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Schedule 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Match Group, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: April 30, 2019 Dear Stockholder: You are invited to attend the Annual Meeting of Stockholders of Match Group, Inc., which will be held on Wednesday, June 19, 2019, at 8:00 a.m., local time, at The London West Hollywood, Kensington Ballroom, 1020 N. San Vicente Blvd., West Hollywood, California 90069. At the Annual Meeting, stockholders will be asked to: (1) elect ten directors, (2) vote on an advisory proposal regarding executive compensation and (3) ratify the appointment of Ernst & Young as Match Group’s independent registered public accounting firm for the 2019 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 attend the Annual Meeting, 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 attend the Annual Meeting, you may vote in person if you wish, even if you have previously submitted your vote. I look forward to greeting those of you who will be able to attend the meeting. Sincerely, Amanda Ginsberg 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 ANNUAL MEETING OF STOCKHOLDERS To the Stockholders: Match Group, Inc. (“Match Group”) is making this proxy statement available to holders of our common stock and Class B 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 Wednesday, June 19, 2019, at 8:00 a.m., local time, at The London West Hollywood, Kensington Ballroom, 1020 N. San Vicente Blvd., West Hollywood, California 90069. At the Annual Meeting, stockholders will be asked: 1. to elect ten members of our Board of Directors, each to hold office for a one-year term ending on the date of 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 our Board of Directors); 2. to hold an advisory vote on executive compensation (the “say on pay proposal”); 3. to ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2019 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 22, 2019 as the record date for the Annual Meeting. This means that holders of record of our 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. As permitted by applicable Securities and Exchange Commission rules, on or about April 30, 2019, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2018 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. Seating is limited, however, and admission to the Annual Meeting will be on a first-come, first-served basis. All attendees will need to bring an admission ticket or other proof of stock ownership as well as a valid photo ID to gain admission to the Annual Meeting. See page 4 for further details. By order of the Board of Directors, Jared F. Sine Chief Legal Officer and Secretary April 30, 2019 PROXY STATEMENT TABLE OF CONTENTS Page Section Number Questions and Answers About the Annual Meeting and Voting .................................................................................. 1 Proposal 1—Election of Directors ................................................................................................................................ 5 Proposal and Required Vote ..................................................................................................................................... 5 Information Concerning Director Nominees ............................................................................................................ 5 Corporate Governance .............................................................................................................................................. 7 The Board and Board Committees ........................................................................................................................... 9 Proposal 2—Advisory Vote on Executive Compensation (the “Say on Pay Proposal”) .............................................. 10 Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm .................................. 11 Audit Committee Matters ............................................................................................................................................. 12 Audit Committee Report .......................................................................................................................................... 12 Fees Paid to Our Independent Registered Public Accounting Firm ......................................................................... 13 Audit and Non-Audit Services Pre-Approval Policy ................................................................................................ 13 Information Concerning Match Group Executive Officers Who Are Not Directors .................................................... 14 Compensation Discussion and Analysis ....................................................................................................................... 15 Compensation Committee Report ................................................................................................................................ 19 Compensation Committee Interlocks and Insider Participation ................................................................................... 19 Executive Compensation .............................................................................................................................................. 20 Overview .................................................................................................................................................................. 20 Summary Compensation Table ................................................................................................................................ 20 Grants of Plan-Based Awards in 2018 ..................................................................................................................... 21 Outstanding Equity Awards at 2018 Fiscal Year-End .............................................................................................. 22 2018 Option Exercises and Stock Vested ................................................................................................................. 24 Estimated Potential Payments Upon Termination or Change in Control ................................................................. 24 CEO Pay Ratio ......................................................................................................................................................... 26 Equity Compensation Plan Information ................................................................................................................... 27 Director Compensation ................................................................................................................................................
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