8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

ZETA GLOBAL HOLDINGS CORP.

(Exact name of Registrant as Specified in Its Charter)

(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:

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 June 15, 2022 (the “Election Date”), the Board of Directors (the “Board”) of Zeta Global Holdings Corp., a Delaware corporation (the “Company”), elected Jeanine Silberblatt to the Company’s Board as a Class II director. In connection with the election of Ms. Silberblatt, the Board increased its size from six to seven directors. The Board did not appoint Ms. Silberblatt to any Board committees at this time.

Under the Company’s non-employee director compensation program, Ms. Silberblatt will be entitled to an annual cash retainer for service on the Board in the amount of $100,000, which cash retainer will be payable in arrears in four equal quarterly installments and prorated for any partial year of service. In addition, Ms. Silberblatt will be granted an annual award of restricted stock determined by dividing $150,000 by the fair market value of a share of the Company’s Class A common stock on the date of grant (with any partial shares that result being rounded up to the nearest whole share). The restricted stock award will be granted on each July 1 occurring after the Election Date, subject to Ms. Silberblatt’s continued service on the Board through each such date. The annual restricted stock award for 2022 will be granted on July 1, 2022. The restricted stock will vest as to 25% of the shares on the first anniversary of the grant date and as to 25% of the shares on each October 1, January 1 and April 1 thereafter, such that the restricted stock award will be fully vested 21 months from the applicable grant date. The Company may modify the director compensation program applicable to Ms. Silberblatt and all other non-employee members of the Board at any time.

Item 7.01 Regulation FD Disclosure.

On June 15, 2022, the Company issued a press release announcing the election of Ms. Silberblatt to the Board as a Class II director. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

EX-99.1

Exhibit 99.1

Zeta Appoints Williams-Sonoma Executive, Jeanine Barnett Silberblatt, to Board of Directors

NEW YORK, NY – June 15, 2022 -- Zeta Global (NYSE:ZETA), a cloud-based marketing technology company that empowers enterprises to acquire, grow, and retain customers more efficiently, today announced that it has appointed Williams-Sonoma executive, Jeanine Barnett Silberblatt, to the Zeta Board of Directors as a Class II director. The addition of Silberblatt expands Zeta’s board and enhances the Company’s governance as it enters its second year listed on the NYSE. Ms. Silberblatt will support Zeta’s long-term growth plan as the Company continues its commitment to help enterprises thrive in a rapidly changing digital ecosystem.

Silberblatt is a highly accomplished marketing leader. She has held a broad spectrum of senior positions at top consumer brands in retail and technology verticals, demonstrating expertise in AI-enabled business models, large-scale eCommerce businesses, and omnichannel retail. Currently serving as Vice President, eCommerce & Digital Marketing of Pottery Barn Teen at Williams-Sonoma Inc., Silberblatt leads all eCommerce and digital marketing initiatives. Prior to this, she was the Vice President, Merchandising & Brand Partnerships at Stockwell AI Inc., and has also held leadership positions at Reformation and Sears Holdings Corporation. Silberblatt started her career as a hedge fund investment analyst at UBS Global Asset Management.

“On behalf of Zeta, I am thrilled to welcome Jeanine to our Board of Directors,” said David A. Steinberg, Zeta’s Co-Founder, Chairman and CEO. “Jeanine’s deep experience and expertise in digital marketing for enterprise brands will be invaluable to us as we continue to innovate, strengthen our platform to help our customers grow, and build toward our Zeta 2025 plan. I look forward to partnering with her as we aim to create exceptional value for all of Zeta’s stakeholders.”

“Zeta is a very respected company with incredible growth opportunities ahead, and I am excited to partner with David and the leadership team on their bold vision to become the largest marketing cloud in the industry by 2025,” said Silberblatt. “As data and AI become critical components to all marketing strategies industry-wide, Zeta has tremendous potential to become a defining company of this digital marketing era.”

Silberblatt is also a Founding Member of Chief, a private network designed for senior women leaders to strengthen their leadership journey and serves on the board of Fashion Incubator San Francisco (FiSF), a non-profit incubator committed to turning fashion apparel designers into successful San Francisco entrepreneurs and employers. She holds a Bachelor of Science from Delaware State University and an MBA from Harvard Business School.

About Zeta

Zeta Global Holdings Corp. (NYSE:ZETA) is a leading data-driven, cloud-based marketing technology company that empowers enterprises to acquire, grow and retain customers more efficiently. The Company’s Zeta Marketing Platform (the “ZMP”) is the largest omnichannel marketing platform with identity data at its core. The ZMP analyzes billions of structured and unstructured data points to predict consumer intent by leveraging sophisticated artificial intelligence to personalize experiences at scale. Founded in 2007 by David A. Steinberg and John Sculley, the Company is headquartered in New York City. For more information, please go to www.zetaglobal.com.

Forward-Looking Statements

This press release, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including potential growth opportunities and market share in the marketing cloud industry. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although

we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. Factors that may materially affect such forward-looking statements include, but are not limited to: the impact of COVID-19 on the global economy, our customers, employees and business; potential fluctuations in our operating results, which could make our future operating results difficult to predict; our ability to innovate and make the right investment decisions in our product offerings and platform; our ability to attract and retain customers, including our scaled customers; our ability to manage our growth effectively; our ability to collect and use data online; the standards that private entities and inbox service providers adopt in the future to regulate the use and delivery of email may interfere with the effectiveness of our platform and our ability to conduct business; a significant inadvertent disclosure or breach of confidential and/or personal information we process, or a security breach of our or our customers’, suppliers’ or other partners’ computer systems; the impact of Company acquisitions on platform revenue; and any disruption to our third-party data centers, systems and technologies. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Contacts

Investor Relations

Scott Schmitz, SVP Investor Relations

ir@zetaglobal.com

Media Relations

Megan Rose, GVP Marketing Communications

press@zetaglobal.com