What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-03-01 compared with 2022-03-15 · 40 added, 65 removed, 26 unchanged (80% of the section changed)

1 unchanged sentence

Market Information

Beginning on October 8, 2021, the Company’s common stock is traded on the Nasdaq Global Select Market under the stock symbol “ZD” (previously traded under the stock symbol “JCOM”).

We had 225 registered stockholders as of March 9, 2022.

Shares of the Company’s common stock are traded on the Nasdaq Global Select Market under the stock symbol “ZD”.

We had 206 registered stockholders as of February 24, 2023.

That number excludes the beneficial owners of shares held in “street” name or held through participants in depositories.

We initiated a quarterly cash dividend program in August 2011 with a payment of $0.20 per share of common stock on September 19, 2011.

We paid a quarterly cash dividend (which was increased several times) in each subsequent calendar quarter through June 4, 2019.

The following is a summary of each dividend declared during fiscal year 2019:

Declaration Date Dividend per Common Share Record Date Payment Date

February 6, 2019 $ 0.4450 February 25, 2019 March 12, 2019

May 2, 2019 $ 0.4550 May 20, 2019 June 4, 2019

Future dividends are subject to Board approval.

Based on the significant number of current investment opportunities within or related to the Company’s portfolio of businesses and the historic and expected returns from prior investments, the Board of Directors suspended dividend payments for the foreseeable future after the June 4, 2019 payment.

The Company did not pay dividends during the years ended December 31, 2022, 2021 and 2020, respectively.

Future dividends are subject to the approval by the Board of Directors (the “Board”).

Recent Sales of Unregistered Securities

1 unchanged sentence

Issuer Purchases of Equity Securities

Effective February 15, 2012, the Company’s Board of Directors approved a program authorizing the repurchase of up to five million shares of our common stock through February 20, 2013 (the “2012 Program”) which was subsequently extended through February 20, 2021.

The Company acquired and subsequently retired 2,126,080 shares during the year ended December 31, 2012.

In July 2016, the Company acquired and subsequently retired 935,231 shares of its common stock in connection with the acquisition of Integrated Global Concepts, Inc.

As a result of the purchase of its common stock, the Company’s Board of Directors approved a reduction in the number of shares available for purchase under the 2012 Program by the same amount.

In November 2018 and May 2019, the Company entered into a Rule 10b5-1 trading plan with a broker to facilitate the repurchase program.

600,000 shares were repurchased in 2018 at an aggregate cost of $42.5 million and were subsequently retired in March 2019.

During the year ended December 31, 2019, the Company repurchased 197,870 shares at an aggregate cost of $16.0 million which were subsequently retired in the same year.

Effective February 15, 2012, the Company’s Board approved a program authorizing the repurchase of up to five million shares of our common stock through February 20, 2013 (the “2012 Program”), which was subsequently extended through February 20, 2021.

Prior to 2020, the Company repurchased 3,859,181 shares under the 2012 Program at an aggregate cost of $117.1 million.

The repurchased shares were subsequently retired.

There were 1,140,819 shares available under the 2012 program as of January 1, 2020.

During the year ended December 31, 2020, the Company repurchased 1,140,819 shares at an aggregate cost of $87.5 million which were subsequently retired in the same year.

As of December 31, 2020, we had repurchased all of the available shares under the 2012 Program at an aggregated cost of $204.6 million (including an immaterial amount of commission fees).

See Note 14 - Stockholders’ Equity of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference.

On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to ten million shares of our common stock through August 6, 2025 (the “2020 Program”) in addition to the five million shares repurchased under the 2012 Program.

During the year ended December 31, 2021 and December 31, 2020, the Company entered into a Rule 10b5-1 trading plan and repurchased 445,711 and 2,490,599 shares, respectively, at an aggregate cost of $47.7 million and $177.8 million, respectively, (including an immaterial amount of commission fees) under the 2020 Program, which were subsequently retired (see Note 14 - Stockholders’ Equity of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K, which is incorporated herein by reference).

As a result of the Company’s share repurchase programs, the number of shares available for purchase is 7,063,690 shares of the Company’s common stock.

As of December 31, 2020, the Company had repurchased all of the available shares under the 2012 Program at an aggregated cost of $204.6 million (including an immaterial amount of commission fees).

See Note 14 - Stockholders’ Equity for additional details.

On August 6, 2020, the Board approved a program authorizing the repurchase of up to ten million shares of our common stock through August 6, 2025 (the “2020 Program”) in addition to the five million shares repurchased under the 2012 Program.

In connection with the authorization, the Company entered into certain Rule 10b5-1 trading plans with a broker-dealer to facilitate the repurchase program.

During the years ended December 31, 2022, December 31, 2021 and December 31, 2020, the Company repurchased 736,536, 445,711 and 2,490,599 shares, respectively, at an aggregate cost of $71.3 million, $47.7 million and $177.8 million, respectively (including an immaterial amount of commission fees) under the 2020 Program, which were subsequently retired.

Refer to Note 14 - Stockholders’ Equity for additional details.

As a result of the Company’s share repurchases, the number of shares of the Company’s common stock available for purchase under the 2020 Program is 6,327,154 shares.

The following table details the repurchases that were made under and outside the 2020 Program during the three months ended December 31, 2022:

Period Total Number of

Period Total Number of Shares

Purchased (1)

1 unchanged sentence

Paid Per Share Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or

Programs Maximum

Under the Plans or Programs

Shares Purchased as Part of Publicly

Announced Plans or Programs Maximum Number of

Shares that May Yet Be

Purchased Under the Plans or Programs

October 1, 2022 - October 31, 2022 746 $ 78.59 — 6,327,154

2 unchanged sentences

Total 20,331 — 6,327,154

(1) Includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees.

(1) Consists of shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with employee stock options and/or the vesting of restricted stock issued to employees.

Equity Compensation Plan Information

The following table provides information as of December 31, 2021 regarding shares outstanding and available for issuance under the Company’s existing equity compensation plans:

Plan Category Number of

Weighted-Average

Exercise Price of

Equity compensation plans approved by security holders 440,574 $ 68.45 3,005,260

Equity compensation plans not approved by security holders — — —

Total 440,574 $ 68.45 3,005,260

The number of securities remaining available for future issuance includes 1,709,569 and 1,295,691 under our 2015 Stock Option Plan and 2001 Employee Stock Purchase Plan, respectively.

Refer to Note 15 to the accompanying consolidated financial statements for a description of these Plans.

The Equity Compensation Plan information under which the Company's equity securities are authorized for issuance required under Item 5 is hereby incorporated by reference to the Company's definitive proxy statement pursuant to Regulation 14A of the Exchange Act of 1934, which the Company intends to file with the SEC within 120 days after the close of its fiscal year.

Performance Graph

This performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

The following graph compares the cumulative total stockholder return for the Company, the Nasdaq Computer Index and an index of companies that the Company has selected as its peer group in the digital media and cloud services for business space.

The Company completed the separation of Consensus on October 7, 2021.

Subsequent to the distribution of Consensus, the Nasdaq Global Select market restated the historical prices of the Company’s common stock for all periods prior to the distribution to exclude the value of Consensus, which is reflected in the tables below.

The Company’s peer group index for 2021 consists of IAC/InterActive Corp., TripAdvisor, Inc., LivePerson, Inc., Zillow Group, Inc., Salesforce.com, Inc., Open Text Corp., Tyler Technologies, Inc.

and Roper Technologies Inc.

The Company added Roper Technologies Inc.

to the peer group index for 2021.

Measurement points are December 31, 2016 and the last trading day in each of the Company’s fiscal quarters through the end of fiscal 2021.

The following graph reflects the comparison of the cumulative total stockholder return for shares of the Company’s common stock, the S&P MidCap 400 Index, the Nasdaq Internet Index, the Nasdaq Computer Index and the selected peer group index.

As of December 31, 2022, the Company (1) changed the broad index in the performance graph to the S&P MidCap 400 Index because it is a broad index for which the Company is included and (2) changed from a peer group index to the Nasdaq Internet Index because the Company believes it offers a better comparison of industry performance.

The performance graph below continues to include the cumulative total stockholder return for the Nasdaq Computer Index and the selected peer group index, as it is required during the transition period.

The selected peer group includes companies providing digital media services and cloud services for the business space and has not changed from the peer group used in 2021.

The Company’s peer group index for 2022 consists of IAC/InterActive Corp., TripAdvisor, Inc., LivePerson, Inc., Zillow Group, Inc., Salesforce.com, Inc., Open Text Corp., Tyler Technologies, Inc., and Roper Technologies Inc.

Measurement points are December 31, 2017 and the last trading day in each of the Company’s fiscal years through the end of fiscal 2022.

The graph assumes that $100 was invested on December 31, 2017 in the Company’s common stock and in each of the indices, and assumes reinvestment of any dividends.

The stock price performance on the following graph is not necessarily indicative of future stock price performance.

For the purpose of this graph, the historical stock prices of Ziff Davis have been adjusted to reflect the distribution of 80.1% of the shares of Consensus common stock to holders of Ziff Davis (formerly known as J2 Global) common stock, pursuant to which Consensus became an independent company.

Measurement Nasdaq 2021 Peer

Date Ziff Davis Computer Index Group Index

The Company completed the separation of Consensus on October 7, 2021.

For the purpose of this graph, the distribution of 80.1% of the shares of Consensus common stock to holders of Ziff Davis (formerly known as J2 Global.

Inc.) common stock, pursuant to which Consensus became an independent company, is treated as a non-taxable cash dividend which was deemed reinvested in Ziff Davis common stock.

S&P Nasdaq Nasdaq 2022 Peer

Measurement Date Ziff Davis (1)

Index Computer Index Internet

Dec-17 100.00 100.00 100.00 100.00 100.00

Mar-17 103.46 112.88 113.16

Jun-17 105.36 117.61 120.99

Sep-17 92.13 127.89 126.20

Dec-18 94.46 88.92 97.38 95.49 121.16

Mar-18 99.27 142.27 153.76

Jun-18 109.17 152.27 171.87

Sep-18 105.10 164.09 190.29

Dec-19 128.92 112.21 147.97 123.77 151.02

Mar-19 110.76 158.65 191.82

Jun-19 114.11 164.78 192.76

Sep-19 116.47 172.08 187.61

Dec-20 134.39 127.54 223.93 200.76 228.36

Mar-20 96.95 177.94 178.18

Jun-20 82.72 236.07 231.29

Sep-20 90.07 265.39 310.06

Dec-21 175.45 159.12 310.44 190.47 243.32

Mar-21 151.97 311.96 297.13

Jun-21 173.60 354.92 330.35

Sep-21 172.46 360.52 340.35

Dec-22 125.18 138.34 200.74 99.86 140.32

(1) On October 7, 2021, Ziff Davis completed the Separation of Consensus (NASDAQ:

A shareholder of the Company who acquired one share of Ziff Davis common stock at the start of the measurement period (December 31, 2017) and reinvested all cash dividends into Ziff Davis common stock at then-current prices from the start of the measurement period to the time of the Separation would have owned 1.376 shares of Ziff Davis common stock at the time of the Separation of Consensus.

At the time of the Separation of Consensus, Ziff Davis common shareholders received a dividend of one CCSI share for every three shares of Ziff Davis common stock.

Therefore, the value of this dividend for each Ziff Davis common shareholder was $18.68 per share based on the October 7, 2021 Consensus share price of $56.04 ($56.04 / 3 = $18.68).

For purposes of calculating the Ziff Davis total return, we assume that the value of the Consensus shares issued to the Ziff Davis shareholder at the time of the Separation (1.376 shares x $18.68 = $25.70) was reinvested into Ziff Davis common stock at the ex-dividend price of Ziff Davis common stock ($124.21), resulting in ownership of an additional 0.21 shares of Ziff Davis common stock.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity