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ZYNGA INC FILES (8-K) Disclosing Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 13, 2014



Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On June 11, 2014, Zynga Inc. ("Zynga" or the "Company") notified The NASDAQ Stock Market LLC ("NASDAQ") that, as a result of Messrs. Hoffman and Katzenberg ceasing to be directors of the Company as of June 11, 2014, the Company was no longer in compliance with NASDAQ Listing Rule 5605 (the "Rule"), which requires that the Board of Directors (the "Board") be comprised of a majority of independent directors, as defined under NASDAQ listing rules. On June 12, 2014, the Company received written notification from NASDAQ confirming that the Company no longer complies with the Rule. The Company has 45 days, or until July 27, 2014, to submit to NASDAQ a plan outlining how it intends to regain compliance with the Rule. Upon acceptance of the Company's plan, NASDAQ may grant the Company an extension of up to 180 days from the date of the notification, or until December 9, 2014, to regain compliance.

The Board is actively identifying, evaluating and recruiting potential candidates to join the Board. The Company expects to identify and add two independent directors to the Board and regain compliance with the Rule in the coming months.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Company's Annual Meeting of Stockholders, the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of the Company's Class B common stock from 900,000,000 to 200,000,000 shares, and a corresponding increase to the number of authorized shares of the Company's Class A common stock from 1,100,000,000 to 1,800,000,000 shares. The change in the authorized number of shares of the Company's Common Stock was effected pursuant to an Amended and Restated Certificate of Incorporation (the "Amended and Restated Charter") filed with the Secretary of State of the State of Delaware on June 11, 2014 and was effective as of such date. The foregoing description of the Amendment is qualified in its entirety by the Amended and Restated Charter, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Zynga held its Annual Meeting of Stockholders on June 11, 2014. At the Annual Meeting, Zynga's stockholders voted on four proposals, each of which is described in more detail in Zynga's definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on April 29, 2014. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and the number of abstentions, if applicable, and broker non-votes with respect to each matter.

1. Each of the seven nominees for director proposed by the Company was elected to serve until the Company's 2015 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified. The voting results were as follows: Director Name: Votes For Votes Withheld Broker Non - Votes L. John Doerr 2,533,161,768 134,724,430 198,707,872 William "Bing" Gordon 2,533,598,306 134,287,892 198,707,872 Don A. Mattrick 2,540,079,132 127,807,066 198,707,872 Stanley J. Meresman 2,660,268,699 7,617,499 198,707,872 Sunil Paul 2,418,852,865 249,033,333 198,707,872 Mark Pincus 2,520,759,580 147,126,618 198,707,872 Ellen Siminoff 2,488,037,312 179,848,886 198,707,872



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2. Stockholders approved an amendment to the Company's Certificate of Incorporation to decrease the number of authorized shares of the Company's Class B common stock from 900,000,000 to 200,000,000 shares, and a corresponding increase to the number of authorized shares of the Company's Class A common stock from 1,100,000,000 to 1,800,000,000 shares. The voting results were as follows:

Votes For Votes Against Abstentions 2,849,648,312 14,959,354 1,986,404



3. Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers. The voting results were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 2,394,578,581 272,797,876 509,741 198,707,872



4. Stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2014. The voting results were as follows:

Votes For Votes Against Abstentions 2,808,261,508 56,886,666 1,445,896



Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements relating to, among other things, expectations regarding the timing of curing the non-compliance with NASDAQ Listing Rule 5605(b)(1). These forward-looking statements are subject to a number of risks, uncertainties and assumptions. The Company's actual results could differ materially from those predicted or implied. More information about the risks Zynga faces is included in its quarterly and annual reports filed with the SEC, copies of which may be obtained at http://investor.zynga.com or the SEC's web site at www.sec.gov. Undue reliance should not be placed on the forward-looking statements in this Current Report on Form 8-K. The Company assumes no obligation to update such statements.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of the Company



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