0001617553FALSE12-3100016175532024-06-112024-06-11

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 11, 2024
ZipRecruiter, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware 001-40406 27-2976158
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
604 Arizona Avenue, Santa Monica, California 90401
(Address of principal executive offices) (Zip Code)
(877) 252-1062
(Registrant’s telephone number, including area code)
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 Instructions 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.00001 par value per shareZIPNew 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described below, on June 11, 2024, the stockholders of ZipRecruiter, Inc. (the “Company”) approved an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to permit the exculpation of officers as permitted pursuant to recent amendments to the Delaware General Corporation Law. On June 11, 2024, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment, at which point the amendment became effective. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 11, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter. For more information about these proposals, please refer to the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 26, 2024.

Proposal One: Election of Directors

The Company’s stockholders elected Blake Irving and Emily McEvilly as members of the Company’s board of directors as Class III directors for a three-year term expiring at the 2027 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified. The results of the vote were as follows:

NomineeForWithheldBroker Non-Votes
Blake Irving
459,074,73318,751,64511,613,851
Emily McEvilly468,323,6309,502,74811,613,851

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The results of the vote were as follows:

ForAgainstAbstainBroker Non-Votes
488,905,262128,367406,6000

Proposal Three: Advisory Vote on the Approval 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 for the fiscal year ended December 31, 2023, as disclosed in the Company’s proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC. The results of the vote were as follows:

ForAgainstAbstainBroker Non-Votes
476,949,334655,889221,15511,613,851

Proposal Four: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation



The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to exculpate officers of the Company for personal liability for breach of the duty of care in certain actions, as permitted pursuant to recent amendments to the Delaware General Corporation Law. The results of the vote were as follows:
ForAgainstAbstainBroker Non-Votes
450,620,95827,073,363132,05711,613,851

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits
ExhibitDescription
3.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ZIPRECRUITER, INC.
Date: June 12, 2024By:/s/ Timothy Yarbrough
Timothy Yarbrough
Executive Vice President, Chief Financial Officer

Exhibit 3.1
ZIPRECRUITER, INC.
CERTIFICATE OF AMENDMENT OF
SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
    
ZipRecruiter, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:
1.That the name of this Corporation is ZipRecruiter, Inc., and that this Corporation was originally incorporated pursuant to the General Corporation Law on June 29, 2010. The Sixth Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 14, 2021 (the “Restated Charter”).
2.Amendment to Article VIII
(a)Article VIII of the Restated Charter is hereby amended and restated in its entirety
as follows:
“ARTICLE VIII: LIMITATION OF LIABILITY
1.Limitation of Liability. To the fullest extent permitted by law, neither a director of the Corporation nor an officer of the corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director or officer, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.
2.Change in Rights. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article VIII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director or officer of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.”
3.That the foregoing amendment was duly adopted by the Board of Directors of the Corporation in accordance with Sections 141 and 242 of the General Corporation Law and was approved by the holders of the requisite number of shares of capital stock of the Corporation.
[Signature Page Follows]


IN WITNESS WHEREOF, this corporation has caused this Certificate of Amendment to be signed by its duly authorized officer and the foregoing facts stated herein are true and correct.
Dated:    June 11, 2024    ZipRecruiter, Inc.

By: /s/ Ian Siegel
image_0.jpgName:    Ian Siegel
Title:    Chief Executive Officer

v3.24.1.1.u2
Cover
Jun. 11, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 11, 2024
Entity Registrant Name ZipRecruiter, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40406
Entity Tax Identification Number 27-2976158
Entity Address, Address Line One 604 Arizona Avenue,
Entity Address, City or Town Santa Monica,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90401
City Area Code 877
Local Phone Number 252-1062
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.00001 par value per share
Trading Symbol ZIP
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001617553
Amendment Flag false
Current Fiscal Year End Date --12-31
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