Item 5.07 Submission of Matters to a Vote of Security Holders.
OnJune 8, 2022 ,Angi Inc. ("Angi" or the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders of the Company present in person or by proxy, representing 80,248,615 shares of Angi Class A Common Stock (entitled to one vote per share) and 422,019,247 shares ofAngi Class B common stock (entitled to ten votes per share), voted on the proposals set forth below.
1.Proposal 1 - to elect twelve (12) 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 the Board). Each nominee was elected on the basis of the following voting results:
Number of Votes For Which
Number of Votes Cast in Favor Authority Was Withheld Broker Non-Votes Angela R. Hicks Bowman 4,253,692,970 21,568,980 10,492,949 Thomas R. Evans 4,239,942,010 35,319,940 10,492,949 Alesia J. Haas 4,251,523,203 23,738,747 10,492,949 Christopher Halpin 4,258,969,109 16,292,841 10,492,949 Kendall Handler 4,252,795,757 22,466,193 10,492,949 Oisin Hanrahan 4,254,448,309 20,813,641 10,492,949 Sandra Buchanan Hurse 4,275,000,835 261,115 10,492,949 Joseph Levin 4,249,929,154 25,332,796 10,492,949 Jeremy Philips 4,264,796,146 10,465,804 10,492,949 Glenn H. Schiffman 4,252,766,804 22,495,146 10,492,949 Mark Stein 4,252,790,236 22,471,714 10,492,949 Suzy Welch 4,241,793,440 33,468,510 10,492,949
2.Proposal 2 - ratification of the appointment of
Number of Votes Cast Number of Votes Cast in Favor Against
Number of Votes Abstaining Broker Non-Votes 4,285,590,248 134,622 30,029 0
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Andrew Russakoff , age 43, most recently served as Vice President, Financial Planning, of InterActiveCorp ("IAC") sinceFebruary 2018 . In that capacity, he partnered with the IAC executive team on investor relations and financial analysis for IAC's portfolio of digital and media subsidiaries. Prior to joining IAC in 2015 as Senior Director, Financial Planning,Mr. Russakoff served as Vice President of Finance and Operations forGameChanger Media, Inc. , a venture-capital backed sports technology startup, from 2014 to 2015. There, he provided executive leadership for financial and strategic functions, including financial planning and analysis, corporate development, investor relations, and accounting. He previously served as Vice President of Strategy and Business Development for Pellucid Analytics, a finance-oriented technology company and data platform, with cross-functional responsibility for product, strategy, operations, and business development, from 2012 to 2014.Mr. Russakoff has also served as an investment banker with Credit Suisse. He began his career in finance with NRG Energy. Since 2017, Mr. -------------------------------------------------------------------------------- Russakoff has served as an advisor to Gatsby, a social promotions and website development startup.Mr. Russakoff holds a Masters of Business Administration degree in Finance fromColumbia Business School and a Bachelor of Arts in Engineering degree, with a concentration in computer science, fromHarvard University .
Compensatory Arrangements of Chief Financial Officer
In connection with
Term. The Employment Agreement has a scheduled term of one year from the effective date of the Employment Agreement (June 9, 2022 ) and provides for automatic renewals for successive one-year terms absent written notice from Angi orMr. Russakoff at least ninety (90) days prior to the expiration of the then current term. It further provides thatMr. Russakoff's employment is at-will. Compensation. The Employment Agreement provides that during the term,Mr. Russakoff will be eligible to receive an annual base salary (currently$400,000 ), annual discretionary bonuses of a target amount equal to 100% of the annual base salary, equity awards and such other employee benefits as may be reasonably determined by the Executive Compensation Committee of Angi's Board of Directors from time to time. The Employment Agreement also provides thatMr. Russakoff will receive: (i) restricted stock units under the Company's 2017 Stock and Annual Incentive Plan (the "2017 Plan") with a grant date value of$3,000,000 that vest in three equal installments on the first, second, and third anniversaries of the grant date (June 9, 2022 ), and (ii) restricted stock units under the 2017 Plan with a grant date value of$1,700,000 that vest onFebruary 15, 2025 (the "Cliff Vest Award"), in each case subject toMr. Russakoff's continued employment with Angi. Severance. Upon a termination ofMr. Russakoff's employment by Angi without "cause" (as defined in the Employment Agreement, and other than by reason of death or disability),Mr. Russakoff's resignation for "good reason" (as defined in the Employment Agreement) or the timely delivery of a non-renewal notice by Angi, subject to the execution and non-revocation of a release of claims in favor of Angi andMr. Russakoff's compliance with the restrictive covenants set forth below:
(i) Angi will continue to pay
(ii) all unvested Angi equity awards (including cliff vesting awards, if any, which shall be pro-rated as though such awards had an annual vesting schedule) held byMr. Russakoff that would have otherwise vested during the Severance Period shall vest as of the date of termination, except that the Cliff Vest Award, to the extent unvested, shall also vest as of the date of termination as follows: Prior toFeb 15, 2023 60%
On or after
100% Restrictive Covenants. Pursuant to the Employment Agreement,Mr. Russakoff is bound by a covenant not to compete with Angi and its businesses during the term of his employment and the Severance Period and by covenants not to solicit Angi's employees or business partners during the term of his employment and for twelve (12) months after his termination or resignation.
Additional Compensatory Arrangements of Chief Financial Officer
In connection with his departure,
Item 7.01 Regulation FD Disclosure.
OnJune 9, 2022 , Angi issued a press release in connection withMr. Russakoff's appointment. The full text of the press release appears in Exhibit 99.1 hereto and is incorporated herein by reference. -------------------------------------------------------------------------------- The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 10.1 Employment Agreement betweenAndrew Russakoff andAngi Inc. , datedJune 9, 2022 . 99.1 Press release issued byAngi Inc. , datedJune 9, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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