CoStar Group (CSGP) Announces Strategic Board Changes and New Support Agreements

CoStar Group Strengthens Board with New Appointments and Forms Capital Allocation Committee

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Apr 07, 2025
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CoStar Group, Inc. (CSGP, Financial) has announced significant changes to its Board of Directors, following the signing of support agreements with D. E. Shaw & Co., L.P. and Third Point LLC. These agreements, effective April 6, 2025, aim to enhance the company's governance and strategic direction.

As part of the agreements, CoStar Group has appointed Christine M. McCarthy, John Berisford, and Rachel C. Glaser as new independent directors. These appointments are supported by both D. E. Shaw and Third Point, and the new directors will be included in the company's slate of nominees for the 2025 annual meeting of stockholders.

The support agreements include standstill provisions, where D. E. Shaw and Third Point have agreed to refrain from certain actions, such as soliciting proxies or proposing board nominees outside of the agreed terms, during a specified period. Additionally, they have committed to voting in favor of the Board's nominees and proposals during stockholder meetings.

In a strategic move, CoStar Group's Board has also established a Capital Allocation Committee to review the company's capital structure and allocation priorities. This committee will be chaired by Andrew Florance and include Christine M. McCarthy, John Berisford, and Robert W. Musslewhite as members.

Effective immediately, Michael R. Klein, Christopher J. Nassetta, and Laura C. Kaplan have resigned from the Board, with Louise S. Sams appointed as the new Chairperson. The resignations were not due to any disagreements with the company.

These changes reflect CoStar Group's commitment to strengthening its governance framework and aligning its strategic initiatives with shareholder interests. The company continues to focus on its growth and expansion plans, leveraging the expertise of its newly appointed directors.

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