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EX-10.1 - EXHIBIT 10.1 - ZIPREALTY INCv380825_ex10-1.htm




Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): June 5, 2014


(Exact name of registrant as specified in its charter)


Delaware 000-51002 94-3319956
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)


2000 Powell Street, Suite 300

Emeryville, CA 94608

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code:  (510) 735-2600


  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 Instruction 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))




Item 5.07 Submission of Matters to a Vote of Security Holders.


On June 5, 2014, ZipRealty, Inc. (the “Company”) held its Annual Meeting of Stockholders. At the meeting, the following individuals were elected to the Board as continuing directors, each to serve for a term of three (3) years, by the following vote:


   For   Withheld   Broker Non-votes 
Elisabeth H. DeMarse   10,356,695    1,870,512    4,441,615 
Donald F. Wood   8,163,033    4,064,174    4,441,615 


Also at the meeting, the following proposals were adopted by the margin indicated:


   For   Against   Abstained 
Ratification of appointment of Moss Adams LLP as the Company’s
independent registered public accounting firm for the fiscal
year ending December 31, 2014
   12,588,527    2,714,336    1,365,959 


    For     Against     Abstained     Broker Non-votes  
By non-binding vote, approval of the compensation of the Company’s
named executive officers
    8,525,206       2,329,577       1,372,424       4,441,615  


    For     Against     Abstained     Broker Non-votes  
Approval  of the Company’s Amended and Restated Omnibus Equity
Incentive Plan, including approval for purposes of Section 162(m)
of the Internal Revenue Code
    8,436,370       3,762,612       28,225       4,441,615  


A copy of the Amended and Restated Omnibus Equity Incentive Plan as approved by the Company’s stockholders is filed as an exhibit to this report.


Item 9.01 Financial Statements and Exhibits.




The following exhibit is furnished with this report on Form 8-K:


10.1 Amended and Restated Omnibus Equity Incentive Plan






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 hereunto duly authorized.


    a Delaware corporation  
Dated: June 6, 2014 By: /s/ Samantha E. Harnett  
      Samantha E. Harnett  
      Senior Vice President of Business Development, General Counsel and Secretary  






Exhibit Description
10.1 Amended and Restated Omnibus Equity Incentive Plan