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  4. [8-K] Match Group, Inc. Reports Material Event

Match Group (MTCH) investors reject 2025 pay but back new stock plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Match Group, Inc. reported results from its June 16, 2026 annual stockholder meeting. Stockholders approved the Second Amended and Restated 2024 Stock and Annual Incentive Plan, which increases the shares of common stock available for issuance by 6,250,000 and extends the plan term to the tenth anniversary of the 2026 Annual Meeting.

Four directors were elected for one-year terms, with between 164.6 million and 197.7 million votes cast in favor of each nominee. Stockholders, on an advisory basis, did not approve executive compensation for 2025, with 114.0 million votes against and 85.3 million in favor. They ratified Ernst & Young LLP as independent auditor for 2026 with 199.8 million votes in favor. A total of 208,651,116 shares were represented in person or by proxy.

Positive

  • None.

Negative

  • Advisory say-on-pay vote failed, with 114,012,022 votes against and 85,252,504 in favor of 2025 executive compensation, indicating significant stockholder dissatisfaction with the company’s pay practices.

Insights

Advisory pay vote failed while equity plan and all director nominees passed.

Stockholders approved the Second Amended and Restated 2024 Stock and Annual Incentive Plan, adding 6,250,000 shares for equity awards and extending the plan’s life to the tenth anniversary of the 2026 Annual Meeting. This maintains the company’s ability to grant stock-based compensation.

However, the advisory vote on 2025 executive compensation did not pass, with 114,012,022 votes against and 85,252,504 in favor, plus broker non-votes. A failed say-on-pay vote is a notable governance signal that may prompt the board to review pay structure, disclosure, or alignment with performance.

All four director nominees were re-elected with substantial support and Ernst & Young LLP was ratified as auditor for 2026, suggesting broader confidence in oversight and financial reporting despite concerns specifically about executive pay practices expressed in the advisory vote.

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.
Shares represented at meeting 208,651,116 shares Shares of common stock present in person or by proxy at June 16, 2026 annual meeting
Equity plan share increase 6,250,000 shares Additional common shares available under Second Amended and Restated 2024 Stock and Annual Incentive Plan
Say-on-pay votes against 114,012,022 votes Votes cast against advisory approval of 2025 executive compensation
Say-on-pay votes in favor 85,252,504 votes Votes cast in favor of advisory approval of 2025 executive compensation
Stock plan approval votes 133,116,903 votes Votes cast in favor of Second Amended and Restated 2024 Stock and Annual Incentive Plan
Auditor ratification votes in favor 199,786,113 votes Votes supporting ratification of Ernst & Young LLP as 2026 auditor
Second Amended and Restated 2024 Stock and Annual Incentive Plan financial
"stockholders approved the Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive Plan."
broker non-votes financial
"there were 9,293,455 broker non-votes with respect to the Say on Pay Proposal."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Say on Pay Proposal financial
"The Say on Pay Proposal—stockholders did not approve, on an advisory basis, the compensation paid"
independent registered public accounting firm financial
"ratified the appointment of Ernst & Young LLP as Match Group'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.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0000891103false00008911032026-06-162026-06-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 16, 2026

MATCH GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3414859-2712887
(State or other jurisdiction
of incorporation) 		(Commission
File Number)		(IRS Employer
Identification No.)

8750 North Central Expressway, Suite 1400
Dallas, TX 75231
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 576-9352
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 (see General Instruction A.2. below):
☐ 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 classTrading SymbolName of exchange on which registered
Common Stock, par value $0.001MTCHThe 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-2of 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 described in Item 5.07 below, on June 16, 2026, at the annual meeting of the stockholders (the “2026 Annual Meeting”) of Match Group, Inc. (hereinafter referred to as “Match Group” or the “Company”), the Company’s stockholders approved an amendment and restatement of the Match Group, Inc. Amended and Restated 2024 Stock and Annual Incentive Plan (as amended and restated, the “Second Amended and Restated 2024 Stock Plan”). The amendment and restatement increased the number of shares of common stock available for issuance under the Second Amended and Restated 2024 Stock Plan by 6,250,000 shares and extended the term of the Second Amended and Restated 2024 Stock Plan to the tenth anniversary of the 2026 Annual Meeting.
A summary of the terms of the Second Amended and Restated 2024 Stock Plan is set forth under Proposal 3 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026. That summary of the Second Amended and Restated 2024 Stock Plan is qualified in its entirety by reference to the Second Amended and Restated 2024 Stock Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
On June 16, 2026, Match Group held its annual meeting of stockholders. Stockholders present in person or by proxy, representing 208,651,116 shares of Match Group common stock, voted on the following matters:
1. Election of Directors—stockholders elected the following four directors of Match Group, each to hold office for a one-year term ending on the date of the annual meeting of Match Group's stockholders in 2027 or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from the Board of Directors of Match Group). Stockholders eligible to vote voted as follows:    
Number of Votes Cast in FavorNumber of Votes Cast AgainstNumber of Votes Abstaining
Manuel Bronstein197,705,763494,5321,157,366
Laura Rachel Jones196,362,2512,945,97949,431
Ann L. McDaniel164,627,55434,663,09967,008
Thomas J. McInerney192,619,8306,649,64888,183
In addition to the votes cast and abstentions for each director nominee described above, there were 9,293,455 broker non-votes with respect to each director nominee.
2. The Say on Pay Proposal—stockholders did not approve, on an advisory basis, the compensation paid to Match Group’s named executive officers for the fiscal year ended December 31, 2025. Stockholders eligible to vote voted as follows:
Number of Votes Cast in FavorNumber of Votes Cast AgainstNumber of Votes Abstaining
85,252,504114,012,02293,135


In addition to the votes cast and abstentions described above, there were 9,293,455 broker non-votes with respect to the Say on Pay Proposal.
3. The Second Amended and Restated 2024 Stock and Annual Incentive Plan—stockholders approved the Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive Plan. Stockholders eligible to vote voted as follows:
Number of Votes Cast in FavorNumber of Votes Cast AgainstNumber of Votes Abstaining
133,116,90366,173,39867,360
In addition to the votes cast and abstentions described above, there were 9,293,455 broker non-votes with respect to the Second Amended and Restated 2024 Stock and Annual Incentive Plan.
4. The Auditor Ratification Proposal—stockholders ratified the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2026 fiscal year. Stockholders eligible to vote voted as follows:
Number of Votes Cast in FavorNumber of Votes Cast AgainstNumber of Votes Abstaining
199,786,1138,768,63496,369
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive Plan
104Inline XBRL for the cover page of this Current Report on Form 8-K


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/ Sean Edgett
Sean Edgett
Chief Legal Officer and Secretary

Date: June 18, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Match Group (MTCH) stockholders approve at the 2026 annual meeting?

Stockholders approved the Second Amended and Restated 2024 Stock and Annual Incentive Plan and ratified Ernst & Young LLP as independent auditor for 2026, while also electing four directors to one-year terms ending at the 2027 annual meeting.

How many additional shares did Match Group add to its 2024 Stock Plan?

The Second Amended and Restated 2024 Stock and Annual Incentive Plan increases the number of Match Group common shares available for issuance by 6,250,000 shares and extends the plan’s term to the tenth anniversary of the 2026 Annual Meeting of stockholders.

Did Match Group (MTCH) stockholders approve executive compensation in 2026?

No. Stockholders did not approve, on an advisory basis, compensation for named executive officers for 2025, with 114,012,022 votes against, 85,252,504 in favor and 93,135 abstentions, plus 9,293,455 broker non-votes recorded on the say-on-pay proposal.

Which directors were elected at Match Group’s 2026 annual meeting and with what support?

Manuel Bronstein, Laura Rachel Jones, Ann L. McDaniel and Thomas J. McInerney were elected to one-year terms. Favorable votes ranged from 164,627,554 for Ann L. McDaniel to 197,705,763 for Manuel Bronstein, with additional broker non-votes for each nominee.

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

Stockholders ratified Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2026 fiscal year, with 199,786,113 votes cast in favor, 8,768,634 against and 96,369 abstaining on the auditor ratification proposal.

How many Match Group shares were represented at the 2026 annual meeting?

Stockholders present in person or by proxy represented 208,651,116 shares of Match Group common stock at the June 16, 2026 annual meeting, forming the voting base for director elections and proposals including say-on-pay, the stock plan and auditor ratification.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents