0001575189false00015751892020-01-282020-01-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 28, 2020

MATCH GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware 001-37636 26-4278917
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

8750 North Central Expressway, Suite 1400
Dallas, TX 75231
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 576-9352

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 (see General Instruction A.2. below):
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 Name of exchange on which registered
Common Stock, par value $0.001 MTCH 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-2of 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Leadership Changes
On January 28, 2020, Amanda Ginsberg, Chief Executive Officer of Match Group, Inc. (the “Company”), resigned from her roles as Chief Executive Officer and member of the Board of Directors of the Company, effective March 1, 2020. Ms. Ginsberg’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On January 28, 2020, the Company’s Board of Directors appointed Sharmistha Dubey, the Company’s President, to succeed Ms. Ginsberg as the Company’s Chief Executive Officer, effective March 1, 2020. Ms. Dubey, age 49, has served as President of the Company since January 2018. Prior to that time, she served as Chief Operating Officer of Tinder from February 2017 to January 2018 and as President of Match Group Americas, where she oversaw the product and business operations for North American dating brands, including the Match U.S. brand, PlentyOfFish, OkCupid and Match Affinity Brands, from December 2015 to January 2018. Prior to that, she served in multiple roles within the Company: Chief Product Officer of The Princeton Review and Tutor.com from July 2014 to December 2015; Executive Vice President of Tutor.com from April 2013 to July 2014; Chief Product Officer of Match.com from January 2013 through April 2013 and Senior Vice President, Match.com and Chemistry.com from September 2008 through December 2012.
On January 28, 2020, the Company’s Board of Directors appointed Gary Swidler, the Company’s Chief Financial Officer, to the additional role of Chief Operating Officer, effective March 1, 2020. Mr. Swidler, age 49, has served as Chief Financial Officer of the Company since September 2015. Prior to that time, Mr. Swidler was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch (“Merrill Lynch”) from April 2014 to August 2015. Prior to that time, Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to April 2014. Prior to joining Merrill Lynch, Mr. Swidler was an associate at the law firm of Wachtell, Lipton, Rosen & Katz.
The Company issued a press release announcing these and other leadership changes, a copy of which is filed as Exhibit 99.1 hereto.
Once compensation arrangements for Ms. Dubey and Mr. Swidler have been finally determined, the Company will file an amendment to this report within four business days.
Advisory Agreement
On January 29, 2020, the Company entered into an advisory agreement with Ms. Ginsberg, effective upon her separation from the Company, pursuant to which she will advise the Company on matters relating to its business, strategy and operations. The term of the Advisory Agreement will end on February 28, 2021. Pursuant to the agreement, Ms. Ginsberg is bound by covenants not to compete with the Company or solicit the Company’s employees during the term of the agreement and for 12 months thereafter. In addition, Ms. Ginsberg has agreed not to use or disclose any confidential information of the Company or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment of such rights. Pursuant to their terms, Ms. Ginsberg’s restricted stock units will continue to vest, and her stock options will remain exercisable and continue to vest, as applicable, as long as she continues to perform services for the Company. The above summary is qualified in its entirety by reference to Ms. Ginsberg’s advisory agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
104 Inline XBRL for the cover page of this Current Report on Form 8-K




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/ Jared F. Sine
Jared F. Sine
Chief Legal Officer and Secretary

Date: January 31, 2020
Exhibit 10.1
IMAGE01.JPG

January 29, 2020

Ms. Amanda W. Ginsberg
c/o last address on file with the Company

Dear Ms. Ginsberg:

This letter agreement sets forth the terms upon which Match Group, Inc., a Delaware corporation (the “Company”), agrees to enter into an advisory agreement with you (“Advisor”) relating to your service as an advisor to the Company effective upon your separation as an employee of the Company as of March 1, 2020, or such earlier date as the parties mutually agree (the “Effective Date”). The Company and Advisor (each, a “party” and together, the “parties”) hereby agree as follows:
1.As of the Effective Date, Advisor shall become an advisor to the Company on matters relating to the business, strategy and operations of the Company and its subsidiaries, as may be reasonably requested by the Company from time to time, but in no event to exceed 20 hours in any given calendar quarter.
2.The term of your service as an Advisor under this Agreement shall commence as of the Effective Date and end on February 28, 2021 (the “Termination Date”), unless extended by written agreement of the parties (the “Term”).
3.The parties acknowledge that Advisor’s activities hereunder constitute “performance of services” under (i) the Match Group, Inc. 2015 Stock and Annual Incentive Plan, as amended and (ii) the Amended and Restated Match Group, Inc. 2017 Stock and Annual Incentive Plan, and that during the Term, Advisor’s outstanding Company stock options and Company restricted stock units will remain outstanding and shall continue to vest pursuant to their existing vesting schedules and terms. All of Advisor’s Company stock options that are vested and exercisable as of the date hereof, and any Company stock options that become exercisable during the Term, shall remain or become, as applicable, fully vested and freely exercisable, and, from and after the Effective Date, Advisor shall be entitled to exercise any such stock options and transfer or sell any shares of Company common stock that Advisor holds free and clear of any restrictions whether under the Company’s stock ownership policies or otherwise. Any vested Company stock options that Advisor holds as of the Termination Date shall remain exercisable for at least ninety (90) days following such date.
4.Advisor shall be eligible to elect continuation coverage under the Company’s group health plan for a period of up to eighteen (18) months from the Effective Date for Advisor and Advisor’s eligible dependents at the same coverage level as in effect for Advisor and her eligible dependents immediately prior to the Effective Date, with Advisor responsible for no more than the premium payment currently paid as an active employee of the Company.
8750 North Central Expressway, Suite 1400, Dallas, TX 75231


5.Advisor’s benefits under any other Company benefit plans and programs (e.g., the Company’s 401(k) plan) shall be treated in accordance with the terms of such plans and consistent with the treatment of other similarly situated executives.
6.Additionally, the Company shall reimburse Advisor for Advisor’s reasonable business expenses incurred during the Term in connection with Advisor’s duties hereunder.
7.The Company has provided and shall provide Advisor with Confidential Information (defined below). Advisor shall not, except as Advisor in good faith deems appropriate to perform Advisor’s duties hereunder, or in direct connection with Advisor’s obligation of cooperation referenced herein and as authorized by the Company in conjunction with that obligation, or as required by applicable law or regulation, governmental investigation, subpoena, or with enforcing the terms of this Agreement (or any agreement referenced herein) without limitation in time, communicate, divulge, disseminate, disclose to others or otherwise use, whether directly or indirectly, any Confidential Information regarding the Company or any of its subsidiaries or affiliates. “Confidential Information” shall mean information about the Company or any of its subsidiaries or affiliates, and their respective businesses, employees, consultants, contractors, clients and customers, that is not disclosed by the Company or any of its subsidiaries or affiliates for financial reporting purposes or otherwise generally made available to the public (other than by Advisor’s breach of the terms hereof or the terms of any previous confidentiality obligation by Advisor to the Company) and that was learned or developed by Advisor in the course of providing services to the Company or any of its subsidiaries or affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information, and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information. Advisor expressly acknowledges that such Confidential Information is specialized, unique in nature, and of great value to the Company and its subsidiaries or affiliates, and that such information gives the Company and its subsidiaries or affiliates a competitive advantage.
8.Advisor agrees to cooperate with the Company and its legal counsel in connection with, but not limited to, any investigation, administrative proceeding or litigation relating to any matter in which Advisor was involved or of which Advisor has knowledge.  The Company will reimburse reasonable out-of-pocket expenses that Advisor incurs in complying with requests by the Company hereunder, provided the expenses are authorized by the Company in advance.  However, Advisor will not be entitled to compensation for expenses arising from any proceeding brought by Advisor or in any circumstance in which compensation is prohibited by law.
9.All Advisor Developments are and shall be made for hire by Advisor for the Company or any of its subsidiaries or affiliates. “Advisor Developments” means any discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to Advisor or work performed by Advisor for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours (including before the Effective Date). All Confidential Information and all Advisor Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. Advisor has not acquired and shall not acquire any proprietary interest in any Confidential Information or Advisor Developments developed or acquired during the Term or during Advisor’s service with the Company before the Effective Date. To the extent Advisor may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or
2


Advisor Development, Advisor hereby assigns to the Company all such proprietary rights. Advisor shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates, and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce, or defend the Company’s rights in Confidential Information and Advisor Developments.
10.In consideration of this letter agreement, and for other good and valuable consideration provided hereunder, the receipt and sufficiency of which are hereby acknowledged by Advisor, Advisor hereby agrees and covenants that, during the Term and for a period of twelve (12) months thereafter, Advisor shall not, without the prior written consent of the Company, directly or indirectly, engage in or become associated with a Competitive Activity. “Competitive Activity” means engaging in the business of providing online or app-based dating services or in such other business involving the provision of the same or similar to products or services that any business of the Company is engaged in providing as of the Termination Date (the “Company Group Products or Services”), provided such business or endeavor is in the United States, or in any foreign jurisdiction in which the Company provides, or has provided during the Term, the relevant Company Group Products or Services. For purposes of this covenant, Advisor shall be considered to have become “associated with a Competitive Activity” if Advisor becomes directly or indirectly involved as an owner, principal, employee, officer, director, independent contractor, representative, stockholder, financial backer, agent, partner, member, advisor, lender, consultant or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity. Notwithstanding anything else in this Part 6, (A) Advisor may become employed by or provide services to a partnership, corporation or other organization that is engaged in a Competitive Activity so long as Advisor has no direct or indirect responsibilities or involvement in the Competitive Activity, and (B) Advisor may own, for investment purposes only, up to five percent (5%) of the outstanding capital stock of any publicly-traded corporation engaged in a Competitive Activity if the stock of such corporation is either listed on a national stock exchange or on the NASDAQ National Market System and if Advisor is not otherwise affiliated with such corporation.
11.Advisor recognizes that, by virtue of her former role as the Chief Executive Officer of the Company and as a member of the Board of Directors of the Company and further in her advisory capacity pursuant to the terms of this letter agreement, she possesses and will possess Confidential Information about other employees, consultants, and contractors of the Company and its subsidiaries relating to their education, experience, skills, abilities, compensation and benefits, and inter-personal relationships with suppliers to and customers of the Company and its subsidiaries. Advisor recognizes that the information she possesses and will possess about these other employees, consultants, and contractors is not generally known, is of substantial value to the Company and its subsidiaries in developing their respective businesses and in securing and retaining customers, and has been and will be acquired by Advisor because of Advisor’s advisory position with the Company. As such, Advisor agrees that, during the Term and for a period of twelve (12) months thereafter, Advisor will not, directly or indirectly, solicit or recruit any employee of the Company or any of its subsidiaries (or any individual who was an employee of the Company or any of its subsidiaries at any time during the six (6) months prior to such act of solicitation or recruitment) for the purpose of being employed by Advisor or by any business, individual, partnership, firm, corporation, or other entity on whose behalf Advisor is acting as an agent, representative, or employee and that Advisor will not convey any Confidential Information or trade secrets about any
3


employees of the Company or any of its subsidiaries or affiliates to any other person except within the scope of Advisor’s duties hereunder. Notwithstanding the foregoing, Advisor is not precluded from soliciting or recruiting any individual who (i) initiates discussions regarding employment on his or her own, (ii) responds to any public advertisement or general solicitation, or (ii) has been terminated by the Company prior to the initiation of the solicitation or recruitment.
12.Advisor further agrees that, during the Term and for a period of twelve (12) months thereafter, Advisor will not, directly or indirectly, induce to be hired or hire any employee of the Company or any of its subsidiaries who is at the time of the inducement to be hired or the hire or who was at the time of Advisor’s separation from employment with the Company in (i) a senior executive or officer-level role within the Company or with any of the Company’s subsidiaries or affiliates or (ii) a direct reporting relationship with Advisor at the time of Advisor’s separation from employment with the Company or any time during the six (6) months prior to such separation, specifically including but not limited to the following key individuals with a direct reporting relationship to Advisor in her former employment with the Company: Sharmistha Dubey, Amarnath Thombre, Alexandre Lubot, Elie Seidman, Gary Swidler, Jared Sine, Hesam Hosseini, Ariel Charytan, Malgosia Green, Justin McLeod, Justine Sacco, and Thomas Gaissmaier.
13.This letter agreement will be governed by the laws of the State of Texas, without regard to conflicts of laws principles. This letter agreement may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered by facsimile or electronic image transmission shall be binding to the same extent as an original signature page. This Agreement and any applicable agreements relating to Advisor’s Company and IAC/InterActiveCorp equity awards (subject to the terms herein) constitute the entire agreement between the parties and, as of the Effective Date, terminates and supersedes any and all prior agreements and understandings (whether written or oral) between the parties with respect to the subject matter of this Agreement.


If the foregoing terms are acceptable to you, please indicate your agreement by signing this letter agreement in the space provided below and returning it to the undersigned at your earliest convenience.
Regards,

/s/ Jared F. Sine   
Jared F. Sine
Chief Legal Officer & Secretary

ACKNOWLEDGED AND AGREED AS OF JANUARY 29, 2020:

/s/ Amanda W. Ginsberg
Amanda W. Ginsberg
4
Exhibit 99.1
Match Group Names Sharmistha Dubey Chief Executive Officer
Chief Financial Officer Gary Swidler Also Named Chief Operating Officer
DALLAS, January 28, 2020 – Match Group (NASDAQ: MTCH) today announced that after 14 years, Mandy Ginsberg will be leaving the company and stepping down from the Board of Directors. Ms. Ginsberg will be handing the reigns to her longtime deputy, Shar Dubey, who currently serves as the President of Match Group. Ms. Dubey will assume her role effective March 1.
Ms. Dubey has been a key leader within Match Group for 14 years. For the past two years, she has served as Match Group’s President and has been a member of the Board since late 2019. Prior to her role as Match Group’s President, Ms. Dubey was the Chief Operating Officer of the Tinder business, where she led the team that launched Tinder Gold, the portfolio’s most successful monetization feature in its history. She has also served in a variety of other roles, including President of Match Group Americas and Chief Product Officer of the Match brand.
The company has also named Gary Swidler as Chief Operating Officer, in addition to his role as Chief Financial Officer. Mr. Swidler has overseen all accounting and finance, investor relations and corporate development activities since joining the Company in late 2015, just prior to its IPO. In his new role, Mr. Swidler will also oversee corporate communications, market research, corporate strategy, data security, advertising, and user safety across the portfolio of brands.
The Company has also named Faye Iosotaluno as its Chief Strategy Officer and Justine Sacco as Chief Communications Officer. Both executives will continue to report to Mr. Swidler.
Match Group Chairman Joey Levin said, “Mandy has had a profound impact on Match Group’s culture, the team, and through the success of our products, the world. She recruited Shar to the company more than a decade ago, and it’s been incredible to witness what these two executives have built together. Mandy will always be a part of the Match Group family, wherever she is. But, if she will no longer be here, we cannot imagine a better successor than Shar. The Match Group leadership team has a deep bench of talent, and Shar, Gary and the team will continue to lead Match Group forward. Thank you, Mandy, for everything.”
“It’s been a fantastic journey working with Mandy these last 14 years, and is very hard to imagine this company without her,” said Ms. Dubey. “I’m incredibly grateful that we have such a strong leadership team that will continue to drive the business forward. Gary is a fantastic partner, and together with the rest of the team, we’ve developed and are executing on a strong strategy, and we feel great about where we’re headed.”
About Match Group
Match Group (NASDAQ: MTCH), through its portfolio companies, is a leading provider of dating products available globally. Our portfolio of brands includes Tinder®, Match®, Meetic®, OkCupid®, Hinge®, Pairs™, PlentyOfFish®, and OurTime®, as well as a number of other brands, each designed to increase our users’ likelihood of finding a meaningful connection. Through our portfolio companies and their trusted brands, we provide tailored products to meet the varying preferences of our users. Our products are available in over 40 languages to our users all over the world.
Contact:
Match Group Corporate Communications
MatchGroupPR@match.com