0001837686
false
0001837686
2023-06-30
2023-06-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 30, 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 30, 2023, Anjali Sud, Chief Executive Officer and director
of Vimeo, Inc. (the “Company”) notified the Company of her intention to step down from her roles, effective as of August 31,
2023, to pursue another opportunity. The Company’s Board of Directors has appointed Adam Gross, one of its independent directors,
to serve as Interim Chief Executive Officer beginning September 1, 2023, and has begun the process of searching for a permanent Chief
Executive Officer.
On July 5, 2023, Ms. Sud and the Company entered into a memorandum
of understanding concerning her transition from the Company. Under the agreement, Ms. Sud will (i) continue to receive her base
annual salary ($600,000) while serving as Chief Executive Officer; (ii) be eligible to receive a discretionary bonus with a target
of $400,000 (representing the full year target bonus set forth in Ms. Sud’s letter agreement with the Company dated May 4,
2022 prorated for eight months of service) to be determined by the Board of Directors and paid following her departure; and (iii) be
entitled to receive two thirds of any non-discretionary bonus (for a maximum payment of $533,333) earned under Ms. Sud’s letter
agreement with the Company dated March 22, 2023 based upon the achievement of certain full-year financial performance metrics in
2023 with any payment to be made in the first quarter of 2024.
On July 4, 2023, Mr. Gross and the Company entered into a
letter agreement concerning his appointment. Under the letter agreement, upon the start of his service as Interim CEO on September 1,
2023, Mr. Gross will (i) receive a base annual salary of $600,000; (ii) receive an award of the number of restricted stock
units (“RSUs”) equal to $600,000 divided by a Company stock price calculation provided by the letter agreement; and (iii) be
entitled to earn a bonus equal to one third of any non-discretionary bonus earned under Ms. Sud’s letter agreement with the
Company dated March 22, 2023 based upon the achievement of certain full-year financial performance metrics in 2023 with any payment
to be made in the first quarter of 2024. The RSU award will vest monthly over 12 months, subject to his continued service with the Company.
Mr. Gross’s tenure as Interim Chief Executive Officer will end on the earlier of (i) the start date for a permanent Chief
Executive Officer; (ii) 12 months from Mr. Gross’s start date; or (iii) 30 days from the date that either Mr. Gross
or the Company provides written notice of termination. During the transition period prior to his start date as Interim Chief Executive
Officer, Mr. Gross will receive a special director fee of $100,000 for his increased time commitment in connection with onboarding
that will take place between July 5, 2023 and August 31, 2023.
The foregoing summaries of the agreements with Ms. Sud and Mr. Gross
do not purport to be complete and are qualified in their entirety by the full text of the agreements, copies of which will be filed with
the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023.
Item 7.01 |
Regulation FD Disclosure. |
On July 5, 2023, the Company issued a press release announcing
the resignation of Anjali Sud as the Company’s Chief Executive Officer and the appointment of Adam Gross as Interim Chief Executive
Officer, effective August 31, 2023 and September 1, 2023, respectively. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference. The information furnished in this Item 7.01 shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
regardless of any general incorporation language in such filing, except as shall be expressly set forth by a specific reference in such
filing.
Effective June 30, 2023, Vimeo.com, Inc.
(“Vimeo.com”), a Delaware corporation and wholly-owned subsidiary of the Company, terminated the $100 million revolving credit
facility (the “Credit Facility”) under, and in accordance with the terms of, that certain Credit Agreement, dated as of February 12,
2021, among Vimeo.com, as borrower, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
In connection with such termination, a letter of credit issued under the Credit Facility was cash collateralized, all other outstanding
obligations were paid off in full and all liens securing the Credit Facility were released.
Item 9.01 |
Financial Statements and Exhibits. |
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.
|
VIMEO, INC. |
|
|
|
By: |
/s/ Jessica Tracy |
|
Name: |
Jessica Tracy |
|
Title: |
Senior Vice President, Interim General Counsel and Secretary |
Date: July 5, 2023
Exhibit 99.1
Vimeo
Announces Departure of Anjali Sud as CEO, Appointment of Adam Gross as Interim CEO
Anjali
Sud will remain CEO through August 31, 2023
Company
reaffirms second quarter and fiscal year 2023 financial outlook
NEW
YORK, NY - July 5, 2023 - Vimeo (Nasdaq: VMEO) announced today that after nine years at the company, Chief Executive Officer Anjali Sud
will be departing to pursue a new opportunity. Effective September 1, board member and seasoned SaaS executive, Adam Gross, will step
in as interim CEO while the company initiates a search for a permanent replacement.
“As
an experienced executive, SaaS veteran and trusted member of Vimeo’s board since 2021, Adam brings a deep understanding of Vimeo
and is well-placed to oversee the continued execution of the company’s strategy. I look forward to partnering closely with him and
Vimeo’s seasoned leadership team as we focus on the significant opportunity ahead,” said Glenn H. Schiffman, Vimeo’s
chairman of the board. “We are grateful for Anjali’s impact over nine years at the company and a pivotal era of transformation
at Vimeo, and I have no doubt she’ll continue to do big things.”
“Video
is becoming central to how businesses operate, and Vimeo’s proven experience and technology have earned it a leading role in this
rapidly expanding opportunity,” said Adam Gross. “Having spent the last two years working closely with the executive team
and the details of the business, I’m thrilled to step into this role to accelerate and streamline the company’s strategy in
making video a key part of how every business communicates with its customers, employees, and partners.”
"I
believe deeply in the company’s strategy, team, and future success, and will continue to be an enthusiastic supporter for every
moment of what comes next,” said Anjali Sud. “I am excited for Adam and for Vimeo to benefit from his experience and leadership.”
Financial
Outlook
Vimeo
reaffirms its second quarter and fiscal year 2023 outlook for revenue and adjusted EBITDA, and will provide a full update on its second
quarter results in its upcoming earnings report after market close on August 1 and live Q&A session on August 2.
About Adam Gross
Adam is a SaaS and enterprise
software veteran, having started two companies, and held senior roles at high growth, industry-leading companies including Salesforce
and Dropbox. In 2013 Adam sold Cloudconnect, a company he co-founded, to Heroku, a Salesforce subsidiary, and later served as CEO of Heroku,
expanding the business from self-serve to enterprise. Adam is an active startup investor and advisor in several companies including dbt,
Cribl, Tailscale, and Buildkite.
About Vimeo
Vimeo (NASDAQ:VMEO)
is the world’s most innovative video experience platform. We enable anyone to create high-quality videos to connect better and
bring ideas to life. We proudly serve our growing community of more than 300 million users — from creative storytellers to globally
distributed teams at the world's largest companies. Learn more at www.vimeo.com.
Media Contact
Lisa Chan
press@vimeo.com
Investor Contact
Ken Goff
IR@vimeo.com
v3.23.2
Cover
|
Jun. 30, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jun. 30, 2023
|
Entity File Number |
001-40420
|
Entity Registrant Name |
VIMEO,
INC.
|
Entity Central Index Key |
0001837686
|
Entity Tax Identification Number |
85-4334195
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
330
West 34th Street
|
Entity Address, Address Line Two |
5th Floor
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10001
|
City Area Code |
212
|
Local Phone Number |
524-8791
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, par value $0.01
|
Trading Symbol |
VMEO
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Vimeo (NASDAQ:VMEO)
Historical Stock Chart
From Apr 2024 to May 2024
Vimeo (NASDAQ:VMEO)
Historical Stock Chart
From May 2023 to May 2024