Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



At the 2021 Annual Meeting of Stockholders of CoStar Group, Inc. (the "Company")
held on June 2, 2021 (the "Annual Meeting"), upon the recommendation of the
Board of Directors of the Company (the "Board"), stockholders approved adoption
of the Fourth Amended and Restated Certificate of Incorporation (the "Fourth A&R
Charter"), which increases the total number of shares of common stock, par value
$0.01 per share (the "Common Stock"), that the Company is authorized to issue
from 60 million to 1.2 billion and correspondingly increases the total number of
shares of capital stock that the Company is authorized to issue from 62 million
to 1.202 billion. The Fourth A&R Charter became effective upon filing with the
Secretary of State of Delaware on June 7, 2021.

The foregoing description of the terms of the Fourth A&R Charter does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Fourth A&R Charter, which is filed herewith as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.



The following items, which are more fully described in our proxy statement dated
April 19, 2021, were submitted to a vote of the stockholders of CoStar Group at
the Annual Meeting held on June 2, 2021. The final voting results are as
follows:

1.The following nominees were elected to our Board of Directors to serve until
the next annual meeting of the Company's stockholders or until his or her
successor is elected and qualified: Michael R. Klein, Andrew C. Florance, Laura
Cox Kaplan, Michael J. Glosserman, John W. Hill, Robert W. Musslewhite,
Christopher J. Nassetta and Louise S. Sams.

Name                                Votes For                   Votes Against                Abstentions                 Broker Non-Votes
Michael R. Klein                     32,884,873                   2,315,626                      12,974                       735,922
Andrew C. Florance                   34,992,281                     209,568                      11,624                       735,922
Laura Cox Kaplan                     34,951,131                     249,759                      12,583                       735,922
Michael J. Glosserman                34,311,325                     889,202                      12,946                       735,922
                                                                                                   % OF
John W. Hill                         35,114,092                      86,492                      12,889                       735,922
Robert W. Musslewhite                35,141,218                      59,383                      12,872                       735,922
Christopher J. Nassetta              33,094,479                   2,106,106                      12,888                       735,922
Louise S. Sams                       35,146,698                      54,019                      12,756                       735,922



2.The appointment of Ernst & Young, LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2021 was ratified upon
the following vote:

                           Votes For          35,225,473
                           Votes Against         716,305
                           Abstentions             7,617



3.The advisory resolution on executive compensation was approved upon the
following vote:

                         Votes For               29,439,165
                         Votes Against            5,532,238
                         Abstentions                242,070
                         Broker Non-Votes           735,922






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4.The adoption of the Fourth A&R Charter was approved upon the following vote:

                           Votes For          34,823,653
                           Votes Against       1,103,178
                           Abstentions            22,564



5.The amendment and restatement of the CoStar Employee Stock Purchase Plan to
increase the number of shares authorized for issuance thereunder was approved
upon the following vote:

                         Votes For               35,180,853
                         Votes Against               28,472
                         Abstentions                  4,148
                         Broker Non-Votes           735,922



6.The stockholder proposal regarding simple majority vote was approved upon the
following vote:

                         Votes For               28,897,944
                         Votes Against            6,279,720
                         Abstentions                 35,809
                         Broker Non-Votes           735,922

Item 8.01. Other Events.



On June 7, 2021, the Board approved and declared a 10-for-1 stock split in the
form of a stock dividend. The Board set June 17, 2021 as the record date for the
stock dividend. Each shareholder of record at the close of business on the
record date will receive nine additional shares of Common Stock for each
then-held share of Common Stock. The dividend shares are scheduled to be
distributed after the close of trading on June 25, 2021. A copy of the press
release announcing the stock split is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.           Description
                      CoStar Group, Inc. Fourth Amended and Restated

Certificate of Incorporation,


  3.1                 dated June 7, 2021.
  99.1                Press release, dated June 7, 2021, issued by CoStar Group, Inc.
                      The cover page from this Current Report on Form 8-K, formatted as Inline
104                   XBRL.

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