Match Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four directors (Manuel Bronstein, Laura Rachel Jones, Ann L. McDaniel, and Thomas J. McInerney) each to hold office for one-year terms until the 2027 annual meeting.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers for 2025 as disclosed in the proxy statement.

   More detail

   This advisory "say-on-pay" proposal asks stockholders to approve, on a non-binding basis, the overall compensation paid to Match Group’s named executive officers for 2025 as disclosed in the proxy statement. Management frames the program as pay-for-performance with a mix of short-term cash bonuses and long-term equity (RSUs and PSUs) intended to align executive incentives with stockholder interests; the proposal follows a year of leadership transition including the hiring of a new CEO who received significant new-hire equity awards. Although advisory and not binding, the Board and Compensation and Human Resources Committee emphasize that they value stockholder feedback and will consider the vote when setting future compensation. Key features that may concern investors include large new-hire awards (including a $30M value-creation award for the CEO with stock-price hurdles) and a high proportion of pay delivered as equity, which increases alignment but concentrates pay sensitivity to TSR and stock price. Management defends the program as necessary to attract and retain technical and product talent in competitive markets (notably engineering and AI hires) and as structured with performance conditions, vesting, and several governance safeguards (clawback policy, no evergreen provision, no repricing without stockholder approval, and post-exercise holding period for the CEO). The proposal is presented following a strong prior say-on-pay vote and in a context where most awards are performance-based or time‑vested and the Board reports continuing stockholder engagement. For an advanced evaluator, the tradeoffs to weigh include whether the size and structure of the new‑hire packages appropriately balance retention and value creation versus potential dilution and concentrated upside; how the relative-TSR design and absolute stock-price hurdles interact with market cycles; and whether the Company’s disclosed metrics and governance controls sufficiently mitigate risk of misaligned incentives. The Board recommends a vote FOR the proposal, arguing that the program is fair, appropriately rigorous, and aligned with long-term stockholder value creation. Because the vote is advisory, its primary practical effect is reputational and informative to the Board — a strong negative result could prompt program redesign, while a strong affirmative result validates current practice.

3. 3

   Approval of the Second Amended and Restated 2024 Stock and Annual Incentive Plan

   ManagementBoard: FOR

   Approve amendment to the 2024 Plan to increase the share reserve by 6,250,000 shares and extend the plan term to the tenth anniversary of the 2026 Annual Meeting.

   More detail

   This management proposal seeks shareholder approval to amend the 2024 Stock and Annual Incentive Plan by adding 6,250,000 shares to the plan reserve and extending the plan’s term to ten years following the 2026 Annual Meeting. Management argues the additional shares are required to support anticipated equity grants over the next 12–18 months to attract and retain engineering, product and AI talent and to support leadership hiring across brands such as Tinder and Hinge. The filing discloses that as of April 2, 2026 there were 9,312,930 shares available and the requested increase would represent an incremental dilution of approximately 2.67% based on outstanding shares at that date, with total potential dilution (including outstanding awards) of ~14.93%. The Company reports a three‑year average burn rate of 2.57%, below certain third‑party benchmarks, and explains that prior share repurchases have both mitigated and paradoxically increased measured burn rates; it also notes plans for continued annual approvals to allow investor oversight. The Board emphasizes governance protections in the 2024 Plan, including no evergreen feature, no repricing without stockholder approval, limited director compensation caps, restricted dividend treatment, clawback provisions, and a CEO post‑exercise holding period. Management also warns that failure to approve the increase could force a shift to cash awards, which would likely affect Adjusted EBITDA and weaken alignment between employees and stockholders. For a sophisticated analyst weighing this proposal, central issues include the reasonableness of the requested share count given recent hiring and grant practices, the interaction of repurchases with burn-rate metrics, the dilution impact relative to peers, and whether the plan’s safeguards are sufficient to prevent opportunistic dilution; the Board recommends a vote FOR, arguing the request balances dilution with competitive talent needs and includes solid governance protections.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2026 fiscal year.

Upcoming shareholder meetings at Match Group Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Match Group Inc 2026 annual meeting?

Match Group Inc (MTCH) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Match Group Inc 2026 meeting?

The record date for the Match Group Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Match Group Inc's 2026 meeting?

The board is presenting 4 director nominees at the Match Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Match Group Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Match Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.