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 16, 2026
ZETA GLOBAL HOLDINGS CORP.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-40464
80-0814458
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3 Park Ave, 33rd Floor
New York, New York
10016
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code:212967-5055
N/A
(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:
☐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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.001 per share
ZETA
The New York Stock Exchange
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 ☐
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2026, Zeta Global Holdings Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. At the Annual Meeting, the stockholders of the Company voted on the following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026. The final voting results for each proposal are set forth below.
Proposal 1 - Election of Directors
The Company’s stockholders elected each of the following nominees to serve as Class II directors of the Company’s Board of Directors until the 2029 Annual Meeting of Stockholders and until their respective successor is elected and qualified or until their earlier death, resignation or removal by the following votes:
Nominee
For
Withheld
Broker Non-Votes
William Landman
334,078,021
22,384,602
51,728,526
Robert Niehaus
346,072,707
10,389,916
51,728,526
Jeanine Silberblatt
320,787,919
35,674,704
51,728,526
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following votes:
For
Against
Abstain
407,899,801
170,531
120,817
Proposal 3 - Approval, on an Advisory (Non-Binding) Basis, of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers by the following votes:
For
Against
Abstain
Broker Non-Votes
338,066,911
18,195,375
200,337
51,728,526
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.