Independent
Tenure on this board
4.5 yrs
3 nominees · 3 ballot items.
Elect three Class II directors; approve amendment and restatement of the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan (adding shares and other changes); and ratify Ernst & Young LLP as Angi’s independent registered public accounting firm for 2026.
Elect three Class II directors (Sandra Buchanan, Thomas C. Pickett Jr., and Glenn H. Schiffman) each to hold office until the 2029 annual meeting of stockholders.
Approve amendment and restatement of the 2017 Stock and Annual Incentive Plan to, among other changes, increase the share reserve by 2,400,000 shares and adopt other plan changes (minimum vesting, director compensation limit, no liberal recycling for options/SARs, change-in-control PSU treatment, dividend limitations, term extension, and removal of IAC-related provisions).
This management proposal asks stockholders to approve an amendment and restatement of Angi’s 2017 Stock and Annual Incentive Plan that would increase the share reserve by 2,400,000 shares and incorporate multiple governance and technical changes. Management frames the increase as necessary to provide equity awards that attract, retain and motivate employees, officers, directors and consultants and to align their interests with long‑term stockholder value; the board notes historical grant levels and expects the added shares would cover roughly one to two years of awards under current practices. Key governance changes include a one‑year minimum vesting requirement (with limited exceptions), a $1.5 million per‑year cap on aggregate cash and equity compensation to any non‑employee director, and an explicit prohibition on “liberal” share recycling for options and SARs (shares used to pay exercise price, tax withholding, or repurchased with proceeds are not added back to the reserve). The amendment also clarifies default PSU treatment on a change in control (vesting at the greater of actual or target for certain post‑change‑in‑control terminations), limits dividends on unvested awards to mirror vesting schedule, extends the plan term by ten years (to 2036), and removes legacy IAC-related provisions following the Spin‑Off. From a governance perspective, the minimum vesting and the non‑recycling provisions are shareholder‑friendly features that reduce dilution and short‑term award recycling, while the share increase and extended term raise the prospect of dilution that investors should weigh against retention and recruiting needs. Management supports the proposal because equity is stated to be critical to Angi’s compensation philosophy and the board believes the requested reserve is reasonable based on recent grant volumes (e.g., roughly 3.2M shares in 2025 adjusted for the reverse split) and projected needs. The proposal requires a simple majority of votes present and entitled to vote, and the board recommends a FOR vote, emphasizing alignment with stockholder interests and the company’s pay‑for‑performance framework. Analysts should evaluate the incremental dilution versus the company’s equity run‑rate, the strength of the new anti‑recycling and minimum vesting protections, the director compensation cap, and the potential change‑in‑control outcomes for PSUs when assessing shareholder economic impact and governance quality.
Ratify the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Pale Fire Capital SE | 9.7% | 3,930,416 | $27M |
| 2 | D. E. Shaw Co., Inc.Activist | 4.1% | 1,638,847 | $11M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.0% | 1,616,326 | $11M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 1,500,748 | $10M |
| 5 | BlackRock, Inc. | 3.6% | 1,466,572 | $10M |
| 6 | Western Standard LLC | 3.0% | 1,213,557 | $8M |
| 7 | Cerity Partners LLC | 2.8% | 1,147,563 | $8M |
| 8 | BlackRock, Inc. | 2.7% | 1,073,830 | $7M |
| 9 | GOLDMAN SACHS GROUP INC | 2.6% | 1,053,986 | $7M |
| 10 | Soapstone Management L.P. | 2.5% | 1,000,000 | $7M |
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