Angi (NASDAQ: ANGI) expands 2017 stock plan and re-elects Class II directors

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Angi Inc. reported results from its annual stockholder meeting and changes to its long-term incentive plan. Stockholders approved an amended and restated 2017 Stock and Annual Incentive Plan, increasing the shares of Class A common stock available under the plan by 2,400,000 shares and extending its term to 2036.

The revised plan adds a minimum vesting requirement, caps annual compensation for non-employee directors, tightens share recycling rules, limits dividends and dividend equivalents, and clarifies treatment of performance stock units upon a change in control. Three Class II directors were re-elected, and Ernst & Young LLP was ratified as independent auditor for the 2026 fiscal year.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Plan share increase: 2,400,000 shares Shares outstanding: 40,522,947 shares Plan term extension: to 2036 +5 more

8 metrics

Plan share increase 2,400,000 shares Additional Angi Class A shares issuable under 2017 Stock Plan

Shares outstanding 40,522,947 shares Class A common stock outstanding and entitled to vote as of April 14, 2026

Plan term extension to 2036 2017 Stock Plan term extended by 10 years

Stock plan approval votes for 27,395,763 votes Votes in favor of amended 2017 Stock Plan

Stock plan votes against 1,133,031 votes Votes against amended 2017 Stock Plan

Auditor ratification votes for 32,462,993 votes In favor of Ernst & Young LLP as 2026 auditor

Buchanan votes for 24,234,693 votes For election of director Sandra Buchanan

Pickett Jr. votes for 27,635,782 votes For election of director Thomas C. Pickett Jr.

Key Terms

2017 Stock Plan, minimum vesting requirement, share recycling, change in control, +2 more

6 terms

2017 Stock Plan financial

"approved the amendment and restatement of the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan (as so amended and restated, the “2017 Stock Plan”)."

minimum vesting requirement financial

"add a minimum vesting requirement; include a limitation on the amount of compensation payable"

change in control financial

"add a default treatment of performance stock units in connection with a change in control; limit dividend"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

broker non-vote regulatory

"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE 27,395,763 | 1,133,031 | 207,849 | 4,329,130"

independent registered public accounting firm financial

"ratify the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for the 2026 fiscal year."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

06/12/2026 - 04:03 PM

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): June 10, 2026

Angi Inc.

(Exact name of registrant as specified in charter)

Delaware

001-38220

82-1204801

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


3601 Walnut Street,	Suite 700
Denver,	CO	80205
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 963-7200

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001	ANGI	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As reported below in Item 5.07, on June 10, 2026, the stockholders of Angi Inc. (“Angi” or the “Company”) approved the amendment and restatement of the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan (as so amended and restated, the “2017 Stock Plan”).

The principal changes to the 2017 Stock Plan are to: increase the aggregate number of shares of Angi Class A common stock issuable thereunder by 2,400,000 shares; add a minimum vesting requirement; include a limitation on the amount of compensation payable to non-employee directors each year; provide for additional limits on share recycling; add a default treatment of performance stock units in connection with a change in control; limit dividend and dividend equivalents; and extend the term of the 2017 Stock Plan by an additional 10 years (to 2036). The 2017 Stock Plan also reflects changes due to the reverse stock split and spin-off from IAC Inc. in 2025, as well as certain other administrative and clarifying changes.

A description of the 2017 Stock Plan was included in the Company’s definitive proxy statement for its annual meeting of stockholders filed on April 28, 2026. A copy of the 2017 Stock Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 10, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company voted on the proposals set forth below. These proposals are described in detail in the Company’s definitive proxy statement related to the Annual Meeting filed on April 28, 2026 with the U.S. Securities and Exchange Commission. The final voting results on each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.

As of the close of business on April 14, 2026, the record date for the Annual Meeting, there were 40,522,947 shares of Angi Class A common stock outstanding and entitled to vote.

1.        A proposal to elect three Class II members of the Angi board of directors, each to hold office until the 2029 annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Angi board of directors). The stockholders elected each of the nominees to the Angi board of directors on the basis of the following voting results:


	FOR	WITHHOLD	BROKER NON-VOTE
Sandra Buchanan	24,234,693	4,501,950	4,329,130
Thomas C. Pickett Jr.	27,635,782	1,100,861	4,329,130
Glenn H. Schiffman	20,722,477	8,014,166	4,329,130

2.        A proposal to approve the 2017 Stock Plan. This proposal was approved by the stockholders on the basis of the following voting results:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
27,395,763	1,133,031	207,849	4,329,130

3.        A proposal to ratify the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for the 2026 fiscal year. This proposal was approved by the stockholders on the basis of the following voting results:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
32,462,993	469,719	133,061	0

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number			Description
10.1			Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 filed on June 10, 2026).
104			Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ANGI INC.

	By:	/s/ Shannon M. Shaw
	Name:	Shannon M. Shaw
	Title:	Chief Legal Officer
Date: June 12, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Angi (ANGI) stockholders approve regarding the 2017 Stock Plan?

Stockholders approved an amended and restated 2017 Stock and Annual Incentive Plan. The plan increases available Angi Class A shares by 2,400,000, adds a minimum vesting requirement, tightens share recycling, limits dividends, and extends the plan term to 2036 with updated governance features.

How many Angi (ANGI) shares were outstanding and entitled to vote at the 2026 annual meeting?

There were 40,522,947 shares of Angi Class A common stock outstanding and entitled to vote as of April 14, 2026. This record date share count set the base for quorum and voting power at the June 10, 2026 annual meeting.

Which directors were elected at Angi’s 2026 annual stockholder meeting?

Stockholders elected three Class II directors: Sandra Buchanan, Thomas C. Pickett Jr., and Glenn H. Schiffman. Each will serve until the 2029 annual meeting, or earlier resignation or removal, in line with Angi’s classified board structure outlined in the meeting materials.

What were the voting results for Angi’s 2017 Stock Plan approval?

The amended 2017 Stock Plan received 27,395,763 votes for, 1,133,031 against, and 207,849 abstentions, with 4,329,130 broker non-votes. These totals show clear stockholder support for increasing share reserves and updating incentive plan terms and governance limits.

Who is Angi’s independent auditor for the 2026 fiscal year?

Ernst & Young LLP was ratified as Angi’s independent registered public accounting firm for the 2026 fiscal year. The ratification vote totaled 32,462,993 for, 469,719 against, and 133,061 abstentions, with no broker non-votes recorded on this proposal.

How did stockholders vote on Angi’s Class II director nominees?

For Class II seats, Sandra Buchanan received 24,234,693 for and 4,501,950 withhold votes, Thomas C. Pickett Jr. received 27,635,782 for and 1,100,861 withhold votes, and Glenn H. Schiffman received 20,722,477 for and 8,014,166 withhold votes, plus 4,329,130 broker non-votes each.

Filing Exhibits & Attachments

3 documents