Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer
On May 2, 2022, Sharmistha Dubey announced her intention to step down from her
position as Chief Executive Officer of Match Group, Inc. ("Match Group" or the
"Company"), effective May 31, 2022. In accordance with her employment agreement,
Ms. Dubey's outstanding and unvested incentive equity awards will vest as to 50%
of the unvested shares subject thereto, subject to her execution of a general
release and waiver of claims. Ms. Dubey has, however, agreed to relinquish and
forfeit equity awards granted to her in February 2022 as part of her
compensation as Chief Executive Officer. Ms. Dubey's resignation was not a
result of any disagreements with Match Group on any matter relating to its
operations, policies or practices.
Ms. Dubey will continue serving as a member of the Board of Directors (the
"Board") of the Company. In connection with her service as a non-employee
director, Ms. Dubey will receive compensation pursuant to the Company's
non-employee director compensation program as described under "Director
Compensation" in the Company's Definitive Proxy Statement on Schedule 14A dated
April 29, 2022 (the "Definitive Proxy Statement").
Appointment of Chief Executive Officer
On May 2, 2022, the Board appointed Bernard Kim, age 45, to the role of Chief
Executive Officer of Match Group and a member of the Board, effective May 31,
2022 (the "Start Date"). Mr. Kim has served as President of Publishing of Zynga
Inc. ("Zynga"), a mobile video game developer, since June 2016, where he oversaw
various functions including global marketing, user acquisition, revenue,
communications, consumer insights, data science, product management, and mergers
and acquisitions. Prior to joining Zynga, Mr. Kim spent nearly 10 years at
Electronic Arts Inc. ("EA"), as the company's Senior Vice President of Mobile
Publishing. In that role, he oversaw EA's mobile distribution, strategy, product
management, analytics, network engagement, marketing, revenue demand planning,
business development, third-party publishing and mergers & acquisitions. Before
joining EA, Mr. Kim served as Director of Sales and Channel Strategy at The Walt
Disney Company, where he led sales and retail for Disney Mobile. Mr. Kim holds
an undergraduate degree in both economics and communications from Boston
College. In determining that Mr. Kim should serve as a director, the Board
considered his future position as Chief Executive Officer of the Company as well
as his considerable experience managing operations and strategic planning in the
mobile application and interactive entertainment industry.
In connection with Mr. Kim's appointment as a member of the Board, the Board
increased its size from eleven to twelve members, effective as of the Start
Date.
Compensatory Arrangements of Chief Executive Officer
Effective as of May 3, 2022, Match Group and Mr. Kim entered into an employment
agreement (the "Employment Agreement"). Unless otherwise specified, capitalized
terms used but not defined below shall have the meanings set forth in the
Employment Agreement.
The Employment Agreement has a scheduled term of one year from the Start Date
and provides for automatic renewals for successive one-year terms absent written
notice from Match Group or Mr. Kim. The Employment Agreement provides that,
during the term, Mr. Kim will be eligible to receive (i) an annual base salary
of $1,000,000, (ii) discretionary annual cash bonuses, (iii) equity awards (as
described below) and (iv) customary health and retirement benefits.
Following his start date, Mr. Kim will receive (i) restricted stock units of the
Company, with a value at grant of $7,000,000, vesting in three equal
installments on the first three anniversaries of the grant date and (ii)
performance stock units of the Company, with a target value at grant of
$9,000,000, vesting on the third anniversary of the grant date, subject to
continued employment and attainment of applicable performance goals, in each
case, subject to Mr. Kim's continued employment. Mr. Kim will be eligible for
future equity-based awards, as determined by the Board (with a value at grant
targeted at $12,000,000 for 2023).
In the event Mr. Kim's employment is terminated by the Company without Cause
(other than by reason of death or disability), due to the Company's Non-Renewal
of the employment term or by Mr. Kim for Good Reason (a
"Qualifying Termination"), subject to his execution and non-revocation of a
release and compliance with the post-termination covenants described below, Mr.
Kim would be entitled to:
· salary continuation for 12 months from the date of such Qualifying Termination,
payable in equal installments;
· his annual target bonus and any accrued but unpaid annual bonus for the year
prior to termination, payable within 60 days after the date of such Qualifying
Termination;
· accelerated vesting of the portion of any outstanding and unvested equity
awards that would have vested through the second anniversary of the date of
such Qualifying Termination, provided that any equity awards that are subject
to outstanding and unsatisfied performance conditions shall vest only to the
extent such performance conditions are satisfied on or prior to the second
anniversary of the date of termination; and
· Company-paid coverage under the Company's group health plan or monthly payments
necessary to cover the full premiums for continued coverage under the Company's
plan through COBRA, which payments will be grossed up for applicable taxes, for
up to 12 months following the date of such Qualifying Termination (but ceasing
once equivalent employer-paid coverage is otherwise available to Mr. Kim).
In the event that a Qualifying Termination occurs within 12 months following a
Change in Control (a "Change in Control Termination"), subject to his execution
and non-revocation of a release and compliance with the post-termination
covenants described below, Mr. Kim would be entitled to:
· salary continuation for 18 months from the date of such Change in Control
Termination, payable in equal installments;
· an amount equal to (i) 1.5 times his annual target bonus and (ii) any accrued
but unpaid annual bonus for the year prior to termination, payable within 60
days after the date of such Change in Control Termination;
· accelerated vesting of the portion of any outstanding and unvested equity
awards as described for Qualifying Terminations above, except that any equity
awards that are subject to outstanding and unsatisfied performance conditions
shall be deemed earned at the greater of target and actual performance as of
the date of such Change in Control; and
· continued health benefits described above, for up to 18 months following the
date of such Change in Control Termination (but ceasing once equivalent
employer-paid coverage is otherwise available to Mr. Kim).
Pursuant to the Employment Agreement, Mr. Kim is bound by covenants not to
compete with Match Group and not to solicit Match Group's employees or business
partners during the term of his employment and for 18 months thereafter. Mr. Kim
has also agreed not to use or disclose any confidential information of Match
Group or its affiliates and to be bound by customary covenants relating to
proprietary rights and the related assignment of such rights.
This description is qualified in its entirety by reference to the full text of
the Employment Agreement, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 8.01. Other Events.
A copy of Match Group's press release announcing the executive leadership
changes discussed above is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Important Additional Information
This supplemental disclosure may be deemed to be solicitation material in
respect of the solicitation of proxies from stockholders for the Match Group,
Inc. 2022 Annual Meeting (the "2022 Annual Meeting"). The Company has filed
with the Securities and Exchange Commission (the "SEC") and made available to
the Company's stockholders of record on April 11, 2022 the Definitive Proxy
Statement containing important information about the matters to be considered by
the Company's stockholders at its 2022 Annual Meeting. BEFORE MAKING ANY VOTING
DECISION, MATCH GROUP, INC. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS AND SUPPLEMENTS THERETO) CAREFULLY AND IN
ITS ENTIRETY, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSALS
REGARDING THE MATTERS TO BE CONSIDERED AT THE 2022 ANNUAL MEETING. Investors and
stockholders can obtain a copy of the documents filed by the Company with the
SEC, including the Definitive Proxy Statement (and any amendments and
supplements thereto), free of charge from the SEC's website, http://www.sec.gov
or by directing a request by mail to the Company at or from the Company's
investor relations website at http://ir.mtch.com.
Participants in the Solicitation
The Company and its directors, nominees and executive officers may be deemed to
be participants in the solicitation of proxies from the Company's stockholders
with respect to the matters to be considered at the 2022 Annual Meeting.
Information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, are described in the Definitive Proxy Statement filed with the SEC on
April 29, 2022 and other relevant materials to be filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
10.1 Employment Agreement, dated as of May 3, 2022, between Match Group,
Inc. and Bernard Kim
99.1 Press Release dated May 3, 2022
104 Inline XBRL for the cover page of this Current Report on Form 8-K
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