Current Report Filing (8-k)
14 March 2023 - 09:01PM
Edgar (US Regulatory)
0001084048false00010840482023-03-082023-03-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) March 8,
2023
Ziff Davis, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-25965
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47-1053457
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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114 5th Avenue, 15th Floor
New York, New York 10011
(Address of principal executive offices)
(212) 503-3500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
ZD |
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
o
Item 4.01 Changes in Registrant’s Certifying
Accountant.
On March 8, 2023, the Audit Committee of the Board of Directors of
Ziff Davis, Inc. (the “Company”) dismissed BDO USA, LLP (“BDO”) as
the Company’s independent registered public accounting firm,
effective immediately. Also, on March 8, 2023, the Audit Committee
approved the engagement of KPMG LLP (“KPMG”) as the Company’s new
independent registered public accounting firm, contingent on the
completion of KPMG’s standard client acceptance procedures. KPMG
subsequently informed the Company that it had completed those
procedures and the Company entered into an engagement letter with
KPMG on March 13, 2023.
The reports of BDO on the Company’s consolidated financial
statements as of and for the years ended December 31, 2022 and
2021, did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope
or accounting principles. The audit report of BDO on the
effectiveness of our internal control over financial reporting as
of December 31, 2021 contained an adverse opinion on our internal
control over financial reporting due to material weakness regarding
management’s failure to design and maintain controls over the
Consensus Cloud Solutions, Inc. spin-off. Management concluded that
the material weakness was remediated during the fourth quarter of
2022, and the audit report of BDO on the effectiveness of our
internal control over financial reporting as of December 31, 2022
did not contain any adverse opinion or disclaimer of
opinion.
During the years ended December 31, 2022 and 2021, and the
subsequent period through March 8, 2023, there were no
disagreements within the meaning of Item 304(a)(1)(iv) of
Regulation S-K and the related instructions between the Company and
BDO on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of BDO, would
have caused them to make reference thereto in their reports on the
financial statements, and no reportable events occurred as set
forth in Item 304(a)(1)(v) of Regulation S-K, except for the
material weakness in the Company’s internal control over financial
reporting previously reported in Part II, Item 9A “Controls and
Procedures” in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2021 and described above.
The Company has provided BDO with a copy of the disclosures
required by Item 304(a) of Regulation S-K contained in this Current
Report on Form 8-K (this “Form 8-K”), and has requested that BDO
furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether BDO agrees with the statements
made by the Company in this Form 8-K. A copy of BDO’s letter, dated
March 10, 2023, is filed as Exhibit 16.1 to this Form
8-K.
During the consolidated financial statement periods, and the
subsequent period through March 13, 2023, neither the Company nor
anyone on its behalf has consulted with KPMG regarding: (i) the
application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that
might be rend
ered on the Company’s financial statements, and neither a written
report nor oral advice was provided to the Company that KPMG
concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing, or financial
reporting issue; (ii) any matter that was the subject of a
disagreement within the meaning of Item 304(a)(1)(iv) of Regulation
S-K and the related instructions; or (iii) any reportable event
within the meaning of Item 304(a)(1)(v) of Regulation
S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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16.1 |
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104 |
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Cover Page Interactive Data File (formatted as Inline
XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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Ziff Davis, Inc.
(Registrant)
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Date: |
March 14, 2023 |
By: |
/s/ Jeremy Rossen |
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Jeremy Rossen
Executive Vice President, General Counsel and Secretary |
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