Current Report Filing (8-k)

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 6, 2023

VIMEO, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40420	85-4334195
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File No.)	Identification No.)

330 West 34th Street, 5th Floor, New York, NY		10001
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 524-8791

(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)

Common Stock, par value $0.01

VMEO

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 6, 2023, Vimeo, Inc. (“Vimeo” or the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), at which the stockholders approved, among other matters, an amendment and restatement of the Vimeo, Inc. 2021 Stock and Annual Incentive Plan (the “Restated 2021 Plan”) to increase the number of shares that may be delivered under the plan by 10,000,000. The Restated 2021 Plan had been approved, subject to stockholder approval, by the Company’s Board of Directors. This description of the Restated 2021 Plan is qualified in its entirety by reference to the text of the Restated 2021 Plan filed as Exhibit 10.1 hereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, stockholders of the Company voted on the proposals set forth below. 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 10, 2023, the record date for the Annual Meeting, there were 156,355,108 shares of Vimeo common stock (entitled to one vote per share) and 9,399,250 shares of Vimeo Class B common stock (entitled to ten votes per share) outstanding and entitled to vote. Vimeo common stock and Class B common stock are collectively referred to as Vimeo capital stock.

1.      A proposal to elect ten members of Vimeo’s 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 Vimeo Board of Directors). The stockholders elected each of the nominees to the Vimeo Board of Directors on the basis of the following voting results.

Elected by holders of Vimeo common stock voting as a separate class:

	FOR		WITHHELD		BROKER NON-VOTES
Alesia J. Haas		66,207,076		46,789,517		17,226,113
Ida Kane		110,246,832		2,749,761		17,226,113
Shelton “Spike” Lee		110,240,931		2,755,662		17,226,113

Elected by holders of Vimeo Capital Stock voting as a single class:

	FOR		WITHHELD		BROKER NON-VOTES
Adam Gross		204,236,537		2,752,556		17,226,113
Jay Herratti		200,831,088		6,158,005		17,226,113
Mo Koyfman		148,679,807		58,309,286		17,226,113
Nabil Mallick		203,834,795		3,154,298		17,226,113
Glenn H. Schiffman		201,725,898		5,263,195		17,226,113
Anjali Sud		204,240,184		2,748,909		17,226,113
Alexander von Furstenberg		204,590,169		2,398,924		17,226,113

2.	A non-binding advisory vote on the frequency (one, two or three years) of holding the advisory vote on executive compensation in the future. Stockholders voted in favor of holding the vote every one year on the basis of the following voting results:

ONE YEAR				TWO YEARS				THREE YEARS				ABSTAIN				BROKER NON-VOTES
	206,119,394				40,796				779,348				49,555				17,226,113

3.	A proposal to ratify the appointment of Ernst & Young LLP as Vimeo’s independent registered public accounting firm for the 2023 fiscal year. The proposal was approved on the basis of the following voting results:

FOR				AGAINST				ABSTAIN
	224,133,860				68,470				12,876

4.	A proposal to amend the Vimeo, Inc. 2021 Stock and Annual Incentive Plan to increase the number of shares that may be delivered under the plan by 10,000,000. The proposal was approved on the basis of the following voting results:

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	160,871,918				45,092,936				1,024,239				17,226,113

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Vimeo, Inc. 2021 Stock and Annual Incentive Plan, as amended and restated as of June 6, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.