On June 1, 2012, Zillow, Inc. ("Zillow") held its 2012 Annual Meeting of Shareholders (the "2012 Annual Meeting"), at which its shareholders approved an amendment to the Zillow, Inc. Amended and Restated 2011 Incentive Plan (the "2011 Plan") to increase the total number of shares of Class A common stock authorized for issuance under the 2011 Plan by 1,000,000 shares and approve the material terms of the performance goals and maximum amounts payable for performance-based awards under the 2011 Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.

The Compensation Committee of the Board (the "Compensation Committee") will continue to administer the 2011 Plan. Under the 2011 Plan, employees, officers, directors, consultants, agents, advisors and independent contractors are eligible to receive awards. Awards granted under the 2011 Plan may consist of stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance shares, performance units, cash-based awards or other incentives payable in cash or in shares of Class A common stock as may be determined by the Compensation Committee.

The foregoing summary of the 2011 Plan, and summaries of the 2011 Plan set forth in Zillow's definitive proxy statement for the 2012 Annual Meeting filed with the Securities and Exchange Commission on April 17, 2012, is qualified in its entirety by reference to the full text of the Amended and Restated 2011 Plan, which is filed as Exhibit 10.1 to this Current Report.

As described above in Item 5.02, on June 1, 2012, Zillow held its 2012 Annual Meeting. At the 2012 Annual Meeting, Zillow's shareholders voted on the following matters with the following results:

(1) Election of three directors nominated by Zillow's Board to serve until the 2015 Annual Meeting of Shareholders.

                                                                    BROKER
             DIRECTOR                  FOR          WITHHELD       NON-VOTES
             Erik Blachford         101,742,533       113,422       2,400,055
             Spencer M. Rascoff     101,644,312       211,643       2,400,055
             Gordon Stephenson      101,700,909       155,046       2,400,055

(2) To approve an advisory resolution approving the compensation of Zillow's named executive officers for 2011.

                                                        BROKER
                         FOR       AGAINST   ABSTAIN   NON-VOTES
                     101,702,954   148,810    4,191    2,400,055

(3) To conduct an advisory vote on the frequency of future advisory votes to approve the compensation of Zillow's named executive officers.

                                                                BROKER
               ONE YEAR    TWO YEARS   THREE YEARS   ABSTAIN   NON-VOTES
               4,826,640    148,769    96,876,155     4,391    2,400,055

(4) To approve the Zillow, Inc. Amended and Restated 2011 Plan, including approval of an increase in the total number of authorized shares and approval of the material terms of the performance goals for the plan.

                                                         BROKER
                        FOR        AGAINST    ABSTAIN   NON-VOTES
                     95,575,574   6,273,952    6,429    2,400,055

(5) To ratify the appointment of Ernst & Young LLP as Zillow's independent registered public accounting firm for the fiscal year ending December 31, 2012.

(d) Exhibits

Exhibit
Number       Description

10.1         Zillow, Inc. Amended and Restated 2011 Equity Incentive Plan
             (incorporated by reference to Appendix A to Zillow's Definitive Proxy
             Statement filed with the Securities and Exchange Commission on April
             17, 2012)