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 2, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
1331 L Street, NW,Washington,DC20005
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (202) 346-6500
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))

Securities registered pursuant to Section 12(b) of the Act:  
Title of each classTrading SymbolName of each exchange on which registered
Common Stock ($0.01 par value)CSGPNasdaq Global Select Market
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2021 Annual Meeting of Stockholders of CoStar Group, Inc. (the “Company”) held on June 2, 2021 (the “Annual Meeting”), upon the recommendation of the Board of Directors of the Company (the “Board”), stockholders approved adoption of the Fourth Amended and Restated Certificate of Incorporation (the “Fourth A&R Charter”), which increases the total number of shares of common stock, par value $0.01 per share (the “Common Stock”), that the Company is authorized to issue from 60 million to 1.2 billion and correspondingly increases the total number of shares of capital stock that the Company is authorized to issue from 62 million to 1.202 billion. The Fourth A&R Charter became effective upon filing with the Secretary of State of Delaware on June 7, 2021.

The foregoing description of the terms of the Fourth A&R Charter does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Fourth A&R Charter, which is filed herewith as Exhibit 3.1.

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

The following items, which are more fully described in our proxy statement dated April 19, 2021, were submitted to a vote of the stockholders of CoStar Group at the Annual Meeting held on June 2, 2021. The final voting results are as follows:

1.The following nominees were elected to our Board of Directors to serve until the next annual meeting of the Company’s stockholders or until his or her successor is elected and qualified: Michael R. Klein, Andrew C. Florance, Laura Cox Kaplan, Michael J. Glosserman, John W. Hill, Robert W. Musslewhite, Christopher J. Nassetta and Louise S. Sams.

NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
Michael R. Klein32,884,8732,315,62612,974735,922
Andrew C. Florance34,992,281209,56811,624735,922
Laura Cox Kaplan34,951,131249,75912,583735,922
Michael J. Glosserman34,311,325889,202
% OF
John W. Hill35,114,09286,49212,889735,922
Robert W. Musslewhite35,141,21859,38312,872735,922
Christopher J. Nassetta33,094,4792,106,10612,888735,922
Louise S. Sams35,146,69854,01912,756735,922

2.The appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified upon the following vote:

Votes For35,225,473 
Votes Against716,305 

3.The advisory resolution on executive compensation was approved upon the following vote:

Votes For29,439,165
Votes Against5,532,238
Broker Non-Votes735,922

4.The adoption of the Fourth A&R Charter was approved upon the following vote:

Votes For34,823,653 
Votes Against1,103,178 

5.The amendment and restatement of the CoStar Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder was approved upon the following vote:

Votes For35,180,853
Votes Against28,472
Broker Non-Votes735,922

6.The stockholder proposal regarding simple majority vote was approved upon the following vote:

Votes For28,897,944
Votes Against6,279,720
Broker Non-Votes735,922

Item 8.01. Other Events.

On June 7, 2021, the Board approved and declared a 10-for-1 stock split in the form of a stock dividend. The Board set June 17, 2021 as the record date for the stock dividend. Each shareholder of record at the close of business on the record date will receive nine additional shares of Common Stock for each then-held share of Common Stock. The dividend shares are scheduled to be distributed after the close of trading on June 25, 2021. A copy of the press release announcing the stock split is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.Description
CoStar Group, Inc. Fourth Amended and Restated Certificate of Incorporation, dated June 7, 2021.
Press release, dated June 7, 2021, issued by CoStar Group, Inc.
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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.
Date:June 7, 2021/s/ Scott T. Wheeler
Name: Scott T. Wheeler
Title: Chief Financial Officer