Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


               of Certain Officers; Compensatory Arrangements of Certain Officers.


On February 19, 2021, the board of directors (the "Board") of Zillow Group, Inc. (the "Company") appointed Jeremy Wacksman, previously President of Zillow, as the Company's Chief Operating Officer, effective immediately. Mr. Wacksman (age 44) had served as President of Zillow since December 2019. Since joining the Company in 2009, Mr. Wacksman has held a number of leadership positions including President, Zillow Brand and Co-Head of Zillow Offers from June 2018 to December 2019, Chief Marketing Officer from July 2016 to June 2018, Chief Marketing Officer of Zillow from August 2015 to July 2016 and Vice President of Marketing and Product Management from 2009 to August 2015. Prior to joining the Company, Mr. Wacksman led marketing and product management efforts for Xbox Live at Microsoft Corporation. Mr. Wacksman earned his B.S. in engineering from Purdue University and an M.B.A. from Northwestern University (Kellogg). In connection with Mr. Wacksman's appointment as Chief Operating Officer, the Compensation Committee of the Board approved an increase in his annual base salary to $660,825.00, effective as of February 9, 2021, and approved a restricted stock unit, or RSU, grant for 53,077 shares of Class C capital stock, which Mr. Wacksman may elect to receive in the form of stock options, or a combination of stock options and RSUs, pursuant to the Company's equity choice program.




Item 8.01   Other Events.


On February 19, 2021, the Board also appointed Susan Daimler, previously Senior Vice President, Premier Agent, as President of Zillow, effective immediately. Ms. Daimler had served as Senior Vice President, Premier Agent since 2018. Prior to that, Ms. Daimler served as General Manager of StreetEasy. Ms. Daimler joined the Company in 2012 in connection with the Company's acquisition of Buyfolio, a co-shopping platform she co-founded. Ms. Daimler earned her B.A. in English from Johns Hopkins University. A copy of the press release announcing these matters is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.
   Exhibit
    Number                                            Description

     99.1              Press Release dated February 22, 2021 entitled "Zillow Announces Leadership
                     Promotions to Increase Focus on End-to-End Customer Experience" issued by
                     Zillow Group, Inc. on February 22, 2021.

     104             Cover Page Interactive Data File (embedded within the Inline XBRL document).




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