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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Resignation of Directors
In accordance with the terms of the Transaction Agreement, on
June 30, 2020, effective as of the effective time of the Match merger, each of Chelsea Clinton, Barry Diller, Michael D. Eisner,
Bonnie S. Hammer, Victor A. Kaufman, Bryan Lourd, David Rosenblatt, Alexander von Furstenberg and Richard F. Zannino resigned from
the board of directors of the Registrant.
Appointment of Directors and Committee Appointments
In
accordance with the terms of the Transaction Agreement, on June 30, 2020, as of the effective time of the Match merger, the Company’s
board of directors appointed Melissa Brenner, Sharmistha Dubey, Ann L. McDaniel, Thomas J. McInerney, Wendi Murdoch, Ryan Reynolds,
Glenn Schiffman and Pamela S. Seymon to the Company’s board of directors. Following the appointment of the aforementioned
directors, the Company’s board of directors approved the expansion of the size of the board of directors from 10 to 11 directors
and appointed Stephen Bailey to the Company’s board of directors. Effective as of the effective time of the Match merger,
the directors identified
below were designated and appointed to the following committees of the Company’s
board of directors:
Audit
Committee: Alan G. Spoon (Chair), Stephen Bailey and Thomas J. McInerney
Nominating
Committee: Ann L. McDaniel, Wendi Murdoch and Alan G. Spoon
Compensation
and Human Resources Committee: Ann L. McDaniel (Chair), Melissa Brenner and Pamela S. Seymon
Pursuant to the Classification Charter
Amendment (as defined below), the Company’s board of directors was divided into three classes, designated Class I, Class
II and Class III, each consisting of approximately one-third of the total number of directors constituting the Company’s
board of directors. Directors initially designated as Class I directors will serve for a term ending on the date of the first annual
meeting of the Company after the closing of the Separation. Directors initially designated as Class II directors will serve for
a term ending on the date of the second annual meeting of the Company after the closing of the Separation. Directors initially
designated as Class III directors will serve for a term ending on the date of the third annual meeting of the Company after the
closing of the Separation. Effective as of the effective time of the Match merger, the directors identified below were designated
to the following classes:
Class
I: Wendi Murdoch, Glenn Schiffman and Pamela S. Seymon
Class
II: Stephen Bailey, Melissa Brenner, Ryan Reynolds and Alan G. Spoon
Class
III: Sharmistha Dubey, Joseph Levin, Ann McDaniel and Thomas J. McInerney
In connection with their appointment to (or,
in the case of Mr. Spoon, retention on) the New Match board of directors, each of Stephen Bailey, Melissa Brenner, Ann L. McDaniel,
Thomas J. McInerney, Wendi Murdoch, Ryan Reynolds, Pamela S. Seymon and Alan G. Spoon were awarded 2,402 restricted stock units
and became entitled to receive an annual grant of restricted stock units with a dollar value of $250,000 and a retainer fee of
$50,000. In addition, Mr. Spoon and Ms. McDaniel, as the Chairpersons of the Audit and Compensation and Human Resources Committees,
respectively, each became entitled to receive an additional annual retainer of $20,000, and each of the members of the Audit and
Compensation and Human Resources Committees (including the Chairpersons) became entitled to receive an additional annual retainer
of $10,000 and $5,000, respectively.
Removal of Officers
In accordance with the terms of the Transaction Agreement, on
June 30, 2020, effective immediately prior to the Match merger, Barry Diller (Chairman and Senior Executive), Joseph Levin (Chief
Executive Officer), Glenn H. Schiffman (Executive Vice President and Chief Financial Officer), Mark Stein (Executive Vice President
and Chief Strategy Officer), Gregg Winiarski (Executive Vice President and General Counsel) and Michael Schwerdtman (Senior Vice
President and Controller) were each removed from their respective positions of Old IAC.
Appointment of Officers
On
June 30, 2020, effective as of the effective time of the Match merger, the following individuals, who had been previously
serving in their respective positions shown below at Old Match, were appointed as executive officers of New Match as set forth
in the table below:
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Sharmistha Dubey
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Chief Executive Officer
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Gary Swidler
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Chief Operating Officer and Chief Financial Officer
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Jared F. Sine
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Chief Legal Officer and Secretary
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Philip D. Eigenmann
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Senior Vice President and Chief Accounting Officer
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In addition, on June 30, 2020, effective immediately following the effective time of the Match merger, Joseph Levin was appointed
the Executive Chairman of New Match.
Biographical
information for each of the Company’s executive officers is set forth below:
Sharmistha
Dubey, age 49, is the Chief Executive Officer and a director of New Match and has served as the Chief Executive Officer
of Old Match since March 2020. Ms. Dubey also served as a director of Old Match from September 2019 until June 30, 2020. Ms. Dubey
served as President of Old Match from January 2018 to March 2020. 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, Plenty of Fish, OkCupid and Match Affinity Brands,
from December 2015 to January 2018. Prior to that, she served in multiple roles within Old Match: 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.
Gary
Swidler, age 49, is the Chief Operating Officer and Chief Financial Officer of New Match and has served as Chief Operating
Officer of Old Match since March 2020 and as Chief Financial Officer of Old Match since September 2015. Prior to joining Old Match,
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.
Mr. Swidler has a BSE from the Wharton School at the University of Pennsylvania and a JD from New York University School of Law.
Jared
F. Sine, age 41, is the Chief Legal Officer and Secretary of New Match and has served as Chief Legal Officer and Secretary
of Old Match since February 2019. Prior to that time, he served as General Counsel and Secretary of Old Match from July 2016.
Prior to joining Old Match, Mr. Sine was Vice President and Associate General Counsel of Expedia Group, Inc. (“Expedia”)
from July 2015 to June 2016 and in that capacity was responsible for mergers, acquisitions and other strategic transactions.
Prior to that time, Mr. Sine held a variety of legal positions at Expedia from October 2012. Prior to joining Expedia, Mr.
Sine was an associate at the law firms of Latham & Watkins and Cravath, Swaine & Moore. Mr. Sine has a BS and JD from Brigham
Young University.
Philip
D. Eigenmann, age 49, is the Senior Vice President and Chief Accounting Officer of New Match and has served as Senior
Vice President and Chief Accounting Officer of Old Match since November 2017. Prior to that time, he held positions of increasing
responsibility with Old Match and its predecessors since May 2006, providing leadership to the accounting organization through
a variety of acquisitions and organic growth, including Senior Vice President and Global Controller since February 2016. Prior
to that, Mr. Eigenmann served as Vice President and Global Controller of Old Match since December 2009. Prior to joining Old Match,
Mr. Eigenmann held various finance and accounting leadership roles with AMX Corporation, a worldwide leader in advanced control
and automation technology for commercial and residential markets, which was publicly traded on Nasdaq until its acquisition by
The Duchossois Group in 2005. Mr. Eigenmann began his career in the audit practice of Ernst & Young in Dallas, Texas. He received
a BBA in Accounting from Texas A&M University and is a certified public accountant in the State of Texas.
Joseph
Levin, age 40, is the Executive Chairman of the board of New Match. Mr. Levin served as Chairman of the board of directors
(in a non-executive capacity) of Old Match from December 2017 to June 30, 2020, and as a director of Old Match from October 2015
to June 30, 2020. Mr. Levin is the Chief Executive Officer of New IAC and served as Chief Executive Officer of Old IAC from
June 2015 to June 30, 2020. Prior to June 2015, Mr. Levin served as Chief Executive Officer of IAC Search & Applications,
overseeing the desktop software, mobile applications and media properties that comprised Old IAC’s former Search &
Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive
Officer of Mindspark Interactive Network, an Old IAC subsidiary, and previously served in various capacities at Old IAC in strategic
planning, mergers and acquisitions and finance since joining Old IAC in 2003. Mr. Levin serves on the board of directors of
New IAC and served on the board of directors of Old IAC from June 2015 to June 30, 2020. Mr. Levin has served on the board of directors
of ANGI Homeservices Inc. since September 2017 and currently serves as Chairman of the board of directors. Mr. Levin
previously served on the boards of directors of LendingTree, Inc. (from August 2008 through November 2014), The
Active Network (beginning prior to its 2011 initial public offering through its sale in December 2013) and Groupon, Inc. (from
March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board
of the Wharton School.
Assignment of Employment Agreements
On
June 30, 2020, immediately after the consummation of the Separation, Match Merger Sub, New Match and Ms. Dubey entered into that
certain Assignment of Employment Agreement to New Match (the “Dubey Assignment Agreement”), whereby New Match assumed
the previous employment agreement between Old Match and Ms. Dubey relating to Ms. Dubey’s position as Chief Executive Officer
of Old Match. The terms of Ms. Dubey’s employment agreement are substantially the same as those set forth in the employment
agreement entered into on February 13, 2020 between Old Match and Ms. Dubey (the “Dubey Employment Agreement”),
and as previously reported in the amendment to the Current Report on Form 8-K filed by Old Match on February 20, 2020. The
foregoing descriptions of the Dubey Employment Agreement and the Dubey Assignment Agreement do not purport to be complete and are
qualified in their entirety by reference to the full texts thereof, which are attached hereto as Exhibits 10.13 and 10.14, respectively,
and are incorporated herein by reference.
On
June 30, 2020, immediately after the consummation of the Separation, Match Merger Sub, New Match and Mr. Swidler entered into that
certain Assignment of Employment Agreement to New Match (the “Swidler Assignment Agreement”), whereby New Match assumed
the previous employment agreement between Old Match and Mr. Swidler relating to Mr. Swidler’s position as Chief Operating
Officer and Chief Financial Officer of Old Match. The terms of Mr. Swidler’s employment agreement are substantially the same
as those set forth in the employment agreement entered into on August 8, 2018, as amended on February 13, 2020 (the “Swidler
Employment Agreement Amendment”), between Old Match and Mr. Swidler (the “Swidler Employment Agreement”), and
as previously reported in the Current Report on Form 8-K filed by Old Match on August 14, 2018 and amendment to the Current Report
on Form 8-K filed by Old Match on February 20, 2020. The foregoing descriptions of the Swidler
Employment Agreement, the Swidler Employment Agreement Amendment, and the Swidler Assignment Agreement do not purport to be complete
and are qualified in their entirety by reference to the full texts thereof, which are attached hereto as Exhibits 10.15, 10.16
and 10.17 and are incorporated herein by reference.
On
June 30, 2020, immediately after the consummation of the Separation, Match Merger Sub, New Match and Mr. Sine entered into that
certain Assignment of Employment Agreement to New Match (the “Sine Assignment Agreement”), whereby New Match assumed
the previous employment agreement between Old Match and Mr. Sine relating to Mr. Sine’s position as Chief Legal Officer and
Secretary of Old Match. The terms of Mr. Sine’s employment agreement are substantially the same as those set forth in the
employment agreement entered into on August 8, 2018 between Old Match and Mr. Sine (the “Sine Employment Agreement”),
and as previously reported in the Current Report on Form 8-K filed by Old Match on August 14, 2018. The
foregoing descriptions of the Sine Employment Agreement and the Sine Assignment Agreement do not purport to be complete and are
qualified in their entirety by reference to the full texts thereof, which are attached hereto as Exhibits 10.18 and 10.19 and are
incorporated herein by reference.
Assumption of 2017 Stock and Annual
Incentive Plan
On
June 30, 2020, pursuant to the Transaction Agreement, in connection with the consummation of the Separation, the Match Group,
Inc. Amended and Restated 2017 Stock and Annual Incentive Plan, as amended by the First Amendment to the Match Group, Inc. Amended
and Restated 2017 Stock and Annual Incentive Plan (as amended, the “2017 Match Group Plan”) was assumed by New Match.
From and following such date, New Match became the sponsor of the 2017 Match Group Plan and issuer with respect to the shares of
Company Common Stock issued under the 2017 Match Group Plan. All awards outstanding immediately prior to the Separation were assumed
by New Match and converted into awards in respect of shares of Company Common Stock in accordance with the Transaction Agreement.
Each option to purchase Old Match common stock, each award of Old Match restricted stock units and each award of Old Match performance stock units was
assumed by the Company on the same terms and conditions applicable to the existing equity award, with equitable adjustments to
the number of shares of Company Common Stock covered by the award, the applicable exercise price in the case of options
and the applicable reference price in the case of certain performance stock units. The
foregoing descriptions of the 2017 Match Group Plan and the terms and conditions of awards pursuant to the 2017 Match Group Plan
do not purport to be complete and are qualified in their entirety by reference to the full text thereof, which are attached hereto
as Exhibits 10.4, 10.5, 10.6 and 10.7 and are incorporated herein by reference.
Assumption of 2015
Stock and Annual Incentive Plan
On
June 30, 2020, pursuant to the Transaction Agreement, in connection with consummation
of the Separation, the Match Group, Inc. 2015 Stock and Annual Incentive Plan, as amended by the First Amendment to the Match Group,
Inc. 2015 Stock and Annual Incentive Plan and the Second Amendment to the Match Group, Inc. 2015 Stock and Annual Incentive Plan
(as amended, the “2015 Match Group Plan”) was assumed by New Match. From and following such date, New Match became
the sponsor of the 2015 Match Group Plan and issuer with respect to the shares of Company Common Stock issued under the 2015 Match
Group Plan. All awards outstanding immediately prior to the Separation were assumed by New Match and converted into awards in respect
of shares of Company Common Stock in accordance with the Transaction Agreement. Each
option to purchase Old Match common stock, each award of Old Match restricted
stock units and each award of Old Match performance stock units was assumed by the Company on the same terms and conditions applicable
to the existing equity award, with equitable adjustments to the number of shares of Company Common Stock covered by the award,
the applicable exercise price in the case of options and the applicable reference price in the case of certain performance
stock units. The foregoing descriptions of the 2015 Match Group Plan and the terms
and conditions of awards pursuant to the 2015 Match Group Plan do not purport to be complete and are qualified in their entirety
by reference to the full text thereof, which are attached hereto as Exhibits 10.8, 10.9, 10.10, 10.11 and 10.12 and are incorporated
herein by reference.
Assumption of Old IAC
Stock and Annual Incentive Plans by New IAC
On
June 30, 2020, pursuant to the Transaction Agreement, in connection with the consummation of the Separation, the IAC/InterActiveCorp
2018 Stock and Annual Incentive Plan, the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan, the IAC/InterActiveCorp 2008
Stock and Annual Incentive Plan and the IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan (collectively, the “Old
IAC Stock and Annual Incentive Plans”) were each assumed by New IAC. From and following such date, New IAC became the sponsor
of the Old IAC Stock and Annual Incentive Plans. Each Old IAC option that was outstanding as of December 19, 2019,
and immediately prior to the completion of the Separation, converted into an option to purchase common stock of New IAC and an
option to purchase Company Common Stock in a manner that preserved the spread value of the options immediately before and immediately
after the adjustment, with the allocation between the two options based on the value of a share of New IAC common stock relative
to the product of the value of a share of Company Common Stock multiplied by the Reclassification Exchange Ratio
(as defined in the Transaction Agreement). Each IAC option that was granted on or after December 20, 2019 and was outstanding
immediately prior to the completion of the Separation converted into an option to purchase New IAC common stock on the same terms
and conditions applicable to the existing equity award, with equitable adjustments to the number of shares of New IAC common stock
covered by the option and the applicable option exercise price. Awards of Old IAC restricted stock units and performance stock
units converted into awards of New IAC restricted stock units on a basis that preserved the fair market value of such awards immediately
before and immediately after the conversion, with equitable adjustments to the applicable reference price in the case of certain
performance stock units.