0001705110 false 0001705110 2023-06-20 2023-06-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 20, 2023

 

Angi Inc.

(Exact name of registrant as specified in charter)

 

Delaware   001-38220   82-1204801
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

3601 Walnut Street, Suite 700

Denver, CO

  80205
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (303) 963-7200

 

(Former name or former address, if changed since last report)

 

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:

 

¨ 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(s) Name of each exchange on which registered
Class A Common Stock, par value $0.001 ANGI

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-2 of 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 20, 2023, Angi Inc. (“Angi” or 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 May 1, 2023 with the U.S. Securities and Exchange Commission (the “SEC”). 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 26, 2023, the record date for the Annual Meeting, there were 84,188,229 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. The Angi Class A common stock and the Angi Class B common stock are collectively referred to as Angi capital stock.

 

1.        A proposal to elect eleven members of the Angi 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 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:

 

Elected by holders of Angi common stock voting as a single class: 

 

   FOR  WITHHOLD  BROKER
NON-VOTE
 
Angela R. Hicks Bowman  4,254,426,483  19,779,685  15,889,177 
Thomas R. Evans  4,252,108,599  22,097,569  15,889,177 
Alesia J. Haas  4,252,148,374  22,057,794  15,889,177 
Christopher Halpin  4,254,344,311  19,861,857  15,889,177 
Kendall Handler  4,254,630,843  19,575,325  15,889,177 
Sandra Buchanan Hurse  4,254,720,148  19,486,020  15,889,177 
Joseph Levin  4,254,219,288  19,986,880  15,889,177 
Jeremy Philips  4,255,006,166  19,200,002  15,889,177 
Glenn H. Schiffman  4,253,189,986  21,016,182  15,889,177 
Mark Stein  4,254,626,638  19,579,530  15,889,177 
Suzy Welch  4,253,401,362  20,804,806  15,889,177 

 

2.        A proposal to ratify the appointment of Ernst & Young LLP as Angi's independent registered public accounting firm for the 2023 fiscal year. This proposal was approved by the holders of Angi capital stock on the basis of the following voting results:

 

FOR  AGAINST  ABSTAIN  BROKER
NON-VOTES
 
4,290,055,401  17,820  22,124  0 

 

 

 

 

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 22, 2023