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Market Information
−Removed: Shares of the Company’s common stock are traded on the Nasdaq Global Select Market under the stock symbol “ZD”.
+Added: Shares of our common stock are traded on the Nasdaq Global Select Market under the stock symbol “ZD”.
We had 174 registered stockholders as of February 21, 2024.
That number excludes the beneficial owners of shares held in “street” name or held through participants in depositories.
−Removed: The Company did not pay dividends during the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: Future dividends are subject to the approval by the Board of Directors (the “Board”).
+Added: We did not pay dividends during the years ended December 31, 2023, 2022, and 2021, respectively.
+Added: Future dividends are subject to the approval by the Board of Directors (the “Board”) and any restrictions that may be imposed by applicable law or our contracts.
Recent Sales of Unregistered Securities
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Issuer Purchases of Equity Securities
−Removed: 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.
−Removed: Prior to 2020, the Company repurchased 3,859,181 shares under the 2012 Program at an aggregate cost of $117.1 million.
−Removed: The repurchased shares were subsequently retired.
−Removed: There were 1,140,819 shares available under the 2012 program as of January 1, 2020.
−Removed: 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.
−Removed: 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).
−Removed: See Note 14 - Stockholders’ Equity for additional details.
−Removed: 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.
+Added: 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 connection with the authorization, the Company entered into certain Rule 10b5-1 trading plans with a broker-dealer to facilitate the repurchase program.
−Removed: 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.
+Added: During the years ended December 31, 2023, December 31, 2022, and December 31, 2021, the Company repurchased 1,585,846, 736,536, and 445,711 shares (which were subsequently retired) respectively, at an aggregate cost of $104.9 million, $71.3 million, and $47.7 million, respectively (including an immaterial amount of commission fees) under the 2020 Program.
Refer to Note 14 — Stockholders’ Equity for additional details.
−Removed: 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.
−Removed: The following table details the repurchases that were made under and outside the 2020 Program during the three months ended December 31, 2022:
+Added: Cumulatively, as of December 31, 2023, 5,258,692 shares were repurchased under the 2020 Program, at an aggregate cost of $401.8 million (including excise tax).
+Added: As a result of the repurchases, the number of shares of the Company’s common stock available for purchase as of December 31, 2023 was 4,741,308 shares.
+Added: The following table details the repurchases that were made under the 2020 Program and those outside the 2020 Program (consisting of shares surrendered to satisfy tax withholding obligations for the vesting of restricted stock issued to employees), on a trade date basis, during the three months ended December 31, 2023:
Period Total Number of Shares
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Average Price
−Removed: Paid Per Share Total Number of
+Added: Paid Per Share (2)
+Added: Total Number of
Shares Purchased as Part of Publicly
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Total 18,268 — 4,741,308
−Removed: (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.
+Added: (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.
+Added: (2) Excludes the impact of excise taxes.
+Added: (3) As of the last day of the applicable month.
Equity Compensation Plan Information
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Performance Graph
−Removed: 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 of 1934.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: This performance graph and related information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, or otherwise be 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 of 1934.
+Added: 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, and the Nasdaq Internet Index.
Measurement points are December 31, 2018 and the last trading day in each of the Company’s fiscal years through the end of fiscal 2023.
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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.
−Removed: S&P Nasdaq Nasdaq 2022 Peer
Measurement Date Ziff Davis (1)
−Removed: Index Computer Index Internet
−Removed: Dec-17 100.00 100.00 100.00 100.00 100.00
+Added: Index Internet
Dec-18 100.00 100.00 100.00
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Dec-22 132.53 155.58 104.58
+Added: 112.57 181.15 168.84
(1) On October 7, 2021, Ziff Davis completed the Separation of Consensus (NASDAQ:
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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.