Bumble Inc.
For the period ended Jun 5, 2024. Filed Apr 19, 2024.
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Jun 5, 2024 · Filed Apr 19, 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
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | 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 |
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BUMBLE 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 the appropriate box):
| ☒ | 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 14a6(i)(1) and 0-11 |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Proxy Statement 2024
Our Mission
To create a world where all relationships are healthy and equitable, through Kind Connections.
| Letter to Stockholders | April 19, 2024 |
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Dear Stockholders,
On behalf of the Board of Directors, our executive leadership team, and our employees around the world, I would like to thank you for your investment in Bumble Inc.
We are pleased to invite you to our 2024 Annual Meeting of Stockholders on Wednesday, June 5, 2024 at 12 p.m. Eastern Time. The meeting will be held virtually and we encourage you to join us at www.virtualshareholdermeeting.com/BMBL2024.
In my first months as CEO of Bumble Inc., I have had the chance to witness firsthand the impact that the Bumble Inc. team has had on building connections for people around the world. I’ve been moved by the countless stories I’ve heard and letters I’ve received from our customers who have found relationships of all kinds through our family of apps. It’s been inspiring to see the team’s unwavering pursuit of our mission to create a world where all relationships are healthy and equitable. We are known throughout the world for our great products and powerful, trusted brand. Every Bumble Inc. stockholder can feel proud that our work helps millions of people every day make meaningful connections.
I am truly honored to lead the Company through its next chapter of growth and look forward to our first Annual Meeting together.
Delivering for Stockholders
2023 marked an important year in Bumble Inc.’s history as we achieved record annual revenue exceeding $1 billion.
Throughout the year, we continued to expand our global reach and introduced new products, features, and safety solutions, which enabled us to deliver another year of solid growth. We grew total revenue by 16% to $1.05 billion and exercised strong financial discipline to improve our profit margins and generate free cash flow. We also returned capital to our stockholders under the Share Repurchase Program authorized by our Board of Directors.
Vision for the Future
We are deeply committed to delivering authentic and engaging new user experiences and I am excited by the tremendous opportunity ahead. 2024 marks 10 years since the founding of Bumble App and we are commemorating this exciting milestone byre-envisioning how we support women throughout connection experiences.
My vision is for Bumble Inc. to lead the online dating industry with even more positive experiences for users across the globe by marrying emerging technologies – such as generative AI – with the proprietary data and unique insights we have amassed over the last decade to deliver compelling experiences.
Our Next Phase of Growth
Our focus on innovation and delivering what our customers need to find love, partnership and friendship is the key to unlocking our next phase of growth. We are taking bold and decisive actions to position the company for long-term success and we are bringing together the right vision, priorities and leadership team to execute this mission.
In the year ahead, we are planning a significant update of Bumble App, which is designed to deliver a compelling modern and intuitive user experience. This update will provide a stronger platform upon which we can build new and exciting innovative features that advance our mission and better serve the needs of our customers.
We are also accelerating the pace of product innovation across our company by transforming our organization to operate with greater efficiency and agility. We plan to use cost savings from this initiative to help fund investments in innovation and our brand, as well as to improve the structural economics of our business.
Your continued support is important to us. To that end, we encourage you to vote by telephone or online, or by completing, signing, dating, and returning the enclosed proxy card or voting instruction form if you requested to receive printed proxy materials.
Thank you for your continued confidence in Bumble Inc.
Sincerely, Lidiane Jones Chief Executive Officer
2024 Proxy Statement
Notice of Annual Meeting of Stockholders
Date and Time Wednesday, June 5, 2024 at 12:00 p.m. Eastern Time
Virtual Location You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Bumble Inc., which will be held virtually at www.virtualshareholdermeeting.com/BMBL2024. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.
Items of Business 1. To elect the three Class III director nominees listed in this Proxy Statement. 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024. 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. 4. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
Record Date You may vote at the Annual Meeting if you were a stockholder of Bumble Inc. Class A or Class B common stock as of the close of business on April 8, 2024.
Voting Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible, so that the shares may be represented at the Annual Meeting.
How to Vote VOTE IN ADVANCE OF THE MEETING
By Internet
Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week. ● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card.
By Telephone
From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week. ● You will need the 16-digit number included on your Notice of Internet Availability of Proxy Materials or on your proxy card in order to vote by telephone.
By Mail
If you have not already received a proxy card, you may request a proxy card from us by following the instructions on your Notice of Internet Availability of Proxy Materials. ● Mark your selections on the proxy card. ● Date and sign your name exactly as it appears on your proxy card. ● Mail the proxy card in the enclosed postage-paid envelope provided to you.
VOTE ONLINE DURING THE MEETING
By Internet
See page 10 of this Proxy Statement for details on voting your shares online during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2024.
2024 Proxy Statement
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
This notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 19, 2024.
By Order of the Board of Directors,
ELIZABETH MONTELEONE
Secretary
April 19, 2024
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 5, 2024: This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 are available free of charge at proxyvote.com or our investor relations website at https://ir.bumble.com. A list of stockholders of record at the close of business on April 8, 2024 will be open for examination by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal executive offices at 1105 West 41st Street, Austin, TX 78756, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/BMBL2024.
YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.
| PROXY SUMMARY | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING | 7 |
| THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS | 13 |
| ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS | 20 |
| NOMINATION PROCESS AND DIRECTOR QUALIFICATIONS | 25 |
| PROPOSAL NO. 1—ELECTION OF DIRECTORS | 28 |
| COMPENSATION OF DIRECTORS | 36 |
| PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 39 |
| REPORT OF THE AUDIT COMMITTEE | 41 |
| PROPOSAL NO. 3—ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 43 |
| INFORMATION CONCERNING OUR EXECUTIVE OFFICERS | 44 |
| COMPENSATION DISCUSSION AND ANALYSIS | 45 |
| EXECUTIVE COMPENSATION | 57 |
| OWNERSHIP OF SECURITIES | 74 |
| TRANSACTIONS WITH RELATED PERSONS | 78 |
| STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 86 |
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 87 |
| OTHER BUSINESS | 88 |
| ANNEX A: NON-GAAP RECONCILIATION | A-1 |
2024 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.