Form8-K6-2-14annualmeetingresults


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 2, 2014

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
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))



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 22, 2014, were submitted to a vote of the stockholders of the Company at the Company’s 2014 Annual Meeting held on June 2, 2014. 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 successor is elected and qualified: Michael R. Klein, Andrew C. Florance, David Bonderman, 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
25,970,802
389,425
30,660
651,784
Andrew C. Florance
26,083,194
276,885
30,808
651,784
David Bonderman
26,003,898
355,401
31,588
651,784
Michael J. Glosserman
26,165,711
194,572
30,604
651,784
Warren H. Haber
26,156,545
203,738
30,604
651,784
John W. Hill
26,231,818
128,463
30,606
651,784
Christopher J. Nassetta
25,550,920
809,364
30,603
651,784
David J. Steinberg
26,319,279
41,005
30,603
651,784

(2)
The appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified upon the following vote:

Votes For
26,807,556
Votes Against
202,817
Abstentions
32,298

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

Votes For
22,299,602
Votes Against
4,054,381
Abstentions
36,904
Broker Non-Votes
651,784
 





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 3, 2014
/s/ Brian J. Radecki
 
 
 
Name: Brian J. Radecki
 
Title: Chief Financial Officer