Angi Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) As described under Item 5.07 below, Angi Inc. (“Angi” or the “Company”) held its 2024 Annual Meeting of Stockholders on June 12, 2024 (the “Annual Meeting”). At the Annual Meeting, upon the recommendation of the board of directors of the Company (the “Board”), the Company’s stockholders approved the amendment and restatement of the Company’s 2017 Stock and Annual Incentive Plan (the “Amended and Restated 2017 Stock Plan”). The Amended and Restated 2017 Stock Plan was previously approved by the Board, subject to stockholder approval.
A brief description of the proposed amendments and the terms of the Amended and Restated 2017 Stock Plan is set forth on pages 17- 22 of the Company’s definitive proxy statement related to the Annual Meeting (filed with the U.S. Securities and Exchange Commission on May 2, 2024 (the “2024 Proxy Statement”)) and is incorporated by reference herein. This description is qualified in its entirety by reference to the full text of the Amended and Restated 2017 Stock Plan, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described under Item 5.07 below, at the Annual Meeting, upon the recommendation of the Board, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Angi as permitted pursuant to recent amendments to the Delaware General Corporation Law (the “Charter Amendment”). The Charter Amendment was previously approved by the Board, subject to stockholder approval.
The Charter Amendment was filed with the Secretary of State of the State of Delaware on June 13, 2024 and was effective as of such date. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on the proposals set forth below. These proposals are described in detail in the 2024 Proxy Statement. The final voting results on each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.
As of the close of business on April 22, 2024, the record date for the Annual Meeting, there were 81,164,110 shares of Angi Class A common stock (entitled to one vote per share) and 422,019,247 shares of Angi Class B common stock (entitled to ten votes per share) outstanding and entitled to vote. Angi Class A common stock and Angi Class B common stock are collectively referred to as “Angi capital stock.”
1. A proposal to elect thirteen members of the Board, each to hold office until 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). This proposal was approved by the holders of Angi capital stock, voting together as a single class, on the basis of the following voting results:
| FOR | WITHHOLD | BROKER NON-VOTE | ||||||||||
| Angela R. Hicks Bowman | 4,251,676,051 | 14,711,547 | 15,296,532 | |||||||||
| Thomas R. Evans | 4,244,346,801 | 22,040,797 | 15,296,532 | |||||||||
| Alesia J. Haas | 4,244,150,453 | 22,237,145 | 15,296,532 | |||||||||
| Christopher Halpin | 4,251,107,220 | 15,280,378 | 15,296,532 | |||||||||
| Kendall Handler | 4,251,255,565 | 15,132,033 | 15,296,532 | |||||||||
| Sandra Buchanan Hurse | 4,248,573,815 | 17,813,783 | 15,296,532 | |||||||||
| Jeffrey W. Kip | 4,251,852,143 | 14,535,455 | 15,296,532 | |||||||||
| Joseph Levin | 4,249,939,207 | 16,448,391 | 15,296,532 | |||||||||
| Jeremy Philips | 4,252,060,901 | 14,326,697 | 15,296,532 | |||||||||
| Thomas Pickett | 4,258,889,953 | 7,497,645 | 15,296,532 | |||||||||
| Glenn H. Schiffman | 4,250,149,153 | 16,238,445 | 15,296,532 | |||||||||
| Mark Stein | 4,251,308,803 | 15,078,795 | 15,296,532 | |||||||||
| Suzy Welch | 4,243,987,459 | 22,400,139 | 15,296,532 | |||||||||
2. A proposal to approve the Amended and Restated 2017 Stock Plan. This proposal was approved by the holders of Angi capital stock, voting together as a single class, on the basis of the following voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
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| 4,260,465,693 | 5,828,584 | 93,321 | 15,296,532 | |||||||||||
3. A proposal to approve the Charter Amendment. This proposal was approved by holders of Angi capital stock, voting together as a single class, on the basis of the following voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
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| 4,251,717,730 | 14,581,737 | 88,131 | 15,296,532 | |||||||||||
4. A non-binding advisory vote on Angi’s 2023 executive compensation. This proposal was approved by the holders of Angi capital stock, voting together as a single class, on the basis of the following voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
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| 4,252,687,451 | 13,588,044 | 112,103 | 15,296,532 | |||||||||||
5. A non-binding advisory vote on the frequency (one, two or three years) of holding the advisory vote on executive compensation in the future. Holders of Angi capital stock, voting together as a single class, voted in favor of holding the vote every three years on the basis of the following voting results:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTE |
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| 25,169,553 | 45,109 | 4,241,147,246 | 25,690 | 15,296,532 | ||||||||||||||
Based on these results, and consistent with the Company's recommendation, future stockholder advisory votes on executive compensation will occur every three years. Accordingly, the next stockholder advisory vote on executive compensation is scheduled to be held at the Company's 2027 Annual Meeting. The next required stockholder advisory vote regarding the frequency interval is scheduled to be held in six years at the Company's 2030 Annual Meeting.
6. A proposal to ratify the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for the 2024 fiscal year. This proposal was approved by the holders of Angi capital stock, voting together as a single class, on the basis of the following voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
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| 4,281,505,178 | 168,504 | 10,448 | 0 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation, dated as of June 13, 2024. | |
| 10.1 | Angi Inc. Amended and Restated 2017 Stock and Annual Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANGI INC. | ||
| By: | /s/ Shannon Shaw | |
| Name: | Shannon Shaw | |
| Title: | Chief Legal Officer | |
Date: June 14, 2024