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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
o | Preliminary Proxy Statement | ||||
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
x | Definitive Proxy Statement | ||||
| o | Definitive Additional Materials | ||||
| o | Soliciting Material under §240.14a-12 | ||||
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||||

ZipRecruiter, Inc.
3000 Ocean Park Blvd., Suite 3000
Santa Monica, California 90405
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 10:00 A.M. PACIFIC TIME ON TUESDAY, JUNE 9, 2026
To Our Stockholders:
The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of ZipRecruiter, Inc., a Delaware corporation (the “Company”), will be held on Tuesday, June 9, 2026, at 10:00 a.m. Pacific Time, via live webcast, for the following purposes:
•To elect Brie Carere and Mike Gupta as Class II Directors to serve until the 2029 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified;
•To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026; and
•To approve, on an advisory basis, the compensation of our Named Executive Officers.
We will also transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.
Holders of record of our common stock at the close of business on April 16, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment of the Annual Meeting. A complete list of these stockholders will be available for examination by any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to Ryan Sakamoto, Executive Vice President, Chief Legal Officer and Secretary, at legal@ziprecruiter.com, stating the purpose of the request and providing proof of ownership of Company stock. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.
It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the materials that follow. If you received a copy of the proxy card by mail, you may alternatively sign, date and mail the proxy card in the accompanying return envelope. We encourage stockholders to submit their proxy via telephone or online. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting if you desire to do so, as your proxy is revocable at your option.
By Order of the Board of Directors,

TSR in the above chart, in the case of both the Company and our Peer Companies as noted in footnote (6) of the above Pay Versus Performance Table, reflects the cumulative return of $100 as if invested on May 26, 2021 (the date our Class A common stock commenced trading on the NYSE), including reinvestment of any dividends.
Compensation Actually Paid versus Net Income (Loss)

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Compensation Actually Paid versus Revenue

Tabular List of Most Important Financial and Non-Financial Performance Measures
CEO Pay Ratio Disclosure
Pursuant to the Exchange Act, we are required to disclose the ratio of the total annual compensation of our Chief Executive Officer, Ian Siegel, to the median of the total annual compensation of all of our employees (excluding our Chief Executive Officer). Once the median employee was identified based on the methodology described below, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. Our median employee’s annual total compensation for 2025 was $139,127. Our Chief Executive Officer’s annual total compensation for 2025 was $2,851,838 as reported in the Summary Compensation Table. Therefore, our Chief Executive Officer to median employee pay ratio was 20.5:1 for 2025. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules.
In determining the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all our employees (excluding our Chief Executive Officer), we selected December 31, 2025 as the determination date for identifying the median employee for purposes of this disclosure. We identified the median employee using total taxable income for all our employees for 2025.
This information is being provided for compliance purposes. Neither the Compensation Committee nor management used the pay ratio measure in making compensation decisions.
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DIRECTOR COMPENSATION
The table below provides information regarding the total compensation of the non-employee members of our Board of Directors who served on our Board of Directors during the year ended December 31, 2025. All compensation that we paid to Mr. Siegel, our only employee director, is set forth in the table above in “Executive Compensation Tables—Summary Compensation Table.”
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | Stock Awards ($) (1) | Total ($) | |||||||||||||||||||
| Brie Carere | 60,000 | — | 210,191 | 270,191 | |||||||||||||||||||
Mike Gupta | 60,000 | — | 210,191 | 270,191 | |||||||||||||||||||
Yvonne Hao(2) | 67,500 | — | 210,191 | 277,691 | |||||||||||||||||||
| Cipora Herman | 97,500 | — | 210,191 | 307,691 | |||||||||||||||||||
| Blake Irving | 71,000 | — | 210,191 | 281,191 | |||||||||||||||||||
| Emily McEvilly | 55,000 | — | 210,191 | 265,191 | |||||||||||||||||||
____________________
(1)Amounts represent the aggregate grant date fair value of the RSUs granted to each of our non-employee directors during 2025 calculated in accordance with ASC Topic 718. All RSUs were granted under the 2021 Plan. The aggregate grant date fair value for the RSUs was based on the fair value of our common stock on the date of grant, which was determined as the closing market price per share of our Class A common stock on the day prior to the date of grant. This calculation is performed for accounting purposes and reported in the table and does not necessarily reflect the value that may be realized by the director with respect to the awards. For additional information on the assumptions used to estimate the fair value of the awards, see Note 2 “Basis of Presentation, Principles of Consolidation, and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 16 “Stock-Based Compensation” in the Notes to Consolidated Financial Statements in the 2025 Form 10-K.
The following table sets forth information the aggregate number of shares of our common stock underlying outstanding stock options held as of December 31, 2025 by each individual who served as a non-employee director during 2025 and the aggregate number of unvested shares of our common stock underlying outstanding RSUs held as of December 31, 2025 by each individual who served as a non-employee director during 2025:
| Name | Number of Shares Underlying Stock Options Granted in the Year Ended December 31, 2025 | Number of Shares Underlying Stock Options Held as of December 31, 2025 | Number of Shares Underlying Unvested Stock Options Held as of December 31, 2025 | Number of Shares Underlying Unvested RSUs Held as of December 31, 2025 | |||||||||||||||||||
| Brie Carere | — | — | — | 32,997 | |||||||||||||||||||
Mike Gupta | — | — | — | 48,205 | |||||||||||||||||||
| Yvonne Hao | — | — | — | 32,997 | |||||||||||||||||||
| Cipora Herman | — | 220,000 | — | 32,997 | |||||||||||||||||||
| Blake Irving | — | 220,000 | — | 32,997 | |||||||||||||||||||
| Emily McEvilly | — | — | — | 32,997 | |||||||||||||||||||
(2)Ms. Hao served on our Board of Directors through February 5, 2026. Upon her cessation of service, all unvested equity awards held by her, including the RSUs granted to her in June 2025, were forfeited.
Non-Employee Director Compensation Policy
Pursuant to our non-employee director compensation policy that is applicable to each of our non-employee directors, each non-employee director is eligible to receive certain cash retainers and equity awards. This policy is designed to attract, retain and reward non-employee directors. The Board of Directors reviewed a competitive market analysis prepared by Semler Brossy and determined not to make any changes to the non-employee director compensation policy for 2025 as compared to 2024.
Under our non-employee director compensation policy, each non-employee director receives the cash and equity compensation for Board services described below. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses to Board of Directors meetings. The policy provides that in any fiscal year, no non-employee director may be issued cash payments and equity awards with a combined value greater than $750,000. The maximum limits do not reflect the intended size of any potential compensation or equity awards to our non-employee directors.
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Cash Compensation
Each of our non-employee directors receives the following annual fees, which are paid quarterly in arrears and shall be prorated for partial quarters served:
•General Board Service Fee: $50,000
•General Committee Service Fee (in addition to General Board Service Fee):
•Audit Committee: $10,000
•Compensation Committee: $7,500
•Nominating and Corporate Governance Committee: $5,000
•Lead Independent Director Service Fee (in addition to General Board Service Fee): $20,000
•Committee Chair Service Fee (in addition to General Board Service Fee):
◦Audit Committee chair: $20,000
◦Compensation Committee chair: $16,000
◦Nominating and Corporate Governance Committee chair: $10,000
For actual total compensation earned by each director in 2025, see the table above in this section.
Equity Compensation
Initial Award. Each new non-employee director appointed to our Board of Directors will be granted on the date of the non-employee director’s appointment to our Board of Directors a grant of RSUs (the “Initial Award”) with an aggregate value of $200,000. The number of shares subject to the Initial Award will be determined by dividing the value of the Initial Award by the average fair market value of a share of our Class A common stock for the 10 business days ending on the day preceding the grant date of the Initial Award, rounded down to the nearest whole share. The Initial Award will vest as to one-third of the shares subject to the Initial Award on the earlier of (1) each of the first three annual anniversaries of the grant date of the Initial Award and (2) each of the first three annual meetings of our stockholders following the grant date of the Initial Award, in each case, so long as the non-employee director continues to provide services to the us through such date. In the event of a Corporate Transaction, as defined in our 2021 Plan, each outstanding Initial Award will vest in full.
Annual Award. On the date of each annual meeting of our stockholders, each non-employee director who is serving on our Board of Directors prior to, and will continue to serve on our Board of Directors following, such annual meeting will automatically receive a grant of RSUs (an “Annual Award”) covering a number of shares of our Class A common stock with an aggregate value of $200,000; to the extent that a non-employee director joins our Board of Directors between annual stockholder meetings, he or she will receive a pro-rated Annual Award based on the number of months of expected service prior to the subsequent annual stockholder meeting. The number of shares subject to the Annual Award will be determined by dividing the value of the Annual Award by the average fair market value of a share of our Class A common stock for the 10 business days ending on the day preceding the grant date of the Annual Award, rounded down to the nearest whole share. Each Annual Award shall fully vest on the earlier of (1) the date of the next annual meeting of our stockholders and (2) the date that is one year following the grant date of the Annual Award, in each case, so long as the non-employee director continues to provide services to us through the applicable vesting date. In the event of a Corporate Transaction, as defined in our 2021 Plan, each outstanding Annual Award will vest in full.
Employee directors will receive no additional compensation for their service as a director.
Non-Employee Director Stock Ownership Guidelines
In April 2021, under the non-employee director compensation policy, we also adopted stock ownership guidelines that are applicable to our non-employee directors. Our non-employee directors are required to hold shares of our common stock, which may include common stock owned, vested options to purchase common stock and vested RSUs, equal to three times the general board service fee and are expected to satisfy such guidelines within five years of becoming a member of the Board of Directors.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our Common Stock as of April 9, 2026 for:
•each of our Named Executive Officers;
•each of our directors;
•all of our directors and executive officers as a group; and
•each person known by us to beneficially own more than 5% of any class of our Common Stock.
The number of shares beneficially owned by each stockholder as described in this proxy statement is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Common Stock subject to options or issuable pursuant to RSUs, or other rights held by such person that are currently exercisable or issuable or will become exercisable or issuable within 60 days of April 9, 2026, are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. The percentage ownership of each individual or entity is based on approximately 68,493,064 shares of our Class A common stock and 13,029,486 shares of our Class B common stock outstanding as of April 9, 2026. Unless otherwise indicated, the address of all listed stockholders is c/o ZipRecruiter, Inc., 3000 Ocean Park Blvd., Suite 3000, Santa Monica, California 90405.
Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
| Shares Beneficially Owned | % of Total Voting Power | ||||||||||||||||||||||||||||
| Class A | Class B | ||||||||||||||||||||||||||||
| Number | % | Number | % | ||||||||||||||||||||||||||
Named Executive Officers and Directors: | |||||||||||||||||||||||||||||
Ian Siegel(1) | 140,318 | * | 13,029,486 | 100.0 | % | 79.2 | % | ||||||||||||||||||||||
Amy Garefis(2) | 220,691 | * | 22,533 | * | * | ||||||||||||||||||||||||
Boris Shimanovsky | 370,975 | * | — | — | % | * | |||||||||||||||||||||||
David Travers(3) | 1,239,307 | 1.8 | % | 268,947 | 2.0 | % | 2.0 | % | |||||||||||||||||||||
Timothy Yarbrough(4) | 316,313 | * | 90,000 | * | * | ||||||||||||||||||||||||
Brie Carere | 49,092 | * | — | — | % | * | |||||||||||||||||||||||
Mike Gupta | 27,565 | * | — | — | % | * | |||||||||||||||||||||||
Cipora Herman(5) | 44,896 | * | 220,000 | 1.7 | % | 1.3 | % | ||||||||||||||||||||||
Blake Irving(6) | 42,766 | * | 220,000 | 1.7 | % | 1.3 | % | ||||||||||||||||||||||
Emily McEvilly | 49,939 | * | — | — | % | * | |||||||||||||||||||||||
Jennifer Saenz | — | — | % | — | — | % | — | % | |||||||||||||||||||||
All executive officers and directors as a group (12 persons)(7) | 2,419,782 | 3.5 | % | 13,760,966 | 100.0 | % | 80.8 | % | |||||||||||||||||||||
Other 5% Stockholders: | |||||||||||||||||||||||||||||
Disciplined Growth Investors, Inc.(8) | 6,371,139 | 9.3 | % | — | — | % | 1.9 | % | |||||||||||||||||||||
Entities affiliated with Institutional Venture Partners(9) | 5,397,847 | 7.9 | % | — | — | % | 1.6 | % | |||||||||||||||||||||
Edmond de Rothschild Asset Management (France)(10) | 4,910,895 | 7.2 | % | — | — | % | 1.5 | % | |||||||||||||||||||||
BlackRock Portfolio Management LLC(11) | 4,174,370 | 6.1 | % | — | — | % | 1.3 | % | |||||||||||||||||||||
William Blair Investment Management, LLC(12) | 3,652,456 | 5.3 | % | — | — | % | 1.1 | % | |||||||||||||||||||||
____________________
*Represents beneficial ownership of less than 1%.
(1)Represents (a) 140,318 shares of Class A common stock held by The Siegel Family Trust and (b) 13,029,486 shares of Class B common stock held by The Siegel Family Trust. Ian Siegel and Rochelle Siegel are co-trustees of, and each have full authority to act on behalf of, The Siegel Family Trust.
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(2)Represents (a) 220,691 shares of Class A common stock and (b) 22,533 shares underlying options to purchase Class B common stock that are exercisable within 60 days of April 9, 2026.
(3)Represents (a) 1,239,307 shares of Class A common stock and (b) 268,947 shares underlying options to purchase Class B common stock that are exercisable within 60 days of April 9, 2026.
(4)Mr. Yarbrough resigned from his position as our Executive Vice President, Chief Financial Officer effective February 25, 2026. Represents (a) 46,076 shares of Class A common stock held by Timothy Yarbrough; (b) 270,237 shares of Class A common stock held by the Yarbrough Family Trust, dated March 23, 2017, a living trust, of which Timothy Yarbrough is co-trustee; and (c) 90,000 shares underlying options to purchase Class B common stock held by Timothy Yarbrough that are exercisable within 60 days of April 9, 2026.
(5)Represents (a) 44,896 shares of Class A common stock and (b) 220,000 shares underlying options to purchase Class B common stock that are exercisable within 60 days of April 9, 2026.
(6)Represents (a) 42,766 shares of Class A common stock and (b) 220,000 shares underlying options to purchase Class B common stock that are exercisable within 60 days of April 9, 2026.
(7)Represents (a) 2,419,782 shares of Class A common stock; (b) 13,029,486 shares of Class B common stock; and (c) 731,480 shares underlying options to purchase shares of Class B common stock that are exercisable within 60 days of April 9, 2026.
(8)Based solely on information contained on a Schedule 13G/A filed with the SEC on February 17, 2026. Disciplined Growth Investors, Inc. reported sole voting and sole dispositive power with respect to 6,371,139 shares of our Class A common stock as of December 31, 2025. The address of Disciplined Growth Investors, Inc. is 150 South Fifth Street, Suite 2550, Minneapolis, Minnesota 55402.
(9)Based solely on information contained on a Schedule 13G/A filed with the SEC on February 17, 2026. Represents (a) 1,198,415 shares of Class A common stock held by Institutional Venture Partners XV, L.P.; (b) 3,809,348 shares of Class A common stock held by Institutional Venture Partners XIV, L.P.; (c) 6,356 shares of Class A common stock held by Institutional Venture Partners XV Executive Fund, L.P.; (d) 10,459 shares of Class A common stock held by Institutional Venture Management XIV, LLC; (e) 4,247 shares of Class A common stock held by Institutional Venture Management XV, LLC; (f) 146,823 shares of Class A common stock held by a family trust, of which Norman A. Fogelsong is the trustee; (g) 154,148 shares of Class A common stock held by a family trust, of which Dennis B. Phelps, Jr. is the trustee; (h) 13,682 shares of Class A common stock held by a family trust, of which Eric Liaw is the trustee; and (i) 54,369 shares of Class A common stock held by a family trust, of which Jules A. Maltz is the trustee; in each case, reported as of December 31, 2025. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are the managing directors of Institutional Venture Management XIV, LLC and share voting and dispositive power over the shares held by Institutional Venture Partners XIV, L.P. Institutional Venture Management XV, LLC is the general partner of each of Institutional Venture Partners XV, L.P. and Institutional Venture Partners XV Executive Fund, L.P. Each of Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, Jules A. Maltz, J. Sanford Miller and Dennis B. Phelps, Jr. are the managing directors of Institutional Venture Management XV, LLC and share voting and dispositive power over the shares held by each of Institutional Venture Partners XV, L.P. and Institutional Venture Partners XV Executive Fund, L.P. The address for each of these entities is c/o Institutional Venture Partners, 3000 Sand Hill Road, Building 2, Suite 250, Menlo Park, California 94025.
(10)Based solely on information contained on a Schedule 13G/A filed with the SEC on January 21, 2026. Edmond de Rothschild Asset Management (France) reported no sole voting power, and shared voting power, sole dispositive power and shared dispositive power with respect to 4,500,725, 410,170 and 4,500,725 shares of our Class A common stock, respectively, as of December 31, 2025. The address of Edmond de Rothschild Asset Management (France) is 47 Rue du Faubourg Saint Honore, Paris, France 75008.
(11)Based solely on the information contained on a Schedule 13G filed with the SEC on April 15, 2025. BlackRock Portfolio Management LLC reported sole voting power with respect to 3,467,786 shares of our Class A common stock and sole dispositive power with respect to 4,174,370 shares of our Class A common stock as of March 31, 2025. The address of BlackRock Portfolio Management LLC is 50 Hudson Yards, New York, New York 10001.
(12)Based solely on information contained on a Schedule 13G/A filed with the SEC on July 30, 2025. William Blair Investment Management, LLC reported no shared voting power or shared dispositive power, and sole voting power and sole dispositive power with respect to 3,049,102 and 3,652,456 shares of our Class A common stock, respectively, as of June 30, 2025. The address of William Blair Investment Management, LLC is 150 North Riverside Plaza, Chicago, Illinois 60606.
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CERTAIN RELATIONSHIPS
In addition to the compensation arrangements, including employment, termination of employment and change in control and severance arrangements, discussed in the sections “Compensation Discussion and Analysis,” “Executive Compensation Tables” and “Director Compensation,” the following is a description of each transaction since January 1, 2025 and each currently proposed transaction in which:
•we have been or are to be a participant;
•the amount involved exceeded or will exceed $120,000; and
•any of our directors, executive officers, director nominees or holders of more than 5% of our capital stock, or any immediate family member of, or person sharing the household with, any of these individuals (each, a “related party”), had or will have a direct or indirect material interest.
Indemnification Agreements
We have entered into, and plan on entering into, indemnification agreements with each of our current and future directors and executive officers. The indemnification agreements, our Amended and Restated Certificate of Incorporation, and our Amended and Restated Bylaws require us to indemnify our directors and executive officers to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our Amended and Restated Bylaws also require us to advance expenses incurred by our directors and officers.
Share Repurchases from Institutional Venture Partners
On May 22, 2025, we repurchased 3,000,000 shares of our Class A common stock from certain entities affiliated with Institutional Venture Partners (collectively, “IVP”), which entities collectively hold more than 5% of our capital stock, at a purchase price of $5.32 per share. On August 25, 2025, we repurchased an additional 1,639,345 shares of our Class A common stock from IVP at a purchase price of $4.27 per share. On November 17, 2025, we repurchased an additional 1,750,547 shares of our Class A common stock from IVP at a purchase price of $4.57 per share. The transactions were effected pursuant to share repurchase agreements and our existing share repurchase program.
Review, Approval or Ratification of Transactions with Related Parties
We have adopted a written related party transactions policy designed to comply with applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. This policy requires that any transaction with a related party that must be reported under applicable rules of the SEC must be reviewed and approved or ratified by our Audit Committee, unless the related party is, or is associated with, a member of that committee, in which event the transaction must be reviewed and approved by our Nominating and Corporate Governance Committee. In reviewing and approving any such transactions, the Audit Committee is tasked to consider all relevant information, including but not limited to whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party, whether the transaction is inconsistent with the interests of ZipRecruiter and its stockholders, the impact on a director’s independence if the related party is a director, and the extent of the related party’s interest in the transaction.
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STOCKHOLDERS’ PROPOSALS
Stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2027 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must submit the proposal to our Secretary at our principal executive offices in writing not later than December 25, 2026.
Stockholders intending to present a proposal at the 2027 Annual Meeting of Stockholders, but not to include the proposal in our proxy statement, or to nominate a person for election as a director, must comply with the requirements set forth in our Amended and Restated Bylaws. Our Amended and Restated Bylaws require, among other things, that our Secretary receive written notice from the stockholder of record of their intent to present such proposal or nomination not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the preceding year’s annual meeting. Therefore, we must receive notice of such a proposal or nomination for the 2027 Annual Meeting of Stockholders no earlier than the close of business on February 9, 2027 and no later than the close of business on March 11, 2027. The notice must contain the information required by the Amended and Restated Bylaws, a copy of which is available upon request to our Secretary. In the event that the date of the 2027 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after June 9, 2027, then our Secretary must receive such written notice not later than the 90th day prior to the 2027 Annual Meeting of Stockholders or, if later, the 10th day following the day on which public disclosure of the date of such meeting is first made by us.
In connection with our solicitation of proxies for our 2027 Annual Meeting of Stockholders, we intend to file a proxy statement and WHITE proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.
In addition to satisfying the foregoing requirements, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also provide notice to our Secretary that sets forth the information required by Rule 14a-19 under the Exchange Act not later than April 10, 2027.
We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements.
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ADDITIONAL INFORMATION
Other Matters
Our Board of Directors is not aware of any matter to be presented for action at the Annual Meeting other than the matters referred to above and does not intend to bring any other matters before the Annual Meeting. However, if other matters should come before the Annual Meeting, it is intended that holders of the proxies will vote thereon in their discretion.
Solicitation of Proxies
The accompanying proxy is solicited by and on behalf of our Board of Directors, whose Notice of Annual Meeting is attached to this proxy statement, and the entire cost of our solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail, and facsimile by our directors, officers, and other employees who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by the brokers, nominees, custodians, and other fiduciaries. We will reimburse these persons for their reasonable expenses in connection with these activities.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that our directors and executive officers, and greater than 10% stockholders, file reports of ownership and changes in ownership with the SEC. Based on our review of such filings and written representations from our directors and executive officers, we believe that during the year ended December 31, 2025, all directors, executive officers, and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them; however, in February 2026, Jennifer Saenz filed one Form 4 late covering two transactions, and in April 2026, Ian Siegel, our Chief Executive Officer, filed one Form 4 late covering two transactions from a prior fiscal year.
ZipRecruiter’s 2025 Annual Report on Form 10-K
A copy of our 2025 Form 10-K, including financial statements and schedules but not including exhibits, as filed with the SEC, will be sent to any stockholder of record as of April 16, 2026 without charge upon written request addressed to:
ZipRecruiter, Inc.
Attention: Secretary
3000 Ocean Park Blvd., Suite 3000
Santa Monica, CA 90405
A reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our 2025 Form 10-K at www.proxyvote.com. You also may access our 2025 Form 10-K at ziprecruiter-investors.com in the “Financials–SEC Filings” section.
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WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT. IF YOU RECEIVED A COPY OF THE PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHER SOLICITATION.
By Order of the Board of Directors,

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