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): November 4, 2014

XO Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35217	13-3895178
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

195 Broadway, 25th Floor, New York, New York	10007
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (212) 219-8555

 (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))

Item 2.02. Results of Operations and Financial Condition.

On November 6, 2014, XO Group Inc. (the “Company”) issued a press release announcing its financial results as of and for the quarter ended September 30, 2014. A copy of the Company’s press release announcing these financial results is attached as Exhibit 99.1 hereto, and is incorporated by reference into this report. The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained in this Item and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

Item 2.05 Costs Associated with Exit or Disposal Activities

On November 4, 2014, the Company determined to exit the Company’s Ijie operations in China by the end of the year.  Cost information regarding such exit will be disclosed once determined.

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

(b)

In connection with the Company’s exiting of its Ijie operations in China by the end of the year as referred to above in Item 2.05, David Liu, the Company’s Co-Founder and executive officer in charge of Ijie, announced that he would cease to serve as an executive officer of the Company in connection with the exit of those operations. 

On November 4, 2014, Ira Carlin resigned from the Company’s Board of Directors and its committees. Mr. Carlin had served as a member of the Company’s Board of Directors since 2006 and as Chair of the Executive Committee, Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

(d)

On November 4, 2014, the Board filled the vacancy created by the resignation of Ira Carlin by appointing Diane Irvine to the Board. Ms. Irvine will be a Class I director, which means that she will stand for election at the Company’s 2015 Annual Meeting of Stockholders. Ms. Irvine was also named to the Compensation Committee of the Board and to serve as Chair of that committee.

Diane Irvine serves on the Board of Directors of Yelp Inc. (NYSE: YELP), a user review and local search website. Diane is also a Board member of Rightside Group, Ltd. (NASDAQ: NAME), a leading provider of domain name services, and CafePress Inc. (NASDAQ: PRSS), an e-commerce business. Diane previously served as Chief Executive Officer and President of Blue Nile, Inc., (NASDAQ: NILE), the leading online retailer of diamonds and fine jewelry, from 2008-2011. She joined Blue Nile as Chief Financial Officer in 1999 and also served on Blue Nile’s Board of Directors from 2001–2011. Prior to Blue Nile, Diane was Vice President and Chief Financial Officer of Plum Creek Timber Company, a timberland management and wood products company from 1994-1999. From 1981 to 1994, Diane served in various capacities at Coopers & Lybrand LLP, an international accounting firm, in Chicago and Seattle. As a tax partner, Diane served clients in a variety of industries, including oil & gas, transportation, manufacturing and retail.

Ms. Irvine will participate in the current director compensation arrangements applicable to non-employee directors, as disclosed in the Schedule 14A filed by the Company on April 17, 2014.

The Company entered into its standard form indemnification agreement with Ms. Irvine, which is filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed on November 10, 1999.

There are no family relationships between Ms. Irvine and any director or executive officer of the Company and she has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Irvine and other persons pursuant to which Ms. Irvine was selected as a director.

On November 6, 2014, the Company issued a press release announcing the Board’s appointment of Ms. Irvine. A copy of the Company’s press release is attached as Exhibit 99.2 hereto, and is incorporated by reference into this report.

Item 7.01 Regulation FD Disclosure.

On November 6, 2014, during the course of the teleconference that the Company will be holding, management will make reference to a financial presentation. The presentation will be available on the Company’s website at http://phx.corporate-ir.net/phoenix.zhtml?c=99931&p=irol-presentations, and is filed herewith as Exhibit 99.3.

The information included in this Current Report on Form 8-K (including Exhibit 99.3 hereto) that is furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended. The information contained in this Item and in the accompanying Exhibit 99.3 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.

By furnishing the information in this Item 7.01, the Company makes no admission as to the materiality of Item 7.01 in this report or the presentation attached hereto as Exhibit 99.3. The information contained in the presentation is summary information that is intended to be considered in the context of the Company’s filings with the United States Securities and Exchange Commission (the “SEC”) and other public announcements that the Company makes, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Item, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The Company cautions readers that the presentation attached hereto as Exhibit 99.3 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements as actual events or results could differ materially from the forward-looking statements contained in the presentation. Readers are urged to read the reports and documents filed from time to time by the Company with the SEC for a discussion of important risk factors that could cause actual results to differ materially from those discussed in the forward-looking statements. It is routine for the Company’s internal projections and expectations to change as the quarter and year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which the Company bases its expectations may change. Although these expectations may change, the Company is under no obligation to inform the readers if they do or to update the presentation that is attached hereto as Exhibit 99.3.

Item 8.01 Other Events.

On November 4, 2014, Michael Zeisser, a current member of the Board and the Board’s Lead Independent Director, was named to serve on the Nominating and Corporate Governance Committee of the Board, filling the vacancy on that committee created by the resignation of Ira Carlin from the Board. In addition, Diane Irvine was named to serve on and as Chair of the Compensation Committee of the Board, filling the vacancy on that committee created by the resignation of Ira Carlin from the Board. Lastly, the Board dissolved the Executive Committee of the Board.

On November 4, 2014, the Board also approved updated Corporate Governance Guidelines, to strengthen the role and responsibilities of the Lead Independent Director, as well as to document the previously adopted policy for the Company’s Director Common Stock Ownership Guidelines for members of the Board, which is available on the Company’s website at http://phx.corporate-ir.net/phoenix.zhtml?c=99931&p=irol-govHighlights and is filed herewith as Exhibit 99.4.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following documents are included as exhibits to this report:

99.1 Press Release dated November 6, 2014.

99.2 Press Release dated November 6, 2014.

99.3 Investor Presentation by XO Group Inc.

99.4 XO Group Inc. Corporate Governance Guidelines

SIGNATURE

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.

	XO GROUP INC. (Registrant)
Date: November 6, 2014	By:	/s/ GILLIAN MUNSON
		Gillian Munson
		Chief Financial Officer

EXHIBIT INDEX

99.1	Press Release dated November 6, 2014.
99.2	Press Release dated November 6, 2014.
99.3	Investor Presentation by XO Group Inc.
99.4	XO Group Inc. Corporate Governance Guidelines

EX-99.1

Exhibit 99.1

XO Group Reports Third Quarter 2014 Financial Results

- Third Quarter Revenue up 5.6%, up 9.0% Excluding Merchandise Revenue -

- GAAP Fully Diluted Earnings Per Share of $0.08 -

NEW YORK, Nov. 6, 2014 -- XO Group Inc. (the "Company") (NYSE: XOXO, xogroupinc.com), the premier consumer internet and media company devoted to weddings, pregnancy, and everything in between, today reported financial results for the three months ended September 30, 2014.

Total revenue for the third quarter of 2014 was $35.9 million, up 5.6% compared to the same period in the prior year. Net income for the quarter was $2.1 million or $0.08 per share. The Company ended the quarter with $85.7 million in cash, up from $79.4 million at June 30, 2014.

Total operating expenses were $26.7 million for the three months ended September 30, 2014, compared to $23.5 million during the corresponding period in 2013. The increase in operating expenses was driven by spending attributable to the transformation to a digital marketplace underway at the Company and included a Value Added Tax benefit. Excluding this item impacting comparability, Non-GAAP earnings per share were $0.09 for the quarter ended September 30, 2014.

"During the third quarter, we delivered stable revenue growth in our core advertising offerings and registry business, while continuing to make investments in our company that we feel will position us to better connect our audience and advertising partners. We believe these increased connections will lead to accelerated revenue growth in the years to come and enhanced long-term shareholder value," said Mike Steib, Chief Executive Officer.

"In addition, we made further progress on our plan to transform to a digital marketplace, which is underscored by our decision to exit both our wedding supplies fulfillment operations and our Ijie operations in China. We believe this will enable us to better focus on our transformation while continuing to serve the commerce needs of our couples through a partnership model. We thank our employees in Redding and in China for their important contributions over the years."

As previously disclosed, on October 24, 2014, the Company filed a Form 8-K announcing its plan to cease operations at its warehouse in Redding, California. The closure of the warehouse is expected to be complete by the end of the first quarter of 2015. The Company also announced today that it will be exiting its Ijie operations in China by the end of 2014. Additional details regarding the full impact of the announcement will be filed as soon as information is available.

Business Outlook

For the full year of 2014, the Company continues to expect single digit total revenue growth and increased year-over-year growth rates of operating expense above historical run rates.  The additional operating expense related to the strategic initiatives underway at XO is expected to be approximately $12-13 million in 2014. 

Long-Term Financial Targets

The Company has updated its long-term financial targets to account for the change in its wedding supplies fulfillment and Ijie operations.

The Company is now targeting double digit revenue growth, gross margins of approximately 90-95%, and operating expense growth below revenue growth rates yielding adjusted EBITDA margins of at least 20%.

XO GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three Months Ended September 30,
	2014			2013
Net revenue:
National online sponsorship and advertising	$	7,326		$	6,932
Local online sponsorship and advertising		14,796			13,688
Total online sponsorship and advertising		22,122			20,620
Registry services		3,289			2,790
Merchandise		4,539			5,232
Publishing and other		5,908			5,326
Total net revenue		35,858			33,968
Cost of revenue:
Online sponsorship and advertising		365			430
Merchandise		2,833			3,005
Publishing and other		1,663			1,825
Total cost of revenue		4,861			5,260
Gross profit		30,997			28,708
Operating expenses:
Product and content development		8,569			7,108
Sales and marketing		10,842			9,528
General and administrative		5,389			5,745
Depreciation and amortization		1,868			1,075
Total operating expenses		26,668			23,456
Income from operations		4,329			5,252
Loss in equity interests		(68	)		(55	)
Interest and other income, net		57			41
Income before income taxes		4,318			5,238
Provision for income taxes		2,234			2,137
Net income	$	2,084		$	3,101
Net  income per share:
Basic	$	0.08		$	0.13
Diluted	$	0.08		$	0.12
Weighted average number of shares used in calculating net earnings per share:
Basic		25,351			24,686
Diluted		25,670			25,879

XO GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Nine Months Ended September 30,
	2014			2013
Net revenue:
National online sponsorship and advertising	$	21,777		$	20,875
Local online sponsorship and advertising		43,745			40,652
Total online sponsorship and advertising		65,522			61,527
Registry services		7,954			6,373
Merchandise		13,159			15,411
Publishing and other		19,973			17,918
Total net revenue		106,608			101,229
Cost of revenue:
Online sponsorship and advertising		1,337			1,506
Merchandise		8,106			9,189
Publishing and other		5,920			6,267
Total cost of revenue		15,363			16,962
Gross profit		91,245			84,267
Operating expenses:
Product and content development		26,274			21,116
Sales and marketing		32,606			29,574
General and administrative		18,778			15,831
Depreciation and amortization		5,393			3,324
Total operating expenses		83,051			69,845
Income from operations		8,194			14,422
Loss in equity interests		(243	)		(174	)
Interest and other income, net		55			70
Income before income taxes		8,006			14,318
Provision for income taxes		3,551			5,456
Net income	$	4,455		$	8,862
Net  income per share:
Basic	$	0.18		$	0.36
Diluted	$	0.17		$	0.35
Weighted average number of shares used in calculating net earnings per share:
Basic		25,159			24,591
Diluted		25,547			25,579

XO GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

(Unaudited)

	September 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	85,683		$	90,697
Accounts receivable, net		15,778			11,838
Inventories		1,620			2,374
Deferred production and marketing costs		586			475
Deferred tax assets, current portion		3,037			2,782
Prepaid expenses and other current assets		6,143			5,993
Total current assets		112,847			114,159
Long-term restricted cash and investments		3,124			2,599
Property and equipment, net		15,967			15,490
Intangible assets, net		3,200			3,357
Goodwill		42,436			38,500
Deferred tax assets		16,638			21,469
Investments		5,490			1,680
Other assets		296			495
Total assets	$	199,998		$	197,749
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	11,268		$	12,420
Deferred revenue		16,353			14,864
Total current liabilities		27,621			27,284
Deferred tax liabilities		3,607			4,507
Deferred rent		5,338			5,914
Other liabilities		1,931			4,154
Total liabilities		38,497			41,859
Stockholders' equity:
Preferred stock		—			—
Common stock		269			270
Additional paid-in-capital		171,186			169,756
Accumulated other comprehensive loss		(248	)		(204	)
Accumulated deficit		(9,706	)		(13,932	)
Total stockholders' equity		161,501			155,890
Total liabilities and stockholders' equity	$	199,998		$	197,749

XO GROUP INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Amounts in Thousands, Except for Per Share Data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013
Net income	$	2,084		$	3,101		$	4,455		$	8,862
Provision for income taxes		2,234			2,137			3,551			5,456
Depreciation and amortization		1,868			1,075			5,393			3,324
Stock-based compensation expense		1,449			1,665			4,447			4,552
Loss in equity interests		68			55			243			174
Interest and other income, net		(57	)		(41	)		(55	)		(70	)
Severance charges(a)		-			-			1,354			-
Foreign VAT, interest and penalties(b)		(592	)		-			(592	)		-
Adjusted EBITDA	$	7,054		$	7,992		$	18,796		$	22,298
Depreciation and amortization		(1,868	)		(1,075	)		(5,393	)		(3,324	)
Stock-based compensation expense		(1,449	)		(1,665	)		(4,447	)		(4,552	)
Loss in equity interests		(68	)		(55	)		(243	)		(174	)
Interest and other income, net		57			41			55			70
Adjusted income before income taxes		3,726			5,238			8,768			14,318
Adjusted provision for income taxes(c)		1,423			2,137			3,349			5,456
Adjusted net income	$	2,303		$	3,101		$	5,419		$	8,862
Adjusted net income per diluted share	$	0.09		$	0.12		$	0.21		$	0.35
Diluted weighted average number of shares outstanding		25,670			25,879			25,547			25,579
Net cash provided by operating activities	$	7,675		$	5,788		$	11,553		$	15,354
Less: Capital expenditures		(1,329	)		(1,862	)		(3,973	)		(4,661	)
Free cash flow	$	6,346		$	3,926		$	7,580		$	10,693

(a)	Costs impacting comparability included in Operating expenses on the condensed consolidated statements of operations for the nine months ended September 30, 2014 include severance of approximately $1.4 million, representing (i) severance charges for certain executive officers and (ii) severance charges for the employees in our Los Angeles office. Of the total severance charges, $70,000 was recorded in Product and content development, $506,000 in Sales and marketing and $778,000 in General and administrative.
(b)	Included in "General and administrative" expenses on the condensed consolidated statements of operations for the three and nine months ended September 30, 2014 include a favorable adjustment for foreign value-added tax ("VAT"), interest and penalties of $592,000.
(c)	Adjusted provision for income taxes was calculated using the annual effective tax rate for each respective period, excluding discrete items.

Supplemental data tables (unaudited)

Local Advertising Metrics (excluding Two Bright Lights)

	Q3 2014	Q2 2014	Q1 2014	Q4 2013	Q3 2013
Profile Count	32,602	31,774	30,857	30,562	30,186
Vendor Count	24,304	23,682	23,064	22,755	22,562
Churn Rate(a)	22.8%	25.2%	27.0%	27.9%	29.4%
Avg. Revenue/Vendor(a)	$2,517	$2,516	$2,497	$2,474	$2,447
(a) calculated on a trailing twelve month basis

Stock Based Compensation

($000s)	Three Months Ended September 30, 2014	Three Months Ended September 30, 2013
Product and content	$382	$536
Sales and marketing	338	362
General and administrative	729	767
Total stock-based compensation	$1,449	$1,665

Conference Call and Replay Information

XO Group Inc. will host a conference call with investors at 4:30 p.m. ET on Thursday, November 6, 2014, to discuss its third quarter 2014 financial results. Participants should dial (844) 824-7422 and use Conference ID# 17939880 at least 10 minutes before the call is scheduled to begin. Participants can also access the live broadcast over the Internet on the Investor Relations section of the Company's website, accessible at http://ir.xogroupinc.com. To access the webcast, participants should visit XO Group's website at least 15 minutes prior to the conference call in order to download or install any necessary audio software.

A replay of the webcast will also be archived on the Company's website approximately two hours after the conference call ends. A replay of the call will be available at (855) 859-2056 or (404) 537-3406, conference ID# 17939880.

About XO Group Inc.

XO Group Inc. (NYSE: XOXO; http://www.xogroupinc.com) is the premier consumer internet and media company devoted to weddings, pregnancy and everything in between, providing couples and new parents with the trusted information, products and advice they need to guide them through the most transformative events of their lives. Our family of premium brands began with the number one wedding brand, The Knot, and has grown to include The Nest, The Bump and Ijie.com. XO Group is recognized by the industry for innovation in media — from the web to mobile, magazines, books and video. XO Group has grown its business to include online sponsorship and advertising, registry services, e-commerce and publishing. The Company is publicly listed on the New York Stock Exchange (XOXO) and is headquartered in New York City.

Forward Looking Statements

This release may contain projections or other forward-looking statements regarding future events or our future financial performance. These statements are only predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) our online wedding-related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) we incurred losses for many years following our inception and may incur losses in the future, (iii) we may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) sales to sponsors or advertisers may be delayed or cancelled, (v) efforts to launch new technology and features may not generate significant new revenue or may reduce revenue from existing services, (vi) we may be unable to develop solutions that generate revenue from advertising delivered to mobile phones and wireless devices, (vii) the significant fluctuation to which our quarterly revenue and operating results are subject, (viii) the seasonality of the wedding industry, (ix) our e-commerce operations are dependent on Internet search engine rankings, and our ability to influence those rankings is limited, (x) the dependence of our registry services business on third parties, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Non-GAAP Financial Measures

This press release includes information about certain financial measures that are not prepared in accordance with generally accepted accounting principles in the United States  ("U.S. GAAP"), including adjusted EBITDA, adjusted net income, adjusted net income per diluted share and free cash flow. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under U.S. GAAP.  Our use of these terms may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

Management defines its non-GAAP financial measures as follows:

· Adjusted EBITDA represents U.S. GAAP net income (loss) adjusted to exclude, if applicable: (1) provision (benefit) for income taxes, (2) depreciation and amortization, (3) stock-based compensation expense, (4) impairment charges and asset write-offs, (5) loss in equity interests, (6) interest and other income, net (7) net loss attributable to non-controlling interest and (8) other items impacting comparability in the period.

· Adjusted net income represents U.S. GAAP net income (loss), adjusted for incremental or unusual costs incurred in the current period, which may include: (1) impairment charges and asset write-offs, (2) executive severance and other restructuring charges and (3) the impact of certain foreign taxes, interest and penalties.

· Adjusted net income per diluted share represents adjusted net income (as defined above), divided by the diluted weighted-average number of shares outstanding for the period.

· Free cash flow represents U.S. GAAP net cash provided by operations, less capital expenditures.

Management believes that these non-GAAP financial measures, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provide useful information about our period-over-period growth and provide additional information that is useful for evaluating our operating performance. However, adjusted EBITDA, adjusted net income, adjusted net income per diluted share and free cash flow are not measures of financial performance under U.S. GAAP and, accordingly, should not be considered substitutes for or superior to net income (loss) and net income (loss) per diluted share and net cash provided by operating activities as indicators of operating performance.

A reconciliation of GAAP to Non-GAAP financial measures is included in this press release.

Contact:
Ivan Marmolejos
Investor Relations
(212) 219-8555 x1004
IR@xogrp.com

EX-99.2

Exhibit 99.2

XO Group Inc. Announces Appointment Of New Independent Director, Diane Irvine, To Board Of Directors

Former Chief Executive Officer and President of Blue Nile, Inc. with Extensive Public Board Experience Brings Business Leadership and Digital Marketplace Expertise to XO Group, Premier Life Stage Internet Company

NEW YORK, Nov. 6, 2014  -- XO Group Inc. (NYSE: XOXO, www.xogroupinc.com), the premier consumer internet and media company devoted to weddings, pregnancy and everything in between, today announced that Diane Irvine, former Chief Executive Officer and President of Blue Nile, Inc., has been appointed to the company's board of directors as an independent director and will serve as chairperson of the Compensation Committee. Irvine will be filling the vacancy created by Ira Carlin's departure from the board. With this transition, the board will consist of eight directors, six of whom are independent, and five of whom have joined the board in the last two years. Irvine will serve in the class of directors to be elected at the 2015 annual meeting.

Irvine currently serves on the Board of Directors of Yelp Inc., which connects people with local businesses, Rightside Group, Ltd., a leading provider of domain name services, and CafePress Inc., an e-commerce platform bringing buyers and sellers together for customized and personalized products. 

From 2008 to 2011, Irvine served as Chief Executive Officer and President of Blue Nile, Inc., the leading online retailer of diamonds and fine jewelry. She joined Blue Nile as Chief Financial Officer in 1999 and also served on Blue Nile's Board of Directors from 2001 to 2011. Under Irvine's executive leadership, Blue Nile revolutionized the consumer experience for purchasing diamonds and jewelry, becoming the world leader and a highly regarded consumer brand. In her 12 years at Blue Nile, Irvine guided the business from its early days as a start-up to a publicly traded company with nearly $350 million in revenue.

Prior to Blue Nile, Irvine held various roles at Coopers & Lybrand LLP, an international accounting firm, in Chicagoand Seattle.  As a tax partner, Irvine served clients in a variety of industries, including oil & gas, transportation, manufacturing and retail.  She also served on the Board of Directors of Ticketmaster from 2008 to 2010. Irvine received a B.S. in Accounting from Illinois State University and a M.S. in Taxation from Golden Gate University.

"Diane is a respected business leader with experience building and growing successful digital companies and marketplaces," said Michael Steib, XO Group's CEO. "I am excited to welcome her to a board of directors that already brings substantial relevant expertise to our marketplace transformation and a commitment to world-class corporate governance."

"I'm excited to join a company that is number one in providing couples with the content and services to guide them through the most transformative events of their lives," said Irvine. "XO Group has made considerable progress in its creation of a digital marketplace, and I look forward to contributing to the company's continued growth."

"Diane's operational expertise and public company board experience will be invaluable to the success of XO Group and our stockholders," said David Liu, XO Group's Chairman and Co-Founder. "On behalf of the board, I would also like to express a deep appreciation to Ira Carlin for his dedication and service to XO Group over the past 8 years."

About XO Group Inc.

XO Group Inc. (NYSE: XOXO; http://www.xogroupinc.com) is the premier consumer internet and media company devoted to weddings, pregnancy and everything in between, providing young couples with the trusted information, products and advice they need to guide them through the most transformative events of their lives. Our family of premium brands began with the #1 wedding brand, The Knot, and has grown to include The Nest, The Bump and Ijie.com. XO Group is recognized by the industry for being innovative in media - from the web to mobile, magazines, books, and video. XO Group has leveraged its customer loyalty into successful businesses in online sponsorship and advertising, registry services, e-commerce and publishing. The company is publicly listed on the New York Stock Exchange (XOXO) and is headquartered in New York City.

Forward Looking Statements

This release may contain projections or other forward-looking statements regarding future events or our future financial performance. These statements are only predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) our online wedding-related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) we incurred losses for many years following our inception and may incur losses in the future, (iii) we may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) sales to sponsors or advertisers may be delayed or cancelled, (v) efforts to launch new technology and features may not generate significant new revenue or may reduce revenue from existing services, (vi) we may be unable to develop solutions that generate revenue from advertising delivered to mobile phones and wireless devices, (vii) the significant fluctuation to which our quarterly revenue and operating results are subject, (viii) the seasonality of the wedding industry, (ix) our e-commerce operations are dependent on Internet search engine rankings, and our ability to influence those rankings is limited, (x) the dependence of our registry services business on third parties, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Contact:

Melissa Bach
Senior Public Relations Manager
(212) 515-3594
mbach@xogrp.com 

Ivan Marmolejos
Investor Relations
(212) 219-8555 x1004
IR@xogrp.com

EX-99.3

Exhibit 99.3

Investor Presentation - November 2014 1 1

Safe Harbor This presentation may contain projections or other forward - looking statements regarding future events or our future financial performance or estimates regarding third parties. These statements are only estimates or predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the estimates, projections or forward - looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward - looking statements contained herein include, without limitation, ( i ) our online wedding - related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) we incurred losses for many years following our inception and may incur losses in the future, (iii) we may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) sales to sponsors or advertisers may be delayed or cancelled, (v) efforts to launch new technology and features may not generate significant new revenue or may reduce revenue from existing services, (vi) we may be unable to develop solutions that generate revenue from advertising delivered to mobile phones and wireless devices, (vii) the significant fluctuation to which our quarterly revenue and operating results are subject, (viii) the seasonality of the wedding industry, (ix) our e - commerce operations are dependent on Internet search engine rankings, and our ability to influence those rankings is limited, (x) the dependence of our registry services business on third parties, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward - looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. This presentation includes certain "Non - GAAP financial information." A reconciliation of such information to the most directly comparable GAAP data can be found on slide 26 and 27 of this presentation. 2

Investment Opportunity Leader in Attractive Market • #1 o nline wedding property; growing baby property • Replenishing audience in an attractive demographic • Strong multi - platform brand built over 18 years Solid Financial Foundation • Diversified revenue streams • Healthy margin capability • Balanced approach to capital allocation 3 Strategic Transformation Underway • Evolving into a digital marketplace • Reinvesting in business and reinvigorating our product roadmap • Rigorous examination of underperforming/non - core businesses • Experienced management team focused on execution

XO Group at a Glance $134M $26.7M 721 #1 $ 51M 83.3% XO Group Inc. is the premier consumer internet and media company connecting couples and new parents with the content and services they need to navigate the most important years of their lives 18 years * The Bump brand represented 7 % of total revenue during 2013 ** Number of employees as of 09/30/14 7% of revenue 2013 Revenue (+4% Y/Y) 2013 Adjusted EBITDA (+5% Y/Y) Employees** Online Wedding Property with Growing Visitors Free cash flow generated over last 3 years 2013 Gross Margin (+ 80bps Y/Y) Growing Baby Property* Founded in 1996 4

Business Overview Local Online 41% National Online 20% Publishing/ Other 19% E - Commerce 14% Registry 6% 2013 Revenue by Business Line 92% 7 % 1% 2013 Revenue by Brand** * Based on Q3’14 data ; average revenue per vendor and retention rate based on a rolling 12 month basis ** Ijie revenue included as part of the knot Local Online Delivering qualified leads to local vendors; foundation for our digital marketplace strategy • ~24,300 vendors*, ~$2,500 avg*. revenue/vendor, ~77% retention* Publishing / Other Delivering award winning content and ads in local and national markets • National magazine, regional magazines & The Bump magazine; books Registry Service Affiliate partnership with top registry brands to deliver traffic • Revenue growth +27% 2013 vs. 2012; 100% gross margin Offering personalized gift and wedding items; business under strategic review • Revenue declines over the last 3 years (2011 - 2013) E - Commerce National Online Brand advertising to endemic and non - endemic advertisers • The Bump online revenue up 42% year - over - year 2013 2013 Revenue $134M +4% Y/Y 5

6.1 2.8 1.4 1.2 0.8 0.7 Does not meet minimum reporting requirements 9 Month (January – September 2014) Unique Visitors Monthly Average (in millions) with Year - Over - Year % Growth 98% - 22% - 11% - 25% 7 % 6 % 6 Source: XO Group market research; Pew Research Center/ American Community Survey (ACS) by U.S. Consensus Bureau; The Knot: # 1 in Weddings Unique Visitor Source: comScore Multi Platform Does not meet minimum reporting requirements * Includes engagement ring but does not include honeymoon

Average Monthly Unique Visitors ( in millions) Unique Visitor Source : comScore Desktop Only for 2010 – 2012 monthly average as no mobile data was available, comScore multiplatform (desktop & mobile) available for 2013 . The Bump: Growing Baby Platform 7 0.5 1.0 1.2 1.7 1.5 3.0 FY 2010 FY 2011 FY 2012 FY 2013 Sept YTD 2014 Desktop +Mobile Web Mobile Web Desktop Source: XO Group market research; United States Census Bureau; National Vital Health Statistics reports (NCHS) Growing mobile user - base dramatically expands editorial and advertisers reach Desktop Desktop Desktop Desktop Mobile Web Desktop + Mobile Web

Strategic Transformation to Accelerate Growth 8

9 Marketplace dynamics include* Big verticals being disrupted by digital marketplaces Travel Transit Restaurants Digital Marketplaces Home Design * Highlights from Bill Gurley “All markets are not created equal: 10 Factors to consider when evaluating digital marketplaces ” – abovethecrowd.com • New Experience vs. the Status Quo : Great marketplaces do not simply aggregate a market, they enhance it. • Opportunity for Technology to Add Value: The technology offering greatly enhances the user experience. • High Fragmentation: High buyer and supplier fragmentation is a positive for an online marketplace. • Friction of Supplier Sign - Up: Supplier sign up and new city launches should be relatively quick after a model has been established. • Size of Market Opportunity: Large market with high percentage of the market likely to use the online alternative. • Network Effects: Offering a better experience as the marketplace adds more participants.

Tripadvisor* Yelp* Houzz (E) Opentable* Market Cap/Valuation ($ in billions) $10.3* $4.2* $ 2 *** $2.6** *Market cap information from yahoo finance 11/5/14; ** Priceline tender offer for OpenTable , July 24, 2014 *** estimate Marketplace Successes Have Created Value 10

The Knot Marketplace Opportunity Strategic Investments/Roadmap x Robust bride data enables personalization efforts x 5M Real Wedding photos tagged to 90,000 local vendors x Add hundreds of thousands of reviews to TheKnot.com ( Q2’14 and growing beyond ) □ Improve vendor discovery & personalized results (2014 & 2015) □ Enhance actions to connect brides and vendors, e.g. request price, book tour, etc. (2015) Strategic investments will enable true marketplace connections, unleashing new vendor leads, higher vendor spend, and new revenue models Assets x TheKnot Pro app closes loop between vendors and interested brides (Q3’14) □ Grow to 200,000+ vendors by adding unpaid listings ( Q4’14) □ Expand unpaid listings information x ~24,300 paying vendors with robust profiles x Detailed analytics to show value of listing on The Knot x Award winning digital & print editorial… millions of organic visitors x Leading brand in weddings x Real Wedding photos (Two Bright Lights acquisition) x New Apps: generating 5x higher bride/vendor engagement actions vs. current website □ Full integration of Two Bright Lights (Q4’14) □ Relaunch of TheKnot.com desktop & mobile site to replicate success of apps Local vendor count as of 9/30/14 11

…vendors As of 9/30/14; Wedding vendors and spend on local services estimates based on XO Group Market Research; * www.sba.gov XO Group Paying Vendors, ~24,300* a nd total wedding spend XO Group Local Online Revenue 0.1% ~300K local wedding vendors • A wider range of services plus product enhancements that utilize embedded mobile functionally, we believe, will enable us to capture a larger share of the market. $60+ billion spent on local wedding services • XO Group local online revenue accounts for less than 0.1% of total spent on local wedding services. • US small businesses generally spend 5 - 10% of total revenue on marketing.* Digital Marketplace Creates Opportunity to Capture Larger Share of … 12

• Local online - transition to digital marketplace • The Bump online • Registry Invest in Growth • National online • Publishing Sustain Positive Momentum • Ijie - committed to exit by end of 2014 • E - Commerce - committed to exit wedding supplies fulfillment operations by end of Q1 2015 Under Review/Resolution Focus on assets with high performance and potential; Taking decisive action to address under - performing/non - core assets Asset Assessment 13

Q4 2013 Wedding Lookbook by The Knot Integrates inspiration (browsing wedding photos) with local vendor information & connection Redesigned experience – shifting from a “portal” experience to a personalized feed of relevant text, images & commercial content Enables faster, more intimate communication channel between brides and local vendors. Key features include: Trends; Customer Intelligence; Messaging ; Bride Lookup Largest wedding fashion catalog on the web; seamlessly connects brides to local vendors Delivered 1.6 MM views in 1 day B rides spent 2.9 MM* minutes inside the app during July 2014 Q1 2014 The Knot Wedding Planner Q2 2014 The Bump Pregnancy Q3 2014 The Knot Pro for Wedding Professionals First - ever iOS app exclusively for wedding professionals 2 nd Half of 2014 Q4 '14 & 1 st Half of 2015 Rebuild of TheKnot.com and TheBump.com to fully responsive design. Continued development of cutting edge data system & personalization capabilities Continued improvements & mobile app deployments for both iOS & Android • Featured as one of the Best New Apps on the front page of the Apple Store Reinvigorated Product Roadmap 14 Wedding Website & Gift Registry * Source Google Analytics – July 2014

Investment in Our Business 2014 operating expense spend of roughly $12 - $13 million above historical run rate • Organic operating expense run rate of roughly 5% at single digit revenue growth • Additional spend above historical average: • Product & Content: increase talent in engineering and product • Sales & Marketing: scale sales team • General and Administrative: transition costs, new executive team members S pend to continue into first half of 2015 * Q4’13 opex includes severance of $0.35 million, representing the severance for a former executive of the Company and foreign VAT, interest and penalties of $0.9 million. Q1’14 opex includes severance of approximately $1.4 million, representing (i) severance charges for certain executives and (ii) severance charges fo r the employees in the Los Angeles office ($70k in product and content development, $506k in sales and marketing, and $778k in general and administrative) Q3’14 opex includes a favorable adjustment related to foreign VAT, interest and penalites in general and administrative in the amount of $592k 15 ($ MM US GAAP) 2012 FY Q1 2013 Q2 2013 Q3 2013 Q4 2013* 2013 FY Q1 2014* Q2 2014 Q3 2014* Product and Content $26.2 $6.9 $7.1 $7.1 $8.8 $29.9 $ 8.9 $8.8 $8.6 y/y 8.0% 4.2% 3.8% 5.0% 46.1% 13.9% 29.1% 23.8% 20.6% Sales and Marketing 40.2 10.0 10.1 9.5 10.1 39.7 11.1 10.7 10.8 y/y 3.9% ( 10.6%) ( 1.8%) 4.7% 4.2% (1.3%) 11.4% 5.8% 13.8% General and Administrative 21.0 4.8 5.3 5.7 7.2 23.1 7.1 6.3 5.4 y/y 1.5% ( 14.5%) ( 2.5%) 5.2% 61.5% 10.0% 46.6% 20.1% (6.2%) Depreciation and Amortization 3.9 1.1 1.1 1.1 1.5 4.8 1.7 1.8 1.9 y/y (17.6%) 16.6% 23.6% 24.0% 30.9% 24.1% 52.0% 61.3% 73.8% Long - Lived Impairment Charges 1.0 - - - 1.4 1.4 - - - y/y 33.8% - - (100%) 100% 49.3% - - - Total $92.3 $ 22.8 $23.6 $ 23.5 $ 29.1 $98.9 $ 28.7 $27.7 $26.7 y/y 3.6% (6.4%) 0.7% 1.3% 36.1% 7.2% 26.2% 17.1% 13.7% Investment Mode Steady State

Investments in technology • Updating back - end legacy systems and cleansing data • Developing award winning mobile products • Improving local vendor platform and tools • Transitioning company to a digital marketplace Strategic acquisitions • Award winning mobile - first acqui - hires • Hoppit : Team behind The Knot Wedding Planner apps • Gojee : Team behind the Bump Pregnancy apps • Two Bright Lights: Largest database of real - wedding images (March 2014) • Over 3.4 million real wedding photographs; 15,000 + photographers • Images tagged with over 90,000 local vendors These investments are enabling us to create superior user experiences and mobile services that connect our members and advertising partners in a seamless and natural way Focused Product and Engineering Investments 16

Leadership Team 17 Mike Steib Chief Executive Officer • Appointed CEO of XO Group March 2014; joined July 2013 • CEO at Vente - Privee USA (2011 - 2013) • MD Emerging Platforms ; Google Inc. (2007 - 2011) • General Manager at NBC Universal • Joined XO Group in Nov. 2013 • MD at Allen & Co (2007 - 2013) • VP Business Development at Symbol Technologies ( 2003 – 2007) • Executive Director and Senior Equity Analyst at Morgan Stanley Gillian Munson Chief Financial Officer Kristin Savilia EVP Local Enterprise • Joined XO Group in July 2005 (EVP of Local Enterprise since 2010 ) • Executive Director of Bridal and Gift Registry at Linens ’n Things (1999 - 2005) • Cofounder; Returned to XO 2012 • Systems & operations consultant to the iCC division of Group Commerce (2012) • VP, General Manager of Interactive at United Media ( 2007 - 2011) Rob Fassino Chief Product Officer & Co - Founder • Chief Technology Officer since February 2008 • Cofounder and CEO of City24/7 LLC from ( 2006 – 2008), where he remains a member of the Advisory Board • Chief Technology Officer of the Interpublic Group of Companies (IPG) Nic Di Iorio Chief Technology Officer • Joined XO Group in February 2014 • Spent 12 years at Viacom Inc., in senior sales roles at Nickelodeon and MTV Networks International Jennifer Garrett EVP National Enterprise • Joined XO Group in March 2014 • CEO of Vente - Privee USA , where sales doubled in 2013 under her management • Held senior - level positions at AOL in strategy and operations, and at NBC Universal Katherine Wu Brady EVP Registry & e - Commerce • Joined XO Group in August 2014 • CMO, AOL Brand Group (June 2013 - July 2014) • VP, Marketing of Bloomberg Mobile (Feb. 2011 – June 2013) • Director, Affiliate & Advanced Product Marketing of HBO including HBO GO (June 2004 - Feb 2011) Dhanusha Sivajee EVP Marketing • XO Co - founder and Chief Content Officer • In 2008, Roney was named one of Crain’s New York “ 40 Under 40” Carley Roney Chief Content Officer & Co - Founder

□ Increased user & vendor engagement □ Forming partnerships with registry & e - commerce □ Revenue & adjusted EBITDA growth Road Signs of Success 18

Financials 19

$43.4 $49.9 $54.4 $26.6 $26.6 $27.2 $6.4 $6.2 $7.9 $25.4 $21.4 $18.4 $22.4 $25.1 $25.8 2011 Revenue 2012 Revenue 2013 Revenue Local Online National Online Registry eCommerce Publishing/Other $ 124.3 $ 129.1 $ 133.8 Solid Financial Foundation $21.4 $25.5 $ 26.7* 2011 2012 2013 $12.4 $22.5 $16.3 2011 2012 2013 *excludes incremental expenses please see non - GAAP reconciliation slide for more details 2013 FCF y/y decrease driven by an increase in capital expenditures and a lower cash flow from operations Adj. EBITDA ($MM ) Free Cash Flow (FCF) ($MM) $MM 20

Long - Term Financial Model $MM 2008 - 2013 FY 2013 Target Model Net revenue y/y growth 5% CAGR 4% Double digit growth Gross Margin % 81.0 % avg. 83.3% 90 - 95% Adj. EBITDA Margin % 17.5% avg. 20% 20% at least 21

Summary Income Statement ($M) 3 months ended 09/30/14 3 months ended 09/30/13 Revenue $35.9 $34.0 Gross Profit $31.0 $28.7 Margin 86.4% 84.5% Operating Income $4.3 $5.3 Net Income $2.1 $3.1 Wgt. Avg. FD Shares 25.7 25.9 Earnings per Share (FD) $0.08 $0.12 Q3 2014 Financial Performance 22

Balance Sheet and Capital Allocation Priorities Summary Balance Sheet ( $M) 09/30/2014 Cash & ST equivalents $85.7 Other assets 114.3 Total assets $200.0 Total debt $0 Other liabilities 38.5 Total stockholders‘ equity 161.5 Total liabilities & stockholders equity $200.0 23 • Internal investments (operating expense) - 12 - 18 month investment time frame (started Q4’13) • Strategic acquisitions and investments - Assets that accelerate marketplace transformation • Opportunistic stock buybacks - $20 million authorization; used ~$600k during the first nine months of 2014

Investment Opportunity Leader in Attractive Market • #1 o nline wedding property; growing baby property • Replenishing audience in an attractive demographic • Strong multi - platform brand built over 18 years Solid Financial Foundation • Diversified revenue streams • Healthy margin capability • Balanced approach to capital allocation 24 Strategic Transformation Underway • Evolving into a digital marketplace • Reinvesting in business and reinvigorating our product roadmap • Rigorous examination of underperforming/non - core businesses • Experienced management team focused on execution

Questions? Contact ir@xogrp.com 25

Non - GAAP Reconciliations 2011 - 2013 26

Non - GAAP Reconciliations 9/30 YTD 2014 27

EX-99.4

Exhibit 99.4

XO GROUP INC.

CORPORATE GOVERNANCE GUIDELINES

Introduction

The Board of Directors (the “Board”) of XO Group Inc. (the “Company”) has adopted the following Corporate Governance Guidelines (the “Guidelines”) to promote the effective functioning of the Board and to assist the Board in fulfilling its responsibilities. These Guidelines are intended to be a template. The Board retains the flexibility to focus on the most critical issues facing the Company on a case-by-case basis. The Guidelines are in addition to, and are not intended to change or interpret any federal or state laws or regulations applicable to the Company, including the Delaware General Corporation Law, the Certificate of Incorporation or Bylaws of the Company or any rule or regulation applicable to the Company of each stock exchange on which the Company’s shares are listed for trading or otherwise publicly quoted. These Guidelines are subject to review and modification by the Board from time to time as it deems necessary or advisable.

Director Qualifications

It is the policy of the Board that a majority of directors will not be current employees of the Company and will otherwise meet appropriate standards on independence. In determining independence, the Board will consider the definition of “independence” or “independent director” in the listing standards of each stock exchange on which the Company’s shares are listed for trading or otherwise publicly quoted, others laws and regulations applicable to the Company as well as other factors that will contribute to effective oversight and decision-making by the Board. No director will be considered “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).

Directors will be reviewed and nominated by the Nominating and Corporate Governance Committee of the Board in accordance with the charter and principles of that committee.

The Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the skills and characteristics of Board members, as well as the composition of the Board as a whole. This assessment will include reviewing the members’ qualification as independent, as well as their skills and experience in the context of the needs of the Board and shall include consideration of the diversity of the members’ skills and experience in areas that are relevant to the Company’s business and activities, including operations, finance, marketing and sales.

The Board will periodically evaluate the appropriate size of the Board and may make changes it deems appropriate. The Board believes that term or age limits are on balance not the best way to maximize the effectiveness of the Board. While terms limits would likely introduce fresh perspectives and make new viewpoints available to the Board, they may have the countervailing effect of causing the loss of the benefit gained from the contributions of directors who have developed, over time, increasing insight into the Company. As an alternative to term limits the Nominating and Corporate Governance Committee will review the appropriateness of each Board member’s continued service every three years in connection with evaluating the appropriateness of their recommendation. Likewise the Board does not believe that a mandatory retirement age is appropriate but will assess a director’s ability to continue serving on the Board every three years in connection with evaluating the appropriateness of their recommendation.

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Each Board member must ensure that other existing and anticipated future commitments do not materially interfere with the member’s service as a director. Directors are encouraged to limit the number of other boards (excluding non-profit) on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. Being particularly concerned with any potential conflicts of interests and otherwise, directors should advise the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on the board of any other company or as an executive officer of another company.

A director who changes the business or professional responsibility they held when they were elected to the Board, or whose personal circumstances have changed to the extent that it affects his or her ability to contribute to the Company’s continued development, should consult with the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee and shall tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will recommend to the Board the action, if any, to be taken with respect to the resignation. Any executive officer of the Company, who serves on the Board, shall submit his or her resignation to the Board at the time such officer ceases to be an executive officer of the Company.

Any director who has been appointed to fill a vacancy on the Board in a given year shall stand for election at the Company’s annual meeting of stockholders in the following year, irrespective of the class to which the director is appointed.

Director Nominations

Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the ability to nominate directors, directors will be nominated by the Nominating and Corporate Governance Committee consistent with criteria approved by the Board, in accordance with these Guidelines, the policies and principles in the Nominating and Corporate Governance Committee charter and the criteria set forth in Attachment A to these Guidelines. Nominees may consist of current directors whose term may expire, new director candidates identified by other directors or management or by utilizing the services of a third party search firm. The committee may take such measures that it considers appropriate in connection with the evaluation of a candidate, including candidate interviews, inquiries of the person recommending the candidate, engagement of an outside search or personnel firm to gather additional information, or reliance on the knowledge of the members of the committee, the Board or management. The committee will also review any director candidates recommended by the Company’s stockholders, provided that the stockholder recommendations are timely submitted in writing to the Company’s Secretary, along with all required documentation, in accordance with the stockholder nomination provisions of the Company’s Bylaws and under applicable rules adopted by the Securities and Exchange Commission (“SEC”) or each stock exchange on which the Company’s shares are listed for trading or otherwise publicly quoted. Any candidates properly recommended will be considered in such manner as the members of the Committee deem appropriate.

2

The Nominating and Corporate Governance Committee shall be responsible for (0 identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and (ii) recommending to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board. Director nominees shall be considered for recommendation by the Nominating and Corporate Governance Committee in accordance with these Guidelines, the policies and principles in its charter and the criteria set forth in Attachment A to these Guidelines. It is expected that the Nominating and Corporate Governance Committee will have direct input from the Chairman of the Board, the Chief Executive Officer and, if one is appointed, the Lead Director.

Director Responsibilities

The fundamental role of the directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its stockholders. In fulfilling that responsibility the directors should be able to rely on the honesty and integrity of the Company’s senior management and expert legal, accounting, financial and other advisors. All directors owe a duty of loyalty to the Company. This duty of loyalty mandates that the best interest of the Company take precedence over any interests possessed by a director. Directors are expected to adhere to the Company’s Code of Business Conduct and Ethics. The directors should have the benefit of directors’ and officers’ insurance, paid by the Company, to indemnification to the fullest extent allowed under the Company’s charter and Delaware law, and to exculpation as provided by Delaware law and the Company’s charter.

Board members are expected to rigorously prepare for, attend and participate in all Board and applicable committee meetings, and to spend the time needed and meet as often as necessary to properly discharge their obligations. Board members have an obligation to become and remain informed about the Company and its business, including:

· Principal operational and financial objectives, strategies and plans of the Company;

· Results of operations and financial condition of the Company and of significant subsidiaries and business segments;

· Relative standing of the business segments within the Company and as compared to competitors;

· Factors that determine the Company’s success; and

· Risks and problems that affect the Company’s business and prospects.

Information and data that is important to the Board’s understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors prior to the meeting. Particularly sensitive subject matters may be discussed at the meeting without advance distribution of written materials.

3

The proceedings and deliberations of the Board and its committees are to remain confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director.

Board Leadership

The Board is free to select its Chairman of the Board and the Company’s Chief Executive Officer (“CEO”) in a manner it considers to be in the best interests of the Company at the time of selection. The positions of Chairman of the Board and CEO may be filled by one individual or by two different individuals. However, when the Chairman of the Board also serves as the CEO, or is not otherwise an independent director, the Board may designate an independent director to act as a Lead Independent Director. The Lead Independent Director is responsible for coordinating the activities of the independent directors and shall have the authority to call meetings of such independent directors. The specific responsibilities of the Lead Independent Director shall include the following:

· Call executive sessions of the independent directors;

· Chair executive sessions of the independent directors;

· Consult with the CEO and Chairman as to an appropriate schedule of Board meetings, seeking to ensure that there is sufficient time for discussion of all agenda items and that independent directors can perform their duties responsibly while not interfering with the flow of Company operations, and approve final schedules;

· Provide the CEO and Chairman with input as to the preparation of the agendas for the Board, including to ensure there is sufficient time for discussion of all agenda items, and approve final meeting agendas;

· Consult with the CEO and Chairman as to the quality, quantity and timeliness of the flow of information from Company management that is necessary for the independent directors to effectively and responsibly perform their duties and approve final meeting materials;

· Preside at all meetings of the Board at which the Chairman is not present;

· Consult with the CEO and Chairman regarding the retention of consultants who report directly to the Board;

· Coordinate and develop the agenda for and moderate executive sessions of the Board’s independent directors;

· Act as principal liaison between the independent directors and the CEO and Chairman; and

· Be available to consult and communicate with major stockholders, as applicable.

4

Subject to the input of the Lead Independent Director, the CEO will have primary responsibility for preparing the agenda for each Board meeting and arranging for it to be sent in advance of the meeting to directors along with appropriate written information and background materials so that Board meeting time may be conserved and discussion time focused on questions that the Board has about the materials. Each Board committee, and each individual director, is encouraged to suggest items for inclusion on the agenda. The Board will review the Company’s long-term strategic plans during at least one Board meeting each year.

Executive Sessions

The independent directors shall hold regular executive sessions at which management, including the CEO, is not present. These sessions may be scheduled in connection with regularly scheduled meetings or at other times and shall occur at least semi-annually. The Lead Independent Director, if one has been designated, shall preside over such sessions.

Board Committees

The Board currently maintains three committees: Audit, Compensation and Nominating and Corporate Governance. From time to time, the Board may establish a new committee or disband a current committee depending on circumstances. The full authority and responsibilities of each committee is fixed by resolution of the full Board and the committee’s charter, if any. Committee charters for the standing committees are available on the Company’s corporate website at www.xogroupinc.com in the “Investor Relations” section, and a brief description of the committee functions shall be available in the Company’s annual proxy statement.

All standing Board committees shall be chaired by independent directors. The Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee shall be composed entirely of independent directors, which directors shall also meet applicable criteria for independence under stock exchange, the SEC and/or tax rules applicable to such committees. In addition, the Audit Committee shall be composed of independent directors that possess such accounting and financial expertise as required by the SEC or each stock exchange on which the Company’s shares are listed for trading or otherwise publicly quoted.

The Nominating and Corporate Governance Committee shall be responsible, after consultation with the Chairman of the Board and the CEO (or the Chairman of the Board and the and the Lead Independent Director if one has been appointed), for making recommendations to the Board with respect to the assignment of Board members to various committees. After reviewing the Nominating and Corporate Governance Committee’s recommendations, the Board shall be responsible for appointing the Chairs and members to the committees on an annual basis.

The Nominating and Corporate Governance Committee shall review committee assignments from time to time and shall consider the rotation of Chairs and members with a view toward balancing the benefits derived from the diversity of experience and viewpoints of the various directors.

Each committee will meet as often as may be deemed necessary or appropriate, in its judgment, either in person or telephonically, and at such times and places as the committee shall determine. Each committee shall give a periodic report of its activities to the Board.

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Director Access to Management and Advisors

Board members are encouraged to contact members of management in order to become and remain informed about the Company’s business and for such other purposes as may be helpful to the Board in fulfilling its responsibilities. It is assumed that Board members will use sound business judgment to ensure that this contact does not interfere with the business operations of the Company. The Board encourages management to, from time to time, bring managers into Board meetings who can provide additional insight into the matters being discussed and to provide such managers exposure to the Board.

The Board has complete authority to retain and terminate such independent consultants, counselors or advisors to the Board as it shall deem necessary or appropriate, at the expense of the Company, including determining the fees and other terms of such retentions or terminations.

Director Attendance at Annual Meeting of Stockholders

The Board believes that it is desirable for its directors to attend the annual meeting of stockholders. The Company will make every effort to schedule its annual meeting of stockholders at a time and date to maximize attendance by directors taking into account the directors’ schedules. All directors are strongly encouraged to make every effort to attend the Company’s annual meeting of stockholders absent an unavoidable and irreconcilable conflict.

Communications with Directors

It is the responsibility of the of the Company’s executive management to speak for the Company with the press and other outside parties. Each director should refer inquiries from institutional investors, analysts, the press or customers to the executive management or the authorized spokespersons of the Company. Individual Board members may occasionally meet or otherwise communicate with various constituencies that are involved with the Company, but it is expected that Board members would do this with the knowledge of management and, in most instances, absent unusual circumstances or as contemplated by the committee charters, at the request of management.

Stockholders may communicate with any and all directors by writing to them, addressed to the care of the Company’s secretary at the address published in the Company’s annual proxy statement or on the corporate website.

Communications received in writing will be collected, organized and processed by the Secretary, who will distribute the communications to members of the Board as appropriate depending on the facts and circumstances outlined in the communication received. Comments or questions regarding the Company’s accounting, internal controls or auditing matters will generally be referred to the Chair of the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will generally be referred to the Chair of the Nominating and Corporate Governance Committee.

CEO Evaluation; Succession Planning

The Compensation Committee conducts a review at least annually of the performance of the CEO. The Compensation Committee shall establish the evaluation process and determine the specific criteria on which the performance of the CEO is evaluated. The results of the review and evaluation shall be communicated to the CEO by the Chairman of the Board (or by the Lead Independent Director, if one has been appointed), and the Chair of the Compensation Committee. The CEO reviews succession planning and management development with the Board on an annual basis.

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Director Compensation

The Company’s executive officers shall not receive additional compensation for their service as directors. Compensation for non-employee directors should allow the Company to recruit and retain qualified directors with the background and skills necessary for membership on the Company’s Board. It is the general policy of the Board that Board compensation should be a mix of cash and equity-based compensation. The Board, through the Compensation Committee, will review, with the assistance or management or outside consultants if desired, appropriate compensation policies for the directors serving on the Board and its committees, taking into account board compensation practices of other public companies, contributions to Board functions, service as committee chairs, and other appropriate factors.

Board and Committee Evaluation

The Board shall conduct a self-evaluation from time to time, and at least annually, of its performance and the performance of individual directors. The evaluation may utilize an oral or written assessment questionnaire developed by the Nominating and Corporate Governance Committee. The individual assessments will be summarized and reported for discussion to the full Board. The Nominating and Corporate Governance Committee is responsible for establishing the evaluation criteria and overseeing the evaluations. Each committee shall also evaluate its performance periodically and such evaluation should compare the performance of the committee with the requirements of its written charter form time to time.

Director Orientation and Continuing Education

In connection with the appointment of new members to the Board, management shall provide new Board members with director orientation materials, including presentations from senior executives and Company policies. Each director is expected to participate in continuing education programs in order to maintain the necessary level of expertise to perform his or her responsibilities.

Director Stock Ownership Policy

The Board believes it is desirable for each director to have a financial stake in the Company to help further align the director’s interests with the long-term interests of the Company and its stockholders. Accordingly, on August 15, 2014, the Board approved a policy establishing stock ownership guidelines for directors of the Board (the “Director Stock Ownership Policy”). The current Director Stock Ownership Policy requires that each director of the Company beneficially own at least 10,000 shares of the Company’s Common Stock, with each director having up to three years from the later of August 15, 2014 and the date he or she first becomes a member of the Board to meet and maintain this ownership requirement. The Board shall periodically review this Director Stock Ownership Policy and consider whether modifications are appropriate.

Date Last Revised: November 4, 2014

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ATTACHMENT A TO CORPORATE GOVERNANCE GUIDELINES

Criteria for Nomination as a Director

General Criteria

1.           Nominees should have a reputation for integrity, honesty and adherence to high ethical standards.

2.           Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company.

3.           Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees.

4.           Nominees should have the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders.

5.           Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director.

Application of Criteria to Existing Directors

The renomination of existing directors should not be viewed as automatic, but should be based on continuing qualification under the criteria set forth above. In addition, the Nominating and Corporate Governance Committee shall consider the existing directors’ performance on the Board and any committee, which shall include consideration of the extent to which the directors undertook continuing director education.

Criteria for Composition of the Board

The backgrounds and qualifications of the directors considered as a group should provide a significant breadth of experience, knowledge and abilities that shall assist the Board in fulfilling its responsibilities.

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