| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Joseph Levin and Glenn Schiffman
On March 20, 2023, Joseph Levin, Chairman and member of the Board
of Directors (the “Board”) of Vimeo, Inc. (the “Company”) submitted his resignation as Chairman
and member of the Board, effective immediately. Mr. Levin’s resignation was not the result of any dispute or disagreement with
the Company or the Board on any matter relating to the operations, policies, or practices of the Company. Mr. Levin will serve as
Special Advisor to the Board, effective immediately, as further detailed below. In connection with Mr. Levin’s resignation,
the size of the Board was reduced from eleven to ten. Also on March 20, 2023, the Company appointed Glenn Schiffman, Board member,
to succeed Mr. Levin as Chairman of the Board. Mr. Schiffman is expected to stand for re-election at the Company’s 2023
Annual Meeting of Stockholders.
On March 21, 2023, in connection with Mr. Schiffman’s
appointment as Chairman of the Board and upon the recommendation of the Company’s Compensation and Human Capital Management Committee
of the Board, the Company granted the following compensation package to Mr. Schiffman: (i) 250,000 restricted stock units (“RSUs”)
and (ii) 250,000 options to purchase shares of Company common stock, both of which will vest in full three years after the grant
date. To be entitled to each award, Mr. Schiffman must be serving as Chairman of the Board through the vesting date. In the event
of a change of control (as defined in the Company’s 2021 Stock and Annual Incentive Plan), the awards shall vest in their entirety.
The above compensation constitutes Mr. Schiffman’s full
compensation package as Chairman and Board member through their vesting dates. Mr. Schiffman will not receive cash compensation after
his appointment as Chairman. Mr. Schiffman’s existing RSU awards shall continue to vest while he serves as Chairman.
Joseph Levin Restricted Stock Agreement Amendment
On March 20, 2023, the Company entered into an amended and restated
Restricted Stock Agreement between the Company and Mr. Levin dated June 7, 2021 (the “RSA”, and as amended,
the “Amended RSA”). Pursuant to the Amended RSA, the RSA will continue in connection with Mr. Levin’s service
as Special Advisor to the Board. In consideration of Mr. Levin’s anticipated reduced services as Special Advisor in comparison
to his services previously provided as Chairman and Board member, the Amended RSA reduces the total number of shares underlying the RSA
by one-third, to a total of 3,247,000 shares. Additionally, the Amended RSA modifies the terms of the change of control provisions contained
therein, including (i) the definition of change of control is now as defined in the Company’s 2021 Stock and Annual Incentive
Plan, a higher threshold than previously contained in the RSA, and (ii) the change in control vesting schedule. Additionally, the
Amended RSA outlines Mr. Levin’s anticipated services as Special Advisor to the Board, including with respect to strategic
planning, M&A and strategic transactions, investor relations and Board meetings. The Amended RSA was reviewed and approved by a special
committee of independent members of the Board.
The above summary of the Amended RSA is not complete and is qualified
in its entirety by reference to the full text of the Amended RSA, which will be filed as an exhibit to the Company’s next quarterly
report on Form 10-Q.
As of March 20, 2023, Mr. Levin owned 3,713,940 shares or
approximately 2.4% of Vimeo common stock and approximately 1.5% of total Vimeo voting power, including (i) 3,247,000 shares underlying
the RSA and (ii) 466,940 shares of Vimeo common stock held directly. As of March 20, 2023, Barry Diller owned (a) 505,117
shares of Vimeo common stock, consisting of (i) 502,340 shares of Vimeo common stock held directly and/or through the Arrow Trust,
over which Mr. Diller has sole investment and voting power, and (ii) 2,777 shares of Vimeo common stock held by a family foundation
as to which Mr. Diller may be deemed to share voting and investment power and as to which Mr. Diller disclaims beneficial
ownership, and (b) 9,399,250 shares or 100% of Vimeo Class B common stock, together constituting approximately 38% of the total
Vimeo voting power.
Anjali Sud Compensation
On March 21, 2023, the Company and Ms. Sud entered into an
Amended & Restated Restricted Stock Unit Award Agreement (the “Amended RSU Agreement”), which amended and
restated the existing Restricted Stock Unit Award Agreement between the Company and Ms. Sud dated March 25, 2022 (the “Original
Award Agreement”) to revise the vesting schedule and performance targets of the Original Award Agreement.
Additionally on March 22, 2023, the Company and Anjali Sud, Chief
Executive Officer of the Company, entered into an amendment (the “Amendment”) to Ms. Sud’s Offer Letter
dated May 4, 2022 (the “Offer Letter”). Pursuant to the Amendment, in addition to the annual discretionary bonus
opportunities provided in the Offer Letter, for 2023 only, Ms. Sud shall be entitled to receive a non-discretionary bonus in a gross
amount of $800,000 upon achievement of certain performance goals set by the Company’s Compensation & Human Capital Management
Committee (the “Non-Discretionary Bonus”). If achieved, the Non-Discretionary Bonus shall be paid to Ms. Sud no
later than March 15, 2024.
Additionally, the Amendment provides that, with respect to Ms. Sud’s vested 2016 and 2017 stock appreciation rights (“SARs”),
Ms. Sud will have until the expiration date of the relevant SARs to exercise such vested SARs.
The above summary of the Amendment is not complete and is qualified
in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.