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Form 8-K Match Group, Inc

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Form 8-K Match Group, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 28, 2020 MATCH GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37636 26-4278917 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 8750 North Central Expressway, Suite 1400 Dallas, TX 75231 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (214) 576-9352 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): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ 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: Title of each class Trading Symbol Name of exchange on which registered Common Stock, par value $0.001 MTCH The Nasdaq Stock Market LLC (Nasdaq Global Select Market) 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-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ 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. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Leadership Changes On January 28, 2020, Amanda Ginsberg, Chief Executive Officer of Match Group, Inc. (the “Company”), resigned from her roles as Chief Executive Officer and member of the Board of Directors of the Company, effective March 1, 2020. Ms. Ginsberg’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On January 28, 2020, the Company’s Board of Directors appointed Sharmistha Dubey, the Company’s President, to succeed Ms. Ginsberg as the Company’s Chief Executive Officer, effective March 1, 2020. Ms. Dubey, age 49, has served as President of the Company since January 2018. Prior to that time, she served as Chief Operating Officer of Tinder from February 2017 to January 2018 and as President of Match Group Americas, where she oversaw the product and business operations for North American dating brands, including the Match U.S. brand, PlentyOfFish, OkCupid and Match Affinity Brands, from December 2015 to January 2018. Prior to that, she served in multiple roles within the Company: Chief Product Officer of The Princeton Review and Tutor.com from July 2014 to December 2015; Executive Vice President of Tutor.com from April 2013 to July 2014; Chief Product Officer of Match.com from January 2013 through April 2013 and Senior Vice President, Match.com and Chemistry.com from September 2008 through December 2012. On January 28, 2020, the Company’s Board of Directors appointed Gary Swidler, the Company’s Chief Financial Officer, to the additional role of Chief Operating Officer, effective March 1, 2020. Mr. Swidler, age 49, has served as Chief Financial Officer of the Company since September 2015. Prior to that time, Mr. Swidler was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch (“Merrill Lynch”) from April 2014 to August 2015. Prior to that time, Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to April 2014. Prior to joining Merrill Lynch, Mr. Swidler was an associate at the law firm of Wachtell, Lipton, Rosen & Katz. The Company issued a press release announcing these and other leadership changes, a copy of which is filed as Exhibit 99.1 hereto. Once compensation arrangements for Ms. Dubey and Mr. Swidler have been finally determined, the Company will file an amendment to this report within four business days. Advisory Agreement On January 29, 2020, the Company entered into an advisory agreement with Ms. Ginsberg, effective upon her separation from the Company, pursuant to which she will advise the Company on matters relating to its business, strategy and operations. The term of the Advisory Agreement will end on February 28, 2021. Pursuant to the agreement, Ms. Ginsberg is bound by covenants not to compete with the Company or solicit the Company’s employees during the term of the agreement and for 12 months thereafter. In addition, Ms. Ginsberg has agreed not to use or disclose any confidential information of the Company or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment of such rights. Pursuant to their terms, Ms. Ginsberg’s restricted stock units will continue to vest, and her stock options will remain exercisable and continue to vest, as applicable, as long as she continues to perform services for the Company. The above summary is qualified in its entirety by reference to Ms. Ginsberg’s advisory agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Advisory Agreement between Amanda W. Ginsberg and Match Group, Inc., dated January 29, 2020 99.1 Press Release of Match Group, Inc., dated January 28, 2020 104 Inline XBRL for the cover page of this Current Report on Form 8-K SIGNATURE 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. MATCH GROUP, INC. By: /s/ Jared F. Sine Jared F. Sine Chief Legal Officer and Secretary Date: January 31, 2020 Exhibit 10.1 January 29, 2020 Ms. Amanda W. Ginsberg c/o last address on file with the Company Dear Ms. Ginsberg: This letter agreement sets forth the terms upon which Match Group, Inc., a Delaware corporation (the “Company”), agrees to enter into an advisory agreement with you (“Advisor”) relating to your service as an advisor to the Company effective upon your separation as an employee of the Company as of March 1, 2020, or such earlier date as the parties mutually agree (the “Effective Date”). The Company and Advisor (each, a “party” and together, the “parties”) hereby agree as follows: 1. As of the Effective Date, Advisor shall become an advisor to the Company on matters relating to the business, strategy and operations of the Company and its subsidiaries, as may be reasonably requested by the Company from time to time, but in no event to exceed 20 hours in any given calendar quarter. 2. The term of your service as an Advisor under this Agreement shall commence as of the Effective Date and end on February 28, 2021 (the “Termination Date”), unless extended by written agreement of the parties (the “Term”). 3. The parties acknowledge that Advisor’s activities hereunder constitute “performance of services” under (i) the Match Group, Inc. 2015 Stock and Annual Incentive Plan, as amended and (ii) the Amended and Restated Match Group, Inc. 2017 Stock and Annual Incentive Plan, and that during the Term, Advisor’s outstanding Company stock options and Company restricted stock units will remain outstanding and shall continue to vest pursuant to their existing vesting schedules and terms. All of Advisor’s Company stock options that are vested and exercisable as of the date hereof, and any Company stock options that become exercisable during the Term, shall remain or become, as applicable, fully vested and freely exercisable, and, from and after the Effective Date, Advisor shall be entitled to exercise any such stock options and transfer or sell any shares of Company common stock that Advisor holds free and clear of any restrictions whether under the Company’s stock ownership policies or otherwise. Any vested Company stock options that Advisor holds as of the Termination Date shall remain exercisable for at least ninety (90) days following such date. 4. Advisor shall be eligible to elect continuation coverage under the Company’s group health plan for a period of up to eighteen (18) months from the Effective Date for Advisor and Advisor’s eligible dependents at the same coverage level as in effect for Advisor and her eligible dependents immediately prior to the Effective Date, with Advisor responsible for no more than the premium payment currently paid as an active employee of the Company. 8750 North Central Expressway, Suite 1400, Dallas, TX 75231 5. Advisor’s benefits under any other Company benefit plans and programs (e.g., the Company’s 401(k) plan) shall be treated in accordance with the terms of such plans and consistent with the treatment of other similarly situated executives. 6. Additionally, the Company shall reimburse Advisor for Advisor’s reasonable business expenses incurred during the Term in connection with Advisor’s duties hereunder. 7. The Company has provided and shall provide Advisor with Confidential Information (defined below).
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