CoStar Group (CSGP) Proxy filing summary

Executive summary

• Achieved record revenue of $3.25 billion in 2025, up 19% year-over-year, with adjusted EBITDA of $442 million, an 83% increase, and net new bookings of $308 million, the highest in company history.

• Completed major acquisitions (Matterport and Domain), expanded global footprint, and launched advanced AI initiatives, including Homes Ai, to drive innovation and platform integration.

• Implemented a $500 million share repurchase program in 2025 and authorized a new $1.5 billion program in 2026, reflecting disciplined capital allocation and commitment to shareholder returns.

• Engaged extensively with shareholders, integrating feedback into governance, compensation, and strategic decisions, including a redesigned executive compensation program.

Voting matters and shareholder proposals

• Election of eight director nominees for one-year terms.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote to approve executive compensation (say-on-pay).

• Approval of the 2026 Employee Stock Purchase Plan, authorizing 2.5 million shares for employee participation.

Board of directors and corporate governance

• Board is highly independent, with an independent chair and majority of directors added since 2023.

• Annual board and committee self-evaluations, majority voting for directors, and robust stock ownership guidelines for directors and executives.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and a recently sunset Capital Allocation Committee.

• Proxy access and no supermajority voting or poison pill provisions; one class of voting stock.