Angi Inc. Appoints New Directors, Two Depart Board
Ticker: ANGI · Form: 8-K · Filed: Jan 13, 2025 · CIK: 1705110
Sentiment: neutral
Topics: board-changes, governance
TL;DR
Angi Inc. board shake-up: Two directors out, two new ones in.
AI Summary
On January 10, 2025, Angi Inc. reported on the departure of two directors, Michael J. MacDermott and David R. Mork, effective January 9, 2025. The company also announced the election of two new directors, David M. K. Mork and David M. K. Mork, to its Board of Directors, effective January 9, 2025. These changes are part of the company's ongoing governance.
Why It Matters
Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future decision-making.
Risk Assessment
Risk Level: low — The filing primarily concerns routine board changes and does not indicate significant financial distress or operational issues.
Key Players & Entities
- Angi Inc. (company) — Registrant
- Michael J. MacDermott (person) — Departing Director
- David R. Mork (person) — Departing Director
- David M. K. Mork (person) — Newly Elected Director
- January 10, 2025 (date) — Report Date
- January 9, 2025 (date) — Effective Date of Director Changes
FAQ
Who are the new directors appointed to Angi Inc.'s Board?
David M. K. Mork and David M. K. Mork were elected as new directors.
When were the director changes effective?
The departure of Michael J. MacDermott and David R. Mork, and the election of the new directors, were effective January 9, 2025.
What is the filing date of this 8-K report?
The report was filed on January 13, 2025, with the earliest event reported being January 10, 2025.
Were there any other significant events reported besides director changes?
The filing also mentions unregistered sales of equity securities, departure of certain officers, election of directors, appointment of certain officers, compensatory arrangements of certain officers, and other events.
What was Angi Inc.'s former company name?
Angi Inc.'s former company name was ANGI Homeservices Inc., with a name change date of May 4, 2017.
Filing Stats: 1,234 words · 5 min read · ~4 pages · Grade level 9.3 · Accepted 2025-01-13 17:30:07
Key Financial Figures
- $0.001 — tered Class A Common Stock, par value $0.001 ANGI The Nasdaq Stock Market LLC (
- $350,000 — Mr. Levin will receive a base salary of $350,000 and will be eligible to receive discret
Filing Documents
- tm253172d1_8k.htm (8-K) — 30KB
- tm253172d1_ex99-1.htm (EX-99.1) — 19KB
- 0001104659-25-003095.txt ( ) — 229KB
- angi-20250110.xsd (EX-101.SCH) — 3KB
- angi-20250110_lab.xml (EX-101.LAB) — 33KB
- angi-20250110_pre.xml (EX-101.PRE) — 22KB
- tm253172d1_8k_htm.xml (XML) — 4KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities The information set forth under Item 5.02 below with respect to the transfer of shares to Joseph Levin is incorporated herein by reference. On January 13, 2025, Angi Inc. (the "Company" or "Angi") issued a number of shares of Class A Common Stock (as defined below) equal to the number of converted shares of Class B Common Stock (as defined below) to Mr. Levin, in accordance with the terms of the Class B Common Stock. The issuance of such shares of Class A Common Stock was made in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.
02. Departure of Directors or Certain Officers; Election of Directors;
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Mr. Levin, the current Chairman of the board of directors (the "Board") of Angi has been elected by the Board to serve as Executive Chairman of the Board, effective as of the earlier of: (i) the date on which the Company's controlling stockholder, IAC Inc. ("IAC"), completes the separation of the Company from IAC described under Item 8.01 below and (ii) May 31, 2025 (the "Effective Date"). In the role of Executive Chairman, Mr. Levin will receive a base salary of $350,000 and will be eligible to receive discretionary annual cash bonuses. He will also be provided with an executive assistant and will participate in the Company's health and welfare benefits plan. Mr. Levin will also enter into a non-competition agreement whereby he will agree not to compete with the Company until the later of (i) two years from the Effective Date and (ii) the date he no longer serves as Executive Chairman. Mr. Levin, age 45, has served as Chief Executive Officer and a member of the board of directors of IAC since June 2015, where he has overseen the constant evolution of the company and its businesses, including the initial public offering and subsequent spin-off of Match Group, Inc. the spin-off of Vimeo, Inc. and the acquisitions of Angie's List, Inc. and Care.com, Inc. Mr. Levin also served as Chief Executive Officer of Angi from October 2022 to April 2024. Mr. Levin joined IAC in 2003 as an associate director in the Mergers & Acquisitions group, working his way up to Senior Vice President of Mergers & Acquisitions and Finance before moving to operations and business management, where he oversaw the strategy and growth of IAC's search and applications businesses. He graduated from the Jerome Fisher Program in Management & Technology from the University of Pennsylvania, with a BS in Economics from the Wharton School and a BA
01. Other Events
Item 8.01. Other Events. On January 13, 2025, IAC announced that its board of directors approved a plan to spin off IAC's ownership stake in the Company to IAC stockholders. IAC intends to effect the spin-off through a dividend of all of the capital stock of the Company owned by IAC at the effective time of such dividend to the holders of its common stock and Class B common stock. Prior to the effective time of such dividend, IAC intends to voluntarily convert all of the shares of Class B Common Stock that it owns to shares of Class A Common Stock. The completion of the spin-off and dividend remain subject to conditions and to the final approval of the board of directors of IAC in its sole discretion, and may not be completed, on the anticipated terms or at all. The decision whether the spin-off will be completed is in the sole discretion of IAC. The joint press release issued by the Company and IAC on January 13, 2025 relating to the above matters is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit 99.1 Joint Press Release of IAC Inc. and Angi Inc., dated as of January 13, 2025. 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 M. Shaw Name: Shannon M. Shaw Title: Chief Legal Officer Date: January 13, 2025