Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 21, 2022 (the "Effective Date"), pursuant to the Stockholders Agreement
dated June 3, 2020 by and among ZoomInfo Technologies Inc. ("the Company") and
certain of its stockholders (the "Stockholders Agreement"), based on the
respective ownership of the Company's common stock of funds associated with the
Carlyle Group ("Carlyle") and TA Associates ("TA Associates"), each of Patrick
McCarter, a designee to the Board of Directors (the "Board") of the Company of
Carlyle, and Jason Mironov, a designee to the Board of TA Associates, delivered
his resignation to the Board, effective as of the Effective Date. Each of Mr.
McCarter's and Mr. Mironov's resignation from the Board is required by the terms
of the Stockholders Agreement and is not the result of (i) any disagreement with
the Company, the Company's management, or any other member of the Board or (ii)
any disagreement on any matter relating to the Company's operations, policies,
or practices. Mr. McCarter was a member of the Board's Compensation Committee
and Mr. Mironov was a member of the Board's Privacy, Security, and Technology
Committee.
The Stockholders Agreement provides director nomination rights to Carlyle and TA
Associates based on the percentage of the Company's Combined Voting Power (as
defined in the Stockholders Agreement) beneficially owned by Carlyle and TA
Associates, respectively. Based on the ownership of Carlyle and TA Associates as
of the Effective Date, each party is entitled to designate one director for
election to the Board, and therefore, following the Effective Date, Ashley Evans
and Todd Crockett will continue to serve on the Board as the representatives of
Carlyle and TA Associates, respectively. The foregoing is a summary only and
does not purport to be a complete description of all of the terms, provisions,
covenants, and agreements contained in the Stockholders Agreement, and is
subject to and qualified in its entirety by reference to the full text of the
Stockholders Agreement, which is filed as Exhibit 10.6 to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on June 8,
2020.
In addition, effective March 23, 2022, the Board decreased the number of
directors constituting the whole Board from nine to seven.
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