SEC Comment Letter 0000000000-24-009987 to Zeta Global Holdings Corp. (ZETA) (CIK 0001851003) (ZETA)
Zeta Global Holdings Corp. (ZETA) (CIK 0001851003)
Date: Sept. 4, 2024 · CIK: 0001851003 · Accession: 0000000000-24-009987
AI Filing Summary & Sentiment
File numbers found in text: 001-40464
Letter
September 4, 2024 David Steinberg Chief Executive Officer Zeta Global Holdings Corp. 3 Park Ave, 33rd Floor New York, NY 10016 Re:Zeta Global Holdings Corp. Definitive Proxy Statement on Schedule 14A Filed April 26, 2024 File No. 001-40464 Dear David Steinberg: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comment(s). Please respond to this letter by providing the requested information and/or confirming that you will revise your future proxy disclosures in accordance with the topics discussed below . If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Definitive Proxy Statement on Schedule 14A Pay Versus Performance, page 40 1.We note that you have included Adjusted EBITDA as your Company-Selected Measure pursuant to Item 402(v)(2)(vi) of Regulation S-K, and note the graph titled "Zeta Adjusted EBITDA vs. Compensation Actually Paid." We also note that the y-axis of such graph is labeled "Non-GAAP Operating Income (Loss)." Please tell us whether Adjusted EBITDA and Non-GAAP Operating Income (Loss) are the same measure, and ensure to consistently identify your Company-Selected Measure in future filings. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
September 4, 2024 Page 2 Please contact Conlon Danberg at 202-551-4466 or Laura Nicholson at 202-551-3584 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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September 4, 2024
David Steinberg
Chief Executive Officer
Zeta Global Holdings Corp.
3 Park Ave, 33rd Floor
New York, NY 10016
Re:Zeta Global Holdings Corp.
Definitive Proxy Statement on Schedule 14A
Filed April 26, 2024
File No. 001-40464
Dear David Steinberg:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comment(s).
Please respond to this letter by providing the requested information and/or confirming that
you will revise your future proxy disclosures in accordance with the topics discussed below . If
you do not believe a comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 40
1.We note that you have included Adjusted EBITDA as your Company-Selected Measure
pursuant to Item 402(v)(2)(vi) of Regulation S-K, and note the graph titled "Zeta Adjusted
EBITDA vs. Compensation Actually Paid." We also note that the y-axis of such graph is
labeled "Non-GAAP Operating Income (Loss)." Please tell us whether Adjusted EBITDA
and Non-GAAP Operating Income (Loss) are the same measure, and ensure to
consistently identify your Company-Selected Measure in future filings.
We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
September 4, 2024
Page 2
Please contact Conlon Danberg at 202-551-4466 or Laura Nicholson at 202-551-3584
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program