Angi Inc
For the period ended Jun 12, 2024. Filed May 2, 2024.
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Jun 12, 2024 · Filed May 2, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Angi Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
May 2, 2024
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of Angi Inc., which will be held on Wednesday, June 12, 2024, at 9:30 a.m., Eastern Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Hosting a virtual meeting will enable our stockholders to attend online and participate from any location around the world, and support the health and well-being of our management, directors and stockholders. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ANGI2024.
At the Annual Meeting, stockholders will be asked to: (1) elect thirteen directors, (2) approve the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan, (3) approve an amendment to our Amended and Restated Certificate of Incorporation to allow for officer exculpation as permitted by Delaware law, (4) approve a non-binding advisory vote on executive compensation (the “say on pay vote”), (5) vote on the frequency of future say on pay votes and (6) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024. The board of directors of Angi Inc. believes that the proposals being submitted for stockholder approval are in the best interests of Angi and its stockholders and recommends a vote consistent with the recommendation of the Angi board of directors for each proposal.
It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote.
Sincerely,
Joseph Levin
Chairman
3601 WALNUT STREET, SUITE 700, DENVER, COLORADO 80205
303.963.7200 www.angi.com
ANGI INC.
3601 Walnut Street, Suite 700
Denver, Colorado 80205
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
Angi Inc. (“Angi” or the “Company”) is making this proxy statement available to holders of our Class A common stock and Class B common stock in connection with the solicitation of proxies by our board of directors for use at the Annual Meeting of Stockholders to be held on Wednesday, June 12, 2024, at 9:30 a.m., Eastern Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ANGI2024. At the Annual Meeting, stockholders will be asked to:
elect thirteen members of our 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);
approve the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan;
approve an amendment to our Amended and Restated Certificate of Incorporation to allow for officer exculpation as permitted by Delaware law;
hold a non-binding advisory vote on 2023 executive compensation (the “say on pay vote”);
hold a non-binding advisory vote on the frequency of future say on pay votes;
ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2024 fiscal year; and
transact such other business as may properly come before the Annual Meeting and any related adjournments or postponements.
Angi’s board of directors has set April 22, 2024 as the record date for the Annual Meeting. This means that holders of record of our Class A common stock and Class B common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.
Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/ANGI2024, you will need the sixteen-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.
By order of the Angi board of directors,
Shannon Shaw
Chief Legal Officer & Secretary
May 2, 2024
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