Washington, D.C. 20549




(Rule 14a-101)



Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )



Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

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  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Under § 240.14a-12


(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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     Vote by Internet

• Go to

• Or scan the QR code with your smartphone

• Follow the steps outlined on the secure website



Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to be Held on Wednesday, June 14, 2017

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholder meeting are available on the Internet. Follow the instructions below to view the proxy materials and vote online or request a copy of the proxy materials. The items to be voted on and location of the annual meeting are on the reverse side.

This is not a proxy card. You cannot use this communication to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement, annual report and other proxy materials are available at:





Easy Online Access — A Convenient Way to View Proxy Materials and Vote

When you go online to view materials, you can also vote your shares.

Step 1: Go to

Step 2: Click on the icon on the right to view current meeting materials.

Step 3: Return to the window and follow the instructions on the screen to log in.

Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.



LOGO    Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 22, 2017 to facilitate timely delivery.





Shareholder Meeting Notice


Dear Zillow Group Shareholder:

The 2017 Annual Meeting of Shareholders of Zillow Group, Inc. (the “Annual Meeting”) will be held on June 14, 2017, at the offices of Perkins Coie LLP, 1201 Third Avenue, 49th Floor, in Seattle, Washington at 8:00 a.m. (Pacific Time).

Proposals to be considered at the Annual Meeting:


  (1) to elect one director nominated by our board of directors to serve until the 2019 Annual Meeting of Shareholders and two directors nominated by our board of directors to serve until the 2020 Annual Meeting of Shareholders; and


  (2) to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.

The board of directors recommends a vote “FOR” all nominees with respect to Item 1 and “FOR” Item 2.

Directions to attend the Annual Meeting where you may vote in person can be found on our website,

The following materials are available for you to review online:


    the Company’s 2017 Proxy Statement (including all attachments thereto);


    the Company’s Annual Report for the year ended December 31, 2016 (which is not deemed to be part of the official proxy soliciting materials); and


    any amendments to the foregoing materials that are required to be furnished to shareholders.


  Here’s how to order a copy of the proxy materials and select a future delivery preference:
  Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.
  Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials.
  PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.
  g   Internet – Go to Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.
  g   Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.
  g   Email – Send email to with “Proxy Materials Zillow Group, Inc.” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.
    To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 22, 2017.