Vimeo Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 below, Vimeo, Inc. (“Vimeo” or the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2024. At the Annual Meeting, upon the recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Vimeo as permitted pursuant to recent amendments to the Delaware General Corporation Law (the “Amended Charter”). The Amended Charter was previously approved by the Board, subject to stockholder approval.
The Amended Charter was filed with the Secretary of State of the State of Delaware on May 22, 2024 and was effective as of such date. The foregoing description of the Amended Charter is qualified in its entirety by reference to the full text of the Amended Charter, which is attached as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, stockholders of the Company voted on the proposals set forth below. The final voting results on each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.
As of the close of business on March 25, 2024, the record date for the Annual Meeting, there were 159,423,442 shares of Vimeo common stock (entitled to one vote per share) and 9,399,250 shares of Vimeo Class B common stock (entitled to ten votes per share) outstanding and entitled to vote. Vimeo common stock and Class B common stock are collectively referred to as Vimeo capital stock.
| 1. | A proposal to elect eight members of Vimeo’s Board of Directors, 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 Vimeo Board of Directors). The stockholders elected each of the nominees to the Vimeo Board of Directors on the basis of the following voting results. |
Elected by holders of Vimeo common stock voting as a separate class:
| FOR | WITHHELD | BROKER NON-VOTES |
||||||||
| Jay Herratti | 110,794,225 | 644,059 | 11,657,794 | |||||||
| Ida Kane | 110,819,334 | 618,950 | 11,657,794 | |||||||
Elected by holders of Vimeo capital stock voting as a single class:
| FOR | WITHHELD | BROKER NON-VOTES |
||||||||
| Adam Gross | 204,787,533 | 643,251 | 11,657,794 | |||||||
| Alesia J. Haas | 135,226,388 | 70,204,396 | 11,657,794 | |||||||
| Mo Koyfman | 135,208,735 | 70,222,049 | 11,657,794 | |||||||
| Philip Moyer | 204,751,046 | 679,738 | 11,657,794 | |||||||
| Glenn H. Schiffman | 197,360,400 | 8,070,384 | 11,657,794 | |||||||
| Alexander von Furstenberg | 200,037,767 | 5,393,017 | 11,657,794 | |||||||
| 2. | A proposal to ratify the appointment of Ernst & Young LLP as Vimeo’s independent registered public accounting firm for the 2024 fiscal year. The proposal was approved by the holders of Vimeo capital stock on the basis of the following voting results: |
| FOR | AGAINST | ABSTAIN | ||||
| 216,934,133 | 102,710 | 51,735 |
| 3. | A proposal to approve the Amended Charter. The proposal was approved by the holders of Vimeo capital stock on the basis of the following voting results: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||
| 147,556,073 | 57,838,910 | 35,801 | 11,657,794 |
| 4. | A non-binding advisory vote on the compensation of our named executive officers. Holders of Vimeo capital stock voted to approve the compensation of our named executive officers, on the basis of the following voting results: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||
| 202,162,899 | 3,217,319 | 50,566 | 11,657,794 |
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Vimeo, Inc. | |
| 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.
| VIMEO, INC. | ||
| By: | /s/ Jessica Tracy | |
| Name: | Jessica Tracy | |
| Title: | General Counsel & Secretary | |
Date: May 22, 2024