Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 below, onJune 15, 2021 , at the annual meeting of stockholders ofMatch Group, Inc. ("Match Group "),Match Group's stockholders approvedthe Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the "2021 ESPP"). The ESPP is a broad-based plan that provides employees ofMatch Group and certain designated subsidiaries and affiliates with the opportunity to becomeMatch Group stockholders through voluntary periodic contributions that are applied towards the purchase of common stock ofMatch Group at a discount from the then-current market price. The principal features of the 2021 ESPP are described in detail under the heading " Proposal 2 - Approval ofthe Match Group, Inc. 2021 Global Employee Stock Purchase Plan " inMatch Group's definitive proxy statement filed with theSecurities and Exchange Commission onApril 30, 2021 (the "2021 Proxy Statement"). The description of the principal features of the 2021 ESPP included in the 2021 Proxy Statement is incorporated by reference in this Current Report on Form 8-K. The foregoing description of the principal features of the 2021 ESPP is qualified in its entirety by reference to the full text of the 2021 ESPP, which is included as Appendix D to the 2021 Proxy Statement, and is filed as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K. Item 5.07. Submission of Matters to a Vote of Security Holders. OnJune 15, 2021 ,Match Group held its annual meeting of stockholders. Stockholders present in person or by proxy, representing 246,342,880 shares ofMatch Group common stock voted on the following matters: 1. Election of Directors-stockholders elected the following three directors ofMatch Group , each to hold office for a three-year term ending on the date of the annual meeting ofMatch Group's 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 fromMatch Group's Board of Directors). Stockholders eligible to vote voted as follows: Number of Votes Cast Number of Votes Cast in Favor Against Number of Votes Abstaining Wendi Murdoch 227,392,823 4,296,054 134,946 Glenn Schiffman 223,895,452 7,847,927 80,444 Pamela S. Seymon 229,078,248 2,671,952 73,623
In addition to the votes cast and withheld for each director nominee described above, there were 14,519,057 broker non-votes with respect to each director nominee.
--------------------------------------------------------------------------------
2. The 2021 ESPP Proposal-stockholders approved the 2021 ESPP. Stockholders eligible to vote voted as follows:
Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstaining 231,360,904 405,975 56,944 In addition to the votes cast for, votes cast against and abstentions described above, there were 14,519,057 broker non-votes with respect to the 2021 ESPP Proposal. 3. The Auditor Ratification Proposal-stockholders ratified the appointment ofErnst & Young LLP asMatch Group's independent registered public accounting firm for the 2021 fiscal year. Stockholders eligible to vote voted as follows: Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstaining 242,733,457 3,534,293 75,130 Item 8.01. Other Events.Match Group, Inc. ("Match Group " or the "Company") is disclosing in this Current Report on Form 8-K certain retrospective updates that have been made to the financial information of the Company that was previously filed with theSecurities and Exchange Commission ("SEC") byMatch Group onFebruary 25, 2021 in its Annual Report on Form 10-K for the year endedDecember 31, 2020 (the "2020 Form 10-K"), such updates being made to reflect the adoption of ASU No. 2020-06 byMatch Group effectiveJanuary 1, 2021 on a fully retrospective basis. In addition, in this Current Report on Form 8-K the Company has included as subsequent events, the Company's amended credit agreement to provide for a delayed draw term loan and related termination of the delayed draw term loan; an updated claim amount by the plaintiffs inSean Rad et al. v.IAC/InterActiveCorp andMatch Group, Inc. ; and the closing of theHyperconnect, Inc. transaction. -------------------------------------------------------------------------------- The following items of the 2020 Form 10-K are being updated retrospectively to reflect the above-mentioned changes: 1.Part II-Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 2.Part II-Item 8. Consolidated Financial Statements and Supplementary Data: Consolidated Balance Sheet Consolidated Statement of Operations Consolidated Statement of Comprehensive Operations Consolidated Statement of Shareholders' Equity Consolidated Statement of Cash Flows Note 2-Summary of Significant Accounting Policies Note 3-Income Taxes Note 6-Financial Instruments Note 7-Long-Term Debt,Net Note 10-Earnings per Share Note 18-Quarterly Results (Unaudited) Note 19-Subsequent Events The above sections, as updated, are included in Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference. This Current Report on Form 8-K should be read in conjunction with the 2020 Form 10-K, provided that the foregoing sections supersede the corresponding sections included in "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Consolidated Financial Statements and Supplementary Data" contained in the 2020 Form 10-K. Except to reflect the matters specifically noted above, this Current Report on Form 8-K does not reflect events occurring after the filing of the original 2020 Form 10-K, and does not modify or update the disclosures therein in any way. More current information is contained in the Company's subsequent filings with theSEC , including its Quarterly Reports on Form 10-Q for the quarterly period endedMarch 31, 2021 as filed with theSEC . -------------------------------------------------------------------------------- Item 9.01. Financial Statements and Exhibits. (d) Exhibits
Exhibit
Number Description
10.1
reference to Appendix D toMatch Group's definitive
proxy statement filed with
theSEC onApril 30, 2021 (file number 001-34148)).
23.1 Consent of
99.1 Portion of the 2020 Form 10-K :
Part II-Item 7. Management's Discussion and Analysis of
Financial Condition and
Results of Operations Part II-Item 8. Consolidated Financial Statements and
Supplementary Data
101.INS XBRL Instance Document - the instance document does not appear in the Interactive
Data File because its XBRL tags are embedded within the
Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101)
--------------------------------------------------------------------------------
© Edgar Online, source