Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Joseph Levin and Glenn Schiffman
On March 20, 2023, Joseph Levin, Chairman and member of the Board of Directors
(the "Board") of Vimeo, Inc. (the "Company") submitted his resignation as
Chairman and member of the Board, effective immediately. Mr. Levin's resignation
was not the result of any dispute or disagreement with the Company or the Board
on any matter relating to the operations, policies, or practices of the Company.
Mr. Levin will serve as Special Advisor to the Board, effective immediately, as
further detailed below. In connection with Mr. Levin's resignation, the size of
the Board was reduced from eleven to ten. Also on March 20, 2023, the Company
appointed Glenn Schiffman, Board member, to succeed Mr. Levin as Chairman of the
Board. Mr. Schiffman is expected to stand for re-election at the Company's 2023
Annual Meeting of Stockholders.
On March 21, 2023, in connection with Mr. Schiffman's appointment as Chairman of
the Board and upon the recommendation of the Company's Compensation and Human
Capital Management Committee of the Board, the Company granted the following
compensation package to Mr. Schiffman: (i) 250,000 restricted stock units
("RSUs") and (ii) 250,000 options to purchase shares of Company common stock,
both of which will vest in full three years after the grant date. To be entitled
to each award, Mr. Schiffman must be serving as Chairman of the Board through
the vesting date. In the event of a change of control (as defined in the
Company's 2021 Stock and Annual Incentive Plan), the awards shall vest in their
entirety.
The above compensation constitutes Mr. Schiffman's full compensation package as
Chairman and Board member through their vesting dates. Mr. Schiffman will not
receive cash compensation after his appointment as Chairman. Mr. Schiffman's
existing RSU awards shall continue to vest while he serves as Chairman.
Joseph Levin Restricted Stock Agreement Amendment
On March 20, 2023, the Company entered into an amended and restated Restricted
Stock Agreement between the Company and Mr. Levin dated June 7, 2021 (the "RSA",
and as amended, the "Amended RSA"). Pursuant to the Amended RSA, the RSA will
continue in connection with Mr. Levin's service as Special Advisor to the Board.
In consideration of Mr. Levin's anticipated reduced services as Special Advisor
in comparison to his services previously provided as Chairman and Board member,
the Amended RSA reduces the total number of shares underlying the RSA by
one-third, to a total of 3,247,000 shares. Additionally, the Amended RSA
modifies the terms of the change of control provisions contained therein,
including (i) the definition of change of control is now as defined in the
Company's 2021 Stock and Annual Incentive Plan, a higher threshold than
previously contained in the RSA, and (ii) the change in control vesting
schedule. Additionally, the Amended RSA outlines Mr. Levin's anticipated
services as Special Advisor to the Board, including with respect to strategic
planning, M&A and strategic transactions, investor relations and Board meetings.
The Amended RSA was reviewed and approved by a special committee of independent
members of the Board.
The above summary of the Amended RSA is not complete and is qualified in its
entirety by reference to the full text of the Amended RSA, which will be filed
as an exhibit to the Company's next quarterly report on Form 10-Q.
As of March 20, 2023, Mr. Levin owned 3,713,940 shares or approximately 2.4% of
Vimeo common stock and approximately 1.5% of total Vimeo voting power, including
(i) 3,247,000 shares underlying the RSA and (ii) 466,940 shares of Vimeo common
stock held directly. As of March 20, 2023, Barry Diller owned (a) 505,117 shares
of Vimeo common stock, consisting of (i) 502,340 shares of Vimeo common stock
held directly and/or through the Arrow Trust, over which Mr. Diller has sole
investment and voting power, and (ii) 2,777 shares of Vimeo common stock held by
a family foundation as to which Mr. Diller may be deemed to share voting and
investment power and as to which Mr. Diller disclaims bene?cial ownership, and
(b) 9,399,250 shares or 100% of Vimeo Class B common stock, together
constituting approximately 38% of the total Vimeo voting power.
Anjali Sud Compensation
On March 21, 2023, the Company and Ms. Sud entered into an Amended & Restated
Restricted Stock Unit Award Agreement (the "Amended RSU Agreement"), which
amended and restated the existing Restricted Stock Unit Award Agreement between
the Company and Ms. Sud dated March 25, 2022 (the "Original Award Agreement") to
revise the vesting schedule and performance targets of the Original Award
Agreement.
Additionally on March 22, 2023, the Company and Anjali Sud, Chief Executive
Officer of the Company, entered into an amendment (the "Amendment") to Ms. Sud's
Offer Letter dated May 4, 2022 (the "Offer Letter"). Pursuant to the Amendment,
in addition to the annual discretionary bonus opportunities provided in the
Offer Letter, for 2023 only, Ms. Sud shall be entitled to receive a
non-discretionary bonus in a gross amount of $800,000 upon achievement of
certain performance goals set by the Company's Compensation & Human Capital
Management Committee (the "Non-Discretionary Bonus"). If achieved, the
Non-Discretionary Bonus shall be paid to Ms. Sud no later than March 15, 2024.
Additionally, the Amendment provides that, with respect to Ms. Sud's vested 2016
and 2017 stock appreciation rights ("SARs"), Ms. Sud will have until the
expiration date of the relevant SARs to exercise such vested SARs.
The above summary of the Amendment is not complete and is qualified in its
entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Document
10.1 Amendment No. 1 to Offer Letter, dated as of March 22, 2023, by and
between Vimeo, Inc. and Anjali Sud.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101).
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