ANGI Inc.

06/12/2026 | Press release | Distributed by Public on 06/12/2026 14:04

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below in Item 5.07, on June 10, 2026, the stockholders of Angi Inc. ("Angi" or the "Company") approved the amendment and restatement of the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan (as so amended and restated, the "2017 Stock Plan").
The principal changes to the 2017 Stock Plan are to: increase the aggregate number of shares of Angi Class A common stock issuable thereunder by 2,400,000 shares; add a minimum vesting requirement; include a limitation on the amount of compensation payable to non-employee directors each year; provide for additional limits on share recycling; add a default treatment of performance stock units in connection with a change in control; limit dividend and dividend equivalents; and extend the term of the 2017 Stock Plan by an additional 10 years (to 2036). The 2017 Stock Plan also reflects changes due to the reverse stock split and spin-off from IAC Inc. in 2025, as well as certain other administrative and clarifying changes.
A description of the 2017 Stock Plan was included in the Company's definitive proxy statement for its annual meeting of stockholders filed on April 28, 2026. A copy of the 2017 Stock Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2026, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders of the Company voted on the proposals set forth below. These proposals are described in detail in the Company's definitive proxy statement related to the Annual Meeting filed on April 28, 2026 with the U.S. Securities and Exchange Commission. 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 April 14, 2026, the record date for the Annual Meeting, there were 40,522,947 shares of Angi Class A common stock outstanding and entitled to vote.
1.        A proposal to elect three Class II members of the Angi board of directors, each to hold office until the 2029 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 Angi board of directors). The stockholders elected each of the nominees to the Angi board of directors on the basis of the following voting results:
FOR
WITHHOLD
BROKER NON-VOTE
Sandra Buchanan
24,234,693
4,501,950
4,329,130
Thomas C. Pickett Jr.
27,635,782
1,100,861
4,329,130
Glenn H. Schiffman
20,722,477
8,014,166
4,329,130
2.        A proposal to approve the 2017 Stock Plan. This proposal was approved by the stockholders on the basis of the following voting results:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
27,395,763
1,133,031
207,849
4,329,130
3.        A proposal to ratify the appointment of Ernst & Young LLP as Angi's independent registered public accounting firm for the 2026 fiscal year. This proposal was approved by the stockholders on the basis of the following voting results:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
32,462,993
469,719
133,061
0
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