SECURITIES AND EXCHANGE COMMISSION
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, 2023
ZoomInfo Technologies Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(Commission File Number)
(IRS Employer Identification No.)
805 Broadway Street, Suite 900, Vancouver, Washington 98660
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 914-1220
(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:
☐ 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 class
Name of each exchange on which registered
Common Stock, par value $0.01 per share
The Nasdaq Stock Market LLC
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 7.01 Regulation FD Disclosure
On June 2, 2023, ZoomInfo Technologies Inc. (the "Company" or "we") notified employees of a plan to flatten the organizational structure, speed decision making, and enable investment in key opportunities for long-term growth while driving continued profitability. The plan includes a reduction of current employee positions by approximately 3%. The Company estimates that it will incur restructuring charges of approximately $6 million in connection with this plan, which will primarily be recognized in the second quarter.
To help make this transition easier, we are providing all impacted employees with:
•Severance pay. We are providing an average of 10 weeks of severance, with some variation based on job level and tenure.
•Equity award vesting. We are accelerating the vesting of certain employee equity up to a maximum amount based on job level.
•Health care and education fund. We are providing U.S.-based employees with a COBRA health insurance subsidy of at least three months, and Israel-based employees a lump sum equal to three months’ education fund deductions on average.
As the Company indicated on its most recent financial results conference call, we plan to continue to hire within sales, engineering, and customer success and make investments to further leverage the Company’s generative AI capabilities, while focusing on efficiency throughout the rest of the organization and hiring where we think the investments will make the greatest impact.
The information contained within Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking” statements that are based on the Company’s beliefs and assumptions and on information currently available to the Company on the date of this Current Report on Form 8-K. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “may,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements include, but are not limited to, statements related to expected charges and the Company’s organizational structure, hiring, and investment plans. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Further information on factors that could cause the Company’s actual results to differ materially from the results anticipated by the Company’s forward-looking statements is included in the reports the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and other reports filed by the Company from time to time with the SEC, which are accessible on the SEC’s website at www.sec.gov. All information provided in this Current Report on Form 8-K is as of June 2, 2023, and the Company undertakes no duty to update this information unless required by law.
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.
|ZoomInfo Technologies Inc.|
|Date: June 2, 2023|
|By:|| /s/ P. Cameron Hyzer|
|Name:||P. Cameron Hyzer|
|Title:||Chief Financial Officer|