CoStar stockholders back directors, approve pay plan

CoStar stockholders approved all annual meeting proposals, with each director nominee receiving over 93% support. Investors also backed the redesigned executive pay plan, with 71.38% say-on-pay support, as CoStar pursues revenue growth and EBITDA margin expansion. AI Summary

CoStar Group stockholders approved all proposals at the company’s annual meeting on Tuesday, including the reelection of eight director nominees and an advisory vote on a redesigned executive compensation plan, the company said in an announcement on Thursday.

The vote gives CoStar leadership a governance green light as it pursues a strategy that pairs revenue growth with a renewed focus on EBITDA margin expansion. Additionally, the vote came after an activist investor campaign called for a complete overhaul of the board and the possible removal of Andy Florance as CEO.

According to preliminary results disclosed by CoStar, investors supported each director candidate with more than 93% of votes cast. The directors returning to the board include Florance, Louise Sams, John Berisford, Angelique Brunner, Rachel Glaser, John Hill, Christine McCarthy and Robert Musslewhite.

Earlier this year, CoStar’s board, which includes three new directors , unanimously approved a plan to “deliver revenue growth and prioritize EBITDA margin expansion,” CEO Andy Florance said in the announcement. The company then held in-person meetings with more than 500 stockholders to outline its strategy and long-term objectives.

“The overwhelming stockholder support for our directors reflects their confidence in our strategy and the considerable opportunities ahead for CoStar Group,” Florance said in a statement.

Say-on-pay support follows comp overhaul

Stockholders also approved the nonbinding advisory vote on pay for CoStar’s named executive officers, with 71.38% of votes cast in favor, the company reported.

That approval follows a multi-year engagement campaign targeting the company’s largest investors. In 2025, the board chair and compensation committee chair met with the firm’s top 50 stockholders, representing 77% of outstanding shares, to discuss governance and executive compensation.

These discussions resulted in a board approved, redesigned 2026 executive compensation program that CoStar said includes things like more rigorous, quantitative performance goals, greater transparency around metrics and payouts and a simplified structure intended to align pay more tightly with long-term stockholder value.

Activist investor push

In January, CoStar provided investors with an update on financial and corporate governance initiatives for 2026, much of which they said was the result of a “robust review” of the company by the Capital Allocation Committee. While the update painted a fairly rosy picture for the firm as a whole in 2026, with estimated 18% year-over-year revenue growth to between $3.78 and $3.82 billion and a net income of $175 million to $215 million for the year, things did not look quite as strong for CoStar’s Homes.com .

Although Homes.com has recorded a 337% increase in subscribers since Q1 2024, according to CoStar, the firm said it does not expect Homes.com to attain positive adjusted EBITDA until 2030.

In late January and early February, activist investors D.E. Shaw and Third Point pushed back on CoStar’s Homes.com timeline calling on CoStar to divest or shutdown Homes.com. In April, Third Point sold its shares of CoStar ending its activist investor push.

CoStar has indicated that it is firmly against divesting or shutting down Homes.com. During Q1 2026 , CoStar reported a 23% annual jump in revenue to $897 million and a 49% increase in adjusted net income to $94 million. Additionally, the company said Homes.com revenue grew 58% to $26 million in the first quarter, with agent subscribers surging to 35,175. Overall residential revenue for the quarter reached $425 million, up 32% year-over-year.

This article was written by Brooklee Han and generated with the assistance of HousingWire Automation, then reviewed by a HousingWire editor before publication.