zi-20250116
0001794515false00017945152025-01-162025-01-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2025
 
ZoomInfo Technologies Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-39310
87-3037521
(State or other jurisdiction
of incorporation)
(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
 
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:
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
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
ZI
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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2025, the Company announced the appointment of Katie Rooney to its Board of Directors (“Board”), effective as of February 1, 2025. Ms. Rooney will serve on the Board’s Nominating and Corporate Governance and Audit Committees, as a Class III director with a term expiring at the Company’s Annual Meeting of Stockholders in 2026.
Ms. Rooney will participate in the Company’s non-employee director compensation program. A summary of the compensation payable to the Company’s non-employee directors was included in the Company’s proxy statement for its 2024 Annual Meeting of Stockholders, filed with the SEC on March 29, 2024, which information is incorporated herein by reference. The initial annual retainer and initial annual restricted stock unit grant to be received by Ms. Rooney will be prorated for her services during the remainder of fiscal year 2025 and the service period, respectively, starting on February 1, 2025.
In connection with her appointment to the Board, the Company intends to enter into an indemnification agreement with Ms. Rooney in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously disclosed in the Company’s public filings.
There were no arrangements or understandings between Ms. Rooney and any other persons pursuant to which she was selected as a director and there are no family relationships between Ms. Rooney and any of the Company’s directors or executive officers. In addition, Ms. Rooney is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01    Regulation FD Disclosure.
On January 16, 2025, the Company issued a press release announcing the appointment of Ms. Rooney to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Report and incorporated herein by reference.
Item 9.01    Financial Statements and Exhibits.
(d)     Exhibits.
Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



Signatures
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: January 16, 2025
By:     /s/ Ashley McGrane
Name:  Ashley McGrane
Title:   General Counsel and Corporate Secretary

Document
Exhibit 99.1
https://cdn.kscope.io/09270dd8a94d8a482fe785858eac4410-imagea.jpg
ZoomInfo Appoints Katie Rooney to Board of Directors
Longtime CFO Brings More Than 20 Years of Finance and Operations Experience to the Board
VANCOUVER, WASHINGTON – JAN. 16, 2025 – ZoomInfo (NASDAQ: ZI), the Go-To-Market Intelligence platform, today announced the appointment of Katie Rooney to its Board of Directors, effective February 1, 2025. Ms. Rooney will serve on the Board’s Audit and Nominating and Corporate Governance Committees.
Rooney has more than two decades of experience in finance, operations, strategy and corporate development with multi-billion dollar enterprises. She was recently named Chief Financial Officer at Maven, the world's largest virtual health platform for women and families.
“As a seasoned global CFO and COO with extensive experience in finance, strategy, and operations, Katie has a proven track record of efficiently driving transformative growth,” said Henry Schuck, Founder and CEO of ZoomInfo.
“We’re excited to have Katie Rooney join the board at ZoomInfo after an extensive search,” said Patrick McCarter, Chair of ZoomInfo’s Nominating and Corporate Governance Committee. “Katie brings a powerful combination of financial acumen and operational insight that aligns with ZoomInfo’s commitment to building products that drive customer delight and value. Katie’s guidance will be instrumental as we strengthen our position as the leader in go-to-market intelligence.”
“I am honored to join the ZoomInfo board. I have enjoyed getting to know the board, the company and its leadership team, and I’ve been impressed with Henry’s passion and vision,” Rooney said. “It is an exciting time for ZoomInfo with disciplined investments in product and customer success paying off. We have a clear opportunity to drive consistent growth, continued strong free cash flow generation, and outsized returns for shareholders going forward.”
With Rooney’s appointment, ZoomInfo’s Board of Directors will comprise 10 directors, nine of whom are independent.
About Katie Rooney
Katie Rooney is an experienced CFO, with global experience in finance, operations, business strategy, and investment banking. Prior to joining Maven as Chief Financial Officer, she was the Chief Financial Officer and Chief Operating Officer of Alight, a leading cloud-based human capital technology and services provider.
Prior to Alight, Rooney served in a broad range of senior finance leadership roles at Aon. As the CFO for Aon Hewitt, she helped lead the carve-out of Alight from Aon to The Blackstone Group. She served as the CFO for Aon Hewitt’s Outsourcing division and Global Head of Financial Planning and Analysis. Rooney also led corporate finance, corporate M&A, and financial risk management activities within Treasury at Aon. She worked as the COO, Global Finance and Shared Services, leading key global initiatives to drive corporate profitability and shareholder value creation. Prior to joining Aon, Rooney was a Vice President, Investment Banking at Morgan Stanley accountable for primary and secondary coverage of numerous medical technology companies.
1


Katie graduated from the University of Michigan with a Bachelor of Business Administration degree in finance.
About ZoomInfo
ZoomInfo (NASDAQ: ZI) is the Go-To-Market Intelligence Platform that empowers businesses to grow faster with AI-ready insights, trusted data, and advanced automation. Its solutions provide more than 35,000 companies worldwide with a complete view of their customers, making every seller their best seller. ZoomInfo is a recognized leader in data privacy, with industry-leading GDPR and CCPA compliance and numerous data security and privacy certifications. For more information about how ZoomInfo can help businesses with go-to-market intelligence that accelerates revenue growth, please visit www.zoominfo.com.
Media Contacts
Rob Morse
Senior Communications Manager
pr@zoominfo.com
2