ZoomInfo Technologies, Inc.
Corporate Governance / Derivative
Overview
- Date:
- 12/4/2024
- Company Name:
- ZoomInfo Technologies, Inc.
- Stock Symbol:
- ZI
- Class Period:
- FROM 11/10/2020 TO 8/5/2024
- Status:
- Filed
- Filing Date:
- 9/4/2024
- Court:
- U.S. District Court: Disrtict of Western Washington
Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against ZoomInfo Technologies Inc. (NASDAQ: ZI) on behalf of long-term stockholders following a class action complaint that was filed against ZoomInfo on September 4, 2024 with a Class Period from November 10, 2020, and August 5, 2024. Our investigation concerns whether the board of directors of ZoomInfo have breached their fiduciary duties to the company.
ZoomInfo is a software and data company that provides customer contact and business information to its clients.
The ZoomInfo class action lawsuit alleges that defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (i) ZoomInfo’s financial and operational results during the Class Period had been temporarily inflated by the ephemeral effects of the COVID-19 pandemic, which had pulled-forward demand for ZoomInfo’s database of digital contact information; (ii) material portions of ZoomInfo’s existing customer base were attempting to either substantially reduce their use of ZoomInfo’s product or abandon it altogether; (iii) ZoomInfo had used manipulative and coercive auto-renew policies and threats of litigation to force customers into remaining with ZoomInfo for an additional contractual term even though such customers did not want to; (iv) ZoomInfo’s coercive customer retention tactics had materially damaged ZoomInfo’s customer relationships, client franchise, and competitive advantages, and created a hidden demand cliff for customer contract renewals in future periods; and (v) as a result of all of the above, ZoomInfo’s reported revenues, operating income, and customer and retention metrics were materially overstated.
On November 1, 2022, ZoomInfo announced financial results for the third fiscal quarter of 2022, revealing that it had experienced increased “scrutiny” by customers during the contract renewal process, which negatively impacted ZoomInfo’s financial results in the quarter and would cause ZoomInfo to “retrace” Net Revenue Retention (“NRR”) gains achieved in 2021. Further reflecting this loss of business, ZoomInfo further revealed that its total Remaining Performance Obligations (“RPOs”) fell to $979 million, compared to $985 million the prior quarter, and that current RPOs fell to $757 million, compared to $764 million the prior quarter. On this news, the price of ZoomInfo Class A common stock fell more than 29%.
Then, on November 16, 2022, ZoomInfo revealed that intense customer scrutiny during the contract renewal process had continued into the fourth quarter, which would negatively impact ZoomInfo’s ability to grow its revenues in fiscal year 2023. On this news, the price of ZoomInfo Class A common stock fell approximately 17% over two trading sessions.
Thereafter, on July 31, 2023, ZoomInfo announced financial results for the second fiscal quarter of 2023, revealing that ZoomInfo’s customers with annual contract values of $100,000 or greater had declined to 1,893 from 1,905 such clients in the prior quarter. ZoomInfo further reduced its annual revenue guidance from a range of $1.275 billion to $1.285 billion to a range of $1.225 billion to $1.235 billion, representing a reduction of $50 million at the mid-point. On this news, the price of ZoomInfo Class A common stock fell approximately 28% over two trading sessions.
Subsequently, on May 7, 2024, ZoomInfo announced financial results for the first fiscal quarter of 2024, disclosing that it had a large pool of small business customers that exhibited “weakness” during renewals in the period, which had caused NRR to decline sequentially to 85% from the 87% reported in the fourth quarter. ZoomInfo further reduced its annual revenue guidance from range of $1.26 billion to $1.28 billion to a range of $1.255 billion to $1.27 billion. On this news, the price of ZoomInfo Class A common stock fell more than 24%.
Finally, on August 5, 2024, ZoomInfo announced financial results for the second fiscal quarter of 2024, disclosing that ZoomInfo was incurring a $33 million charge due to non-payments from customers and had been forced to implement a “new business risk model” to reduce write-offs. In connection with its new risk model, ZoomInfo stated it was altering its operational procedures to require up-front payments from small business customers, indicating that many of ZoomInfo’s previous customers had been unable to afford ZoomInfo’s products and services. As a result, ZoomInfo further reduced its annual revenue guidance by $65 million at the midpoint, from a range of $1.255 billion to $1.27 billion to a range of $1.19 billion to $1.205 billion. On this news, the price of ZoomInfo Class A common stock fell more than 18%.
If you are a long-term stockholder of ZoomInfo, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at investigations@bespc.com, by telephone at (212) 355-4648, or by filling out the form below. There is no cost or obligation to you.
Case Updates
Retainer Agreement
In making this agreement, BESPC is relying upon your representation that you held the Company’s shares during the period from 11/10/2020 to 8/5/2024 (the “Relevant Period”) and that you continue to hold Company shares. Please provide us with documentation of your trading history in the Company’s stock by emailing a relevant copies of your brokerage statements to investigations@bespc.com. If you have any questions or need assistance, please call us at (212) 308-5858.
The terms under which we will represent you and your responsibilities as a potential representative plaintiff are set forth below.
Your Responsibilities as a Representative Plaintiff
As a representative plaintiff, you will have a duty to represent the interests of similarly situated shareholders and to participate in the prosecution of this litigation. You may also be asked to provide documents concerning your trading in Company stock and may be asked to sit for a deposition. Accordingly, you should preserve all documents that relate to this case until it has concluded or we inform you otherwise. Relevant documents include any information you have about the Company or your trading in Company stock, no matter how it is recorded or who is keeping it for you. If you have any questions about whether information should be retained, please contact us.You will have an obligation to remain knowledgeable about the litigation and participate in decisions concerning the progress of the litigation. If BESPC is appointed as lead counsel or in a similar capacity in the action, we will provide you with copies of all pleadings in the litigation for your review and approval, circumstances permitting, before they are filed with the court. BESPC will also promptly advise you of any significant developments in the litigation.
As a representative plaintiff, you cannot have any interest antagonistic to or in conflict with other shareholders or the Company concerning the claims we are pursuing or any relationships with any of the named defendants that would in any way impair your ability or incentive to obtain the best possible result. You agree that neither you nor any of your affiliates or agents will trade stocks while in the possession of any material non-public information you may receive in connection with the litigation. In addition, as a representative plaintiff, you may be required to continue holding Company shares. Please contact us before buying or selling Company shares.
Contingency Fee and Advancement of Expenses
BESPC will prosecute this litigation on a contingency basis. You will not be responsible for paying any legal fees, costs, or out-of-pocket expenses arising out of or related to the prosecution of this litigation, regardless of the outcome of the matter. If there is a monetary recovery in this action, BESPC will, at the conclusion of the litigation or any segment thereof, apply to the court for approval of an award of attorneys’ fees and reimbursement of expenses. BESPC may also seek a fee if we obtain substantial non-monetary relief for the Class or the Company. The court will then award fees and disbursements (if any) from the proceeds of any judgment or settlement obtained in this litigation, based on factors considered relevant by the court. Such fees, costs, and disbursements will be paid from the entire settlement amount and not only from your share of the settlement amount.
Association with Counsel
BESPC may associate with other counsel to assist in the prosecution of this litigation. Any recovery of fees and costs will be shared with such counsel, determined on a percentage basis or based upon the time spent on the matter, as approved by the court if applicable. The division of work and or fees among co-counsel will not affect the amount of fees received upon a successful completion of the litigation. From time to time, BESPC may utilize contract attorneys to supplement the work of its own employed attorneys. BESPC will supervise the work of all contract attorneys and adopt their work product as its own. You authorize BESPC, as we deem appropriate, to associate with other counsel and to hire experts and consultants to assist in the handling of your claims.
Other Actions
It is possible that you will not be appointed as a lead plaintiff in the action. However, we may wish to represent you in other litigation related to the wrongful acts giving rise to this case. In such event, we will contact you to discuss the scope of such representation and obtain your approval before moving forward. You also agree that we may contact you with respect to other potential matters on your behalf.No Special Treatment
You understand that in the event we secure a recovery, you will not receive any special treatment or receive a greater share of any recovery based on your service as a named plaintiff. However, we may ask the Court to approve an additional award to you to compensate you for the time and effort you expend on this matter. Any such award is solely within the discretion of the Court.
Settlement
BESPC will consult with you regarding any settlement negotiations and seek to obtain your approval for any proposed resolution of this litigation before entering into a final settlement agreement with defendants.
No Guarantee of Success
You expressly acknowledge that we have not made any representation to you, express or implied, concerning the outcome of any litigation or other matter in which we represent you.
Termination of This Agreement
If you are not chosen as a representative plaintiff and we do not choose to pursue other related litigation on your behalf, we will provide you with notification and this Agreement shall terminate. Otherwise, this Agreement shall remain in effect until the conclusion of the relevant litigation. However, you may terminate this Agreement at any time. Upon termination, BESPC’s files and papers compiled in connection with its investigation and prosecution of this matter constitute the work product and property of BESPC over which it has complete control with respect to its use and/or disclosure.
This agreement sets forth the entire agreement between the parties and supersedes all other oral or written communications.
Please feel free to contact us at any time should you have any questions or comments in this regard.