Match Group (MTCH) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2026, with virtual participation for shareholders.

• Shareholders will vote on electing four directors, approving executive compensation, amending the 2024 Stock and Annual Incentive Plan, and ratifying Ernst & Young as auditor.

• Board recommends voting in favor of all proposals and highlights the importance of shareholder engagement.

• Forward-looking statements address business strategy, financial performance, and risk factors including competition, user retention, and cybersecurity.

Voting matters and shareholder proposals

• Four director nominees: Manuel Bronstein, Laura Rachel Jones, Ann L. McDaniel, and Thomas J. McInerney, each for a one-year term.

• Advisory vote on 2025 executive compensation (say-on-pay).

• Approval sought for Second Amended and Restated 2024 Stock and Annual Incentive Plan, increasing share reserve by 6,250,000 and extending plan term.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 members, with 10 independent directors and one management representative.

• Board declassification began in 2025; all directors will stand for annual election by 2028.

• Board committees: Audit, Compensation and Human Resources, and Nominating and Corporate Governance, all comprised solely of independent directors.

• Board leadership structure separates Chairperson and CEO roles.

• Board diversity matrix provided; ongoing commitment to diversity and inclusion.