UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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. |
On April 28, 2025, Alan Spoon notified the Board of Directors (the “Board”) of Match Group, Inc. (the “Company”) of his decision to not stand for re-election following the expiration of his current term, which will expire at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). His decision not to stand for re-election was not the result of any disagreement with the Company on any matter relating to the Company’s operation, policies or practices.
On April 28, 2025, the Board adopted a resolution nominating Kelly Campbell for election to the Board with a term that expires at the Company’s 2028 annual meeting of stockholders.
In addition, the Board adopted a resolution increasing the size of the Board to eleven directors, effective as of the 2025 Annual Meeting, to accommodate the previously disclosed appointment to the Board of Darrell Cavens. Effective as of the 2025 Annual Meeting, Mr. Cavens will be appointed to fill the vacancy resulting from this increase with a term expiring at the Company’s 2027 annual meeting of stockholders.
There is no arrangement or understanding between Ms. Campbell and any other person pursuant to which Ms. Campbell was selected as a director. There are no related party transactions involving Ms. Campbell that are reportable under Item 404(a) of Regulation S-K.
Ms. Campbell will participate in the Company’s non-employee director compensation program as described in Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 27, 2025, which description is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
The Company’s press release dated April 29, 2025, announcing the nomination of Ms. Campbell is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit |
Description | |
| 99.1 | Match Group, Inc. Press Release dated April 29, 2025 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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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: April 29, 2025
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