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 9, 2016

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))



    

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 25, 2016, were submitted to a vote of the stockholders of CoStar Group at the Company’s 2016 Annual Meeting held on June 9, 2016. 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, Michael J. Glosserman, Warren H. Haber, John W. Hill, Laura Cox Kaplan, Christopher J. Nassetta and David J. Steinberg.

Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Michael R. Klein
29,544,328
693,486
17,734
692,444
Andrew C. Florance
30,055,619
182,207
17,722
692,444
Michael J. Glosserman
30,064,894
172,897
17,757
692,444
Warren H. Haber
29,708,591
529,237
17,720
692,444
John W. Hill
30,218,990
18,838
17,720
692,444
Laura Cox Kaplan
30,201,056
36,746
17,746
692,444
Christopher J. Nassetta
29,874,623
363,205
17,720
692,444
David J. Steinberg
30,228,555
8,570
18,423
692,444

(2)
The approval of the 2016 Stock Incentive Plan:

Votes For
29,077,490
Votes Against
1,174,046
Abstentions
4,012
Broker Non-Votes
692,444

(3)
The approval of the 2016 Cash Incentive Plan:

Votes For
29,906,670
Votes Against
329,060
Abstentions
19,818
Broker Non-Votes
692,444

(4)
The appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 was ratified upon the following vote:

Votes For
30,652,182
Votes Against
276,057
Abstentions
19,753








(5)
The advisory resolution on executive compensation was approved upon the following vote:



    

Votes For
26,764,380
Votes Against
3,470,008
Abstentions
21,160
Broker Non-Votes
692,444
 






    

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 9, 2015
/s/ Scott T. Wheeler
 
 
 
Name: Scott T. Wheeler
 
Title: Chief Financial Officer