Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2018

COSTAR GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
0-24531
52-2091509
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1331 L Street, NW, Washington, DC
20005
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (202) 346-6500

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     o


    

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

The following items, which are more fully described in our proxy statement dated April 23, 2018, were submitted to a vote of the stockholders of CoStar Group at the Company’s 2018 Annual Meeting held on June 6, 2018. The final voting results are as follows:

(1)
The following nominees were elected to our Board to serve until the next annual meeting of the Company’s stockholders or until his or her successor is elected and qualified: Michael R. Klein, Andrew C. Florance, Laura Cox Kaplan, Michael J. Glosserman, Warren H. Haber, John W. Hill, Christopher J. Nassetta and David J. Steinberg.

Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Michael R. Klein
32,048,385
1,265,761
17,003
720,169
Andrew C. Florance
33,050,051
266,607
14,491
720,169
Laura Cox Kaplan
33,030,568
283,294
17,287
720,169
Michael J. Glosserman
33,017,881
295,926
17,342
720,169
Warren H. Haber
32,446,162
866,784
18,203
720,169
John W. Hill
33,212,080
98,727
20,342
720,169
Christopher J. Nassetta
30,245,762
3,066,835
18,552
720,169
David J. Steinberg
33,207,663
99,127
24,359
720,169

(2)
The appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified upon the following vote:

Votes For
33,756,701
Votes Against
279,059
Abstentions
15,558

(3)
The advisory resolution on executive compensation was approved upon the following vote:

Votes For
29,486,298
Votes Against
3,671,065
Abstentions
173,786
Broker Non-Votes
720,169
 






    

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
COSTAR GROUP, INC.
 
 
 
By:
Date: June 6, 2018
/s/ Scott T. Wheeler
 
 
 
Name: Scott T. Wheeler
 
Title: Chief Financial Officer