MATCH GROUP, INC. (NASDAQ:MTCH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on June 15, 2018, at the annual meeting of stockholders (the “2018 Annual Meeting”) of Match Group, Inc. (hereinafter referred to as “Match Group” or the “Company”), the Company’s stockholders approved an amendment to the Match Group, Inc. 2017 Stock and Annual Incentive Plan (the “2017 Plan”) to increase the number of shares of Match Group common stock available under the 2017 Plan by one million shares (the "Plan Amendment").
A summary of the terms of the Plan Amendment is set forth under Proposal 2 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2018. That summary of the Plan Amendment is qualified in its entirety by reference to the 2017 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The version of the 2017 Plan included as Exhibit 10.1 incorporates all amendments to the 2017 Plan through the date of this Current Report on Form 8-K, including the Plan Amendment, and is referred to as the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan.
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Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On June 15, 2018, the 2018 Annual Meeting of Match Group was held. Stockholders present in person or by proxy, representing 54,276,616 shares of Match Group common stock (entitled to one vote per share) and 209,919,402 shares of Match Group Class B common stock (entitled to ten votes per share), voted on the following matters:
1.Election of Directors—stockholders elected the following eleven directors of the Company to hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified. Stockholders eligible to vote voted as follows:
|
Number of Votes Cast in Favor |
Number of Votes for Which Authority was Withheld |
|
|
Gregory R. Blatt |
2,125,539,708 |
17,291,869 |
|
Amanda W. Ginsberg |
2,126,713,083 |
16,118,494 |
|
Joseph Levin |
2,121,561,526 |
21,270,051 |
|
Ann L. McDaniel |
2,142,367,588 |
463,989 |
|
Thomas J. McInerney |
2,139,942,045 |
2,889,532 |
|
Glenn H. Schiffman |
2,125,635,070 |
17,196,507 |
|
Pamela S. Seymon |
2,142,363,412 |
468,165 |
|
Alan G. Spoon |
2,138,758,373 |
4,073,204 |
|
Mark Stein |
2,125,631,922 |
17,199,655 |
|
Gregg Winiarski |
2,125,635,557 |
17,196,020 |
|
Sam Yagan |
2,125,175,445 |
17,656,132 |
In addition to the votes cast and withheld for each director nominee described above, there were 10,639,059 broker non-votes with respect to each director nominee.
2.The 2017 Stock and Incentive Plan Amendment Proposal—stockholders approved an amendment to the Match Group, Inc. 2017 Stock and Annual Incentive Plan to increase the number of shares of Match Group common stock available under the Plan by one million shares. Stockholders eligible to vote voted as follows:
|
Number of Votes Cast in Favor |
Number of Votes Cast Against |
Number of Votes Abstaining |
|
2,122,124,419 |
20,681,514 |
25,644 |
In addition to the votes cast for, votes cast against and abstentions described above, there were 10,639,059 broker non-votes with respect to the 2017 Stock and Incentive Plan Amendment Proposal.
3.The Auditor Ratification Proposal—stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ended December 31, 2018. Stockholders eligible to vote voted as follows:
|
Number of Votes Cast in Favor |
Number of Votes Cast Against |
Number of Votes Abstaining |
|
2,153,243,034 |
133,475 |
94,127 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number |
Description |
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10.1 |
Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan |
Match Group, Inc. ExhibitEX-10.1 2 mtch8-k20180621ex101.htm AMENDED AND RESTATED 2017 STOCK AND ANNUAL INCENTIVE PLAN Document Exhibit 10.1MATCH GROUP,…To view the full exhibit click here
About MATCH GROUP, INC. (NASDAQ:MTCH)
Match Group, Inc. is a provider of dating products. The Company operates in two segments: Dating and Non-dating. Its Dating segment provides dating products and the Company’s Non-dating segment provides various education services, including test preparation, academic tutoring and college counseling services. It operates The Princeton Review, which provides various educational test preparation, academic tutoring and college counseling services. The Princeton Review includes Tutor.com and The Princeton Review. The Company operates a portfolio of over 45 brands, including Match, OkCupid, PlentyOfFish, Tinder, Meetic, Twoo, OurTime, BlackPeopleMeet and FriendScout24, each designed to manage its users’ likelihood of finding a romantic connection. Through its portfolio of brands, it provides tailored products to meet the varying preferences of its users. It offers its dating products in approximately 38 languages across over 190 countries.
