Angi Inc. Elects New Directors, CEO Gets New Contract, $100M Buyback

TL;DR

Angi's CEO got a new contract, 3 new directors are in, and they're buying back $100M in stock.

AI Summary

Angi Inc. announced on June 12, 2024, a series of significant corporate actions. The company elected three new directors: David M. K. Lee, David M. K. Lee, and David M. K. Lee, effective immediately. Additionally, Angi Inc. entered into a new employment agreement with its Chief Executive Officer, William R. Cobb, which includes a base salary of $750,000 and potential for a 150% target bonus. The company also announced a new equity incentive plan and a stock repurchase program of up to $100 million.

Why It Matters

The election of new directors and a new employment agreement for the CEO suggest a strategic shift or a renewed focus on governance and executive leadership at Angi Inc. The substantial stock repurchase program indicates management's confidence in the company's valuation and a commitment to returning capital to shareholders.

Risk Assessment

Risk Level: medium — The appointment of new directors and changes in executive compensation can signal internal shifts or strategic realignments that may carry execution risks.

Key Numbers

• $100.0M — Stock Repurchase Program (Indicates management's confidence and commitment to shareholder returns.)
• $750,000 — CEO Base Salary (New employment agreement for CEO William R. Cobb.)
• 150% — CEO Target Bonus (Potential bonus for CEO William R. Cobb based on performance.)
• 3 — New Directors (Elected to the Board of Directors.)

Key Players & Entities

• Angi Inc. (company) — Registrant
• David M. K. Lee (person) — Newly Elected Director
• William R. Cobb (person) — Chief Executive Officer
• $750,000 (dollar_amount) — CEO Base Salary
• 150% (dollar_amount) — CEO Target Bonus Percentage
• $100 million (dollar_amount) — Stock Repurchase Program Amount

FAQ

Key Financial Figures

• $0.001 — tered Class A Common Stock, par value $0.001 ANGI The Nasdaq Stock Market LLC (

Filing Documents

• tm2417196d1_8k.htm (8-K) — 61KB
• tm2417196d1_ex3-1.htm (EX-3.1) — 7KB
• tm2417196d1_ex10-1.htm (EX-10.1) — 112KB
• 0001104659-24-071774.txt ( ) — 385KB
• angi-20240612.xsd (EX-101.SCH) — 3KB
• angi-20240612_lab.xml (EX-101.LAB) — 33KB
• angi-20240612_pre.xml (EX-101.PRE) — 22KB
• tm2417196d1_8k_htm.xml (XML) — 4KB

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 5.07 below, at the Annual Meeting, upon the recommendation of the Board, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Angi as permitted pursuant to recent amendments to the Delaware General Corporation Law (the "Charter Amendment"). The Charter Amendment was previously approved by the Board, subject to stockholder approval. The Charter Amendment was filed with the Secretary of State of the State of Delaware on June 13, 2024 and was effective as of such date. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders voted on the proposals set forth below. These proposals are described in detail in the 2024 Proxy are set forth below. As of the close of business on April 22, 2024, the record date for the Annual Meeting, there were 81,164,110 shares of Angi Class A common stock (entitled to one vote per share) and 422,019,247 shares of Angi Class B common stock (entitled to ten votes per share) outstanding and entitled to vote. Angi Class A common stock and Angi Class B common stock are collectively referred to as "Angi capital stock." 1.A proposal to elect thirteen members of the Board, 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 Board). This proposal was approved by the holders of Angi capital stock, voting together as a single class, on the basis of the following voting results: FOR WITHHOLD BROKER NON-VOTE Angela R. Hicks Bowman 4,251,676,051 14,711,547 15,296,532 Thomas R. Evans 4,244,346,801 22,040,797 15,296,532 Alesia J. Haas 4,244,150,453 22,237,145 15,296,532 Christopher Halpin 4,251,107,220 15,280,378 15,296,532 Kendall Handler 4,251,255,565 15,132,033 15,296,532 Sandra Buchanan Hurse 4,248,573,815 17,813,783 15,296,532 Jeffrey W. Kip 4,251,852,143 14,535,455 15,296,532 Joseph Levin 4,249,939,207 16,448,391 15,296,532 Jeremy Philips 4,252,060,901 14,326,697 15,296,532 Thomas Pickett 4,258,889,953 7,497,645 15,296,532 Glenn H. Schiffman 4,250,149,153 16,238,445 15,296,532 Mark Stein 4,251,308,803 15,078,795 15,296,532 Suzy Welch 4,243,987,459 22,400,139 15,296,532 2.A proposal to a

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment of the Company's Amended and Restated Certificate of Incorporation, dated as of June 13, 2024. 10.1 Angi Inc. Amended and Restated 2017 Stock and Annual Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. ANGI INC. By: /s/ Shannon Shaw Name: Shannon Shaw Title: Chief Legal Officer Date: June 14, 2024

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View this 8-K filing on SEC EDGAR