Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment
              of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2020, Zillow Group, Inc. ("Zillow Group") held its 2020 Annual Meeting of Shareholders (the "2020 Annual Meeting") at which Zillow Group's shareholders approved the Zillow Group, Inc. 2020 Incentive Plan (the "Plan"), which replaces the Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (the "2011 Plan"). A detailed summary of the Plan appears on pages 20-25 of

Zillow Group's definitive proxy statement   filed with the Securities and
Exchange Commission on April 22, 2020 (the "Proxy Statement") and is
incorporated herein by reference.
Under the Plan, employees, officers, directors, consultants, agents, advisors
and independent contractors are eligible to receive awards. Awards granted under
the Plan may consist of stock options, stock appreciation rights, stock awards,
restricted stock, restricted stock units, performance shares, performance units,
cash-based awards or other incentives payable in cash or in shares of Zillow
Group's Class C capital stock as may be determined by the plan administrator and
subject to the terms of the Plan. The Plan initially authorizes the issuance of
up to 12,400,000 shares of Class C capital stock, subject to adjustment as
described in the Plan. In addition, any shares available for new grants under
the 2011 Plan as of the date of shareholder approval of the Plan will become
available for issuance under the Plan, as will any shares subject to awards
under the 2011 Plan as of the date of shareholder approval of the Plan that on
or after that date expire or terminate without being settled in shares. The Plan
will terminate on June 9, 2030.
The foregoing summary of the Plan and the summary of the Plan set forth in the
Proxy Statement are qualified in their entirety by reference to the full text of
the Plan, which is filed as Exhibit 10.1 to this Current Report.
Item 5.07   Submission of Matters to a Vote of Security Holders.



On June 9, 2020, Zillow Group held its 2020 Annual Meeting. At the 2020 Annual
Meeting, Zillow Group's shareholders voted on the following matters:
(1)   to elect three directors nominated by our Board of Directors each to serve until the
      2023 Annual Meeting of Shareholders;
(2)   to ratify the appointment of Deloitte & Touche LLP as Zillow Group's independent
      registered public accounting firm for the fiscal year ending December 31, 2020;
(3)   to approve the Zillow Group, Inc. 2020 Incentive Plan; and
(4)   a shareholder proposal regarding majority vote for election of directors.

Zillow Group's inspector of election certified the following voting results:



Proposal 1: Election of Directors
DIRECTOR                     FOR            WITHHELD        BROKER NON-VOTES
Amy C. Bohutinsky        104,947,700       1,697,600           8,983,889
Jay C. Hoag              103,735,443       2,909,857           8,983,889
Gregory B. Maffei         90,586,035       16,059,265          8,983,889

Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm


     FOR            AGAINST        ABSTAIN
 115,543,943        44,658         40,588

Proposal 3: Approval of the Zillow Group, Inc. 2020 Incentive Plan


     FOR            AGAINST         ABSTAIN        BROKER NON-VOTES
  80,609,501       25,989,015       46,784            8,983,889

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Proposal 4: Shareholder Proposal to Elect Directors by Majority Vote


     FOR            AGAINST         ABSTAIN        BROKER NON-VOTES
  40,046,333       66,538,105       60,862            8,983,889


Item 8.01   Other Events.

The Form S-8 registration statement (File No. 333-238077) (the "Registration Statement") for the shares issuable under the Plan (the "Shares") was filed with the Securities and Exchange Commission on May 7, 2020. The legal opinion of Perkins Coie LLP filed with the Registration Statement as to the legality of the Shares was qualified by reference to Zillow Group obtaining shareholder approval of the Plan. In connection with the shareholder approval of the Plan effective June 9, 2020, the legal opinion of Perkins Coie LLP as to the legality of the Shares without qualification as to shareholder approval of the Plan is filed as Exhibit 5.1 to this Current Report and is incorporated herein and into the Registration Statement by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

  Exhibit
   Number                                             Description
    5.1                Opinion of Perkins Coie LLP  .

    10.1               Zillow Group, Inc. 2020 Incentive Plan.

    104              Cover Page Interactive Data File (embedded within the Inline XBRL document).

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