UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________________
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 7, 2023, the Board of Directors (the “Board of Directors”) of Match Group, Inc. (the “Company”) approved an amendment and restatement of the Company’s third amended and restated by-laws (the “Fourth Amended and Restated By-Laws”), which became effective as of December 7, 2023. The amendments revise and clarify the procedural and disclosure requirements related to the right of stockholders to propose business or make nominations at the Company’s annual or special meetings. The Amendments also include updates to conform to the Delaware General Corporation Law.
As to stockholder notification of director nominations and proposals of business, the Amendments:
| • | Clarify certain procedural requirements related to the form of the delivery of notices and the number of nominees that stockholders may nominate for election; |
| • | Enhance the disclosure requirements to include additional information regarding the stockholder making the director nomination(s), the director nominee(s), and their associates and affiliates and that the information is updated and supplemented to be accurate and timely; and |
| • | Require that the stockholder making the director nomination(s), pursuant to Rule 14a-19, provide a representation regarding whether such shareholder intends to solicit the holders of shares of the Company’s common stock representing at least 67% of the voting power of the shares entitled to vote on the election of directors and provide reasonable evidence of compliance with the rules. |
In addition, the Amendments updated the majority voting standard for director elections and the sections related to Board composition, procedure and compensation, and make various non-substantive updates and ministerial and conforming changes.
The foregoing description of the Fourth Amended and Restated By-Laws is not intended to be complete and is qualified in its entirety by reference to the Fourth Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.2.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| 3.2 | Fourth Amended and Restated By-Laws of Match Group, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| MATCH GROUP, INC. | ||
| By: | /s/ Jared F. Sine | |
| Name: Jared F. Sine | ||
| Title: Chief Business Affairs and Legal Officer and Secretary | ||
Date: December 12, 2023