23APR201822452057 May 5, 2020 Dear Stockholder: You are invited to attend the Annual Meeting of Stockholders of ANGI Homeservices Inc., which will be held on Wednesday, June 24, 2020, 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/ANGI2020. At the Annual Meeting, stockholders will be asked to: (1) elect eleven directors and (2) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2020. The Board of Directors of ANGI Homeservices 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, 19APR201914575507 William B. Ridenour Chief Executive Officer 3601 WALNUT STREET, SUITE 700, DENVER, COLORADO 80205 303.963.7200 www.angihomeservices.com ANGI HOMESERVICES INC. 3601 Walnut Street, Suite 700 Denver, Colorado 80205 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To the Stockholders: ANGI Homeservices 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 24, 2020, 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/ANGI2020. 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. ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2020 fiscal year; and 3. 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 28, 2020 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/ANGI2020, 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, 26APR202021334614 Shannon Shaw Chief Legal Officer & Secretary May 5, 2020 PROXY STATEMENT TABLE OF CONTENTS Page Section 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 ................................................... 10 The Board and Board Committees .......................................... 13 Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm . 15 Audit Committee Matters .................................................. 16 Audit Committee Report ................................................. 16 Fees Paid to Our Independent Registered Public Accounting Firm ................... 17 Audit and Non-Audit Services Pre-Approval Policy ............................... 17 Information Concerning ANGI Executive Officers Who Are Not Directors ............... 18 Compensation Discussion and Analysis ......................................... 19 Compensation Committee Report ............................................ 25 Compensation Committee Interlocks and Insider Participation ........................ 25 Executive Compensation ................................................... 26 Overview ............................................................. 26 Summary Compensation Table ............................................. 26 Grants of Plan-Based Awards in 2019 ........................................ 28 Outstanding Equity Awards at 2019 Fiscal Year-End ............................. 30 2019 Option Exercises and Stock Vested ...................................... 31 Estimated Potential Payments Upon Termination or Change in Control ................ 32 Pay Ratio Disclosure .................................................... 35 Director Compensation .................................................... 36 Equity Compensation Plan Information ........................................ 37 Security Ownership of Certain Beneficial Owners and Management .................... 38 Delinquent Section 16(a) Reports ............................................. 43 Certain Relationships and Related Person Transactions ............................. 43 Review of Related Person Transactions ....................................... 43 Relationships Involving Significant Stockholders ................................. 43 Relationships Involving Directors ........................................... 45 Annual Reports .......................................................... 46 Proposals by Stockholders for Presentation at the 2021 Annual Meeting ................. 46 Householding ........................................................... 46 Notice of Internet Availability of Proxy Materials ................................. 47 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 Homeservices Inc., a Delaware corporation. References to the A: In accordance with rules adopted by the Securities and Exchange Commission (the ‘‘SEC’’), we ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’ in this proxy statement are to ANGI. have elected to deliver this proxy statement and our 2019 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 • ‘‘Angie’s List’’ refers to Angie’s List, Inc., a Delaware corporation. Following the Combination our stockholders (the ‘‘Notice Process’’). If you received a Notice of Internet Availability of Proxy (as defined below), Angie’s List is a wholly-owned subsidiary of ANGI. Materials (the ‘‘Notice’’) by mail, you will not receive printed copies of our proxy materials unless • ‘‘Combination’’ refers to the combination of the HomeAdvisor Business (as defined below) and you request them. Instead, the Notice provides instructions on how to access this proxy statement Angie’s List, which transaction was completed on September 29, 2017. and our 2019 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders • ‘‘HomeAdvisor Business’’ refers, prior to the Combination, to the businesses and operations, the with the information they need in a more timely manner than if we had elected to mail printed results of which were reported in IAC’s HomeAdvisor segment. Following the Combination, materials, while reducing the environmental impact of, and lowering the costs associated with, the ‘‘HomeAdvisor Business’’ refers to the HomeAdvisor digital marketplace service in the United printing and distribution of our proxy materials. States, which we also refer to as the ‘‘Marketplace.’’ The Notice is being mailed on or about May 5, 2020 to stockholders of record at the close of • ‘‘HomeAdvisor International’’ refers to HomeAdvisor International, LLC, a Delaware limited business on April 28, 2020 and this proxy statement and our 2019 Annual Report on Form 10-K liability company. Following the Combination, HomeAdvisor International is a wholly-owned will be available at www.proxyvote.com beginning on May 5, 2020. If you received a Notice by mail, subsidiary of ANGI. but would rather receive printed copies of our proxy materials, please follow the instructions • ‘‘HomeAdvisor (US)’’ refers to HomeAdvisor, Inc., a Delaware corporation. Following the included