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): May 30, 2018

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))

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; Compensatory Arrangements of Certain Officers.

(b)

Effective June 1, 2018, Chairman David Liu and Director Elizabeth Schimel resigned from the Company’s Board of Directors and its committees. Mr. Liu had served as a member of the Company’s Board of Directors since 1996 and as Chairman of the Board. Ms. Schimel had served as a member of the Board of Directors since November 2014 and a member of the Audit Committee. The resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

(d)

Effective June 1, 2018, the Board filled the vacancy created by the resignation of Ms. Schimel by appointing Jan Hier-King to the Board. Ms. Hier-King will be a Class III director, which means that she will stand for election at the Company’s 2020 Annual Meeting of Stockholders. Ms. Hier-King has also agreed to stand for election at the Company’s 2019 Annual Meeting of Stockholders in accordance with the Company’s Corporate Governance Guidelines which require any director who has been appointed to fill a vacancy on the Board in a given year to 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.

As part of Ms Hier-King’s appointment, she has also agreed to tender her conditional resignation from the Board in the event the ‘withheld’ votes for her re-election outnumber the ‘for’ votes at any uncontested annual meeting of stockholders in accordance with the Company’s Corporate Governance Guidelines. Ms. Hier-King was also named to the Audit Committee of the Board.

Ms. Hier-King spent a majority of her career at Charles Schwab, holding several positions over her 17 year tenure including Executive Vice President Human Resources, Executive Vice President Operational Services and Chief Information Officer. She is currently the cofounder and CTO of Bicycle Financial, a start-up focused on personal finance solutions. She also serves as a non-executive board member of Mphasis, a leading IT solutions provider based in Bangalore, India.

Ms. Hier-King will participate in director compensation arrangements applicable to non-employee directors.

The Company entered into its standard form indemnification agreement with Ms. Hier-King, 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. Hier-King 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. Hier-King and other persons pursuant to which Ms. Hier-King was selected as a director.

On June 1, 2018, the Company issued a press release announcing the Board’s appointment of Ms. Hier-King. A copy of the Company’s press release is attached as Exhibit 99.1 hereto, and is incorporated by reference into this report.

Item 8.01 Other Events.

Effective June 1, 2018, Michael Zeisser, a current member of the Board and the Board’s Lead Independent Director, was named to serve as the Chairman of the Board, filling the vacancy created by the resignation of David Liu from the Board. In addition, Jan Hier-King was named to serve on the Audit Committee, filling the vacancy on that committee created by the resignation of Elizabeth Schimel from the Board.

Item 9.01. Exhibits.

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

99.1 Press Release dated June 1, 2018.

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: June 1, 2018	By:	/s/ GILLIAN MUNSON
		Gillian Munson
		Chief Financial Officer

EXHIBIT INDEX

99.1 Press Release dated June 1, 2018.

EX-99.1

Exhibit 99.1

XO Group Announces Board of Directors Changes

NEW YORK, NY, June 1, 2018 – XO Group Inc. (NYSE: XOXO, www.xogroupinc.com) today announced the election of Michael Zeisser, current Lead Independent Director of XO Group, as Chairman of the Board, replacing XO Group cofounder David Liu who is stepping down. XO Group also announced the appointment of Jan Hier-King, cofounder and CTO of Bicycle Financial, to the company’s board of directors as an independent director who will serve on the board’s Audit Committee. Ms. Hier-King will be filling the vacancy created by the departure of Elizabeth Schimel who is also stepping down from the board. With this transition, the board will consist of seven directors, six of whom are independent.

Mr. Zeisser has served as an XO Group director since July 2013 and was elected by the independent directors of the company’s Board of Directors in May 2014 to serve as the Lead Independent Director. Mr. Zeisser is the former Chairman, U.S. Investments, for Alibaba Group, one of the largest internet companies in the world.

Ms. Hier-King spent a majority of her career at Charles Schwab, holding several positions over her 17 year tenure including Executive Vice President Human Resources, Executive Vice President Operational Services and Chief Information Officer. She is currently the cofounder and CTO of Bicycle Financial, a start-up focused on personal finance solutions. She also serves as a non-executive board member of Mphasis, a leading IT solutions provider based in Bangalore, India.

Mr. Liu cofounded The Knot Inc. in 1996 with Carley Roney and served as Chief Executive Officer of The Knot/XO Group Inc. from inception through March 2014, and has served as Chairman from inception through May 2018.

“On behalf of all of XO Group, I want to thank our cofounder, David, for his vision, tenacity, and leadership, without which we would not be here today leading this wonderful industry,” said Mike Steib, CEO of XO Group. “Our board is in great hands as Michael Zeisser transitions from Lead Independent Director to Chairman, and I’m thrilled to welcome Jan Hier-King whose operational expertise and enterprise technology experience will be invaluable to the success of XO Group and our stockholders.”

“It is an honor to be entrusted with the privilege and responsibility to succeed David as Chairman of XO Group. Carley and David have made a difference in the lives of millions of couples,” said Mr. Zeisser. “The board of directors will continue to steward their vision, and reaffirms its commitment to strong corporate governance and long-term value creation for the owners of the company.”

“I have had the good fortune and privilege over the past 22 years to have worked with the smartest, most creative and hard-working group of individuals. Their commitment and belief in our mission to obsessively serve every need of our couples and new parents is why we were able to create one of the most beloved and enduring consumer brands. I am grateful for their dedication and inspired by their humility.” said Mr. Liu. “I’d like to thank Liz for her wise counsel and support over the years and I’d like to welcome Jan to the XO Group family. Finally I’d like to congratulate Michael Zeisser on succeeding me as Chairman, he has been a trusted partner and friend. His steady hand as our lead independent director gives me confidence that the company will continue to strive to fulfill its mission.”

About XO Group Inc.

XO Group Inc.’s (NYSE: XOXO; xogroupinc.com) mission is to help people navigate and truly enjoy life’s biggest moments together. Our multi-platform brands guide couples through transformative life stages - from getting married with The Knot, to having a baby with The Bump, and helping bring important celebrations to life with entertainment vendors from GigMasters. The Company is publicly listed on the New York Stock Exchange (NYSE: 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.

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Contact:

Melissa Bach

Director, Public Relations and Brand Marketing

(212) 515-3594

mbach@xogrp.com

Ivan Marmolejos

Director, Investor Relations and Corporate Development

(212) 219-8555 x1004

IR@xogrp.com