mtch-20260616

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2026

MATCH GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-34148	59-2712887
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8750 North Central Expressway, Suite 1400

Dallas, TX 75231

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 576-9352

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.001

MTCH

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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, on June 16, 2026, at the annual meeting of the stockholders (the “2026 Annual Meeting”) of Match Group, Inc. (hereinafter referred to as “Match Group” or the “Company”), the Company’s stockholders approved an amendment and restatement of the Match Group, Inc. Amended and Restated 2024 Stock and Annual Incentive Plan (as amended and restated, the “Second Amended and Restated 2024 Stock Plan”). The amendment and restatement increased the number of shares of common stock available for issuance under the Second Amended and Restated 2024 Stock Plan by 6,250,000 shares and extended the term of the Second Amended and Restated 2024 Stock Plan to the tenth anniversary of the 2026 Annual Meeting.

A summary of the terms of the Second Amended and Restated 2024 Stock Plan is set forth under Proposal 3 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026. That summary of the Second Amended and Restated 2024 Stock Plan is qualified in its entirety by reference to the Second Amended and Restated 2024 Stock Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2026, Match Group held its annual meeting of stockholders. Stockholders present in person or by proxy, representing 208,651,116 shares of Match Group common stock, voted on the following matters:

1. Election of Directors—stockholders elected the following four directors of Match Group, each to hold office for a one-year term ending on the date of the annual meeting of Match Group's stockholders in 2027 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 of Directors of Match Group). Stockholders eligible to vote voted as follows:


	Number of Votes Cast in Favor	Number of Votes Cast Against	Number of Votes Abstaining
Manuel Bronstein	197,705,763	494,532	1,157,366
Laura Rachel Jones	196,362,251	2,945,979	49,431
Ann L. McDaniel	164,627,554	34,663,099	67,008
Thomas J. McInerney	192,619,830	6,649,648	88,183

In addition to the votes cast and abstentions for each director nominee described above, there were 9,293,455 broker non-votes with respect to each director nominee.

2. The Say on Pay Proposal—stockholders did not approve, on an advisory basis, the compensation paid to Match Group’s named executive officers for the fiscal year ended December 31, 2025. Stockholders eligible to vote voted as follows:


Number of Votes Cast in Favor	Number of Votes Cast Against	Number of Votes Abstaining
85,252,504	114,012,022	93,135

In addition to the votes cast and abstentions described above, there were 9,293,455 broker non-votes with respect to the Say on Pay Proposal.

3. The Second Amended and Restated 2024 Stock and Annual Incentive Plan—stockholders approved the Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive Plan. Stockholders eligible to vote voted as follows:


Number of Votes Cast in Favor	Number of Votes Cast Against	Number of Votes Abstaining
133,116,903	66,173,398	67,360

In addition to the votes cast and abstentions described above, there were 9,293,455 broker non-votes with respect to the Second Amended and Restated 2024 Stock and Annual Incentive Plan.

4. The Auditor Ratification Proposal—stockholders ratified the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2026 fiscal year. Stockholders eligible to vote voted as follows:


Number of Votes Cast in Favor	Number of Votes Cast Against	Number of Votes Abstaining
199,786,113	8,768,634	96,369

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number			Description
10.1			Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive Plan
104			Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURE

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.


			MATCH GROUP, INC.

			By:			/s/ Sean Edgett
						Sean Edgett
						Chief Legal Officer and Secretary

Date: June 18, 2026

Match Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits