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 29, 2021
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 Number) |
3 Park Ave, 33rd Floor
New York, NY 10016
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (212) 967-5055
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, $0.001 par value per share | ZETA | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 29, 2021 (the “Election Date”), the Board of Directors (the “Board”) of Zeta Global Holdings Corp., a Delaware corporation (the “Company”), elected Jené Elzie to the Company’s Board as a Class I director. In connection with the election of Ms. Elzie, the Board increased its size from five to six directors. The Board did not appoint Ms. Elzie to any Board committees at this time.
In connection with her election to the Board, Ms. Elzie entered into a letter agreement with the Company (the “Letter Agreement”), which sets forth the terms and conditions under which Ms. Elzie will serve on the Board. Pursuant to the Letter Agreement, Ms. Elzie will be entitled to an annual cash retainer for service on the Board in the amount of $100,000, which cash retainer will be payable in arrears in four equal quarterly installments and prorated for any partial year of service. In addition, Ms. Elzie will be granted an annual award of restricted stock determined by dividing $150,000 by the fair market value of a share of the Company’s Class A common stock on the date of grant (with any partial shares that result being rounded up to the nearest whole share). The restricted stock award will be granted on each July 1 occurring after the Election Date, subject to Ms. Elzie’s continued service on the Board through each such date. The annual restricted stock award for 2021 will be granted on July 1, 2021. The restricted stock will vest as to 25% of the shares on the first anniversary of the grant date and as to 25% of the shares on each October 1, January 1 and April 1 thereafter, such that the restricted stock award will be fully vested 21 months from the applicable grant date. Notwithstanding anything in the Letter Agreement to the contrary, the Company may modify the cash and equity compensation payable to Ms. Elzie for her service on the Board in connection with the Company’s adoption of a director compensation program applicable to other non-employee members of the Board.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On July 1, 2021, the Company issued a press release announcing the election of Ms. Elzie to the Board as a Class I director. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. |
Description | |
| 10.1 | Letter Agreement, dated June 29, 2021, by and between Zeta Global Holdings Corp. and Jené Elzie | |
| 99.1 | Zeta Global Holdings Corp. Press Release dated July 1, 2021 | |
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.
| Zeta Global Holdings Corp. | ||||
| Date: July 1, 2021 | By: | /s/ Christopher Greiner | ||
| Christopher Greiner | ||||
| Chief Financial Officer | ||||
Exhibit 10.1
June 29, 2021
Jené Elzie
15 Main Street
Wappingers Fall, NY 12590
Dear Jené:
I am pleased to offer you the opportunity to serve as a member of the Board of Directors (the “Board”) of Zeta Global Holdings Corp. (the “Company”), effective as of June 29, 2021 (the “Appointment Date”). Set forth below is a summary of our mutual agreement as to the terms of your service.
As a member of the Board (in such capacity, a “Director”), you will have such customary responsibilities, duties and authority as are associated with such position, including attendance and participation in meetings of the Board in person or by phone or other electronic means in accordance with the policies of the Board as in effect from time to time, service on Board committees as determined and mutually agreed from time to time, and availability for consultation with officers and/or other Directors of the Company and its subsidiaries as necessary.
In consideration for your service as a Director, you will be eligible to receive an annual cash retainer in an amount equal to $100,000 (the “Cash Retainer”). The Cash Retainer will be payable in arrears in four equal quarterly installments as soon as possible following March 31, June 30, September 30 and December 31 of each calendar year during which you serve as a Director; provided that if you do not serve as a Director for an entire calendar quarter, the Cash Retainer will be prorated for the portion of such calendar quarter you actually served as a Director.
In addition, during your service as a Director, you will be granted an annual award of restricted stock as set forth in this letter (the “Equity Award”). The Equity Award will be granted under and subject to the terms and provisions of the Company’s 2021 Incentive Award Plan or any other applicable Company equity incentive plan then maintained by the Company (the “Equity Plan”) and shall be subject to an award agreement in substantially the form previously approved by the Board. On each July 1 occurring after the Appointment Date, and subject to your continued service as a Director through each such date, you shall automatically be granted the Equity Award in the form of a number of shares of restricted stock (“Restricted Stock”) determined by dividing $150,000 by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s Class A Common Stock on the date of grant (with any partial shares that result being rounded up to the nearest whole share). For the avoidance of doubt, the Equity Award for calendar year 2021 will be granted on July 1, 2021 and will be based on the Fair Market Value of the Company’s Class A Common Stock on such date. The Equity Award shall vest as to 25% of the shares on first anniversary of the date of grant and as to 25% of the shares on each October 1, January 1 and April 1 thereafter, such that the Equity Award shall be fully vested 21 months from the date of grant, subject to your continued service as a Director through each such vesting date.
Notwithstanding anything herein to the contrary, the Company reserves the right to modify the cash and equity compensation payable to you for your service as a Director in connection with the adoption of a director compensation program applicable to other non-employee members of the Board.
You will be reimbursed for all reasonable out-of-pocket expenses incurred in connection with fulfilling your responsibilities as a Director, in accordance with the Company’s expense reimbursement policies in effect from time to time. In addition, it is the Company’s customary practice to maintain a D&O insurance policy covering the Company’s non-employee Directors. A copy of the policy can be made available to you upon request.
Your service as a Director will begin on the Appointment Date and will continue for an indefinite period of time. By countersigning below, you agree that your service as a Director is subject to customary nomination and election processes and may be terminated at any time without further compensation in accordance with applicable policies and procedures, including as set forth in the Company’s bylaws and other organizational documents. In addition, you will be free to resign from your position as a Director at any time.
As a Director, you will have access to confidential information, the ownership and confidential status of which are highly important to the Company, and you agree to comply with all policies and procedures of the Company for the protection of such confidential information. Without limiting the foregoing, by countersigning a copy of this letter you agree that all confidential or proprietary information regarding the Company, its subsidiaries or its affiliates, including, but not limited to, trade secrets, information, technical data, customer lists, marketing research or plans, pricing strategies, Company data, or any other proprietary information, is and shall continue to be the exclusive property of the Company. You acknowledge and agree that all confidential information is and shall continue to be the exclusive property of the Company, whether or not conceived, discovered or developed, in whole or in part, by you and whether or not disclosed or entrusted to you in connection with your retention by the Company.
Except for disclosure of confidential information to other Directors, employees and consultants of the Company on a “need to know” basis in the course of performing your services as a Director, you agree not to disclose, use or exploit confidential information at any time during or after retention by the Company unless (i) the Company consents in writing to such use or (ii) the Company or a court of lawful jurisdiction directs otherwise. You agree that any request or attempt to subpoena confidential information shall be reported directly to the Company as soon as possible after receipt. Nothing in this letter shall prohibit or limit your use of information (i) that was known by you previous to you beginning service as a Director (which information shall remain subject to any confidentiality restrictions in effect at the time of your receipt of such information), (ii) that you lawfully obtained from a third party that is not under an obligation to the Company not to disclose such information or (iii) that is or becomes publicly available or generally known in the industry or trade in which the Company operates through no action or omission by you.
During your tenure as a Director, you shall at all times and for all purposes be acting as an independent contractor and not as an employee of the Company. Accordingly, you shall not be eligible to participate in employee benefit plans provided by the Company or its subsidiaries to employees, and the Company shall not, on your account, (i) pay any unemployment tax or other taxes required under the law to be paid with respect to employees or (ii) withhold any monies from any compensation paid to you for income or employment tax purposes. You shall be and remain solely liable for all taxes imposed on compensation paid to you in respect of your service as a Director, and you agree to pay all such taxes when due.
We are excited about your proposed service as a non-employee Director and believe that your service will add value to the Company. If you are in agreement with the terms and conditions described in this letter, please sign below and return it to our offices within five days after the date of this letter.
Sincerely,
| /s/ Steven Vine |
| Name: Steven Vine |
| Title: EVP, Corporate Development & General Counsel |
[Countersignature page follows]
I accept the terms and conditions set forth above.
Dated this 29th day of June 2021.
| By: | /s/ Jené Elzie | |
| Name: | Jené Elzie |
Exhibit 99.1
Jené Elzie to Join Zeta’s Board of Directors
25-year global sports and marketing veteran adds to Zeta leadership strength as company growth initiatives continue
NEW YORK, NY (July 1, 2021) — Zeta, a cloud-based marketing technology company that empowers enterprises to acquire, grow, and retain customers, announced today that Jené Elzie has been elected to the Zeta Board of Directors as a Class I director, increasing the size of the Board to six directors. Ms. Elzie will support the next phase of Zeta’s growth and its commitment to helping enterprises thrive in a rapidly changing digital ecosystem.
With more than 25 years of experience developing and implementing growth strategies in the marketing, sports and entertainment industries, Ms. Elzie is currently chief growth officer at Athletes First (A1) Partners Agency, a role she has held since 2018. Prior to A1 Partners, she served as Vice President of International Marketing for the NBA, where she oversaw the league’s marketing endeavors outside of the US, as well as Vice President of Marketing & Communications for Europe, Middle East & Africa. Ms. Elzie has also served roles at NBC Universal/Comcast (2007-2013) and The Tennis Channel (2003-2007) and is currently on the boards of directors at Varsity Brands and the Public Radio Exchange.
“Jené Elzie is a highly-respected leader with a deep understanding of marketing and has proven success creating unmatched customer experiences. We are honored to welcome her to Zeta’s Board of Directors as we continue to scale growth,” said David A. Steinberg, Zeta Co-Founder, Chairman and CEO. “I look forward to partnering with her for her expert perspective as we continue to execute our strategy, drive profitability, and enhance value for all of Zeta’s shareholders, including our investors and employees. We are very excited she chose Zeta.”
Ms. Elzie stated, “Zeta is in the right position at the right time as our world continues to digitally transform, and to be the trusted marketing technology partner for global companies is an enormous opportunity. Just as importantly, Zeta’s culture is open and collaborative, and I look forward to working with David and the Zeta leadership in this next phase of the company’s growth.”
About Zeta
Zeta Global Holdings Corp. (NYSE: ZETA) is a leading data-driven, cloud-based marketing technology company that empowers enterprises to acquire, grow and retain customers. The Company’s Zeta Marketing Platform (the “ZMP”) is the largest omnichannel marketing platform with identity data at its core. The ZMP analyzes billions of structured and unstructured data points to predict consumer intent by leveraging sophisticated artificial intelligence to personalize experiences at scale. Founded in 2007 by David A. Steinberg and John Sculley, the Company is headquartered in New York City. For more information, please go to www.zetaglobal.com.