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Merrill Document Readback April 30, 2021 Dear Stockholder: You are invited to attend the Annual Meeting of Stockholders of Match Group, Inc., which will be held on Tuesday, June 15, 2021, at 4:00 p.m., Eastern Time. The Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/MTCH2021. At the Annual Meeting, stockholders will be asked to: (1) elect three directors, (2) approve the Match Group, Inc. 2021 Global Employee Stock Purchase Plan and (3) ratify the appointment of Ernst & Young as Match Group’s independent registered public accounting firm for the 2021 fiscal year. Match Group’s Board of Directors believes that the proposals being submitted for stockholder approval are in the best interests of Match Group and its stockholders and recommends a vote consistent with the Board’s recommendation for each proposal. It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may vote your shares online at that time if you wish, even if you have previously submitted your vote. Sincerely, Sharmistha Dubey Chief Executive Officer 8750 NORTH CENTRAL EXPRESSWAY, SUITE 1400, DALLAS, TEXAS 75231 214.576.9352 www.mtch.com MATCH GROUP, INC. 8750 North Central Expressway, Suite 1400 Dallas, Texas 75231 NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS To the Stockholders: Match Group, Inc. (“Match Group”) is making this proxy statement available to holders of our common stock in connection with the solicitation of proxies by Match Group’s Board of Directors for use at the Annual Meeting of Stockholders to be held on Tuesday, June 15, 2021, at 4:00 p.m., Eastern Time. The Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/MTCH2021. At the Annual Meeting, stockholders will be asked: 1. to elect three members of our Board of Directors, each to hold office for a three-year term ending on the date of the annual meeting of stockholders in 2024 or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board of Directors); 2. to approve the Match Group, Inc. 2021 Global Employee Stock Purchase Plan; 3. to ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year; and 4. to transact such other business as may properly come before the meeting and any related adjournments or postponements. Match Group’s Board of Directors has set April 16, 2021 as the record date for the Annual Meeting. This means that holders of record of our common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements. As permitted by applicable Securities and Exchange Commission rules, on or about April 30, 2021, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2020 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail. Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021, you will need the sixteen-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials. By order of the Board of Directors, Jared F. Sine Chief Business Affairs and Legal Officer and Secretary April 30, 2021 PROXY STATEMENT TABLE OF CONTENTS Page Section Number Questions and Answers About the Annual Meeting and Voting .................................................................................. 1 Separation of Match Group and IAC ............................................................................................................................ 5 Proposal 1—Election of Directors ................................................................................................................................ 5 Proposal and Required Vote ..................................................................................................................................... 5 Information Concerning Director Nominees and Other Members ........................................................................... 6 Corporate Governance .............................................................................................................................................. 8 The Board and Board Committees ........................................................................................................................... 11 Proposal 2—Approval of the Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the 2021 ESPP Proposal) ........................................................................................................................................ 12 Summary of Material Provisions of the ESPP .......................................................................................................... 12 Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm .................................. 17 Audit Committee Matters ............................................................................................................................................. 18 Audit Committee Report .......................................................................................................................................... 18 Fees Paid to Our Independent Registered Public Accounting Firm ......................................................................... 19 Audit and Non-Audit Services Pre-Approval Policy ................................................................................................ 19 Information Concerning Match Group Executive Officers Who Are Not Directors .................................................... 20 Compensation Discussion and Analysis ....................................................................................................................... 21 Compensation Committee Report ................................................................................................................................ 25 Compensation Committee Interlocks and Insider Participation ................................................................................... 25 Executive Compensation .............................................................................................................................................. 26 Overview .................................................................................................................................................................. 26 2020 Summary Compensation Table ....................................................................................................................... 26 Grants of Plan-Based Awards in 2020 ..................................................................................................................... 27 Outstanding Equity Awards at 2020 Fiscal Year-End .............................................................................................. 27 2020 Option Exercises and Stock Vested ................................................................................................................. 29 Estimated Potential Payments Upon Termination or Change in Control ................................................................. 29 CEO Pay Ratio ......................................................................................................................................................... 31 Equity Compensation Plan Information ................................................................................................................... 32 Director Compensation................................................................................................................................................. 32 Security Ownership of Certain Beneficial Owners and Management .......................................................................... 34 Delinquent 16(a) Reports ............................................................................................................................................. 36 Certain Relationships and Related Person Transactions .............................................................................................. 36 Review of Related Person Transactions ................................................................................................................... 36 Relationships Involving Significant Stockholders .................................................................................................... 36 Relationships Involving Other Related Persons ....................................................................................................... 38 Annual Reports ............................................................................................................................................................
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