Correspondence 0000950170-24-107895 from Zeta Global Holdings Corp. (ZETA) (CIK 0001851003) (ZETA)
Zeta Global Holdings Corp. (ZETA) (CIK 0001851003)
Date: Sept. 18, 2024 · CIK: 0001851003 · Accession: 0000950170-24-107895
AI Filing Summary & Sentiment
File numbers found in text: 001-40464
Referenced dates: September 4, 2024
Letter
Re: Zeta Global Holdings Corp.
September 18, 2024
VIA EDGAR
United States Securities and Exchange Commission Division of Corporation Finance
Disclosure Review Program 100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Conlon Danberg
Laura Nicholson
Definitive Proxy Statement on Schedule 14A
Filed April 26, 2024
File No. 001-40464
To the addressees set forth above:
This letter is in response to the comment letter dated September 4, 2024 (the “Comment Letter”), received by Zeta Global Holdings Corp. (the “Company”), from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 26, 2024 (the “Proxy Statement”). For your convenience, we have set forth the Staff’s comment below in bold, followed by the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Proxy Statement.
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.
Response: The Company respectfully acknowledges the Staff’s comment and undertakes, in future filings, to ensure that graph labels accurately reflect the metrics used in such graph by replacing “Non-GAAP Operating Income (Loss)” with “Adjusted EBITDA” in the graph titled “Zeta Adjusted EBITDA vs. Compensation Actually Paid.”
* * *
In connection with our response to the Staff's comment, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Please do not hesitate to contact me by telephone at 212-967-5055 or by email at svine@zetaglobal.com with any questions or comments regarding this correspondence.
Sincerely,
/s/ Steven Vine
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CORRESP 1 filename1.htm CORRESP September 18, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Disclosure Review Program 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Conlon Danberg Laura Nicholson Re: Zeta Global Holdings Corp. Definitive Proxy Statement on Schedule 14A Filed April 26, 2024 File No. 001-40464 To the addressees set forth above: This letter is in response to the comment letter dated September 4, 2024 (the “Comment Letter”), received by Zeta Global Holdings Corp. (the “Company”), from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) with respect to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 26, 2024 (the “Proxy Statement”). For your convenience, we have set forth the Staff’s comment below in bold, followed by the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Proxy Statement. 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. Response: The Company respectfully acknowledges the Staff’s comment and undertakes, in future filings, to ensure that graph labels accurately reflect the metrics used in such graph by replacing “Non-GAAP Operating Income (Loss)” with “Adjusted EBITDA” in the graph titled “Zeta Adjusted EBITDA vs. Compensation Actually Paid.” * * * In connection with our response to the Staff's comment, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Please do not hesitate to contact me by telephone at 212-967-5055 or by email at svine@zetaglobal.com with any questions or comments regarding this correspondence. Sincerely, /s/ Steven Vine Steven Vine General Counsel Zeta Global Holdings Corp. cc: (via email) David A. Steinberg, Zeta Global Holdings Corp. Christopher Greiner, Zeta Global Holdings Corp. Joel H. Trotter, Latham & Watkins LLP David T. Della Rocca, Latham & Watkins LLP Andra Troy, Latham & Watkins LLP |