks or other nominees to forward copies of the proxy and other soliciting materials to persons for whom they hold shares of Zillow common stock and to request authority for the exercise of proxies. In such cases, Zillow, upon the request of the brokers, trusts, banks and other shareholder nominees, may reimburse such holders for their reasonable expenses.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive an electronic copy or printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request an electronic copy or printed copy may be found in the Notice of Internet Availability of Proxy Materials. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of the Annual Meeting.

When will Zillow announce the results of the voting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

What are the requirements for admission to the Annual Meeting?

Only shareholders and persons holding proxies from shareholders may attend the Annual Meeting. If your shares are registered in your name, you must bring a form of identification to the Annual Meeting. If your shares are held in the name of a broker, trust, bank or other nominee that holds your shares, you must bring a proxy from that broker, trust, bank or other nominee that confirms you are the beneficial owner of those shares. Attendance at the Annual Meeting without voting or revoking a previously submitted proxy in accordance with the voting procedures will not in and of itself revoke a proxy.

 

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PROPOSAL 1: ELECTION OF DIRECTORS

 

 

Board Composition

As of April 2, 2014, the board of directors was composed of eight members, divided into three classes as follows:

 

   

Class I directors: Erik Blachford, Spencer M. Rascoff and Gordon Stephenson, whose current terms will expire at our annual meeting of shareholders to be held in 2015;

 

   

Class II directors: Richard N. Barton and Lloyd D. Frink, whose current terms will expire at our annual meeting of shareholders to be held in 2016; and

 

   

Class III directors: J. William Gurley, Jay C. Hoag and Gregory B. Maffei, whose current terms will expire at the Annual Meeting.

If elected at the Annual Meeting, Messrs. Gurley, Hoag and Maffei will serve until the 2017 Annual Meeting of Shareholders or until their respective successor is duly elected and qualified, whichever is later, or until their earlier death, resignation or retirement. Proxies will be voted in favor of Messrs. Gurley, Hoag and Maffei unless the shareholder indicates otherwise on the proxy. Messrs. Gurley, Hoag and Maffei have consented to being named as nominees in this Proxy Statement and have agreed to serve if elected. The board of directors expects that each of the nominees will be able to serve, but if any of them becomes unable to serve at the time the election occurs, proxies will be voted for another nominee designated by the board of directors unless the board chooses to reduce the number of directors serving on the board.

Nominees for Election to a Three-Year Term Expiring at the 2017 Annual Meeting of Shareholders

J. William Gurley

J. William Gurley (age 47) has served as a member of our board of directors since October 2005. Mr. Gurley serves as a general partner of Benchmark Capital, a venture capital firm, which he joined in March 1999. Prior to joining Benchmark Capital, Mr. Gurley was a partner with Hummer Winblad Venture Partners, a venture capital firm, from 1997 to 1998 and a research analyst for Credit Suisse First Boston, an investment bank, from 1993 to 1996. From 1989 to 1991, Mr. Gurley served as a design engineer at Compaq Computer Corporation, a personal computer company that was acquired by Hewlett-Packard in 2002. Mr. Gurley has also served on the board of directors of OpenTable, Inc., an online restaurant reservations service provider, since 2000, in addition to serving on the boards of directors of several privately held companies. Mr. Gurley previously served as a member of the boards of directors of Shopping.com, a price comparison service, which was acquired by eBay, Inc., from 1999 to 2005 and JAMDAT Mobile Inc., a mobile entertainment provider, which was acquired by Electronic Arts, Inc., from 2003 to 2006. Mr. Gurley holds a B.S. in Computer Science from the University of Florida and an M.B.A. from the University of Texas. Mr. Gurley is qualified to serve on our board of directors because of the strategic insights and financial experience he brings as a venture capital investor. Due to Mr. Gurley’s service on the boards of directors of a variety of private and public companies in the Internet and technology industries, he is familiar with a full range of corporate and board functions.

Jay C. Hoag

Jay C. Hoag (age 55) has served as a member of our board of directors since October 2005. Since June 1995, Mr. Hoag has served as a founding General Partner at Technology Crossover Ventures, a private equity and venture capital firm. Mr. Hoag has served on the boards of directors of Electronic Arts Inc., an interactive entertainment software company, since September 2011, Netflix, Inc., an online media subscription service provider, since 1999, and Tech Target, Inc., a marketing service provider, since 2004. Mr. Hoag served on the board of directors of TheStreet, Inc., a financial media company, from November 2007 to January 2009. Mr. Hoag holds a B.A. from Northwestern University and an M.B.A. from the University of Michigan. As a venture capital investor, Mr. Hoag brings strategic insights and financial experience to our board of directors. He

 

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has evaluated, invested in and served as a board member of numerous companies, both public and private and is familiar with a full range of corporate and board functions. His many years of experience helping companies shape and implement strategy provide our board of directors with unique perspectives on matters such as risk management, corporate governance, talent selection and management.

Gregory B. Maffei

Gregory B. Maffei (age 53) has served as a member of our board of directors since May 2005. Mr. Maffei has served as President and Chief Executive Officer of Liberty Media Corporation and Liberty Interactive Corporation, holding companies of businesses in the electronic retailing, media, communications and entertainment industry, since February 2006 and May 2007, respectively, and served as Chief Executive Officer-Elect of Liberty Media Corporation from November 2005 to February 2006. Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation, a business software and hardware systems company, during 2005 and as President and Chief Executive Officer of 360networks Corporation, a wholesale provider of Internet connectivity services, from 2000 until 2005 and Chairman from 2002 to 2011. Previously, Mr. Maffei was the Chief Financial Officer of Microsoft Corporation, a software company, from 1997 to 2000. Mr. Maffei has served on the board of directors of Barnes & Noble, Inc., a bookseller, since September 2011, Live Nation Entertainment, Inc., a live entertainment and ecommerce company, since February 2011, Sirius XM Radio Inc., a satellite radio company, since 2009, and Electronic Arts, Inc. since 2003. Mr. Maffei served on the board of directors of DIRECTV (or its predecessor), a provider of digital television entertainment services, from June 2008 to June 2010, as a director of Expedia, Inc., an online travel company, from 1999 to 2003 and Chairman from 1999 to 2002, and as a director of Starbucks Corporation, a retailer of specialty coffee, from 1999 to 2006. Mr. Maffei holds an A.B. from Dartmouth College and an M.B.A. from Harvard Business School, where he was a Baker Scholar. Mr. Maffei is qualified to serve on our board of directors because he brings significant financial and operations experience due to his current and former leadership roles at public companies in the technology industry. Mr. Maffei provides our board of directors with an executive and leadership perspective on the operations and management of large public companies and risk management principles.

The Board of Directors Recommends a Vote “FOR”

Each of the Board’s Nominees.

Directors Continuing in Office Until the 2016 Annual Meeting of Shareholders

Richard N. Barton

Richard N. Barton (age 46) is our co-founder and has served as our Executive Chairman since September 2010. Mr. Barton has been a member of our board of directors since our inception in December 2004 and served as our Chief Executive Officer from our inception until September 2010. Mr. Barton has served as a venture partner at Benchmark Capital, a venture capital firm, since February 2005. Prior to co-founding our company, Mr. Barton founded Expedia as a group within Microsoft Corporation in 1994, which Microsoft spun out as Expedia, Inc. in 1999, and Mr. Barton served as Expedia’s President, Chief Executive Officer and as a member of its board of directors from 1999 to 2003. Mr. Barton also co-founded and has served as Non-Executive Chairman of Glassdoor.com, a salaries and reviews website for companies, since January 2008 and Trover, a mobile discovery network, since March 2010, and serves on the boards of directors of several other privately held companies. Mr. Barton also serves on the board of directors of Netflix, Inc. Mr. Barton holds a B.S. in General Engineering: Industrial Economics from Stanford University. Mr. Barton is qualified to serve on our board of directors because of the strategic and technical insight he brings as a founder of companies in the mobile and Internet industries, including experience in marketing products to consumers through the Internet, and because of his extensive and in-depth knowledge of our business as one of our co-founders and as one of our largest shareholders. As a former chief executive officer and director of other public companies, Mr. Barton brings managerial, operational and corporate governance experience to our board of directors.

 

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Lloyd D. Frink

Lloyd D. Frink (age 49) is our co-founder and has served as our Vice Chairman since March 2011, as a member of our board of directors since our inception in December 2004, and as our President since February 2005. Mr. Frink previously served as our Vice President from December 2004 to February 2005, as our Treasurer from December 2009 to March 2011 and as our Chief Strategy Officer from September 2010 to March 2011. From 1999 to 2004, Mr. Frink was at Expedia, Inc., where he held many leadership positions, including Senior Vice President, Supplier Relations, in which position he managed the air, hotel, car, destination services, content, merchandising and partner marketing groups from 2003 to 2004. From 1988 to 1999, Mr. Frink was at Microsoft Corporation, where he worked in many leadership roles, including as part of the original Expedia team and as a Group Program Manager from 1991 to 1995 and 1997 to 1999. Mr. Frink serves on the board of directors of GrubHub Inc., an online and mobile food-ordering company. Mr. Frink holds an A.B. in Economics from Stanford University. Mr. Frink is qualified to serve on our board of directors because of his extensive background and experience with Internet-based and technology companies, including experience in marketing products to consumers through the Internet, combined with his in-depth knowledge of our business as one of our co-founders and as one of our largest shareholders.

Directors Continuing in Office Until the 2015 Annual Meeting of Shareholders

Erik Blachford

Erik Blachford (age 47) has served as a member of our board of directors since May 2005. Mr. Blachford has served as Executive Chairman at TerraPass, Inc., a carbon offset company, since September 2009, and as a venture partner at Technology Crossover Ventures since March 2011. From September 2009 to January 2011, Mr. Blachford served as Chairman and Chief Executive Officer at Butterfield & Robinson Travel, a luxury tour operator. From May 2007 to August 2009, Mr. Blachford served as Chief Executive Officer at TerraPass, Inc. From January 2005 to April 2007, Mr. Blachford was an active independent investor in a variety of early stage private companies. From March 2003 to December 2004, Mr. Blachford served as Chief Executive Officer of Expedia, Inc. and Chief Executive Officer of IAC Travel, the travel division of IAC/InterActiveCorp, a holding company of Internet businesses. From January 2003 to December 2004, Mr. Blachford served as President of Expedia North America and Expedia Senior Vice President of Marketing & Programming. Mr. Blachford previously served on the boards of directors of Expedia, Inc. from April 2003 to September 2003, and Points International Ltd., a reward-program management portal, from June 2003 to December 2004. Mr. Blachford currently serves as a member of the boards of directors of several privately held companies. Mr. Blachford also serves on the U.S. National Council of the World Wildlife Fund. Mr. Blachford holds a B.A. in English and a certificate in theater from Princeton University, and an M.B.A. from Columbia University’s Graduate School of Business. Mr. Blachford is qualified to serve on our board of directors because he brings strategic, operational and corporate governance experience as a former chief executive officer and director of a public company in the mobile and Internet industries. In addition, Mr. Blachford brings experience with respect to marketing products to consumers through the Internet.

Spencer M. Rascoff

Spencer M. Rascoff (age 38) has served as our Chief Executive Officer since September 2010 and has served as a member of our board of directors since July 2011. Mr. Rascoff joined our company as one of our founding employees in 2005 as Vice President of Marketing and Chief Financial Officer and served as our Chief Operating Officer from December 2008 until he was promoted to Chief Executive Officer. From 2003 to 2005, Mr. Rascoff served as Vice President of Lodging for Expedia, Inc. In 1999, Mr. Rascoff co-founded Hotwire, Inc., an online travel company, and managed several of Hotwire’s product lines before Hotwire was acquired in 2003 by IAC/InterActiveCorp, Expedia, Inc.’s parent company at the time. Mr. Rascoff served in the mergers and acquisitions group at Goldman, Sachs & Co., an investment banking and securities firm, and also held other positions at TPG Capital, Bear Stearns and Allen & Company, each investment firms, prior to that time. Mr. Rascoff serves on the board of directors of TripAdvisor, Inc., a publicly traded travel services company, zulily, inc., a publicly traded

 

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e-commerce company, and Julep Beauty Incorporated, a privately held beauty products company. Mr. Rascoff also serves on the advisory board at Seattle Children’s Research Institute. Mr. Rascoff graduated cum laude with a B.A. in Government from Harvard University, and he serves on Harvard University’s Digital Community & Social Networking Advisory Group. Mr. Rascoff is qualified to serve on our board of directors due to the perspective and experience he brings as our Chief Executive Officer and his extensive background in the mobile and Internet industries.

Gordon Stephenson

Gordon Stephenson (age 48) has served as a member of our board of directors since May 2005. Mr. Stephenson is the co-founder and has been the Managing Broker of Real Property Associates (“RPA”), an independent real estate brokerage in the Pacific Northwest, since its inception in 1991. Prior to founding RPA, Mr. Stephenson was an associate broker with Prudential MacPhersons and Windermere Real Estate, both of which are real estate sales and brokerage companies based in Seattle, Washington. Mr. Stephenson holds an A.B. in Economics from Stanford University. Mr. Stephenson is qualified to serve on our board of directors because he brings extensive experience in the real estate industry as a founder and manager of a real estate brokerage firm.

 

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CORPORATE GOVERNANCE

 

 

Board of Directors

Our board of directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. During 2013 and including telephonic meetings, our board of directors met seven times, the audit committee held five meetings, the compensation committee held four meetings and the nominating and corporate governance committee held one meeting. During 2013, each member of the board of directors attended 85% or more of the aggregate number of meetings of the board and committees on which he served that were held during his term of service. We encourage all of our directors and nominees for director to attend our annual meeting of shareholders. Five of our directors attended the 2013 Annual Meeting of Shareholders.

Our board of directors has undertaken a review of the independence of each of the persons who served as a director during 2013. Based on information provided by each director concerning his background, employment and affiliations, our board of directors has determined that Messrs. Blachford, Gurley, Hoag, Maffei and Stephenson do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of The Nasdaq Global Market. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

The board of directors also considered the following transactions, relationships and arrangements that are not required to be disclosed in this Proxy Statement as related person transactions. With respect to the independence of Mr. Gurley, the board considered that Mr. Barton, one of our founders and our Executive Chairman, provides advisory services in a non-employee capacity to Benchmark Capital, a venture capital firm where Mr. Gurley serves as a General Partner. These services include the identification and evaluation for Benchmark Capital of potential investments and related advice. Mr. Barton has also invested in certain of Benchmark Capital’s venture capital funds, which capital commitments represent less than 0.5% of the total committed capital of each of the funds. In exchange for Mr. Barton’s services, Benchmark Capital pays a portion of Mr. Barton’s capital commitments to the funds. With respect to the independence of Mr. Hoag, the board of directors considered that Messrs. Barton and Rascoff have invested in private equity and venture capital funds of Technology Crossover Ventures, or TCV Funds. Mr. Hoag is a direct or indirect director, limited partner, or member of the general partners of the TCV Funds. Each of Mr. Barton’s and Mr. Rascoff’s capital commitments to the TCV Funds represent less than 0.1% of the aggregate committed capital of the funds. With respect to the independence of Mr. Blachford, the board considered that (a) Messrs. Blachford and Barton are 50% co-owners of a condominium, (b) Mr. Blachford serves on the boards of directors of two privately held companies in which Mr. Barton is an investor and, for one of the companies, also serves as a board member, and (c) Mr. Blachford serves as a venture partner of TCMI, Inc., a management entity associated with the TCV Funds. With respect to the independence of Mr. Stephenson, the board of directors considered that Mr. Stephenson participates in our Premier Agent program. The independent directors periodically meet in executive session.

Board Leadership Structure

In accordance with our Corporate Governance Guidelines, a copy of which is posted on our website at http://investors.zillow.com/Governance.cfm, our board of directors does not have a policy as to whether the offices of chair of the board and Chief Executive Officer should be separate. Our board of directors believes that it should have the flexibility to make this determination as circumstances require and in a manner that it believes is best to provide appropriate leadership for our company. The board of directors believes that its current leadership structure, with Mr. Barton serving as Executive Chairman and Mr. Rascoff serving as Chief Executive

 

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Officer, is appropriate because it enables the board as a whole to engage in oversight of management, promote communication between management and the board and oversee governance matters while allowing our Chief Executive Officer to focus on his primary responsibility for the operational leadership and strategic direction of the Company. In addition, the board of directors benefits from the perspective and insights of Messrs. Barton and Rascoff as a result of their extensive experience in the mobile and Internet industries. The board of directors does not believe that its role in risk oversight has affected the board’s leadership structure.

Risk Oversight

The board of directors considers the assessment of company risks and strategies for risk mitigation to be a responsibility of the entire board (as reported by and through the appropriate committee in the case of risks that are under the purview of a particular committee). The compensation committee provides oversight of our compensation philosophy and the objectives of our compensation programs, including the evaluation of whether our incentive compensation programs contain incentives for executive officers and employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on us. The nominating and governance committee oversees risks associated with corporate governance and the composition of our board of directors, including the independence of board members. The audit committee provides oversight concerning our major financial risk exposures and the steps management has taken, including the implementation of enterprise risk management programs, to monitor and control such exposures. Each committee generally reports on its discussions to the full board of directors during the committee reports portion of the next board meeting. This enables the board of directors and its committees to coordinate its risk oversight roles.

Board Committees

The board of directors currently has the following standing committees: audit, compensation, and nominating and governance. The board of directors may, from time to time, form a new committee or disband a current committee depending on the circumstances and needs of the Company. Each committee complies with the independence and other requirements established by the SEC, Nasdaq and applicable laws and regulations. Membership of the standing committees is determined annually by the board of directors with consideration given to the recommendation of the nominating and governance committee. Adjustments to committee assignments may be made at any time.

The board of directors has adopted a written charter for each standing committee. Shareholders may access a copy of each standing committee’s charter on the Investor Relations section of our website at http://investors.zillow.com/Governance.cfm. A summary of the duties and responsibilities of each committee is set forth below.

Audit Committee

Our audit committee consists of Erik Blachford, J. William Gurley and Gregory B. Maffei, with Mr. Maffei serving as Chair. Our audit committee oversees our corporate accounting and financial reporting process, internal accounting and financial controls and audits of the financial statements. Our audit committee also (a) evaluates the independent auditor’s qualifications, independence and performance; (b) engages and provides for the compensation of the independent auditor; (c) establishes the policies and procedures for the retention of the independent auditor to perform any proposed permissible non-audit services; (d) reviews our annual audited financial statements; (e) reviews our critical accounting policies, our disclosure controls and procedures and internal controls over financial reporting; (f) discusses with management and the independent auditor the results of the annual audit and the reviews of our quarterly unaudited financial statements; and (g) reviews related-person transactions that are disclosed under Item 404 of Regulation S-K. Our board of directors has determined that each of our audit committee members meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and The Nasdaq Global Market. Our board of directors has determined that each of Messrs. Blachford, Mr. Gurley and Mr. Maffei is an audit committee financial expert as defined under the applicable rules and regulations of the SEC.

 

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Compensation Committee

Our compensation committee consists of Erik Blachford, Jay C. Hoag and Gordon Stephenson, with Mr. Hoag serving as Chair. Our compensation committee reviews our overall compensation philosophy and policies relating to the compensation and benefits of our officers and employees, reviews and approves goals and objectives relevant to the compensation of our Chief Executive Officer and other senior officers, evaluates the performance of these officers in light of those goals and objectives, sets compensation of these officers based on such evaluations and otherwise oversees our compensation and benefit plans, policies and programs for our executive officers and non-employee directors. As part of its process to determine the compensation level of each executive officer, the compensation committee evaluates, among other things, the Chief Executive Officer’s assessment of the other executive officers and recommendations regarding their compensation in light of the goals and objectives of our executive compensation program.

Pursuant to its charter, the compensation committee has sole authority to engage outside compensation consultants or other advisors to assist the committee in carrying out its duties. During 2012, at the request of our compensation committee, our Executive Chairman, Mr. Barton, retained Barney & Barney LLC, a compensation consulting firm, to conduct a total direct compensation analysis of chief executive officer compensation at certain selected companies. Barney & Barney LLC provided this compensation data from publicly available proxy statements of companies identified by certain of our executive officers as peer companies. Barney & Barney LLC did not provide any other services to the compensation committee, management, or the Company and only received fees from the Company on behalf of our compensation committee. With respect to 2013 executive compensation, the compensation committee used the information provided by Barney & Barney LLC as a reference point and as one factor among many in making certain decisions about the compensation of our Chief Executive Officer, described further below in “Named Executive Officer Compensation – Compensation Discussion and Analysis.” Barney & Barney LLC did not provide any other services to the compensation committee during 2013.

The compensation committee also administers the issuance of stock options and other awards under our Amended and Restated 2011 Incentive Plan (the “2011 Plan”). Pursuant to its charter, the compensation committee may form and delegate authority to subcommittees and delegate authority to two or more designated members of the committee. The compensation committee may also delegate to one or more senior executive officers the authority to make certain grants of equity-based compensation to non-executive officer employees, subject to restrictions set forth in the charter and under applicable laws. Upon the recommendation of the compensation committee, the board of directors has delegated to Messrs. Rascoff, Barton and Frink the authority to grant equity awards to non-executive officer employees (and to sub-delegate such authority to other senior executive officers) under the 2011 Plan, subject to certain restrictions. Pursuant to such authority, these individuals routinely act to grant equity awards to our newly hired non-executive officer employees.

Our board of directors has determined that each member of our compensation committee meets the requirements for independence under the applicable rules and regulations of The Nasdaq Global Market and the Internal Revenue Code of 1986, as amended (the “Code”). For additional discussion of the processes and procedures the compensation committee has used to determine executive officer and non-employee director compensation, please refer to the sections entitled, “Named Executive Officer Compensation – Compensation Discussion and Analysis – How We Set Executive Compensation” and “Director Compensation,” respectively.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee in 2013 was, at any time during 2013 or at any other time, an officer or employee of Zillow, and, except as described in the section entitled “Certain Relationships and Related Person Transactions,” none had or has any relationships with Zillow that are required to be disclosed under Item 404 of Regulation S-K. None of Zillow’s executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee during 2013.

 

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Nominating and Governance Committee

Our nominating and governance committee consists of J. William Gurley and Gordon Stephenson, with Mr. Gurley serving as Chair. The nominating and governance committee is responsible for overseeing evaluations of our board of directors and its committees and making recommendations regarding candidates to serve on our board and the size and composition of our board. In making such recommendations, the nominating and governance committee considers director selection guidelines approved by our board of directors. The nominating and governance committee does not have a formal policy with respect to diversity, which includes age, geography, professional, or other factors; however, the nominating and governance committee and the board of directors believe it essential to have directors representing diverse viewpoints. Diversity is one factor considered by the nominating and governance committee in determining the needs of the board of directors and evaluating director candidates to fill such needs. The nominating and governance committee has the authority to retain a search firm to identify director candidates. As the nominating and governance committee deems appropriate, it may also retain independent counsel and other advisors to assist it with carrying out its duties. In addition, the nominating and governance committee is responsible for overseeing our governance guidelines and reporting and making recommendations concerning governance matters.

Pursuant to its charter, the nominating and governance committee will also consider qualified director candidates recommended by our shareholders. The nominating and governance committee evaluates the qualifications of candidates properly submitted by shareholders in the same manner as it evaluates the qualifications of director candidates identified by the committee or the board of directors. Shareholders can recommend director candidates by following the instructions outlined below in the section entitled “Additional Information – Consideration of Shareholder-Recommended Director Nominees.” No nominations for director were submitted to the nominating and governance committee for consideration by any of our shareholders in connection with the Annual Meeting.

 

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DIRECTOR COMPENSATION

 

 

2013 Director Compensation Table

During 2013, we compensated our non-employee directors solely with stock options. Our employee directors, Messrs. Rascoff, Barton and Frink, do not receive compensation for their board service. The following table provides information regarding the compensation of our non-employee directors during 2013. The compensation of Mr. Rascoff, our Chief Executive Officer and also a member of our board of directors, is discussed in the Compensation Discussion and Analysis and in the related tables.

 

Name

   Option Awards
($)(1)
     Total
($)
 

Erik Blachford

     100,000         100,000   

J. William Gurley

     100,000         100,000   

Jay C. Hoag

     100,000         100,000   

Gregory B. Maffei

     100,000         100,000   

Gordon Stephenson

     100,000         100,000   

 

(1) Amounts reflect aggregate grant date fair value of the option awards granted, computed, as of the grant date, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). Assumptions used to calculate these amounts are described in Note 11, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013. On March 1, 2013, each of the non-employee directors received an annual stock option grant to purchase 6,138 shares of our Class A common stock with a Black-Scholes-Merton grant date fair value of $100,000. As of December 31, 2013, our non-employee directors held stock options to purchase the following number of shares of our Class A common stock: Mr. Blachford, 15,139; Mr. Gurley, 15,139; Mr. Hoag, 15,139; Mr. Maffei, 26,972; and Mr. Stephenson, 22,535. Mr. Barton and Mr. Frink did not hold any stock options to purchase shares of our Class A common stock as of December 31, 2013.

Time and Manner of Compensation

We have implemented a formal program under the 2011 Plan pursuant to which, on March 1 of each year, our non-employee directors who have served for at least 12 months on our board of directors are eligible to receive stock option grants as compensation for the prior year’s service on our board and committees of our board. The automatic annual grants are fully vested on the date of grant. Directors who are initially elected or appointed to the board of directors during the 12-month period prior to a grant date automatically receive a prorated annual option grant on March 1 after their initial election or appointment to the board, based on the number of full calendar months that have elapsed between the date of the director’s initial election or appointment to the board and the March 1 grant date. Stock options granted under the program have seven-year terms, subject to earlier termination in the event of a director’s termination of service, and have a per share exercise price equal to the closing price of our Class A common stock on the date of grant. In 2013, the automatic annual grants were for that number of shares of Class A common stock having a Black-Scholes-Merton value of $100,000 on the date of grant (with any fractional share rounded to the nearest whole share (0.5 rounded up)). Under this program, on March 1, 2013, each non-employee director received a stock option to purchase 6,138 shares of our Class A common stock. For 2014, the Black-Scholes-Merton grant date value of the annual option grants was increased to $150,000 so that, on March 1, 2014, each non-employee director received a stock option to purchase 4,602 shares of our Class A common stock. We also reimburse our directors for expenses associated with attending meetings of our board of directors and board committees.

 

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EQUITY COMPENSATION PLAN INFORMATION

 

 

The following table provides certain information as of December 31, 2013 with respect to our equity compensation plans in effect on that date.

 

Plan Category

   Number of Securities to be
Issued upon Exercise of
Outstanding Options,
Warrants and Rights

(a)
    Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights

(b)
    Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))

(c)
 

Equity Compensation Plans Approved by Shareholders(1)(2)

     5,277,829 (3)    $ 27.09 (4)      1,295,349 (5) 

Equity Compensation Plans Not Approved by Shareholders

     —          —          —     

Total

     5,277,829 (3)    $ 27.09 (4)      1,295,349 (5) 

 

(1) Includes the Zillow, Inc. Amended and Restated 2005 Equity Incentive Plan (the “2005 Plan”) and the 2011 Plan. The 2005 Plan was terminated in July 2011, and no new awards may be granted thereunder.
(2) The 2011 Plan contains an “evergreen” provision, pursuant to which the number of shares of Class A common stock available for issuance under the 2011 Plan can be increased on the first day of each of our fiscal years beginning in 2013, equal to the least of (a) 3.5% of our outstanding Class A common stock and Class B common stock on a fully diluted basis as of the end of our immediately preceding fiscal year, (b) 3,500,000 shares, and (c) a lesser amount determined by our board of directors; provided, however, that any shares from any increases in previous years that are not actually issued will continue to be available for issuance under the 2011 Plan.
(3) Includes 121,123 restricted stock units granted pursuant to our 2011 Plan. Does not include 96,792 shares of restricted stock granted pursuant to our 2011 Plan.
(4) Weighted-average exercise price does not include shares issuable upon vesting of restricted stock units, which have no exercise price.
(5) Does not include 1,563,827 shares that became available for issuance under the 2011 Plan on January 1, 2014 pursuant to the “evergreen” provision. Does not include stock option awards for an aggregate of 93,759 shares, which stock option awards were granted in substitution of options previously granted by companies we acquired in 2012 and 2013, and which stock option awards do not reduce the number of shares available for future issuance under the 2011 Plan.

Purpose of the 2011 Plan

The purpose of the 2011 Plan is to attract, retain and motivate our employees, officers, directors, consultants, agents, advisors and independent contractors by providing them with the opportunity to acquire an equity interest in us and to align their interests and efforts to the long-term interests of our shareholders. The 2011 Plan authorizes the board of directors or the compensation committee to award stock options, stock appreciation rights, restricted stock, stock units, performance shares, performance units and other incentives payable in cash or in shares of our Class A common stock. The board of directors, the compensation committee and our management all believe that the effective use of share-based long-term incentive compensation is vital to our continued ability to recruit, hire and retain the individuals required to successfully execute our business plans and achieve strong performance in the future by providing a direct link between compensation and long-term shareholder value creation. We make grants under the 2011 Plan to all our employees, generally initially upon hire and then annually based on performance during the prior year. The 2011 Plan was approved by our board of directors and our shareholders in June 2011.

 

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AUDIT COMMITTEE REPORT

 

 

The audit committee assists our board of directors in oversight of (a) our accounting and financial reporting processes and the audits of our financial statements, (b) the independent auditor’s qualifications, independence and performance, (c) our internal audit function, if any, and the performance of our internal accounting and financial controls, and (d) our compliance with legal and regulatory requirements. Ernst & Young LLP, acting as an independent registered public accounting firm, was responsible for auditing the financial statements prepared by our management for the fiscal year ended December 31, 2013.

In connection with our review of our audited financial statements for the fiscal year ended December 31, 2013, we relied on reports received from Ernst & Young LLP as well as the advice and information we received during discussions with our management. In this context, we hereby report as follows:

 

  (i) The audit committee has reviewed and discussed the audited financial statements for fiscal year 2013 with our management.

 

  (ii) The audit committee has discussed with the independent registered public accounting firm the matters required to be discussed by the statement on Auditing Standard No. 16, Communications with Audit Committees .

 

  (iii) The audit committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

 

  (iv) Based on the review and discussion referred to in paragraphs (i) through (iii) above, the audit committee recommended to our board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2013, for filing with the SEC.

Members of the audit committee:

Gregory B. Maffei (Chairman)

Erik Blachford

J. William Gurley

 

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Ernst & Young LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2013. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate questions. The audit committee has not yet selected our independent registered public accounting firm for the fiscal year ending December 31, 2014 as it is in the process of evaluating proposals from various firms. The committee intends to make its selection after the date of this Proxy Statement.

Fees Paid to Independent Registered Public Accounting Firm

The following table provides information regarding the fees billed by Ernst & Young LLP for the fiscal years ended December 31, 2013 and 2012, inclusive of out-of-pocket expenses. All fees described below were approved by the audit committee.

 

     2013      2012  

Audit Fees

   $ 960,142       $ 1,058,875   

Audit-Related Fees

   $ 185,000       $ 218,258   

Tax Fees

   $ —        $ —    

All Other Fees

   $ 1,995       $ 1,995   

Audit Fees

Audit fees of Ernst & Young LLP during the 2013 and 2012 fiscal years include the aggregate fees incurred for the audits of our annual financial statements and the review of each of the quarterly financial statements included in our Quarterly Reports on Form 10-Q, services rendered in connection with our registration statements on Form S-3 related to our follow-on offerings completed in August 2013 and September 2012, our registration statement on Form S-8 related to our 2011 Plan, comfort letter consents and other matters related to the SEC.

Audit-Related Fees

Audit-related fees of Ernst & Young LLP during the 2013 and 2012 fiscal years include certain fees incurred for the audits of the financial statements of businesses we acquired. For the 2013 fiscal year, these fees related to the financial statement audit of StreetEasy, Inc., formerly known as NMD Interactive, Inc., d/b/a StreetEasy, which we acquired in August 2013. For the 2012 fiscal year, these fees related to the financial statement audits of RentJuice Corporation, which we acquired in May 2012.

Tax Fees

For the fiscal years ended December 31, 2013 and 2012, there were no fees billed by Ernst & Young LLP for professional services rendered under “Tax Fees” in the chart above.

All Other Fees

Other fees include access to online accounting and tax research software applications and data.

Audit Committee Review and Pre-Approval of Independent Registered Public Accounting Firm’s Services

Our audit committee’s policy is to pre-approve all audit and non-audit services (including the fees and terms thereof) to be performed by our independent registered public accounting firm. This policy is set forth in the charter of the audit committee, which is available at http://investors.zillow.com/Governance.cfm. The audit committee considered whether the non-audit services rendered by Ernst & Young LLP were compatible with maintaining Ernst & Young LLP’s independence as the independent registered public accounting firm of our financial statements as described in this section and concluded that they were.

 

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EXECUTIVE OFFICERS

 

 

The following table provides information regarding our executive officers as of April 2, 2014:

 

Name

   Age     

Position

Spencer M. Rascoff

     38       Chief Executive Officer

Richard N. Barton

     46       Executive Chairman and Director

Lloyd D. Frink

     49       Vice Chairman, President and Director

David A. Beitel

     44       Chief Technology Officer

Amy C. Bohutinsky

     39       Chief Marketing Officer

Chad M. Cohen

     39       Chief Financial Officer and Treasurer

Kathleen Philips

     47       Chief Operating Officer, General Counsel and Secretary

Greg M. Schwartz

     41       Chief Revenue Officer

Errol G. Samuelson

     48       Chief Industry Development Officer

Executive Officers

For biographical information for Messrs. Barton, Frink and Rascoff, please refer to the section entitled “Proposal 1: Election of Directors”.

David A. Beitel has served as our Chief Technology Officer since February 2005. From 1999 to 2005, Mr. Beitel was at Expedia, Inc., where he held many leadership positions, including Chief Technology Officer from 2003 to 2005 and Vice President of Product Development from 1999 to 2003. From 1992 to 1999, Mr. Beitel held many leadership positions at Microsoft Corporation, including Development Lead in the handheld computing group and as a member of the original Expedia team. Mr. Beitel holds a B.S. and an M.E. in Computer Science, both from Cornell University.

Amy C. Bohutinsky has served as our Chief Marketing Officer since March 2011. Since joining our company in 2005, Ms. Bohutinsky has held many leadership positions, including Vice President of Marketing and Communications from September 2010 to March 2011, Vice President of Communications between August 2008 and September 2010, and Director of Communications between August 2005 and August 2008. From 2001 to 2005, Ms. Bohutinsky held many leadership positions at Hotwire, Inc., including Director of Corporate Communications. Ms. Bohutinsky previously worked for Blanc & Otus, a technology public relations firm, from 2000 to 2001 and was formerly a broadcast journalist with various local network affiliates. Ms. Bohutinsky holds a B.A. in Journalism and Mass Communications from Washington & Lee University.

Chad M. Cohen has served as our Chief Financial Officer and Treasurer since March 2011. Mr. Cohen served as our Controller from June 2006 to March 2011 and as our Vice President of Finance from September 2010 to March 2011. Mr. Cohen served as Assistant Controller and Financial Integrity Manager for Ticketmaster Entertainment, Inc., a vendor of live event tickets, from 2003 to 2006. Mr. Cohen served as Vice President and Assistant Controller for Countrywide Financial Corporation, a mortgage lender, in 2002. Prior to Mr. Cohen’s employment at Countrywide, he served as Supervising Senior Auditor at Ernst & Young LLP, a provider of assurance, tax, transaction and advisory services, where he worked in their Technology, Communications and Entertainment practice between 1998 and 2002. Mr. Cohen worked as a Financial Planning Analyst for Novellus Systems, a provider of advanced process equipment for the semiconductor industry, from 1997 to 1998. Mr. Cohen holds a B.S. in Business Administration from Boston University and is licensed as a Certified Public Accountant in the State of California (inactive).

Kathleen Philips has served as our Chief Operating Officer since August 2013 and our General Counsel since July 2010. Ms. Philips served as General Counsel at FanSnap, Inc., a search engine for live event tickets, from June 2008 to June 2010, as General Counsel at Pure Digital Technologies, Inc., the producer of Flip Video

 

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camcorders, from September 2007 to June 2008 and as General Counsel at StubHub, Inc., an online live event ticket marketplace, from May 2005 to April 2006. Ms. Philips served as General Counsel at Hotwire, Inc. from 2001 to 2004 and as its Corporate Counsel from 2000 to 2001. Ms. Philips was an attorney in private practice at Cooley Godward LLP from 1998 to 2000 and at Stoel Rives LLP from 1997 to 1998. Ms. Philips holds a B.A. in Political Science from the University of California, Berkeley, and a J.D. from the University of Chicago.

Greg M. Schwartz has served as our Chief Revenue Officer since September 2010. Prior to his promotion to Chief Revenue Officer, Mr. Schwartz served as our Vice President of Sales from March 2007 to September 2010. Prior to joining our company, Mr. Schwartz was Vice President of Advertising Sales at CNNMoney.com, a financial media company, from July 2005 to March 2007. From August 2001 to July 2005, Mr. Schwartz served as National Accounts Director for the Automotive and Finance Properties of Yahoo!, Inc., an online search company. Mr. Schwartz held various positions at DoubleClick, Inc., an online advertising company, from 1998 to 2000, including Director of Business Development. Mr. Schwartz holds a B.A. in Political Science from Hamilton College.

Errol G. Samuelson has served as Chief Industry Development Officer of the Company since March 2014. Prior to joining our Company, Mr. Samuelson held various positions with Move, Inc., an online real estate company, and its owned and operated companies, including Chief Strategy Officer of Move, Inc. from April 2013 to March 2014, President of realtor.com ® , the real estate listing website of Move, Inc., from February 2007 to March 2014, Chief Revenue Officer of Move, Inc. from May 2009 until April 2013, and President of Top Producer, a software-as-a-service company of Move, Inc., from October 2003 to February 2007. Mr. Samuelson holds a B.A. Sc. in Electronics Engineering from Simon Fraser University.

 

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS, DIRECTORS, AND MANAGEMENT

 

 

The following table presents information as to the beneficial ownership of our common stock as of April 2, 2014 for:

 

   

each person who we know beneficially owns more than five percent of any class of our voting securities;

 

   

each of our directors;

 

   

each of our named executive officers as set forth in the summary compensation table below; and

 

   

all of our directors and executive officers as a group.

Unless otherwise noted, the address of each beneficial owner listed in the table is Zillow, Inc., 1301 Second Ave, Floor 31, Seattle, Washington 98101.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Class A common stock and Class B common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 33,464,441 shares of Class A common stock outstanding as of April 2, 2014 and 6,267,447 shares of Class B common stock outstanding as of April 2, 2014. In computing the number of shares of Class A common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of Class A common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of April 2, 2014 and the number of shares of Class B common stock held by that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

 

    Class A
Common Stock
    Class B
Common Stock
    % Total
Voting
Power(1)
 

Name of Beneficial Owner

  Shares     %     Shares     %    

5% Security Holders:

         

Caledonia (Private) Investments Pty Limited(2)

    6,260,390        18.7        —         —          6.5   

Cavalane Holdings Pty Limited and related entities(3)

    3,006,313        9.0        —         —          3.1   

Wellington Management Company, LLP(4)

    3,398,278        10.2        —         —          3.5   

Officers and Directors:

         

Spencer M. Rascoff(5)

    424,683        1.3        —         —          *   

Richard N. Barton(6)

    4,100,289        11.0        3,813,725        60.8        39.7   

Lloyd D. Frink(7)

    3,112,427        8.7        2,453,722        39.2        25.5   

David A. Beitel(8)

    33,100        *        —         —          *   

Chad M. Cohen(9)

    16,502        *        —         —          *   

Kathleen Philips(10)

    26,994        *        —         —          *   

Greg M. Schwartz(11)

    110,255        *        —         —          *   

Erik Blachford(12)

    224,507        *        —         —          *   

J. William Gurley(13)

    435,325        1.3        —         —          *   

Jay C. Hoag(14)

    559,653        1.7        —         —          *   

Gregory B. Maffei(15)

    318,633        *        —         —          *   

Gordon Stephenson(16)

    56,141        *        —         —          *   

All executive officers and directors as a group (14 persons)(17)

    9,480,457        23.4        6,267,447        100.0        67.0   

 

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* Represents beneficial ownership or total voting power of less than 1%.
(1) Percentage total voting power represents voting power with respect to all outstanding shares of our Class A common stock and Class B common stock, as a single group. Each holder of Class A common stock shall be entitled to one vote per share of Class A common stock and each holder of Class B common stock shall be entitled to 10 votes per share of Class B common stock. Holders of Class A common stock and Class B common stock will vote together as a single group on all matters (including the election of directors) submitted to a vote of shareholders, unless otherwise required by law or our amended and restated articles of incorporation. The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis.
(2) Based upon a Schedule 13G/A filed with the SEC on February 14, 2014 by Caledonia (Private) Investments Pty Limited. The address of Caledonia (Private) Investments Pty Limited is Level 7, Gold Fields House, 1 Alfred Street, Sydney, NSW, 2000, Australia.
(3) Based upon information provided by Cavalane Holdings Pty Limited (“Cavalane”). Includes 3,006,313 shares of our Class A common stock held directly by Cavalane. Cavalane is an indirect subsidiary of Consolidated Press International Holdings Limited (“CPIH”). As such, CPIH may be deemed to have shared voting and dispositive power over the shares held directly by Cavalane. The address of CPIH is 10 Petrona House, Fowler Street off East Bay Street, City of Nassau, Island of New Providence, Commonwealth of Bahamas. The address of Cavalane is Level 3, 54-58 Park Street, Sydney, NSW, 2000, Australia.
(4) Based upon a Schedule 13G/A filed with the SEC on April 10, 2014 by Wellington Management Company, LLP. Wellington Management Company, LLP reports that it has shared voting power over 2,592,022 shares of Class A common stock and shared dispositive power over 3,398,278 shares of Class A common stock. The address of Wellington Management Company, LLP is 280 Congress Street, Boston, MA 02210.
(5) Includes 424,683 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014.
(6) Shares of Class A common stock beneficially owned include 3,813,725 shares of Class B common stock, of which 339,880 shares of Class B common stock are held by Barton Ventures II LLC, or the Barton LLC, and 286,564 shares of Class A common stock, of which 280,000 shares of Class A common stock are held by the Barton Descendants’ Trust dated December 30, 2004. Mr. Barton has investment power over the shares of Class A common stock held by the trust but cannot receive proceeds from the sale of the shares. Mr. Barton does not have voting power over the shares of Class A common stock held by the trust and therefore those shares have been excluded from the calculation of percentage of total voting power. Mr. Barton has sole dispositive and voting power over the shares of Class A common stock held by the Barton LLC.
(7) Shares of Class A common stock beneficially owned include 2,453,722 shares of Class B common stock and 658,130 shares of Class A common stock held by the Frink Descendants’ Trust dated December 30, 2004. Mr. Frink has investment power over the shares of Class A common stock held by the trust but cannot receive proceeds from the sale of the shares. Mr. Frink does not have voting power over the shares of Class A common stock held by the trust and therefore those shares have been excluded from the calculation of percentage of total voting power.
(8) Includes 11,651 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014.
(9) Includes 16,102 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014.
(10) Includes 26,419 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014.
(11) Includes 110,255 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014.
(12) Includes 19,741 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014. Includes 201,624 shares of Class A common stock held by the Blachford – Mohit Family Trust.

 

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(13) Includes 19,741 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014 and 1,057 shares of Class A common stock held by Mr. Gurley’s family trust. In addition, includes 329,454 shares of our Class A common stock beneficially owned by entities related to Benchmark Capital which are held of record by Benchmark Capital Partners V, L.P., or BCP V, Benchmark Founders’ Fund V, L.P., Benchmark Founders’ Fund V-A, L.P., and Benchmark Founders’ Fund V-B, L.P., or collectively the Benchmark V Funds, and certain entities affiliated with the managing members of Benchmark Capital Management Co. V, L.L.C., or BCMC V. BCMC V is the general partner of BCP V and each of the other Benchmark V Funds. Alexandre Balkanski, Bruce W. Dunlevie, Peter H. Fenton, J. William Gurley, one of our directors, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky and Steven M. Spurlock are the managing members of BCMC V and may be deemed to have shared voting and investment power over the shares held by the Benchmark V Funds. The 329,454 shares of our Class A common stock beneficially owned by the entities related to Benchmark Capital do not include any shares held by Mr. Balkanski’s family trust, a limited partnership controlled by Mr. Balkanski, a limited liability company controlled by Mr. Dunlevie, Mr. Dunlevie’s family trust, Mr. Gurley’s family trust, directly by Mr. Gurley, Mr. Harvey’s family trust, Mr. Lasky’s family trust or directly by Mr. Kagle.
(14) Includes 12,741 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014. Mr. Hoag has the sole power to dispose and direct the disposition of such options and any shares of Class A common stock issuable upon exercise of such options, and the sole power to direct the vote of the shares of Class A common stock to be received upon exercise of the options. However, Mr. Hoag has transferred to TCV Management 2004, L.L.C., or TCM 2004, 100% of the pecuniary interest in such options and any shares of Class A common stock issuable upon exercise of such options. Mr. Hoag is a member of TCM 2004, but disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in such shares. In addition, includes 35,092 shares of Class A common stock held by the Hoag Trust of which Mr. Hoag is a trustee and 11,375 shares of our Class A common stock held by Hamilton Investments Limited Partnership of which Mr. Hoag is the sole general partner and a limited partner. Mr. Hoag disclaims beneficial ownership of the shares held by the Hoag Trust and Hamilton Investments Limited Partnership except to the extent of his pecuniary interest therein. In addition, includes 491,000 shares of Class A common stock held by TCV V, L.P. and 9,445 shares held by TCV Member Fund, L.P. Mr. Hoag, one of our directors, is a member of the general partner of each of TCV V, L.P. and TCV Member Fund, L.P. Mr. Hoag disclaims beneficial ownership with respect to all shares beneficially owned by the TCV Funds except to the extent of his pecuniary interest therein.
(15) Includes 27,137 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014.
(16) Includes 27,137 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014. Includes 25,502 shares of Class A common stock held by the Stephenson Family LLC.
(17) Shares of Class A common stock beneficially owned include 757,555 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of April 2, 2014.

 

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

 

Section 16(a) of the Exchange Act requires our directors, officers and beneficial holders of more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

To our knowledge, all of our applicable directors, officers and beneficial holders of more than 10% of our common stock complied with all of the Section 16(a) reporting requirements applicable to them with respect to transactions during fiscal year 2013, except David A. Beitel filed late a Form 4 to report a stock option granted in June 2013.

 

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NAMED EXECUTIVE OFFICER COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

 

 

This Compensation Discussion and Analysis provides information about the compensation for our named executive officers, including an analysis of the overall objectives of our compensation program and each element of compensation provided. For 2013, our named executive officers are:

 

   

Spencer M. Rascoff, Chief Executive Officer

 

   

Chad M. Cohen, Chief Financial Officer and Treasurer

 

   

David A. Beitel, Chief Technology Officer

 

   

Kathleen Philips, Chief Operating Officer, General Counsel and Secretary

 

   

Greg M. Schwartz, Chief Revenue Officer

Compensation Philosophy and Objectives

We believe our success largely depends on our ability to attract, retain and motivate talented employees to operate our company in a dynamic and changing market. We compete with many other companies in seeking to attract and retain a skilled management team. To meet this challenge, the objectives of our compensation program are to:

 

   

attract qualified, experienced executive officers who will enable us to achieve our business objectives;

 

   

retain and motivate our executive officers to achieve superior performance;

 

   

reward performance; and

 

   

align the interests of our executive officers with those of our shareholders by motivating our executive officers to increase shareholder value.

How We Set Executive Compensation

Pursuant to delegation from our board of directors, the compensation committee of our board is generally responsible for setting our overall executive compensation strategy and for making determinations with respect to executive compensation. This includes establishing and annually reviewing the compensation of our executive officers and overseeing our equity plan to ensure that our total compensation program is reasonable and competitive.

In setting 2013 executive compensation, our compensation committee generally relied on its collective experience and knowledge, its past practices, our overall performance, input from our Chief Executive Officer, Mr. Rascoff, and other considerations it deemed relevant. Mr. Rascoff recommends base salary increases and the size of equity awards (other than for himself) to the compensation committee for its consideration and advises the compensation committee regarding our compensation program’s ability to attract, retain and motivate executive talent. Mr. Rascoff’s recommendations reflect compensation levels that he believes are commensurate with an executive officer’s individual qualifications, experience, level of responsibility, knowledge, skills and individual performance, as well as our resources and performance.

In addition, during 2012, at the request of our compensation committee, our Executive Chairman, Mr. Barton, retained Barney & Barney LLC, an independent compensation consulting firm, to conduct a total direct compensation analysis of chief executive officer compensation at certain selected companies. Barney & Barney LLC provided compensation data from publicly available proxy statements for the chief executive officers of companies identified by certain of our executive officers as peer companies. These peer companies were identified among companies operating in the real estate and/or mobile and Internet industries, taking into account

 

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size and status as a recently public company. The data gathered included, among other items, 75 th , 50 th and 25 th percentile base salary, long-term incentive and total direct compensation levels for executive officers of the peer group. With respect to 2013 executive compensation, the compensation committee used the information provided by Barney & Barney LLC as a reference point solely in connection with the January 2013 stock option grant to Mr. Rascoff discussed below in the section entitled, “Elements of Executive Compensation – Equity-Based Compensation” and the determination of Mr. Rascoff’s base salary for 2013. Barney & Barney LLC did not provide any other services to the compensation committee, management, or the Company during 2012 or 2013.

The 2013 peer group used in connection with determining Mr. Rascoff’s January 2013 stock option grant and his 2013 base salary was composed of the following companies:

 

The Active Network, Inc.

   Motricity, Inc.

Angie’s List, Inc.

   Move, Inc.

Ancestry.com LLC

   OpenTable, Inc.

Bankrate, Inc.

   Orbitz Worldwide, Inc.

Blue Nile, Inc.

   Shutterfly, Inc.

Expedia, Inc.

   TripAdvisor, Inc.

Groupon, Inc.

   Trulia, Inc.

HomeAway, Inc.

   WebMD Health Corp.

LinkedIn Corporation

   Yelp Inc.

Market Leader, Inc.

   Zipcar, Inc.

We held a non-binding, advisory vote to approve the compensation of our named executive officers, commonly referred to as the “say-on-pay” vote, at our 2012 Annual Meeting of Shareholders, as required by Section 14A of the Securities Exchange Act of 1934. Our advisory resolution to approve the compensation of our named executive officers received substantial majority support from shareholders with approximately 97% “For” votes. We take this result as support that our executive compensation program and practices are reasonable and well-aligned with shareholder expectations. Nevertheless, we review our overall approach to executive compensation periodically and we expect that the specific direction, emphasis and components of our executive compensation program will continue to evolve as will our process for establishing executive compensation. In the future, for example, we may begin to more formally assess our overall executive compensation program against that of comparable companies, including through the broader use of market compensation data. We intend to hold an advisory vote on the compensation of our named executive officers every third year. We are and will remain committed to being responsive to shareholder feedback, and the results of our say on pay votes will help inform the compensation committee’s discussions about the executive compensation program.

Elements of Executive Compensation

For 2013, our executive compensation program was comprised of base salaries, equity compensation in the form of stock options, and limited cash bonuses. Historically, and including 2013, compensation decisions for our executive officers have been highly individualized and based on a variety of factors. In particular, we have emphasized the use of equity to incentivize our executive officers to focus on our growth and create long-term shareholder value. To date, the compensation committee has not adopted any formal or informal policies for allocating compensation between long-term and short-term compensation or between cash and equity compensation.

Base Salaries . Base salaries provide our executive officers with a fixed amount of consistent compensation and, in conjunction with equity awards, are a significant motivating factor in attracting and retaining our executive officers. We have designed base salaries to be competitive while also seeking to manage our cash resources.

 

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When an executive officer is first hired, base salary is generally initially established through individual negotiations between us and the executive officer, taking into account subjective judgments as to the executive officer’s qualifications, experience, job duties and responsibilities, prior salary and internal pay equity comparisons.

The compensation committee annually reviews the base salaries of our executive officers. Adjustments to salaries generally become effective in the first quarter of the year following completion of our annual performance review process. This process includes a comprehensive self-performance review by all employees as well as a manager and peer review. Adjustments to base salaries also may occur at other times in the year in connection with promotions or performance.

In January 2013, annual base salaries for the named executive officers were approved, effective as of February 1, 2013, based on a subjective evaluation of executive officer performance, both historical and anticipated, and on the other factors described above. In approving 2013 salaries, the compensation committee also considered the additional demands placed on each of the named executive officers by the company’s growth during 2012, both endemic and through our four acquisitions during 2012. Significant milestones for the year ended December 31, 2012 included our acquisitions of HotPads, Inc., Mortech, Inc., The Guru Group LLC, dba Buyfolio.com, and RentJuice Corporation; the launch of several new tools and applications, including Zillow Rentals and Zillow Mortgage Marketplace applications; the renewal and expansion of our relationships with Yahoo! Inc. and Yahoo! ® Homes, respectively; and our sale and issuance of 3,844,818 shares of our Class A common stock in a registered offering. In addition, with respect to Mr. Rascoff, the compensation committee considered his long-standing service to us in leadership roles, his responsibilities over the prior year and the desire to incentivize and retain Mr. Rascoff, as well as the peer company compensation data provided by Barney & Barney LLC. Mr. Cohen, Mr. Beitel, Ms. Philips, and Mr. Schwartz each oversee substantial portions of our business and their salary increases were adjusted to reflect levels the compensation committee believed were commensurate with their responsibilities and performance. Mr. Cohen oversees a large number of our employees in his capacity as our Chief Financial Officer. Mr. Beitel oversees a substantial number of employees in his position as Chief Technology Officer. Ms. Philips oversees our legal and human resources departments as General Counsel and Secretary. Mr. Schwartz is largely responsible for revenue development.

In addition to the base salary adjustments at the beginning of 2013, in consultation with the Compensation Committee, Mr. Rascoff undertook a mid-year review of the 2013 base salaries for our named executive officers, other than himself. As a result of this evaluation, salaries were increased effective as of June 16, 2013 for each of our named executive officers other than Mr. Rascoff. The mid-year salary increases were based on an analysis of the factors discussed above for the February 1, 2013 salary increases and also were largely driven by the strong performance of our executive officers during a time of rapid growth and related increases in job responsibilities.

The table below contains information about the base salaries of our named executive officers, including the base salaries effective as of February 1, 2013 and the amount of the base salary increases effective as of June 16, 2013.

 

Name

   February 2013
Base Salary
($)
     June 2013
Base Salary
Increase
($)
     Total
2013 Base Salary
Increase
($)(1)
     % Increase
Over 2012
Base Salary(2)
 

Spencer M. Rascoff

   $ 485,640       $ —         $ 144,840         43

Chad M. Cohen

     305,795         50,000         141,051         54

David A. Beitel

     299,184         100,000         123,184         27

Kathleen Philips

     305,833         75,000         149,841         49

Greg M. Schwartz

     268,105         100,000         112,767         25

 

(1) Sum of 2013 base salary increases effective February and June 2013.
(2) Percentage amounts are based on average base salary for 2013 which are: Mr. Rascoff, $485,640; Mr. Cohen, $330,759; Mr. Beitel, $349,184; Ms. Philips, $343,333 and Mr. Schwartz, $318,105.

 

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Cash Bonuses . We have not established a formal cash incentive plan for our executive officers or otherwise awarded performance-based cash bonuses, with a limited exception for Mr. Schwartz described below. Instead we have relied primarily on the long-term incentive value of stock options.

While we do not offer a cash incentive plan for all our executive officers, since the commencement of Mr. Schwartz’s employment in 2007, we have offered him the opportunity to earn cash-based bonuses based on achievement of revenue. We believe that this type of compensation for a principal sales executive responsible for revenue development is common in the market in which we compete for talent and is reasonable in order to secure and retain Mr. Schwartz’s employment. For 2013, we changed the cash bonus opportunities for Mr. Schwartz in order to financially incentivize him to monetize certain new products we have recently introduced. Prior to the changes made in 2013, Mr. Schwartz’s performance-based incentive opportunities had not previously changed since he began employment with us and we believe the 2013 performance incentives are more aligned with his total current compensation.

For 2013, Mr. Schwartz had the following bonus opportunities:

 

   

Total Revenue Bonus. Similar to prior years, Mr. Schwartz was offered a bonus opportunity based on generated revenue. For 2013, Mr. Schwartz was eligible to receive a target bonus of $50,000 semi-annually, based on revenue generated during the first half and the second half of 2013 in relation to pre-established revenue objectives. Revenue is calculated under U.S. generally accepted accounting principles. For the first half of 2013, the revenue target was $80.637 million and for the second half of 2013, the revenue target was $102.132 million. The bonus payouts increase on a percentage basis to the extent that generated revenue exceeds target. For the first half of 2013, revenue was approximately $85.886 million (106.51% of target) and Mr. Schwartz earned a bonus of $53,255 that was paid in July 2013. For the second half of 2013, revenue was approximately $111.659 million (109.33% of target) and Mr. Schwartz earned a bonus of $54,664 that was paid in January 2014.

 

   

Rental Revenue Bonus. Mr. Schwartz was eligible to receive a $50,000 bonus in connection with meeting certain rental revenue objectives in 2013. This bonus opportunity is capped at $50,000, though a lesser amount may be earned if at least 75% of target rental revenue is achieved. During 2013, rental revenue was generated at 90% of target, and Mr. Schwartz received a bonus of $45,000 paid in January 2014. The target level for this goal was set at a level anticipated to be difficult to achieve and was designed to reward outstanding performance. We have not disclosed the performance target for this goal because we believe this disclosure would reveal confidential objectives and information that is not otherwise publicly disclosed by us and would result in competitive harm to us.

 

   

Premier Agent Revenue Bonus. Mr. Schwartz was eligible to receive a $50,000 bonus based on achievement of targeted premier agent revenue. This target was set at a challenging level that would require substantial effort to achieve. Premier agent revenue includes revenue from agent subscriptions. No amount is paid if the revenue target is not achieved. This target was not achieved for 2013 and, accordingly, no bonus was paid to Mr. Schwartz under this bonus opportunity. We have not disclosed the performance target for this goal because we believe it would reveal confidential objectives and information that is not otherwise publicly disclosed by us and would result in competitive harm to us.

Equity-Based Compensation . Since our inception, equity-based compensation in the form of stock options to purchase shares of our Class A common stock has been an integral component of our compensation program for all our employees. Our board of directors and our compensation committee believe that stock options have played and continue to play a significant role in our ability to attract, motivate and incentivize the executive talent necessary to accomplish our business objectives. We believe that stock options also provide our employees with a significant long-term interest in our success by rewarding the creation of shareholder value as stock options only have value if the price of our Class A common stock appreciates after the options are granted. Vesting for stock options is based on continued employment with us, generally over four years, thereby also encouraging the retention of our executive officers.

 

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We do not apply a formula to determine the size of individual stock options granted to our named executive officers. Instead, our compensation committee generally determines the size of individual grants using its collective business judgment and experience, taking into account, among other factors, the role and responsibility of the individual executive officer, the competitive market for the executive officer’s position, the size and value of existing equity awards and a subjective evaluation of individual performance and prior contributions to us. Based upon these factors, the compensation committee sets the size of each stock option award at a level it considers appropriate to create a meaningful incentive. No specific weight is given to any one of the foregoing factors, although larger awards are typically granted to executive officers with duties and responsibilities that are more likely to have a larger impact on the creation of long-term shareholder value. With limited exceptions, stock options are the only type of equity award we have granted to our executive officers since our inception.

As discussed above, the compensation committee considered compensation data from certain peer companies as a reference point and as one factor among many in connection with the stock option grant to Mr. Rascoff in January 2013. In the future, the compensation committee may continue to consider competitive market data or utilize such data as a tool to determine equity award grant amounts for our executive officers.

Our executive officers generally receive an initial stock option grant in connection with their hiring. Following each annual performance review, we typically grant additional stock options to our employees, including our named executive officers, in the first quarter of the year following completion of our annual performance review. The compensation committee also may grant additional stock options from time to time to retain executive officers and reward them for promotions or performance.

Stock options to our executive officers generally have a seven-year term and generally vest over four years, with 25% vesting after one year from the date of grant and the remainder vesting thereafter over 36 months in equal monthly installments, subject to the executive officer’s continued employment. We grant stock options with an exercise price equal to the current fair market value of our Class A common stock, which is equal to the closing price of our Class A common stock on The Nasdaq Global Market on the date of grant (or if the common stock is not trading on that date, the closing price on the immediately preceding trading day). Certain outstanding stock option grants to our Chief Executive Officer, Mr. Rascoff, provide for “double-trigger” acceleration, as described in greater detail in the section entitled “2013 Compensation Tables – Potential Payments Upon Termination or Change-of-Control.”

In January 2013, each of our named executive officers received stock option grants following our annual performance review process for the following number of shares: Mr. Rascoff, 500,000 shares; Mr. Cohen, 43,000 shares; Mr. Beitel, 43,000 shares; Ms. Philips, 43,000 shares; and Mr. Schwartz, 43,000 shares. The foregoing grant amounts reflected the compensation committee’s assessment of grant sizes it felt appropriate to recognize the executive officers’ level of responsibilities and contributions during the past year and to retain and incentivize them for the future. With respect to Mr. Rascoff’s grant, the compensation committee also considered his long-standing service to us in leadership roles, as well as his responsibilities and accomplishments over the prior year. Mr. Rascoff’s stock option grants also reflect the compensation committee’s desire to incentivize and retain Mr. Rascoff during a period of anticipated growth, align his contributions with the long-term interests of our shareholders and ensure an appropriate level of ownership in the Company. No portion of the stock option granted to Mr. Rascoff’s first vests until January 24, 2016, at which time one-eighth of the shares subject to the option vest. Thereafter, an additional 1/96 th vests each month thereafter over the next three years. An additional one-eighth of this stock option vests on January 24, 2017, with an additional 1/96 th vesting each month thereafter over the next three years until the option is fully vested on January 24, 2020. In light of this stock option’s extended vesting schedule, which requires Mr. Rascoff’s continued service until January 24, 2016 before any vesting occurs, and the number of shares subject to the option, the compensation committee felt Mr. Rascoff was appropriately compensated with equity awards at the time it awarded additional stock options to our executive officers in January 2014. As a result, Mr. Rascoff did not receive an additional stock option grant at that time.

In June 2013, Mr. Beitel received an additional stock option grant to purchase 20,000 shares of our Class A common stock in connection with a review of his overall compensation, as well as the compensation committee’s desire to continue to incentivize and retain Mr. Beitel and ensure an appropriate level of ownership in the Company.

 

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We do not have, nor do we intend to have, a program, plan, or practice to time stock option grants to our existing executive officers or to new executive officers in coordination with the release of material nonpublic information for the purpose of affecting the value of executive compensation.

In the future, the compensation committee may consider the use of alternative types of equity awards, such as restricted stock units, or a mix of equity awards, for our executive officers.

Other Executive Benefits . Our named executive officers generally receive health and welfare benefits under the same programs and subject to the same terms and conditions as our other salaried employees. These benefits include medical, dental and vision benefits, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance. Our named executive officers also are eligible to participate in our 401(k) plan.

Historically, we have not provided significant perquisites or other personal benefits to our named executive officers, except that certain of our named executive officers receive paid parking, the value of which was less than $10,000 in 2013. We do not view perquisites or other personal benefits as a significant component of our executive compensation program.

The compensation committee does not believe that the Company’s incentive compensation programs described above contain incentives for our named executive officers or other employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company, particularly in light of the compensation committee’s historical emphasis on stock options which it believes reward sustained long-term performance that is aligned with our shareholders’ interests.

Employment Agreements

We entered into employment agreements, effective as of July 25, 2011, with Mr. Rascoff, Mr. Cohen, and Ms. Philips to assist in the retention of the services of these executive officers and to help them maintain their focus and dedication to their responsibilities to maximize shareholder value in the event of a transaction that could result in a change of control of our company. Each employment agreement provides that employment with us is “at will.”

The employment agreements provide the following severance payments and benefits if the executive officer’s employment is terminated by us without cause (as defined in the employment agreement) or if he or she resigns for good reason (as defined in the employment agreement), including such a termination in connection with or within 18 months after a change of control (as defined in the employment agreement):

 

   

severance pay equal to six months of salary, generally payable in the form of salary continuation following the date of termination;

 

   

COBRA continuation coverage for up to six months following termination (or until such earlier time as the executive officer becomes covered by the medical plan of another employer);

 

   

12 months’ accelerated vesting of unvested stock options and any other outstanding equity awards that vest based on continued service, except that, in the event of a qualifying termination in connection with or within 18 months after a change of control, 50% of the unvested portions of such outstanding equity awards will accelerate in vesting;

 

   

an extension of time to exercise outstanding stock options until the earlier of (a) one year following termination and (b) the expiration of the term of the options; and

 

   

earned but unpaid salary and accrued vacation pay otherwise payable under our standard policy.

To the extent Mr. Rascoff holds stock options that were granted prior to the effective date of his employment agreement and that, pursuant to their original terms, provide for greater acceleration of vesting than under the

 

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employment agreement upon certain terminations of employment following a change of control, the original vesting acceleration provisions for such options will continue to apply. The vesting acceleration provisions applicable to certain stock options held by Mr. Rascoff are described below in the section entitled “2013 Compensation Tables – Potential Payments upon Termination or Change of Control.”

As a condition to receiving any severance payments or benefits under the employment agreements, Mr. Rascoff, Mr. Cohen and Ms. Philips must execute a general release and waiver of all claims against us in a form satisfactory to us. The executive officers must also continue to comply with the applicable terms of their confidentiality and noncompetition agreements. The employment agreements and employment terminate automatically upon death or total disability of the executive officer.

We do not provide any tax gross-ups to cover personal income taxes that may apply to any severance or change-of-control benefits. If any payments or benefits payable under the employment agreements will be subject to an excise tax under Section 4999 of the Code, we will pay to the executive officer either (a) the full amount of such payments or benefits or (b) the full amount reduced by the minimum amount necessary to prevent any portion from being an excess parachute payment within the meaning of Code Section 280G, whichever results, on an after-tax basis, in the greater amount payable to the executive officer.

Recovery Policy

As of the date of this Proxy Statement, we do not have a formal compensation recovery policy, often referred to as a “clawback” policy, aside from the clawback provisions for the Chief Executive Officer and Chief Financial Officer under the Sarbanes-Oxley Act of 2002, which provides that those executives must reimburse Zillow for any bonus or other incentive-based or equity-based compensation received during the 12-month period following the preparation of an accounting restatement, as a result of misconduct. The board of directors or the compensation committee will adopt such a formal clawback policy no later than when the final rules relating to such policies are effective pursuant to the Dodd-Frank Act and require such a policy to be in effect.

Stock Ownership Guidelines

At this time, our board of directors has not adopted stock ownership guidelines for the named executive officers although it may consider doing so in the future. However, all of our executive officers hold either shares and/or stock options, which we believe helps align their interests with those of our shareholders. We have established an insider trading compliance policy that prohibits, among other actions, short sales and strongly discourages and requires preapproval of, among other actions, hedging of stock ownership positions.

Tax Treatment of Compensation

Section 162(m) of the Code generally disallows a tax deduction to a public corporation for annual compensation in excess of $1 million paid to its principal executive officer and the three other most highly compensated named executive officers (excluding the principal financial officer). Compensation that qualifies as “performance-based” is excluded for purposes of calculating the amount of compensation subject to the $1 million limit.

Stock options granted to our executive officers pursuant to our equity compensation plans are intended to qualify for the performance-based exemption. While our compensation committee believes it is important to maximize the tax deductibility of compensation paid to our executive officers, the compensation committee has not adopted a policy that all compensation must be tax-deductible and qualified under Code Section 162(m). In order to maintain ongoing flexibility of our compensation programs, the compensation committee may from time to time approve incentive and other compensation that exceeds the $1 million limit.

 

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COMPENSATION COMMITTEE REPORT

 

 

The compensation committee of our board of directors has reviewed and discussed the Compensation Discussion and Analysis with management, and, based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Members of the compensation committee:

Jay C. Hoag (Chairman)

Erik Blachford

Gordon Stephenson

 

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2013 COMPENSATION TABLES

 

 

2013 Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers earned for 2013, 2012 and 2011. Positions listed below are those currently held by the named executive officers.

 

Name and Principal Position

   Year      Salary
($)(1)
     Bonus
($)(2)
     Option
Awards
($)(3)
     Non-Equity
Incentive Plan
Compensation
($)
    Total
($)
 

Spencer M. Rascoff

     2013         473,570         —          10,113,600         —          10,587,170   

Chief Executive Officer

     2012         331,333         101         6,754,184         —         7,085,618   
     2011         281,667         100,101         376,915         —         758,683   

Chad M. Cohen

     2013         325,291         —          663,086         —         988,377   

Chief Financial Officer and Treasurer

     2012         212,402         101         93,188         —         305,691   
     2011         195,581         75,101         91,087         —         361,769   

David A. Beitel

     2013         351,419         —          1,148,538         —         1,499,957   

Chief Technology Officer

     2012         268,333         101         319,648         —         588,082   
     2011         230,000         101         125,638         —         355,739   

Kathleen Philips

     2013         340,221         —          663,086         —         1,003,307   

Chief Operating Officer, General Counsel and Secretary

     2012         224,575         101         232,970         —         457,646   
     2011         191,245         140,608         40,831         —         372,684   

Greg M. Schwartz

     2013         321,208         —          663,086         152,919 (4)      1,137,213   

Chief Revenue Officer

     2012         248,246         101         232,970         50,000 (4)      531,317   
     2011         211,402         101         113,074         50,000 (4)      374,577   

 

(1) Base salary adjustments first became effective February 1, 2013.
(2) For 2011, amounts reflect a holiday bonus of $101 paid to all employees in December 2011, and for Ms. Philips, the second installment of an initial hiring bonus in the amount of $65,000. Any amounts reported in excess of that for 2011 reflect a bonus paid in recognition of efforts to complete our initial public offering of Class A common stock in 2011. For 2012, amounts reflect a holiday bonus in the amount of $101 paid to all employees in December 2012.
(3) Amounts reflect aggregate grant date fair value of the option awards granted, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 11, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.
(4) Reflects amounts earned by Mr. Schwartz for performance as described in the section entitled “Named Executive Officer Compensation – Compensation Discussion and Analysis – Elements of Executive Compensation – Cash Bonuses,” including amounts that were paid in January of the following year for performance in the year indicated.

 

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2013 Grants of Plan-Based Awards Table

The following table provides information regarding plan-based awards granted to our named executive officers during 2013.

 

Name

   Grant Date      Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
    All Other
Option

Awards:
Number of
Securities
Underlying
Options
(#)
    Exercise or
Base Price
of Option
Awards
($/Sh)
     Grant Date
Fair Value of
Stock and
Option Awards
($)(1)
 
      Threshold
($)
    Target
($)
    Maximum
($)
        

Spencer M. Rascoff

        —         —         —           
     1/24/2013               500,000 (2)      36.36         10,113,600   

Chad M. Cohen

        —         —         —           
     1/24/2013               43,000 (3)      36.36         663,086   

David A. Beitel

        —         —         —           
     1/24/2013               43,000 (3)      36.36         663,086   
     6/27/2013               20,000 (3)      57.84         485,452   

Kathleen Philips

        —         —         —           
     1/24/2013               43,000 (3)      36.36         663,086   

Greg M. Schwartz

        37,500 (4)     200,000 (5)      100,000 (6)        
     1/24/2013               43,000 (3)      36.36         663,086   

 

(1) Amounts reflect aggregate grant date fair value of the option awards granted during 2013, computed in accordance with FASB ASC Topic 718. Assumptions used to calculate these amounts are described in Note 11, “Share-Based Awards,” to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.
(2)

The stock option award vests over seven years, with one-eighth vesting on January 24, 2016, and an additional 1/96 th vesting each month thereafter over the next three years. An additional one-eighth vests on January 24, 2017, with an additional 1/96 th vesting each month thereafter over the next three years until the option is fully vested. Vesting is subject to continued service.

(3) The stock option award vests over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting monthly in equal installments over the following 36 months, subject to continued service.
(4) Mr. Schwartz is eligible to receive bonuses based on total revenue, rental revenue and premier agent revenue generated during 2013. For the total revenue bonus, a threshold payout amount is not determinable because amounts are payable as a percentage of actual results. For the rental revenue bonus, threshold performance results in a payment of $37,500. For the premier agent revenue, no threshold amount applies since the target goal must be achieved for any payout.
(5) Includes target payout of $100,000 under the total revenue bonus opportunity, $50,000 under the rental revenue bonus opportunity and $50,000 under the premier agent revenue bonus opportunity.
(6) For the total revenue bonus, a maximum payout is not determinable because amounts are payable as a percentage of actual results. Each of the rental revenue bonus and premier agent revenue bonus has a maximum payout of $50,000. The actual amount paid to Mr. Schwartz for 2013 performance is set forth in the 2013 Summary Compensation Table above. For additional discussion regarding Mr. Schwartz’s bonus arrangement, please refer to the section entitled “Named Executive Officer Compensation – Compensation Discussion and Analysis – Elements of Executive Compensation – Cash Bonuses.” We did not provide any other non-equity incentive plan awards to our other named executive officers during 2013.

 

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2013 Outstanding Equity Awards at Fiscal Year-End Table

The following table provides certain information regarding outstanding equity awards held by each of our named executive officers at December 31, 2013. Other than the option awards listed below, our named executive officers held no other equity awards at December 31, 2013.

 

Name

   Option Awards  
   Grant Date      Number of
Securities
Underlying
Unexercised
Options
     Number of
Securities
Underlying
Unexercised
Options
    Option
Exercise
Price
($)
     Option
Expiration
Date
 
      Exercisable
(#)
     Unexercisable
(#)
      

Spencer M. Rascoff

     1/24/2013         —          500,000 (1)      36.36         1/24/2023   
     12/26/2012         62,500         437,500 (2)      28.78         12/26/2019   
     2/2/2012         21,560         27,783 (3)      30.46         2/2/2019   
     3/1/2011         29,851         77,663 (4)      3.89         3/1/2018   
     9/15/2010         96,153         22,190 (3)      3.25         9/15/2017   
     3/12/2010         110,946         7,397 (3)      3.59         3/12/2017   
     2/12/2009         68,343         —         3.52         2/12/2016   
     2/27/2008         1,200         —         7.27         2/27/2015   

Chad M. Cohen

     1/24/2013         —          43,000 (3)      36.36         1/24/2020   
     2/2/2012         —          4,050 (3)      30.46         2/2/2019   
     3/1/2011         5         13,406 (3)      3.89         3/1/2018   
     11/15/2010         4         6,441 (3)      3.25         11/15/2017   
     8/17/2010         —          2,712 (3)      3.25         8/17/2017   
     3/12/2010         1         925 (3)      3.59         3/12/2017   
     8/25/2009         155         —         3.86         8/25/2016   

David A. Beitel

     6/27/2013         —          20,000 (3)      57.83         6/27/2020   
     1/24/2013         —          43,000 (3)      36.36         1/24/2020   
     2/2/2012         4,509         13,892 (3)      30.46         2/2/2019   
     3/1/2011         4,931         18,491 (3)      3.89         3/1/2018   
     3/12/2010         4,315         3,236 (3)      3.59         3/12/2017   

Kathleen Philips

     1/24/2013         —          43,000 (3)      36.36         1/24/2020   
     2/2/2012         375         10,125 (3)      30.46         2/2/2019   
     3/1/2011         400         6,010 (3)      3.89         3/1/2018   
     7/20/2010         1,109         7,767 (3)      3.25         7/20/2017   

Greg M. Schwartz

     1/24/2013         —          43,000 (3)      36.36         1/24/2020   
     2/2/2012         7,875         10,125 (3)      30.46         2/2/2019   
     3/1/2011         31,612         16,642 (3)      3.89         3/1/2018   
     9/15/2010         48,076         11,095 (3)      3.25         9/15/2017   
     3/12/2010         8,521         1,849 (3)      3.59         3/12/2017   
     2/27/2008         12,995         —         7.27         2/27/2015   

 

(1)

The stock option award vests over seven years, with one-eighth vesting on January 24, 2016, and an additional 1/96 th vesting each month thereafter over the next three years. An additional one-eighth vests on January 24, 2017, with an additional 1/96 th vesting each month thereafter over the next three years until the option is fully vested. Vesting is subject to continued service.

(2)

The stock option award vests over five years, with one-eighth vesting on December 26, 2013, and an additional 1/96 th vesting each month thereafter over the next three years. An additional one-eighth vests on December 26, 2014, with an additional 1/96 th vesting each month thereafter over the next three years until the option is fully vested. Vesting is subject to continued service.

 

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(3) The stock option award vests over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in equal monthly installments over the following 36 months, subject to continued service.
(4) The stock option award vests over 54 months, with 25% vesting 18 months after the grant date and the remainder vesting in equal monthly installments over the following 36 months, subject to continued service.

2013 Option Exercises and Stock Vested Table

The following table provides information, on an aggregate basis, about stock options exercised by the named executive officers during the fiscal year ended December 31, 2013.

 

Name

   Option Awards  
   Number
of Shares
Acquired
on Exercise
(#)
     Value Realized
on Exercise
($)(1)
 

Spencer M. Rascoff

     351,603         19,206,138   

Chad M. Cohen

     36,190         2,063,231   

David A. Beitel

     122,050         8,263,543   

Kathleen Philips

     39,590         2,082,995   

Greg M. Schwartz

     80,433         5,007,040   

 

(1) Based on the difference between the fair market value of Zillow common stock at the time of exercise and the applicable exercise price of the option.

Potential Payments upon Termination or Change of Control

Certain of our compensation plans, equity award agreements and employment agreements entitle the named executive officers to accelerated vesting of equity awards or severance payments in the event of a change of control of Zillow and/or termination of the executive officer’s employment with Zillow under specified circumstances. These plans and agreements are described below as they apply to each named executive officer.

2011 Plan. Our 2011 Plan provides that in the event of a change of control that is a company transaction, outstanding stock options will only become fully vested and immediately exercisable to the extent they are not converted, assumed, substituted for or replaced by the surviving or successor company (including a parent company thereof). In the event of a change of control that is not a company transaction, all outstanding stock options granted under the 2011 Plan will become fully vested and immediately exercisable. The 2011 Plan defines “change of control” as the occurrence of any of the following events:

 

   

an acquisition by a person or entity of beneficial ownership of more than 50% of the combined voting power of our outstanding voting securities (generally excluding any acquisition directly from Zillow, any acquisition by Zillow, any acquisition by an employee benefit plan of Zillow or a related company, any acquisition by holders of our Class B common stock as of July 19, 2011, provided such holder then beneficially owns no less than 25% of our outstanding voting securities, or an acquisition pursuant to certain related party transactions);

 

   

a change in the composition of the board of directors during any two-year period such that the individuals who, as of the beginning of such two-year period, constitute the board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board (excluding directors whose election, or nomination for election, was approved by a majority of the Incumbent Board); or

 

   

the consummation of a company transaction, which is generally defined as a merger or consolidation, a statutory share exchange or a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of our assets, unless (a) after such transaction the beneficial owners of outstanding voting securities immediately prior to the transaction retain at least 50% of the combined voting power of such securities of the company resulting from the transaction, (b) no entity beneficially owns more than 50% of the combined voting power of the company resulting

 

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from such transaction and (c) the individuals who were members of the Incumbent Board will immediately after the consummation of such transaction constitute at least a majority of the members of the board of directors of the company resulting from such transaction.

2005 Plan. Our 2005 Plan provides that if outstanding stock options will not be assumed or substituted in a company transaction that is not a related party transaction, our board of directors or the compensation committee may, in its discretion, fully or partially accelerate the vesting of all outstanding stock options. The 2005 Plan defines the term “company transaction” (including certain exclusions for related party transactions) as the occurrence of any of the following events:

 

   

our merger or consolidation with or into any other company or other entity;

 

   

a statutory share exchange pursuant to which our outstanding shares are acquired or a sale in one transaction or a series of transactions undertaken with a common purpose of acquiring all our outstanding voting securities; or

 

   

a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all or substantially all of our assets.

Our 2005 Plan defines the term “related party transaction” to generally mean:

 

   

a merger or consolidation, or a statutory share exchange, in which holders of our outstanding voting securities immediately prior to the merger, consolidation or share exchange hold at least a majority of the outstanding voting securities of the successor company thereafter;

 

   

a sale, lease, exchange or other transfer of all or substantially all our assets to a majority-owned subsidiary; or

 

   

a transaction undertaken for the principal purpose of restructuring our capital, including, but not limited to, a reincorporation in a different jurisdiction.

Certain Stock Option Agreements with Mr. Rascoff. If stock options are assumed or substituted in a company transaction, certain stock options granted to Mr. Rascoff under our 2005 Plan will become fully vested and exercisable if his employment terminates (a) in connection with a company transaction or (b) within 18 months following a company transaction, unless, in each case, employment is terminated for cause or by the named executive officer without good reason. For purposes of these stock options, “good reason” generally means:

 

   

substantial reduction in Mr. Rascoff’s status, title, position or responsibilities; the assignment to Mr. Rascoff of duties or responsibilities that are materially inconsistent with such status, title, position or responsibilities; or any removal from or failure to reappoint Mr. Rascoff to such position (with exceptions for terminations of employment due to cause, death or disability or by Mr. Rascoff for other than good reason);

 

   

reduction in annual base salary;

 

   

relocation outside a 50-mile radius of the place of employment prior to the company transaction;

 

   

failure to receive compensation and benefits that are substantially equivalent to those provided prior to the company transaction;

 

   

material breach by the successor company of its obligations under the 2005 Plan (or a substantially equivalent plan); and

 

   

purported termination for cause that is not consistent with the definition of “cause” in the 2005 Plan. Under the 2005 Plan, “cause” generally means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by law (except minor violations).

 

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Employment Agreements. We have entered into an employment agreement, effective as of July 25, 2011, with each of Messrs. Rascoff and Cohen and Ms. Philips. The employment agreements provide for severance payments and benefits if the executive officer’s employment is terminated by us without cause or if he or she resigns for good reason, including such a termination in connection with or within 18 months after a change of control. As a condition to receiving any severance payments or benefits under the employment agreements, the executive officers must execute a general release and waiver of all claims against us in a form satisfactory to Zillow. They must also continue to comply with the applicable terms of their confidentiality and noncompetition agreements.

A description of the severance payments and benefits under the employment agreements is described above in the section entitled “Named Executive Officer Compensation – Compensation Discussion and Analysis – Elements of Executive Compensation – Employment Agreements.”

For purposes of the employment agreements, “change of control” has the meaning set forth above for the 2011 Plan. “Cause” generally means one or more of the following by the executive officers:

 

   

willful misconduct, insubordination or dishonesty in the performance of duties or a knowing and material violation of Zillow’s or a successor employer’s policies and procedures that results in a material adverse effect on Zillow or a successor employer;

 

   

continued failure to satisfactorily perform duties after receipt of written notice from Zillow;

 

   

willful actions in bad faith or intentional failures to act in good faith that materially impair Zillow’s or a successor employer’s business, goodwill or reputation;

 

   

conviction of a felony or misdemeanor, conduct that Zillow reasonably believes violates any statute, rule or regulation governing Zillow, or conduct that Zillow reasonably believes constitutes unethical practices, dishonesty or disloyalty and that results in a material adverse effect on Zillow or a successor employer;

 

   

current use of illegal substances; or

 

   

any material violation of the employment agreement or Zillow’s Confidential Information, Inventions, Nonsolicitation and Noncompetition Agreement.

The employment agreements generally define “good reason” as one or more of the following conditions without the executive officer’s express, written consent, provided that the executive officer provides timely notice of such condition to Zillow and Zillow has the opportunity to cure such condition prior to the executive officer’s termination of employment:

 

   

a material reduction in authority, duties or responsibilities;

 

   

a material reduction in annual salary or bonus opportunity (except for a reduction in connection with a general reduction in annual salary for all executive officers by an average percentage that is not less than the percentage reduction of the executive officer’s annual salary);

 

   

a material breach of the employment agreement by Zillow or a successor employer; or

 

   

relocation or travel more than 50 miles from the executive officer’s then current place of employment in order to continue to perform the duties and responsibilities of position (not including customary travel as may be required by the nature of the position).

Potential Payments Upon Termination or Change of Control Table

The following table shows the estimated value of benefits upon termination of employment or a change of control that would have accrued to the named executive officers if (i) their employment was terminated without cause or they terminated employment for good reason, (ii) we completed a change of control or a company

 

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transaction, as applicable, in which outstanding stock options were not assumed or substituted by the surviving or successor company, or (iii) their employment was terminated without cause or by the named executive officers for good reason in connection with or following a change of control in which stock options were assumed or substituted. The amounts in the table assume that the termination of employment, change of control, or company transaction was effective as of December 31, 2013. The amounts are estimates of the incremental amounts that would have accrued as of December 31, 2013 in the foregoing circumstances. The actual amounts can only be determined at the time of an actual termination of employment, change of control, or company transaction.

 

Name

  Benefit   Termination Without
Cause or for
GoodReason
($)
    Full Acceleration of
Options in a Change  of
Control/No
Assumption or
Substitution in a
Company Transaction
($)
    Termination without
Cause or for Good
Reason in Connection
with a Change of
Control or Company
Transaction
($)
 

Spencer M. Rascoff

  Cash Severance(1)     242,820        —         242,820   
  Stock Option Acceleration(2)     13,026,067 (3)      55,640,221        28,109,138 (4) 
  COBRA Benefit(5)     8,927        —         8,927   
   

 

 

   

 

 

   

 

 

 
  Total     13,277,814        55,640,221        28,360,885   

Chad M. Cohen

  Cash Severance(1)     177,897        —         177,897   
  Stock Option Acceleration(2)     2,611,887 (3)      3,992,777        1,996,389 (4) 
  COBRA Benefit(5)     5,634        —         5,634   
   

 

 

   

 

 

   

 

 

 
  Total     2,795,418        3,992,777        2,179,920   

David A. Beitel

  Cash Severance     —         —         —    
  Stock Option Acceleration(2)     —         4,833,332        —    
  COBRA Benefit     —         —         —    
   

 

 

   

 

 

   

 

 

 
  Total     —         4,833,332        —    

Kathleen Philips

  Cash Severance(1)     190,417        —         190,417   
  Stock Option Acceleration(2)     2,108,730 (3)      3,547,449        1,773,724 (4) 
  COBRA Benefit(5)     3,519        —         3,519   
   

 

 

   

 

 

   

 

 

 
  Total     2,302,666        3,547,449        1,967,660   

Greg M. Schwartz

  Cash Severance     —         —         —    
  Stock Option Acceleration(2)     —         4,780,769        —    
  COBRA Benefit     —         —         —    
   

 

 

   

 

 

   

 

 

 
  Total     —         4,780,769        —    

 

(1) Amount reflects cash severance of six months’ salary based on the executive officer’s 2013 base salary as of December 31, 2013.
(2) Calculated by multiplying the number of option shares subject to acceleration by $81.73 (the closing price of our common stock as of December 31, 2013, the last trading day of 2013) less the per share option exercise price.
(3) Amount reflects the value of 12 months’ accelerated vesting of unvested stock options.
(4) Amount reflects the value of accelerated vesting of 50% of unvested stock options, except for Mr. Rascoff’s stock option granted on March 12, 2010 for which he would be entitled to full acceleration of vesting.
(5) Amount reflects the estimated cost of COBRA continuation coverage for six months.

 

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

 

We describe below transactions and series of similar transactions to which we were a party during our last fiscal year or which are currently proposed, and in which:

 

   

the amounts involved exceeded or will exceed $120,000; and

 

   

any of our directors, executive officers or beneficial owners of more than 5% of any class of our voting securities, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

Investors’ Rights Agreement and Public Offering

We are party to an investors’ rights agreement with a group of our shareholders that includes our founders, Richard N. Barton and Lloyd D. Frink, who are both executive officers and members of our board of directors and beneficial owners of more than 5% of a class of our voting securities, Gregory B. Maffei and Erik Blachford, who are both non-employee directors, Benchmark Capital Partners V, L.P., an affiliate of J. William Gurley, a non-employee director, and TCV V, L.P. and TCV Member Fund, L.P., both of which are affiliates of Jay C. Hoag, a non-employee director. Subject to the terms and conditions of the investors’ rights agreement, certain of these shareholders have registration rights with respect to the shares of our capital stock they, or certain of their affiliates, hold, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.

In August 2013, we filed a shelf registration statement on Form S-3, which was effective upon filing, to register certain securities for public offering by the Company. In August 2013, we sold and issued 3,253,522 shares of our Class A common stock registered on the Form S-3 in an underwritten public offering. Mr. Barton, The Barton Descendants’ Trust dated December 30, 2004, which is affiliated with Mr. Barton, Mr. Frink, The Frink Descendants’ Trust dated December 30, 2004, which is affiliated with Mr. Frink, Mr. Beitel, Mr. Rascoff, Mr. Schwartz, Mr. Stephenson, the Stephenson Family LLC, which is affiliated with Mr. Stephenson, and certain entities related to Technology Crossover Ventures (the “Selling Shareholders”) sold 2,523,486 shares of Class A common stock as part of the underwritten public offering. As required by the investors’ rights agreement, we paid all expenses, other than underwriting discounts, commissions and stock transfer taxes, incurred in connection with the registration and offering, subject to certain limitations. The expenses incurred by the Selling Shareholders and paid by the Company were approximately $25,000.

Indemnification of Officers and Directors

We entered into indemnification agreements with each of our directors and certain of our executive officers which provide, among other things, that we will indemnify such director or officer, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings to which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of Zillow, and otherwise to the fullest extent permitted under Washington law and our Bylaws.

Other than as described above in this section, since the beginning of our last fiscal year, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s-length dealing with unrelated third parties.

Policies and Procedures for the Review and Approval or Ratification of Transactions with Related Persons

Our board of directors has adopted a written policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions. Under the policy, all of our directors and executive officers

 

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and all of our beneficial owners of more than 5% of our Class A common stock or Class B common stock are expected to disclose to our general counsel the material facts of any transaction that could potentially be considered a related person transaction promptly on gaining knowledge that the transaction may occur or has occurred. The audit committee is authorized to administer the policy, and may amend, modify, and interpret the policy. A related person transaction generally is defined under the policy as any transaction required to be disclosed under the SEC’s related person transaction disclosure requirement of Item 404(a) of Regulation S-K.

Any potential related person transaction reported to or otherwise made known to the general counsel will be reviewed under the policy according to the following procedures:

 

   

If the general counsel determines that disclosure of the transaction in our annual proxy statement or annual report on Form 10-K is not required under the SEC’s related person transaction disclosure requirement, the transaction will be deemed approved and will be reported to the audit committee at its next scheduled meeting.

 

   

If disclosure of the transaction in our annual proxy statement or annual report on Form 10-K is required under the SEC’s related person transaction disclosure requirement, the general counsel will submit the transaction to the chairperson of the audit committee, who will review and, if authorized, will determine whether to approve or ratify the transaction. The chairperson is authorized to approve or ratify any related person transaction involving an aggregate amount of less than $250,000 or when it would not be practicable in the judgment of the chairperson and general counsel to wait for the next audit committee meeting to review the transaction. The chairperson is not authorized to review a related person transaction in which the chairperson is involved.

 

   

If the transaction is outside the chairperson’s authority, the chairperson will submit the transaction to the audit committee for review and approval or ratification at its next regularly scheduled meeting or, if deemed necessary by the general counsel or the chairperson, as applicable, at a special meeting of the audit committee called for this purpose.

 

   

If the transaction to be reviewed and acted upon by the audit committee involves a member of the audit committee (including the chairperson), the involved member shall recuse himself or herself from deliberations related to the transaction and the other members of the audit committee shall take appropriate action.

When determining whether to approve or ratify a related person transaction, the chairperson of the audit committee or the audit committee, as applicable, will review relevant facts regarding the related person transaction, including:

 

   

the extent of the related person’s interest in the transaction;

 

   

whether the terms are comparable to those generally available in arm’s-length transactions; and

 

   

whether the related person transaction is consistent with the best interests of the company.

If any related person transaction is ongoing or is part of a series of transactions, the chairperson or the audit committee, as applicable, may establish guidelines as necessary to appropriately review the ongoing transaction. After initial approval or ratification of the transaction, the chairperson or the audit committee, as applicable, will review the transaction on a regular basis (at least annually).

If any related person transaction is not approved or ratified, the audit committee may take such action as it may deem necessary or desirable in the best interests of the company.

 

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ADDITIONAL INFORMATION

 

 

Code of Conduct and Code of Ethics

Our board of directors has adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer, and controller and persons performing similar functions and a Code of Conduct that applies to all our directors, officers, and employees. A copy of each is available on the Investor Relations section of our website at http://investors.zillow.com/Governance.cfm. Substantive amendments to and waivers from either, if any, will be disclosed on the Investor Relations section of our website.

List of Shareholders of Record

In accordance with Washington law, a list of the names of our shareholders of record entitled to vote at the Annual Meeting will be available for 10 days prior to the Annual Meeting for any purpose germane to the meeting, between the hours of 9:00 a.m. and 4:30 p.m. (Pacific Time) at our principal executive offices at 1301 Second Avenue, Floor 31, Seattle, Washington 98101. If you would like to view the shareholder list, please contact our Investor Relations Department at (866) 504-0030. This list will also be available at the Annual Meeting.

Submission of Shareholder Proposals for Inclusion in Next Year’s Proxy Statement or Presentation at Next Year’s Annual Meeting

To be considered for inclusion in next year’s proxy statement and form of proxy, shareholder proposals for the 2015 Annual Meeting of Shareholders must be received at our principal executive offices no later than the close of business on December 18, 2014. As prescribed by current Rule 14a-8(b) under the Exchange Act, a shareholder must have continuously held at least $2,000 in market value, or 1%, of our outstanding shares for at least one year by the date of submitting the proposal, and the shareholder must continue to own such stock through the date of the annual meeting.

For any proposal that is not submitted for inclusion in next year’s proxy statement, but is instead sought to be presented directly at the 2015 Annual Meeting of Shareholders, shareholders are advised to review our Bylaws as they contain requirements with respect to advance notice of shareholder proposals not intended for inclusion in our proxy statement and director nominations. To be timely, a shareholder’s notice must be delivered to and received by our Corporate Secretary at our principal executive offices not less than 90 days or more than 120 days prior to the first anniversary of our 2014 Annual Meeting of Shareholders. Accordingly, any such shareholder proposal must be received between February 4, 2015 and the close of business on March 6, 2015. Copies of the pertinent Bylaw provisions are available on request to the following address: Corporate Secretary, Zillow, Inc., 1301 Second Avenue, Floor 31, Seattle, Washington 98101. For such proposals or nominations that are timely filed, we retain discretion to vote proxies we receive, provided that (a) we include in our proxy statement advice to shareholders on the nature of the proposal and how we intend to exercise our voting discretion and (b) the proponent does not issue a separate and appropriate proxy statement.

Consideration of Shareholder-Recommended Director Nominees

Our nominating and governance committee will consider director nominee recommendations submitted by our shareholders. Shareholders who wish to recommend a director nominee must submit their suggestions in the manner set forth in our Bylaws and the charter of our nominating and governance committee to the following address: Chairperson of Nominating and Governance Committee, Attn: Corporate Secretary, Zillow, Inc., 1301 Second Avenue, Floor 31, Seattle, Washington 98101.

As required by our Bylaws, shareholders should include the name, biographical information, and other relevant information relating to the recommended director nominee, including, among other things, information that would be required to be included in the proxy statement filed in accordance with applicable rules under the

 

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Exchange Act and the written consent of the director nominee to be named as a nominee and to serve as a director if elected, among other requirements set forth in our Bylaws. Evaluation of any such recommendations is the responsibility of the nominating and governance committee. In the event of any shareholder recommendations, the nominating and governance committee will evaluate the persons recommended in the same manner as other candidates.

Shareholder Communications with the Board of Directors

Shareholders may contact our board of directors as a group or any individual director by sending written correspondence to the following address: Board of Directors – Zillow, Inc., Attn: General Counsel, 1301 Second Avenue, Floor 31, Seattle, Washington 98101 or by email at legal@zillow.com. Shareholders should clearly specify in each communication the name(s) of the group of directors or the individual director to whom the communication is addressed.

Internet Voting

Zillow is incorporated under Washington law, which specifically permits electronically transmitted proxies, provided that the transmission sets forth or is submitted with information from which it can reasonably be determined that the transmission was authorized by the shareholder. The electronic voting procedures provided for the Annual Meeting are designed to authenticate each shareholder by use of a control number and to confirm that shareholder instructions are properly recorded.

 

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DIRECTIONS

 

 

2014 Annual Meeting of Shareholders

Zillow, Inc.

1301 Second Avenue, Floor 17

Bainbridge/Whidbey Room

Seattle, Washington

June 4, 2014

8:00 a.m. (Pacific Time)

The Russell Investments Center main entrance is located on Second Avenue between Union and University Streets. The following directions direct you to the parking garage entrance located on Union Street between First and Second Avenue.

Northbound on I-5:

Exit at Seneca Street (exit #165)

West on Seneca Avenue to Fourth Avenue

Turn right on Fourth Avenue

Turn left on Union Street

Russell Investments Center parking is located on the left between First and Second Avenue.

Southbound on I-5:

Exit at Union Street (exit #165B)

West on Union Street

Russell Investments Center parking is located on the left between First and Second Avenue.


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LOGO

 

.

ZILLOW, INC.

C123456789

IMPORTANT ANNUAL MEETING INFORMATION 000004

000000000.000000 ext 000000000.000000 ext

ENDORSEMENT_LINE            SACKPACK             000000000.000000 ext 000000000.000000 ext

000000000.000000 ext 000000000.000000 ext

MR A SAMPLE Electronic Voting Instructions

DESIGNATION (IF ANY) Available 24 hours a day, 7 days a week!

ADD 1 Instead of mailing your proxy, you may choose one of the voting

ADD 2 methods outlined below to vote your proxy.

ADD 3

ADD 4 VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

MMMMMMMMM ADD 5 Proxies submitted by the Internet or telephone must be received by

ADD 6 11:59 P.M., Eastern Time, on June 3, 2014.

Vote by Internet

• Go to www.investorvote.com/Z

• Or scan the QR code with your smartphone

• Follow the steps outlined on the secure website

Vote by telephone

• Call toll free 1-800-652-VOTE (8683) within the USA, US territories &

Canada on a touch tone telephone

• Follow the instructions provided by the recorded message

Using a black ink pen, mark your votes with an X as shown in X

this example. Please do not write outside the designated areas.

Annual Meeting Proxy Card 1234 5678 9012 345

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

A Proposals — THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ALL

NOMINEES WITH RESPECT TO THE ELECTION OF DIRECTORS.

The board of directors recommends you vote FOR all nominees. +

1. ELECTION OF DIRECTORS

Nominees:

01—J. William Gurley 02—Jay C. Hoag 03. Gregory B. Maffei

Mark here to vote Mark here to WITHHOLD For All EXCEPT - To withhold authority to vote for any

FOR all nominees vote from all nominees nominee(s), write the name(s) of such nominee(s) below.

B Non-Voting Items

Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance

Mark the box to the right

if you plan to attend the

Annual Meeting.

C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give

full title.

Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.

C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE

140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND

MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

1UPX 1 8 5 9 5 2 1 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND +

01RH0B


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LOGO

 

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of

Shareholders. The Proxy Statement and the 2013 Annual Report to Shareholders are available at:

http://investors.zillow.com/noticeaccess.cfm

IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.

PROXY

ZILLOW, INC.

2014 MEETING OF SHAREHOLDERS – JUNE 4, 2014

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned hereby appoints Spencer M. Rascoff and Kathleen Philips, and each of them, as proxies of the undersigned, with the full power

of substitution, to vote all shares of Zillow, Inc. held of record by the undersigned on April 2, 2014, at the Annual Meeting of Shareholders of Zillow, Inc. to

be held at 1301 Second Avenue, Floor 17, in the Bainbridge/Whidbey room, in Seattle, Washington 98101 on June 4, 2014, at 8:00 a.m. local time and at

any and all postponements, continuations, and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and

in respect of the matters listed on the reverse side and in accordance with the instructions designated on the reverse side, with discretionary authority as to

any and all other matters that may properly come before the meeting including matters incidental to the conduct of the meeting.

(Continued and to be marked, dated and signed, on the other side)