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2020 Annual Report & 2021 Proxy Statement

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2020 Annual Report & 2021 Proxy Statement 2020 Annual Report & 2021 Proxy Statement April 27, 2021 Dear Stockholder: You are invited to attend the Annual Meeting of Stockholders of Angi Inc., which will be held on Wednesday, June 9, 2021, at 9:00 a.m., Eastern Daylight Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Hosting a virtual meeting will enable our stockholders to attend online and participate from any location around the world, and support the health and well-being of our management, directors and stockholders. Stockholders will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGI2021. At the Annual Meeting, stockholders will be asked to: (1) elect eleven directors (2) to hold an advisory vote on executive compensation (the “say on pay vote”) and (3) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021. The Board of Directors of Angi Inc. believes that the proposals being submitted for stockholder approval are in the best interests of the Company 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 also vote your shares online at that time if you wish, even if you have previously submitted your vote. Sincerely, Oisin Hanrahan Chief Executive Officer 3601 WALNUT STREET, SUITE 700, DENVER, COLORADO 80205 303.963.7200 www.angi.com ANGI INC. 3601 Walnut Street, Suite 700 Denver, Colorado 80205 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To the Stockholders: Angi Inc. (“Angi”) is making this proxy statement available to holders of our Class A common stock and Class B common stock in connection with the solicitation of proxies by our Board of Directors for use at the Annual Meeting of Stockholders to be held on Wednesday, June 9, 2021, at 9:00 a.m., Eastern Daylight Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGI2021. At the Annual Meeting, stockholders will be asked to: 1. elect eleven members of our Board of Directors, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board); 2. to hold an advisory vote on executive compensation (the “say on pay vote”); 3. ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2021 fiscal year; and 4. transact such other business as may properly come before the meeting and any related adjournments or postponements. Angi’s Board of Directors has set April 19, 2021 as the record date for the Annual Meeting. This means that holders of record of our Class A common stock and Class B 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. Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online at www.virtualshareholdermeeting.com/ANGI2021, 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, Shannon Shaw Chief Legal Officer & Secretary April 27, 2021 PROXY STATEMENT TABLE OF CONTENTS Section Page Number Questions and Answers About the Annual Meeting and Voting 1 Proposal 1—Election of Directors 6 Proposal and Required Vote 6 Information Concerning Director Nominees 6 Corporate Governance 9 The Board and Board Committees 11 Proposal 2—Advisory vote on Say on Pay 12 Proposal 3—Advisory Vote on the Frequency of Holding the Say on Pay Vote 13 Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm 13 Audit Committee Matters 15 Audit Committee Report 15 Fees Paid to Our Independent Registered Public Accounting Firm 15 Audit and Non-Audit Services Pre-Approval Policy 16 Information Concerning Angi Executive Officers Who Are Not Directors 16 Compensation Discussion and Analysis 17 Compensation Committee Report 20 Compensation Committee Interlocks and Insider Participation 21 Executive Compensation 21 Overview 21 Summary Compensation Table 21 Grants of Plan-Based Awards in 2020 22 Outstanding Equity Awards at 2020 Fiscal Year-End 23 2020 Option Exercises and Stock Vested 25 Estimated Potential Payments Upon Termination or Change in Control 26 Pay Ratio Disclosure 28 Director Compensation 30 Equity Compensation Plan Information 31 Security Ownership of Certain Beneficial Owners and Management 32 Delinquent Section 16(a) Reports 33 Certain Relationships and Related Person Transactions 34 Review of Related Person Transactions 34 Relationships Involving Significant Stockholders 34 Relationships Involving Directors 35 Annual Reports 36 Proposals by Stockholders for Presentation at the 2021 Annual Meeting 36 Householding 36 Notice of Internet Availability of Proxy Materials 37 Appendix A—Audit Committee Charter 37 Appendix B—Executive Compensation Committee Charter 40 Appendix C—Compensation Committee Charter 42 i CERTAIN DEFINITIONS PROXY STATEMENT QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING For purposes of this proxy statement, unless the context otherwise requires, references to the following terms will have the meanings set forth below. Q: Why did I receive a Notice of Internet Availability of Proxy Materials? • “Angi” refers to Angi Inc., a Delaware corporation (formerly known as ANGI Homeservices Inc.). References to the A: In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to “Company,” “we,” “our” or “us” in this proxy statement are to Angi. deliver this proxy statement and our 2020 Annual Report on Form 10-K to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders (the “Notice Process”). If you received a • “Angi Group” refers to Angi Group, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive printed copies of our of Angi. proxy materials unless you request them. Instead, the Notice provides instructions on how to access this proxy statement and our 2020 Annual Report on Form 10-K online, as well as how to obtain printed copies of these • “Angie’s List” refers to Angie’s List, Inc., a Delaware corporation. Following the Combination (as defined below), materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they Angie’s List is a wholly-owned subsidiary of Angi Group. need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials. • “Combination” refers to the combination of the HomeAdvisor Business (as defined below) and Angie’s List, which transaction was completed on September 29, 2017. The Notice is being mailed on or about April 27, 2021 to stockholders of record at the close of business on April 19, 2021 and this proxy statement and our 2020 Annual Report on Form 10-K will be available at www.proxyvote.com • “HomeAdvisor Business” refers, prior to the Combination, to the businesses and operations, the results of which were beginning on April 27, 2021. If you received a Notice by mail, but would rather receive printed copies of our proxy reported in IAC’s HomeAdvisor segment. Following the Combination, “HomeAdvisor Business” refers to the HomeAdvisor materials, please follow the instructions included in the Notice. You will not receive a Notice if you have previously digital marketplace service in the United States, which we also refer to as the “Marketplace.” elected to receive printed copies of our proxy materials. • “HomeAdvisor International” refers to HomeAdvisor International, LLC, a Delaware limited liability company. Q: Can I vote my shares by filling out and returning the Notice? Following the Combination, HomeAdvisor International is a wholly-owned subsidiary of HomeAdvisor (US). A: No. However, the Notice contains instructions on how to vote your shares: (i) before the date of the Annual Meeting • “HomeAdvisor (US)” refers to HomeAdvisor, Inc., a Delaware corporation. Following the Combination, by way of completing and submitting your proxy online, by phone or by requesting and returning a written proxy card HomeAdvisor (US) is a wholly-owned subsidiary of Angi Group. by mail, or (ii) at the Annual Meeting online at www.virtualshareholdermeeting.com/ANGI2021. • “IAC” refers to our controlling stockholder, IAC/InterActiveCorp, a Delaware corporation. Q: How do I participate in the Annual Meeting? • “Investor Rights Agreement” refers to the investor rights agreement between Angi and IAC, which was entered into in A: To participate
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