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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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May 11, 20161, 2017

Dear Stockholder:

        You are invited to attend the Annual Meeting of Stockholders of Match Group, Inc., which will be held on Wednesday, June 22, 2016,Friday, May 19, 2017, at 9:00 a.m., local time, at theMatch Group's New York offices, of Match Group, Inc., located at 555 West 18th Street, New York, New York 10011.

        At the Annual Meeting, stockholders will be asked to: (1) elect 10eleven directors, (2) approve the Match Group, Inc. 20152017 Stock and Annual Incentive Plan (3) vote on two advisory proposals regarding executive compensation and (4)(3) ratify the appointment of Ernst & Young as Match Group's independent registered public accounting firm for 2016.the 2017 fiscal year. Match Group's Board of Directors believes that the proposals being submitted for stockholder approval are in the best interests of Match Group and its stockholders and recommends a vote consistent with the Board's recommendation for each proposal.

        It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you attend the Annual Meeting, you may vote in person if you wish, even if you have previously submitted your vote.

        I look forward to greeting those of you who will be able to attend the meeting.

		Sincerely,
		Gregory R. Blatt Chairman and Chief Executive Officer

8300 DOUGLAS AVENUE,8750 NORTH CENTRAL EXPRESSWAY, SUITE 800,1400, DALLAS, TEXAS 7522575231 214.576.9352www.mtch.com

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MATCH GROUP, INC.
8300 Douglas Avenue,8750 North Central Expressway, Suite 8001400
Dallas, Texas 7522575231

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

        Match Group, Inc. ("Match Group") is making this proxy statement available to holders of our common stock and Class B common stock in connection with the solicitation of proxies by Match Group's Board of Directors for use at the Annual Meeting of Stockholders to be held on Wednesday, June 22, 2016,Friday, May 19, 2017, at 9:00 a.m., local time, at theMatch Group's New York offices, of Match Group, located at 555 West 18th Street, New York, New York 10011. At the Annual Meeting, stockholders will be asked:

1.

to elect 10eleven members of our Board of Directors, each to hold office for a one-year term ending on the date of the next succeeding 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 our Board of Directors);



2.

to approve the Match Group, Inc. 20152017 Stock and Annual Incentive Plan;



3.

to hold an advisory vote on executive compensation (the "say on pay vote");



4.

to hold an advisory vote on the frequency of holding the say on pay vote in the future;



5.

to ratify the appointment of Ernst & Young LLP as ourMatch Group's independent registered public accounting firm for the 20162017 fiscal year; and



6.4.

to transact such other business as may properly come before the meeting and any related adjournments or postponements.

        Match Group's Board of Directors has set April 27, 20162017 as the record date for the Annual Meeting. This means that holders of record of our common stock and Class B common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

        As permitted by applicable Securities and Exchange Commission rules, on or about May 11, 2016, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2015 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail.

        Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. Seating is limited, however, and admission to the Annual Meeting will be on a first-come, first-served basis. If your shares are registered in your name, you should bring a form of photo identification to the Annual Meeting. If your shares are held in the name of a broker, bank or other holder of record, you will need to bring a proxy or letter from that broker, bank or other holder of record that confirms you are the beneficial owner of those shares, together with a form of photo identification.

		By order of the Board of Directors,
		Joanne Hawkins
		Jared F. Sine Vice PresidentGeneral Counsel and Assistant Secretary

May 11, 20161, 2017

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PROXY STATEMENT

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PROXY STATEMENT

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q:

Why did I receive a Notice of Internet Availability of Proxy Materials?

A:

In accordance with rules adopted by the Securities and Exchange Commission (the "SEC"), we elected to deliver this Proxy Statement and our 2015 Annual Report on Form 10-K to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders (the "Notice Process"). If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice provides instructions on how to access this Proxy Statement and our 2015 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials.

The Notice is being mailed on or about May 11, 2016 to stockholders of record at the close of business on April 27, 2016 and this Proxy Statement and our 2015 Annual Report on Form 10-K will be available atwww.proxyvote.com beginning on May 11, 2016. If you received a Notice by mail but would rather receive printed copies of our proxy materials, please follow the instructions included in the Notice. You will not receive a Notice if you have previously elected to receive printed copies of our proxy materials.

Q:

Can I vote my shares by filling out and returning the Notice?

A:

No. However, the Notice provides instructions on how to vote your shares by way of completing and submitting your proxy online or by phone, by requesting and returning a written proxy card by mail or by submitting a ballot in person at the Annual Meeting.

Q:

Who is entitled to vote at the Annual Meeting?

A:

Holders of common stock and Class B common stock of Match Group, Inc. ("Match Group" or the "Company") at the close of business on April 27, 2016,2017, the record date for the Annual Meeting established by Match Group's Board of Directors, are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements. The Notice of 2017 Annual Meeting, this proxy statement and the related form of proxy and Match Group's 2016 Annual Report on Form 10-K are first expected to be mailed to these stockholders on or about May 1, 2017.

As ofAt the close of business on April 27, 2016,2017, there were 38,969,93347,285,464 shares of Match Group common stock and 209,919,402 shares of Match Group Class B common stock outstanding and entitled to vote. Holders of Match Group common stock are entitled to one vote per share and holders of Match Group Class B common stock are entitled to ten votes per share.

Q:

What is the difference between a stockholder of record and a stockholder who holds stock in street name?

A:

If your Match Group shares are registered in your name, you are a stockholder of record. If your Match Group shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.

You may examine a list of the stockholders of record as ofat the close of business on April 27, 20162017 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at our New York offices, located at 555 West 18th Street, New York, New York 10011. This list will also be made available at the Annual Meeting.

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Q:

What are the quorum requirements for the Annual Meeting?

A:

The presence at the Annual Meeting, in person or by proxy, of holders having a majority of the total votes entitled to be cast by holders of Match Group common stock and Class B common stock at the Annual Meeting constitutes a quorum. Shares of Match Group common stock and Class B common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Q:

What matters will Match Group stockholders vote on at the Annual Meeting?

A:

Match Group stockholders will vote on the following proposals:

•

Proposal 1—to elect 10eleven members of Match Group's Board of Directors, each to hold office for a one-year term ending on the date of the next succeeding 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 Match Group's Board of Directors);

•

Proposal 2—to approve the Match Group, Inc. 20152017 Stock and Annual Incentive Plan (the "2015"2017 Stock Plan Proposal");

•

Proposal 3—to hold an advisory vote on executive compensation (the "say on pay vote");

•

Proposal 4—to hold an advisory vote on the frequency of holding the say on pay vote in the future;

•

Proposal 5 3—to ratify the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 20162017 fiscal year; and

•

to transact such other business as may properly come before the Annual Meeting and any related adjournments or postponements.

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Q:

What are my voting choices when voting for director nominees and what votes are required to elect directorsdirector nominees to Match Group's Board of Directors?

A:

You may vote in favor ofall director nominees, withhold votes as toall director nominees or vote in favor of and withhold votes as to specific director nominees.

The election of each of our director nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Match Group common stock and Class B common stock (hereinafter referred to as "Match Group capital stock") voting together, with each share of Match Group common stock and Class B common stock representing the right to one and ten votes,vote(s), respectively.

The Board recommends that our stockholders voteFOR the election of each of the director nominees.

Q:

What are my voting choices when voting on the 20152017 Stock Plan Proposal and what votes are required to approve this proposal?

A:

You may vote in favor of the 20152017 Stock Plan Proposal, vote against the 20152017 Stock Plan Proposal or abstain from voting on the 20152017 Stock Plan Proposal.

The approval of the 20152017 Stock Plan Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together.

The Board recommends that our stockholders voteFOR the 20152017 Stock Plan Proposal.

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Q:

What are my voting choices when voting on the advisory say on pay proposal and what votes are required to approve the proposal?

A:

You may vote in favor of the advisory proposal, vote against the advisory proposal or abstain from voting on the advisory proposal.

The approval, on an advisory basis, of the say on pay proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together. As an advisory vote, the outcome is not binding upon the Company.

The Board recommends a voteFOR the advisory vote on executive compensation.

Q:

What are my voting choices when voting on the advisory proposal on the frequency of holding the say on pay vote and what votes are required to approve the frequency of holding the say on pay vote?

A:

You may vote in favor of holding the say on pay vote every year, every two years, or every three years or abstain from voting on this advisory proposal.

The approval, on an advisory basis, of the frequency of holding the say on pay vote in the future requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together. However, if no choice receives a majority of votes, then the option on the frequency of the advisory vote that receives the highest number of votes cast by stockholders will be considered by the Board as the stockholders' recommendation as to the frequency of holding future say on pay votes.

As an advisory vote, the votes cast in connection with this proposal are not binding upon the Company. While the Board is making a recommendation with respect to this proposal, Match Group stockholders are being asked to vote for one of the choices specified above, and not whether they agree or disagree with the Board's recommendation.

The Board recommends a vote for holding the say on pay vote onceEVERY THREE YEARS at Match Group's Annual Meeting of Stockholders.

Q:

What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016the 2017 fiscal year and what votes are required to ratify this appointment?

A:

You may vote in favor of the ratification, vote against the ratification or abstain from voting on the ratification.

The ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016the 2017 fiscal year requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together.

The Board recommends that our stockholders voteFOR the ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016.the 2017 fiscal year.

Q:

Could other matters be decided at the Annual Meeting?

A:

As of the date of this Proxy Statement,proxy statement, we did not know of any matters to be raised at the Annual Meeting, other than those referred to in this Proxy Statement.proxy statement.

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If any other matters are properly presented at the Annual Meeting for consideration, the three Match Group officers who have been designated as proxies for the Annual Meeting Joanne Hawkins, Tanya M. Stanich(Lance Barton, Jared F. Sine and Gary Swidler,Swidler) will have the discretion to vote on those matters for stockholders who have submitted their proxy.

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Q:

What do I need to do now to vote at the Annual Meeting?

A:

Match Group's Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares in any of the following three ways:

•

Submitting a Proxy Online:proxy online:  Submit your proxy via the Internet.online. The website for Internetonline proxy voting iswww.proxyvote.com. InternetOnline proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Standard Time, on Tuesday, June 21, 2016;Thursday, May 18, 2017;

•

Submitting a Proxyproxy by Telephone:telephone:  Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1.800.690.6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Standard Time, on Tuesday, June 21, 2016;Thursday, May 18, 2017; or

•

Submitting a Proxyproxy by Mail:mail:  If you choose to submit your proxy by mail, simply mark your proxy, date and sign it, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

If you were a stockholder of record on April 27, 20162017 or if you have a legal proxy from your broker, bank or other holder of record identifying you as a beneficial owner of Match Group shares as of that date, you may vote in person by attending the Annual Meeting.

For Match Group shares held in street name, holders may submit a proxy online or by telephone if their broker, bank or other holder of record makes these methods available. If you submit a proxy online or by telephone,do not request and return a printed proxy card from Match Group or from your broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, follow the voting instructions you receive from your broker, bank or other holder of record.

Q:

If I hold my Match Group shares in street name, will my broker, bank or other holder of record vote these shares for me?

A:

If you hold your Match Group shares in street name, you must provide your broker, bank or other nomineeholder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank or other holder of record depends on the type of item being considered for a vote.

Non-Discretionary Items.    The election of directors and the 20152017 Stock Plan Proposal and the two advisory proposals related to executive compensation are non-discretionary items and mayNOT be voted on by your broker, bank or other nomineeholder of record absent specific voting instructions from you. If your bank, broker or other nomineeholder of record does not receive specific voting instructions from you, a "broker non-vote" will occur in the case of your shares of Match Group common stock for these proposals.

Discretionary Items.    The ratification of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016the 2017 fiscal year is a discretionary item. Generally, brokers, banks and other nomineesholders of record that do not receive voting instructions may vote on this proposal in their discretion and these votes will be counted for purposes of determining a quorum.discretion.

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Q:

What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Annual Meeting?

A:

Abstentions and broker non-votes are counted as present for purposes of determining a quorum. Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of shares present at the Annual Meeting (the 20152017 Stock Plan Proposal the two advisory proposals related to executive compensation and the auditor ratification proposal) and have no impact on the vote on any proposal for which the vote standard is based on the votes cast at the meeting (the election of directors). Broker non-votes are not treated as shares entitled to vote and, as a result, have no effect on the outcome of any of the proposals to be voted on by stockholders at the Annual Meeting, other than the auditor ratification proposal.Meeting.

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Q:

Can I change my vote or revoke my proxy?

A:

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the vote at the Annual Meeting by:

•

submitting a later-dated proxy relating to the same shares online, by telephone or by mail prior to the vote at the Annual Meeting;

•

delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or

•

attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

To change your vote or revoke your proxy, follow the instructions provided on the Notice or the proxy card to do so online or by telephone, or send a written notice or a new proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

Q:

What if I do not specify a choice for a matter when returning a proxy?

A:

If you do not give specific instructions, proxies that are signed and returned will be votedFOR the election of all director nominees, the 2017 Stock Plan Proposal and the ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2017 fiscal year.

Q:

How are proxies solicited and who bears the related costs?

A:

Match Group bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of Match Group may solicit proxies from stockholders by telephone, e-mail, letter, facsimile e-mail or in person. Following the initial mailing of the Notice and proxy materials, Match Group will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of Match Group common stock and to request authority for the exercise of proxies. In such cases, Match Group, upon the request of these holders, will reimburse these parties for their reasonable expenses.

Q:

What should I do if I have questions regarding the Annual Meeting?

A:

If you have any questions about the Annual Meeting, would like to obtain directions to attend the Annual Meeting and vote in person or would like copies of any of the documents referred to in this Proxy Statement, you shouldproxy statement, contact Match Group Investors Relations atIR@match.com.

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PROPOSAL 1—ELECTION OF DIRECTORS

Proposal and Required Vote

        At the upcoming Annual Meeting, a board of 10eleven directors will be elected, each to hold office until the next succeeding 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 Match Group's Board of Directors). Information concerning director nominees, all of whom are incumbent directors of Match Group, appears below. Although management does not anticipate that any of the persons named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board.

        The election of each of our director nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Match Group capital stock voting together as a single class.

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        The Board recommends that our stockholders voteFOR the election of all director nominees.

Information Concerning Director Nominees

        Background information about each director nominee is set forth below, including information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each director nominee, all of which the Board of Directors believes provide the Company with the perspective and judgment needed to guide, monitor and execute its strategies.

        Gregory R. Blatt, age 47,48, has been a director of Match Group since October 2015, Chairman of Match Group since December 2013 and Chief Executive Officer of Match Group since January 2016. Prior to his current roles, Mr. Blatt served as Chief Executive Officer of IAC/InterActiveCorp ("IAC") from December 2010 through December 2013, as head of its former Match segment during 2009 and 2010 and as its General Counsel from 2003 through 2008. Prior to joining IAC, Mr. Blatt was General Counsel atof Martha Stewart Living Omnimedia and an associate at the law firms of Grubman Indursky & Shire and Wachtell, Lipton, Rosen & Katz. He has a B.A. from Colgate University and a J.D. from Columbia Law School. In nominating Mr. Blatt, the Board considered his current position as Chairman and Chief Executive Officer of the Company and his prior roles at IAC, as well as his financial literacy, expertise regarding mergers, acquisitions, investments and other strategic transactions and operating experience.

        Sonali De Rycker, age 42,43, has been a director of Match Group since November 2015. Ms. De Rycker has served as a Partner at Accel Partners in London, a leading global venture firm, where she focuses on investments in the consumer internet and digital media sectors, since April 2008. Prior to her tenure at Accel, Ms. De Rycker was a Partner at Atlas Venture in London from August 2000 to April 2008, where she focused on investments in the internet and software service sectors. Prior to her venture capital work, Ms. De Rycker was an investment banker at Goldman Sachs from August 1995 to August 1998. Ms. De Rycker served on the board of directors of IAC from September 2011 to December 2015 and serves on the boards of directors of a number of private consumer internet and other companies. In nominating Ms. De Rycker, the Board considered her private equity experience (particularly in the consumer internet and media sectors), which the Board believes gives her particular insight into investments in, and the development of, early stage companies, as well as her high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

        Joseph Levin, age 36,37, has been a director of Match Group since October 2015. Mr. Levin has served as Chief Executive Officer of IAC since June 2015 and prior to that time, served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment, sincefrom January 2012.

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From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary that builds, markets and delivers a wide range of consumer software products, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Prior to joining IAC, Mr. Levin worked in the Technology Mergers & Acquisitions group for Credit Suisse First Boston (now Credit Suisse) advising public and private technology and e-commerce companies on a variety of transactions. Mr. Levin has served on the board of directors of IAC since June 2015 and Groupon, Inc. since March 2017 and served on the boards of directors of LendingTree, Inc. from August 2008 through November 2014 and The Active Network beginning prior to its 2011 initial public offering through its sale in December 2013. In nominating Mr. Levin, the Board considered the unique knowledge and experience regarding the Match Group and its businesses that he has gained through his various roles with IAC since 2003, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

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        Ann L. McDaniel, age 60,61, has been a director of Match Group since December 2015. Ms. McDaniel currently serves as a consultant to Graham Holdings Company and previously served as Senior Vice President of Graham Holdings Company (and its predecessor companies) from June 2008 to April 2015. Prior to that time, Ms. McDaniel served as Vice President—HumanPresident-Human Resources of Graham Holdings Company sincefrom September 2001. Ms. McDaniel also served as Managing Director of Newsweek, Inc., a Graham Holdings Company property, from January 2008 until its sale in September 2010, and prior to that time, held various editorial positions at Newsweek. In nominating Ms. McDaniel, the Board considered her extensive human resources experience, which the Board believes give her particular insight into personnel and compensation matters, as well as her management experience with Newsweek, which the Board believes gives her insight into business strategy, leadership and marketing.

        Thomas J. McInerney, age 51,52, has been a director of Match Group since November 2015. Mr. McInerney previously served as Executive Vice President and Chief Financial Officer of IAC from January 2005 to March 2012. From January 2003 through December 2005, he served as Chief Executive Officer of the retailing division of IAC, which included HSN, Inc. and Cornerstone Brands. From May 1999 to January 2003, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster, formerly Ticketmaster Online-CitySearch, Inc., a live entertainment ticketing and marketing company. From 1986 to 1988 and from 1990 to 1999, Mr. McInerney worked at Morgan Stanley, a global financial services firm, most recently as a Principal. Mr. McInerney has served on the boards of directors of HSN, Inc. and Interval Leisure Group, Inc. since August 2008, and of Yahoo! Inc. since April 2012, andas well as served on the board of Cardlytics, Inc. since July 2015.during the past five years. In nominating Mr. McInerney, the Board considered his extensive senior leadership experience at IAC and his related knowledge and experience regarding the Match Group, as well as his high level of financial literacy and expertise in finance, restructuring,regarding restructurings, mergers and acquisitions and operations, and his public company board and committee experience.

        Glenn H. Schiffman, age 47, has been a director of Match Group since September 2016. Mr. Schiffman has served as Executive Vice President and Chief Financial Officer of IAC since April 2016. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, since March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications industries, from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for Nomura. Mr. Schiffman's roles at Nomura followed Nomura's acquisition of Lehman's Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National Committee on United States-China Relations and serves as a Member of the Board of Visitors for the Duke University School of Medicine. In nominating Mr. Schiffman, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his role as Executive Vice President and Chief Executive Officer of IAC since April 2016, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. The Board also considered Mr. Schiffman's investment banking experience, which the Board believes gives him particular insight into trends in capital markets and the technology and media industries.

Pamela S. Seymon, age 60,61, has been a director of Match Group since November 2015. Ms. Seymon was a partner at Wachtell, Lipton, Rosen & Katz, a New York law firm ("WLRK"), from January 1989 to January 2011, and prior to that time, was an associate at WLRK sincefrom 1982. During her tenure at WLRK, Ms. Seymon specialized in corporate law, mergers and acquisitions, securities and corporate governance, and represented public and private corporations on offense as well as defense, in both

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friendly and unsolicited transactions. Ms. Seymon is a graduate of Wellesley College, where she was a Wellesley Scholar, and New York University School of Law. In nominating Ms. Seymon, the Board considered her extensive experience representing public and private corporations in connection with a wide array of complex, sophisticated and high profile matters, as well as her high level of expertise generally regarding mergers, acquisitions, investments and other strategic transactions.

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        Alan G. Spoon, age 64,65, has been a director of Match Group since November 2015. Since May 2000, Mr. Spoon has been aserved as Partner atEmeritus of Polaris Partners (formerlysince January 2015 and previously served as Managing General Partner and now Partner Emeritus).of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development-stagedevelopment stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the boards of directors of IAC since February 2003, Danaher Corporation since July 1999, and CableOne since July 2015.2015 and as Chairman of the board of directors of Fortive Corporation since July 2016. In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is now a member of the MIT Corporation (and its Executive Committee), where he also serves as a member of the board of directors of edX (an online education platform). In nominating Mr. Spoon, the Board considered his extensive private and public company board and committee experience and public company management experience, all of which the Board believes give him particular insight into business strategy, leadership and marketing.marketing in the media industry. The Board also considered Mr. Spoon's private equity experience, which the Board believes gives him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and finance.

        Mark Stein, age 48,49, has been a director of Match Group since November 2015. Mr. Stein has served as Executive Vice President and Chief Strategy Officer of IAC since January 2016 and prior to that time, served as Senior Vice President and Chief Strategy Officer of IAC from September 2015. Mr. Stein previously served as both Senior Vice President of Corporate Development at IAC (since(from January 2008) and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment (since(from November 2012). Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time as Executive Vice President of Corporate and Business Development of IAC Search & Media. In nominating Mr. Stein, the Board considered the unique knowledge and experience that he has gained through his various roles with IAC since 2005, as well as his high levellevels of financial and legal literacy, experience in operating a variety of online consumer service businesses and expertise regarding investments, partnerships and other strategic transactions.

        Gregg Winiarski, age 45,46, has been a director of Match Group since October 2015. Mr. Winiarski has served as Executive Vice President, General Counsel and Secretary of IAC since February 2014 and previously served as Senior Vice President, General Counsel and Secretary of IAC from February 2009 to February 2014. Mr. Winiarski previously served as Associate General Counsel of IAC sincefrom February 2005, during which time he had primary responsibility for all legal aspects of IAC's mergers and acquisitions and other transactional work. Prior to joining IAC in February 2005, Mr. Winiarski was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, a global law firm, from 1996 to February 2005. Prior to joining Skadden, Mr. Winiarski was a certified public accountant with Ernst & Young in New York. In nominating Mr. Winiarski, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his various roles with IAC since 2005, most recently his role as Executive Vice President and General Counsel, as well as his high level

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of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

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        Sam Yagan, age 39,40, has been a director and served as Vice Chairman (in a non-executive capacity) of Match Group since February 2016. Mr. Yagan previously served as Chief Executive Officer of the Company from December 2013 through December 2015 and as Chief Executive Officer of Match.com, Inc. from September 2012 to December 2013. Prior to his servicesservice in these roles, Mr. Yagan served as Chief Executive Officer of OkCupid, which he co-founded in May 2003 and IAC acquired in February 2011. Mr. Yagan has served as Chief Executive Officer of ShopRunner, a members-only online shopping service, since July 2016. In nominating Mr. Yagan, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his various roles with Match Group and Match.com since 2012, most recently his role as Chief Executive Officer of Match Group, as well his role as co-founder of OkCupid and his high levellevels of technological, product and industry expertise.

Corporate Governance

Controlled Company Status. Match Group is subject to the Marketplace Rules of The Nasdaq Stock Market, LLC (the "Marketplace Rules"), which exempt "Controlled Companies" from certain Nasdaq corporate governance requirements. A "Controlled Company" is a company of which more than 50% of the voting power is held by an individual, group or another company.

        IAC controls a majority of the voting power of Match Group capital stock. Based on 38,969,93347,285,464 shares of Match Group common stock and 209,919,402 shares of Match Group Class B common stock, respectively, outstanding on the record date (April 27, 2016)2017), IAC beneficially owns equity securities of Match Group representing approximately 98.2%97.9% of the total voting power of Match Group capital stock. IAC has filed a Statement of Beneficial Ownership on Schedule 13D, as amended, relating to its Match Group holdings with the SEC. On this basis, Match Group is relying on the exemption for Controlled Companies from certain Nasdaq corporate governance requirements, specifically, those that would otherwise require that:

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a majority of ourMatch Group's Board of Directors consistsconsist of "independent" directors, as such term is defined in the Marketplace Rules; and



•

weMatch Group have a nominating/governance committee composedcomprised entirely of "independent" directors with a written charter addressing thesuch committee's purpose and responsibilities.

Leadership Structure. The Company's business and affairs are overseen by its Board of Directors, which currently has teneleven members. There is one management representative and there are threefour IAC representatives on the Board. Of the six remaining current directors, five are independent. The Board has an Audit Committee and a Compensation and Human Resources Committee, each comprised solely of independent directors. For more information regarding director independence and our Board Committees, see the discussion under Director Independence beginning on page 109 and Board Committees beginning on page 12.11. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chairman and Chief Executive Officer and have full access to Company management at all times.

        Our independent directors will meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. We do not have a lead independent director or any other formally appointed leader for these sessions. The independent membership of our Audit and Compensation and Human Resources Committees ensures that directors with no ties to Company management are charged with oversight for all financial reporting and executive compensation related decisions made by Company management. At each regularly scheduled Board meeting, the ChairChairperson of each of these committees will provide the full Board with an update

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of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled Board meeting.

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        Mr. Blatt currently serveshas served as both our Chairman and Chief Executive Officer.Officer since January 2016. The Company has concluded that separate roles of Chairman and Chief Executive Officer are not necessary given that each of the principal geographic markets for the Company's dating brands and businesses, as well as its non-datingcertain of the Company's brands and businesses, has ahave fully developed management teamteams reporting directly to senior Match Group management and the related belief that a less centralized operating structure that pushes talent and decision-making closer to the Company's businesses is the best way to achieve the Company's long-term growth objectives. At this time, we believe that this leadership structure is the most appropriate one for the Company and its stockholders.

Risk Oversight. Company management is responsible for assessing and managing the Company's exposure to various risks on a day-to-day basis, which responsibilities include the creation of appropriate risk management programs and policies. Company management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, the Company recognized that leadership and success are impossible without taking risks; however, the imprudent acceptance of riskrisks or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing Company management in the execution of its responsibilities and for assessing the Company's approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and through discussions with Company management, as well as through the Board's Audit and Compensation and Human Resources Committees, which examine various components of financial and compensation-related risks, respectively, as part of their responsibilities. In addition, an overall review of riskrisks is inherent in the Board's consideration of the Company's long-term strategies and in the transactions and other matters presented to the Board, including significant capital expenditures, acquisitions and divestitures and financial matters. The Board's role in risk oversight of the Company is consistent with the Company's leadership structure, with the Chairman and Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company's risk exposure, and the Board and its committees providing oversight in connection with those efforts.

Compensation Risk Assessment. In connection withWe periodically conduct risk assessments of our initial public offering (the "IPO") in November 2015,compensation policies and practices for our Board reviewedemployees, including those related to our executive compensation programs. The goal of these assessments is to determine whether the potentialgeneral structure of the Company's compensation policies and programs and the administration of these programs pose any material risks associatedto the Company. The findings of any risk assessment are discussed with the structureCompensation and design ofHuman Resources Committee. Based upon our various compensation plans, including a comprehensive review of the material compensation plans and programs for all employees. Our Board has concludedassessments, we believe that our compensation planspolicies and programs operate within our larger corporate governance and review structure that serves and supports risk mitigation and discouragesdo not encourage excessive or unnecessary risk-taking behavior. We will periodically conduct such assessments going forward and discuss any findings withare not reasonably likely to have a material adverse effect on the Compensation Committee.Company.

Director Independence. Under the Marketplace Rules, the Board has a responsibility to make an affirmative determination that those members of the Board who serve as independent directors do not have any relationships with us and our businesses (and/or IAC and its businesses) that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, the Board reviewed information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by Company management, as well as from Company records and publicly available information. Following these determinations, Company management monitors those transactions, relationships and arrangements that were relevant to such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel

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and directors, to determine whether there have been any developments that could potentially have an adverse impact on the Board's prior independence determination.

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        In November 2015,February 2017, the Board determined that each of Mses. De Rycker. McDaniel and Seymon and Messrs. McInerney and Spoon and Mmes. De Rycker and Seymon is independent, and in December 2015, the Board determined that Ms. McDaniel is independent. In connection with this determination,these determinations, the Board considered that in the ordinary course of business, Match Group and its businesses (and/or IAC and its businesses) may sell products and services to, and/or purchase products and services from, companies at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the Board considered whether there were any payments made to (or received from) such entities by Match Group and its respective businesses.businesses (and/or IAC and its businesses).

        In the case of Messrs. McInerney and Spoon and Mmes. De Rycker, McDaniel and Seymon,all five independent directors, there were no such payments to/from Match Group or its businesses known to Company management for the Board to consider. In the case of Mr. Spoon, the Board also considered a co-investment that IAC made with a Polaris portfolio company, as well as payments for services between each of IAC and Match Group, on the one hand, and certain Polaris Partners portfolio companies.companies, on the other hand. Of the remaining incumbent directors, Mr. Blatt is an executive officer of the Company, Mr.Yagan served as an executive officer of the Company during the past three years and Messrs. Levin, Schiffman, Stein and Winiarski are executive officers of IAC. Given these relationships, none of these directors is independent.

        In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, members of the Audit and Compensation and Human Resources Committees have also satisfied separate independence requirements under the current standards imposed by the SEC and the Marketplace Rules for audit committee members and by the SEC, the Marketplace Rules and the Internal Revenue Service for compensation committee members.

Director Nominations. As a result of the Controlled Company exemption, the Board does not have a nominating committee or other committee performing similar functions nor any formal policy on nominations. While there are no specific requirements for eligibility to serve as a director of Match Group, in evaluating candidates, the Board will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of Match Group, whether the candidate's experience and expertise would be beneficial to the Board, whether the candidate is willing and able to devote the necessary time and energy to the work of the Board and whether the candidate is prepared and qualified to represent the best interests of Match Group's stockholders. While the Board does not have a formal diversity policy, it also considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board members and those represented by the Board as a whole to ensure that the Board has the right mix of skills, expertise and background.

        The Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders, as to date Match Group has not received any such recommendations. However, the Board would consider such recommendations if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to Match Group, 8300 Douglas Boulevard,8750 North Central Expressway, Suite 800,1400, Dallas, Texas 75225,75231, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director Nominee Recommendation." The letter must identify the author as a stockholder, provide a brief summary of the candidate's qualifications and history, together with an indication that the recommended individual would be willing to serve (if elected), and must be accompanied by evidence of the sender's stock ownership. Any director recommendations will be reviewed by the Corporate Secretary and the Chairman, and Chief Executive Officer, and if deemed appropriate, will be shared with the entire Board for further review.

Communications with the Match Group Board. Stockholders who wish to communicate with Match Group's Board of Directors or a particular director may send any such communication to Match Group, 8300 Douglas Avenue,8750 North Central Expressway, Suite 800,1400, Dallas, Texas, 75225,75231, Attention: Corporate Secretary.

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The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder—Board Communication" or "Stockholder—Director Communication." All such letters must identify the author as a stockholder, provide evidence of the sender's stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. The Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate.

The Board and Board Committees

The Board. Following the completion of our IPO in November 2015, theThe Board had one meetingmet five times and acted by written consent twicetwo times during 2015.2016. During 2016, all then incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served. Directors are not required to attend annual meetings of Match Group stockholders. Three members of the Board of Directors attended Match Group's 2016 Annual Meeting of Stockholders.

The Board currently has two standing committees: the Audit Committee and the Compensation and Human Resources Committee.

Audit Committee. FollowingThe members of the completion of our IPO in November 2015, noCompany's Audit Committee, meetings were held in 2015, norall of whom are independent directors, are Ms. Seymon and Messrs. McInerney and Spoon (Chairperson). The Audit Committee met nine times and did the Audit Committeenot take any action taken by written consent in 2015.during 2016. The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which iswas filed as Appendix A to thisMatch Group's 2016 Annual Meeting proxy statement. The Audit Committee is appointed by the Board to assist the Board with a variety of matters described in its charter, which include monitoring: (i) the integrity of Match Group's financial statements, (ii) the effectiveness of Match Group's internal control over financial reporting, (iii) the qualifications and independence of Match Group's independent registered public accounting firm, (iv) the performance of Match Group's internal audit function and independent registered public accounting firm, (v) Match Group's risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by Match Group with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among itself, the Company's independent registered public accounting firm, the Company's internal auditors and Company management. The formal report of the Audit Committee is set forth on page 21.19.

        The Board has concluded that Mr. Spoon is an "audit committee financial expert," as such term is defined in applicable SEC rules, as well as the Marketplace Rules.

Compensation and Human Resources Committee. FollowingThe members of the completion of our IPO in November 2015, noCompany's Compensation and Human Resources Committee, (the "Compensation Committee") meetings were held in 2015all of whom are independent directors, are Mses. De Rycker, McDaniel (Chairperson) and theSeymon. The Compensation and Human Resources Committee took action oncemet seven times and acted by written consent seven times during 2015.2016. The Compensation and Human Resources Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which iswas filed as Appendix B to thisto Match Group's 2016 Annual Meeting proxy statement. The Compensation and Human Resources Committee is appointed by the Board to assist the Board with all matters relating to the compensation of the Company's executive officers and has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Company's executive officers. The Compensation and Human Resources Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The Compensation and Human Resources Committee may also delegate to one or more of the Company's executive officers the authority to make grants of equity-based compensation to eligible individuals (other than directors or executive officers) to the extent allowed under applicable law. For additional information on Match Group's processes and procedures for the consideration and determination of executive compensation and the related roles of the Compensation and Human Resources Committee, Company management and consultants, see the discussion under Compensation Discussion and Analysis generally beginning on page 24.21. The formal report of the Compensation and Human Resources Committee is set forth on page 28.27.

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PROPOSAL 2—APPROVAL OF THE 20152017 STOCK AND ANNUAL INCENTIVE PLAN

Proposal and Required Vote

        Our Board and IAC, in its capacity as sole stockholder, adopted the Match Group, Inc. 20152017 Stock and Annual Incentive Plan (the "2015"2017 Plan") on November 18, 2015.

        If the 2015 Plan is approvedApril 26, 2017, subject to approval by our stockholders, awards under the 2015 Plan that are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code, as amended (the "Code"), will be tax-deductible. Section 162(m) of the Code generally places a $1 million annual limit on a company's tax deduction for compensation paid to certain senior executives, other than compensation that satisfies the applicable requirements for a performance-based compensation exception. To qualify as performance-based compensation under Section 162(m) of the Code, the compensation must (among other requirements) be subject to attainment of performance goals that have been disclosed to stockholders (see Summary of Terms of the 2015 Plan—Performance Goals) and approved by a majority vote.stockholders.

        Approval of the 20152017 Plan requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present in person or represented by proxy and voting together.

        The Board recommends that our stockholders voteFOR the approval of the 20152017 Stock Plan Proposal.

Overview

        General.The purpose of the 20152017 Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and employeesconsultants and to provide them with incentives that are directly linked to the future growth and profitability of Match Groupour business. The 2017 Plan is an important part of our overall compensation program, as it will allow us to make incentive awards to our current and its businesses.prospective officers, employees, directors and consultants.

        EquityAfter it is approved by our stockholders, the 2017 Plan will allow awards granted under the plan to qualify as tax-deductible performance-based compensation isunder Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). Section 162(m) of the Code generally places a critical componentone million dollar annual limit on a company's tax deduction for compensation paid to certain senior executives, other than compensation that satisfies the applicable requirements for a performance-based compensation exception. To qualify as performance-based compensation under Section 162(m) of Match Group's long-termthe Code, the compensation philosophy. Match Group believesmust (among other requirements) be subject to the attainment of performance goals that ownership shapes behavior,have been disclosed to stockholders and approved by a majority stockholder vote. We are asking stockholders to approve the material terms of the performance goals under the 2017 Plan so that by providingthe Company may make awards that qualify as performance-based compensation under Section 162(m) of the Code, and thus, would be tax deductible. For purposes of Section 162(m) of the Code, the material terms of the performance goals requiring stockholder approval include the:

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employees eligible to receive awards under the 2017 Plan;



•

business criteria that may be used as the basis for performance goals; and



•

limits on the maximum amount of compensation payable to any employee during a meaningful portiongiven time period.

        By approving the 2017 Plan, our stockholders will be approving, among other things, the eligibility requirements, business criteria that may be used as the basis for performance goals and limits on various cash and stock awards contained therein for purposes of an executive's compensation in stock based awards, an executive's incentives are aligned with stockholder interests in a manner that drives better performance over time.Section 162(m) of the Code.

Promotion of Good Compensation Practices. The 20152017 Plan is designed to reinforce this alignment.the alignment between equity compensation arrangements for officers, employees, directors and consultants, on the one hand, and stockholder interests, on the other hand, and, as highlighted below, includes the following provisions that the Company believes represent good compensation practices:

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No discounted stock options—stock options may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date;



•

No "repricing" without stockholder approval—the Company may not, without the approval of stockholders: (i) reduce the exercise price of an outstanding stock option or the grant price of an outstanding stock appreciation right ("SAR") or (ii) cancel and re-grant an outstanding stock

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option or SAR or exchange such stock option or SAR for either cash or a new award with a lower (or no) exercise price when the exercise price of such stock option or the grant price of such SAR is above the fair market value of a share of common stock;

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No "evergreen" provision—there is no "evergreen" feature pursuant to which the shares available for issuance under the 2017 Plan can be automatically replenished;



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No transferability—awards generally may not be transferred, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, unless approved by the Compensation and Human Resources Committee;



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No automatic grants—the 2017 Plan does not provide for "reload" or other automatic grants to participants; and



•

No tax gross-ups—the 2017 Plan does not provide for any tax gross-ups.

        Key Data.The following table includes information regarding outstanding equity awards under the Company's 2015 Stock and Annual Incentive Plan (the "2015 Plan"), shares available for future equity awards under the 2015 Plan replacedand total shares of Match Group common stock outstanding as of December 31, 2016:

Summary of Terms of the 20152017 Plan

        The principal features of the 20152017 Plan are described below. This summary is qualified in its entirety by reference to the full text of the 20152017 Plan, a copy of which is attached as Appendix CA to this proxy statement.statement and incorporated into this proxy statement by reference.

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Administration. The 20152017 Plan will be administered by the Compensation and Human Resources Committee of our Board of Directors (or such other committee(for purposes of our Board as may from time to time be designated bythis summary, the Board)"Committee"). Among other things, the Compensation Committee will havehas the authority to select individuals to whom awards may be granted toand determine the types of awards, (asas well as determine the number of shares of our common stock to be covered by each such award) grantedaward and to determine and modify the terms and conditions of any such awards.each award.

Term. Awards under the 2017 Plan may be made for ten years following the date on which the Company's stockholders approve the 2017 Plan (May 19, 2017).

Eligibility. In additionAwards may be granted under the 2017 Plan to any individuals who hold Prior Plan Awards, Subsidiary Equity Awards and/or Adjusted Awards at any time, current or prospective officers, employees, directors and consultants of Match Group and its subsidiaries and affiliates willaffiliates. As of April 27, 2017, approximately 1,800 individuals would be eligible to be grantedparticipate in the 2017 Plan. During 2016, 210 individuals received awards under the 2015 Plan.

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Shares Subject to the 20152017 Plan. The 2017 Plan provides that the aggregate number of shares of Match Groupour common stock that may be deliveredsubject to satisfy awards under the 20152017 Plan cannot exceed 20,000,000 shares, plus the number of shares delivered to satisfy Prior Plan Awards (up to 29,717,911 shares), certain Subsidiary Equity Awards outstanding on November 18, 2015 (up to 20,435,312 shares) and Adjusted Awards (if any, in the future).35,000,000. No participant may be granted, in each case, during any calendar year: (i) performance-based awards (other thanyear, stock options and stock appreciation rights ("SARs") covering in excess of 10,000,000 shares or SARs)other stock-based performance-based awards intended to qualify under Section 162(m) of the Code covering in excess of 10,000,000 shares; or (ii) stock options and SARs covering in excess of 10,000,000 shares. The maximum number of shares that may be granted pursuant to incentive stock options is 10,000,000. The foregoing share limits are subject to adjustment in certain circumstances by the Compensation Committee to prevent dilution or enlargement.

        The shares subject to grant under the 20152017 Plan will be made available from authorized but unissued shares or from treasury shares, as determined from time to time by the Board. Other than with respect to Prior Plan Awards and Adjusted Awards, toTo the extent that any award is forfeited or any stock option or SAR terminates, expires or lapses without being exercised or any award is settled for cash, the shares underlying such awards that were not issued as a result thereof will again be available for awards under the 20152017 Plan. If the exercise price of any stock option and/or the tax withholding obligations relating to any award are satisfied by delivering shares (by either actual delivery or by attestation), only the number of shares issued net of the shares delivered or attested to will be deemed deliveredissued for purposes of the limits in the 2015 Plan.2017 Plan limits. To the extent any shares subject tounderlying an award are withheld to satisfy the exercise price (in the case of a stock option) and/or the tax withholding obligations relating to such award, such shares are not deemed to have been deliveredissued for purposes of the limits set forth in2017 Plan.

        The closing price of Match Group common stock, as reported on the 2015 Plan.NASDAQ Stock Market on April 27, 2017 was $18.83 per share.

Stock Options and SARs. Stock options granted under the 20152017 Plan can either be incentive stock options ("ISOs") or nonqualified stock options. SARs granted under the 20152017 Plan can be granted either alone or in tandem with a stock option. The exercise price of stock options and SARs cannot be less than 100% of the fair market value per share of theMatch Group common stock underlying the options or SARsawards on the grant date. Stock options and SARs cannot be repriced without stockholder approval. OptioneesHolders of stock options may pay the exercise price in cash or, if approved by the Compensation Committee, in shares of Match Group common stock (valued at their fair market value on the date of exercise) or a combination thereof, or by way of a "cashless exercise" through a broker approvedor by way of the Company or by withholding shares otherwise receivableissuable on exercise.

While the term of stock options and SARs are as determined by the Compensation Committee, a stock option may not have a term longer than ten years from the grant date. The Compensation Committee determines the vesting and exercise schedule of stock options and SARs, which the Compensation Committee may waive or accelerate at any time in its discretion, and the extent to which theystock options and SARs will beremain exercisable after thean award holder's employment terminates.termination of employment. Generally, unvested stock options and SARs will terminateare canceled and forfeited upon thea termination of employment, and vested stock options and SARs will remain exercisable for one year after thean award

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holder's death, disability or retirement and for 90 days after the award holder's termination of employment for any other reason. Vested stock options and SARs are also terminatecanceled and forfeited upon the optionee'san award holder's termination for cause. Stock options and SARs are transferable only by will, or by the laws of descent and distribution or pursuant to a qualified domestic relations order or, in the case of nonqualified stock options or SARs, as otherwise expressly permitted by the Compensation Committee, including, if so permitted, pursuant to a transfer to the participant'san award holder's family members or to a charitable organization, whether directly or indirectly or by means of a trust or partnership or otherwise.

Restricted Stock. The 20152017 Plan provides for the award of shares that are subject to forfeiture and restrictions on transferability as set forth in the 20152017 Plan and as may be otherwise determined by the Compensation Committee. Except for these restrictions and unless otherwise determinedany others imposed by the Compensation Committee, upon the grant of a restricted stock award, the recipientaward holder will have rights of a stockholder with respect to the underlying restrictedshares of Match Group common stock under the award, including the right to vote the restricted stocksuch shares and to receive all dividends and other distributions paid or made with respect to such restricted stockshares on such terms as arewill be set forth in the applicable award agreement.

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Unless otherwise determined by the Compensation Committee: (i) cash dividends onwith respect to the shares that are the subject of Match Group common stock underlying the restricted stock award shall be automatically reinvested in additional shares of restrictedMatch Group common stock, held subject to the vesting of the underlyingrelated restricted stock;stock award, and (ii) dividends payable in shares of Match Group common stock shall be paid in the form of additional shares of restrictedMatch Group common stock, held subject to the vesting of the underlyingrelated restricted stock.stock award. Restricted stock awards granted under the 20152017 Plan may or may not be subject to performance conditions. During the restriction period set by the Compensation Committee, the recipient may not sell, transfer, pledge, exchange or otherwise encumber the restricted stock. Generally, all shares ofunderlying unvested restricted stock awards shall be forfeited upon thean award holder's termination of employment, unless otherwise agreed or the Compensation Committee waives such forfeiture.

RSUs. The 20152017 Plan authorizesalso provides for the Compensation Committee to grantaward of restricted stock units or "RSUs."("RSUs"). RSUs are awards denominated in shares of Match Group common stock that will be settled, subject to the terms and conditions of the RSUs, in an amount in cash, shares of Match Group common stock or both, based upon the fair market value of a specified number of shares.shares of Match Group common stock. RSUs are not shares of our common stock and do not entitle the recipientsaward holder to the rights of a stockholder. The relevant RSU award agreementsagreement will specify whether, to what extent and on what terms and conditions the participantaward holder will be entitled to receive current or delayed payments of cash, shares or other property corresponding to the dividends payable on the shares.shares of Match Group common stock underlying the RSU award. RSUs granted under the 20152017 Plan may or may not be subject to performance conditions. The recipientaward holder may not sell, transfer, pledge or otherwise encumber RSUs granted under the 20152017 Plan prior to their vesting. Generally, all shares of unvested RSUs shall be forfeited upon thean award holder's termination of employment, unless otherwise agreed or the Compensation Committee waives such forfeiture.

Other Stock-Based Awards. Other stock-based awards and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Match Group common stock, including unrestricted stock, dividend equivalents and convertible debentures, may be granted under the 20152017 Plan. Shares covered by the 20152017 Plan may be used to satisfy obligations with respect to Subsidiary Equity Awards.equity awards that correspond to the value of certain Match Group subsidiaries.

Cash-Based Awards. Cash-based awards may be granted under the 20152017 Plan. No participant may be granted cash-based awards that havewith an aggregate maximum payment value in any calendar year in excess of $10.0ten million dollars if the awards are intended to qualify as tax-deductible performance-based compensation under Section 162(m) of the Code.

Performance Goals. The 20152017 Plan provides that performance goals may be established by the Compensation Committee in connection with the grant of any award under the 20152017 Plan. In the case of an award

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intended to qualify for the performance-based compensation exception of Section 162(m) of the Code, such goals willmust be based on the attainment of specified levels of one or more of the following measures: specified levels of earnings per share from continuing operations, net profit after tax, EBITDA, EBITA, gross profit, cash generation, unit volume, market share, sales, asset quality, earnings per share, operating income, revenues, return on assets, return on operating assets, return on equity, profits, total stockholder return (measured in terms of stock price appreciation and/or dividend growth), cost saving levels, marketing-spending efficiency, core non-interest income, change in working capital, return on capital, and/or stock price, with respect to the Company or any subsidiary, affiliate, division or department of the Company.

        The Compensation Committee established specific performance goals in connection with the grant of 2015 annual bonuses to our named executive officers in February 2016 and the IAC Compensation and Human Resources Committee established specific performance goals in connection with the grant of restricted stock units to our Chief Financial Officer in September 2015. In the event that the requirements of Section 162(m) of the Code and the regulations thereunder change to permit the Compensation Committee discretion to alter the performance measures without obtaining stockholder approval of such changes, the Compensation Committee shall have sole discretion to make such changes without obtaining stockholder approval.

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Change in Control. Unless otherwise provided by the Compensation Committee in an award agreement or otherwise, in the event that, during the two-year period following a change in control of Match Group, a participant's employment is terminated by Match Group, (otherother than for cause or disability)disability, or a participant resigns for good reason:

•

any SARs and stock options and SARs outstanding as of the date of the award holder's termination of employment that were outstanding as of the date of the change in control will become fully exercisable and vested and will remain exercisable for the greater of: (i) the period that they would remainhave remained exercisable absent the change in control provision and (ii) the lesser of the original term or one year following such termination of employment;



•

the restrictions applicable to restricted stock awards will lapse and such restricted stock will become free of all restrictions and fully vested and transferable; and



•

all RSUs will be considered to be earned and payable in full, any restrictions will lapse and such RSUs will be settled in cash or shares as promptly as practicable.

        The Compensation Committee or Board may provide for different treatment in the event of a change in control, including the vesting of awards upon a change in control. A spin-off of the Company from IAC will not constitute a change of control for purposes of the 2017 Plan.

Amendment and Discontinuance. The 20152017 Plan may be amended, altered or discontinued by theour Board of Directors, but no amendment, alteration or discontinuance may impair the rights of a recipient of a stock option, SAR, restricted stock, RSU or cash-basedan award holder under any award previously granted under the 2017 Plan without the consent of the recipient.award holder's consent. Amendments to the 20152017 Plan will require stockholder approval to the extent such approval is required by law or the listing standards of the applicable exchange. The 2015After approved by the Company's stockholders, the 2017 Plan will terminate on the ten-year anniversary of the completion of the IPO (November 18, 2025).May 19, 2027.

2015Anticipated Awards Under the 2017 Plan Benefits

        AllWith the exception of 1,855,600 shares of Match Group common stock underlying equity awards madegranted to employees (other than named executive officers) in February 2017 under the 20152017 Plan, are discretionary. Therefore,the effectiveness of which is contingent upon stockholder approval of the 2017 Plan, no benefits or amounts have been granted, awarded or received under the 2017 Plan and we cannot currently determine the benefits or number of shares subject to awards that may be granted to eligible employees and amountsdirectors under the 2017 Plan in the future. However, see the table below for information regarding awards that will bewould have been received or allocated to participants under the 20152017 Plan are not determinable at this time. The followingfor the year ended December 31, 2016 if the 2017 Plan had been in effect. All awards reflected in the table below reflects equity-based awards granted in 2015 (including Prior Plan Awards) for each of our named executive officers, our named executive officers as a group, all other employees as a group and all non-employee directors as a group.

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U.S. Federal Income Tax Consequences

        The following is a summary of certain federal income tax consequences of awards made under the 20152017 Plan based upon the laws in effect as of the date of this Proxy Statement.proxy statement. The discussion is general in nature and does not take into account a number of considerations whichthat may apply in light of the circumstances of a particulargiven participant under the 20152017 Plan. The incomeIncome tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.

Non-Qualified Stock Options. A participantParticipants will not recognize taxable income when a non-qualified stock option is granted and we will not be entitled to a tax deduction at such time. A participantParticipant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) upon the exercise of a non-qualified stock option in an amount equal to the excess of the fair market value of the shares purchasedacquired over their exercise price and we generally will be entitled to a corresponding deduction.

Incentive Stock Options. A participantParticipants will not recognize taxable income when an incentive stock option is granted. A participantParticipants will not recognize taxable income (except for purposes of the alternative minimum tax) upon the exercise of an incentive stock option. If the shares acquired upon theby exercise of an incentive stock option are held for the longer of two years from the date the stock option was granted and one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as a long-term capital gain or loss and we will not be entitled to any deduction. If, however, such shares are disposed of within such two- or one-year periods, then in the year of such disposition the participantparticipants will recognize compensation taxable as ordinary income in an amount equal to the excess of the lesser of the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price and we generally will be entitled to a corresponding deduction. The excess of the amount realized through the disposition date over the fair market value of the stockshares on the exercise date will be treated as capital gain.

SARs. A participantParticipants will not recognize taxable income when a SAR is granted and we will not be entitled to a tax deduction at such time. Upon the exercise, of a SAR, a participantparticipants will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) in an amount equal to the fair market value of any shares deliveredissued and the amount of cash paid by us and we generally will be entitled to a corresponding deduction.

Restricted Stock. A participantParticipants will not recognize taxable income at the time shares ofwhen restricted stock awards are granted and we will not be entitled to a tax deduction at such time, unless thea participant makes an election under Section 83(b) of the Code to be taxed at grant. If such an election is made, the

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participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time of the grant in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such an election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time the award's restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. The Company is entitled to a corresponding deduction at the time the ordinary income is recognized by the participant, except to the extent the deduction limits of Section 162(m) of the Code apply. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the award's restrictions lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees), rather than dividend income. The Company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.

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Restricted Stock Units. A participantParticipants will not recognize taxable income when restricted stock unitsRSUs are granted and we will not be entitled to a tax deduction at such time. A participantParticipants will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time of settlement of the award equal to the fair market value of any shares delivered and the amount of cash paid by us and we will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.

Limitations under Section 162(m) Limitations.of the Code. As explained above, Section 162(m) of the Code generally places a $1 million annual limit on a Company's tax deduction for compensation paid to certain senior executives, other than compensation that qualifies as "performance-basedsatisfies the applicable requirements for a performance-based compensation" as defined under Section 162(m) of the Code. exception. The 20152017 Plan is designed so that stock options, RSUs and SARs qualify for this exemption, and it also permits the Compensation Committee to grant other awards designed to qualify for this exception. However, the Compensation Committee reserves the right to grant awards that do not qualify for this exception, and, in some cases, the exception may cease to be available for some or all awards that otherwise so qualify. Thus, it is possible that Section 162(m) of the Code may disallow compensation deductions that would otherwise be available to the Company.

        The foregoing general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 20152017 Plan. Participants are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 20152017 Plan.

Subsidiary Equity Awards

        Match Group has granted (and prior to the completion of the IPO, IAC granted) Subsidiary Equity Awards. Pursuant to an employee matters agreement between Match Group and IAC, these awards will vest over a period of years and are settleable, at IAC's option, in shares of IAC common stock or Match Group common stock. To the extent shares of IAC common stock are issued, we will reimburse IAC for the cost of these shares by issuing IAC additional shares of Match Group common stock. See Certain Relationships and Related Party Transactions—Relationships Involving Significant Stockholders.

PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE "SAY ON PAY VOTE")

        The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), enacted in July 2010, requires the Company to seek a non-binding advisory vote from its stockholders to approve the compensation of its named executives. This proposal, also referred to as the "say on pay vote", is not intended to address any specific item of compensation, but rather our overall compensation program and policies relating to our named executives.

        As described under the caption Compensation Discussion and Analysis, beginning on page 24, prior to the completion of our IPO in November 2015, we were a wholly-owned subsidiary of IAC and during that time, the compensation of our executive officers (including our named executives) was generally determined by IAC's senior management in accordance with executive compensation program and policies adopted by the Compensation and Human Resources Committee of IAC's Board of Directors, which were designed to provide the level of compensation necessary to attract, retain, motivate and reward talented and experienced executives and to motivate them to achieve short-term and long-term goals, thereby enhancing stockholder value and creating a successful company.

        Following the completion of our IPO, Match Group's Compensation Committee, which is comprised of three independent directors, has the responsibility of establishing Match Group's compensation philosophy and programs and determining appropriate payments and awards to our executive officers (including our named executives).

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Match Group's executive officer compensation program and policies are designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable Match Group to meet its growth objectives. Match Group's Compensation Committee approved 2015 annual bonuses in February 2016 for executive officers (including our named executives).

        We believe that our and IAC's executive officer compensation programs, with their balance of short-term and long-term incentives, reward sustained performance that is aligned with long-term stockholder interests. Accordingly, we believe that the compensation paid to our named executives in 2015 pursuant to such programs was fair and appropriate and are asking our stockholders to voteFOR the adoption of the following resolution:

"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the Company's named executives for 2015, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables, and the related narrative."

        The approval, on an advisory basis, of the say on pay vote proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board and Compensation Committee value the opinions of all of our stockholders and will consider the outcome of this vote when making future compensation decisions for our named executives.

        The Board recommends that the stockholders voteFOR the advisory vote on executive compensation.

PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE

        In addition to the advisory vote on executive compensation set forth above, the Dodd-Frank Act also requires the Company to seek a non-binding advisory vote from its stockholders regarding the frequency of holding the advisory vote on executive compensation in the future. In casting your advisory vote, you may indicate whether you prefer that we seek an advisory vote every one, two or three years. You may also abstain from voting on this matter.

        After thoughtful consideration, our Compensation Committee and the Board believe that holding an advisory vote on executive compensation every three years is the most appropriate policy for the Company and its stockholders at this time. Our Board and the Compensation Committee believe that a triennial vote more closely mirrors the long-term nature of a significant portion of our executive officer compensation program and will discourage short-term thinking and, as a result, a stockholder's analysis of our performance and compensation practices would be more fully informed when viewed over a three-year period. Moreover, allowing more time in between the advisory votes on executive compensation would provide a greater opportunity for our Board and Compensation Committee to engage in meaningful analysis of any compensation issues and consideration of any stockholder concerns.

        The approval, on an advisory basis, of the frequency of holding the say on pay vote proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together. However, if no choice receives a majority of votes, then the option on the frequency of the advisory vote that receives the highest number of votes cast by stockholders will be considered by the Board as the stockholders' recommendation as to the frequency of holding future say on pay votes. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board values the opinions of all of our stockholders and will consider the outcome of this vote when making future decisions on the frequency with which we will hold an advisory vote on executive compensation.

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        The Board recommends that the stockholders vote for holding the say on pay vote onceEVERY THREE YEARS at Match Group's Annual Meeting of Stockholders.

PROPOSAL 5—RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        Subject to stockholder ratification, the Audit Committee of the Board of Directors has appointed Ernst & Young LLP as Match Group's independent registered public accounting firm for the fiscal year ending December 31, 2016.2017. Ernst & Young LLP has served as the independent registered public accounting firm for IAC and Match Group (when it was a wholly-owned subsidiary of IAC)IAC and following the completion of its initial public offering in November 2015) for many years and is considered by management to be well qualified.

        A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will be given an opportunity to make a statement if he or she so chooses and will be available to respond to appropriate questions.

        Ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together.

        The Board recommends that our stockholders voteFORthe ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016.the fiscal year ending December 31, 2017.

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AUDIT COMMITTEE MATTERS

Audit Committee Report

        The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which iswas filed as Appendix A to this Proxy Statement.Match Group's 2016 Annual Meeting proxy statement. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the Board of Directors with the monitoring of: (i) the integrity of Match Group's financial statements, (ii) the effectiveness of Match Group's internal control over financial reporting, (iii) the qualifications and independence of Match Group's independent registered public accounting firm, (iv) the performance of Match Group's internal audit function and independent registered public accounting firm, (v) Match Group's risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by Match Group with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that Match Group's financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of Company management and Match Group's independent registered public accounting firm.

        In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of Match Group for the fiscal year ended December 31, 20152016 with Match Group's management and Ernst & Young LLP, Match Group's independent registered public accounting firm.

        The Audit Committee has discussed with Ernst & Young the matters required to be discussed by PCAOB Auditing Standard No. 16,1301, "Communications with Audit Committees." In addition, the Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young's communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from Match Group and its management.

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        In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for Match Group for the fiscal year ended December 31, 20152016 be included in Match Group's Annual Report on Form 10-K for the year ended December 31, 20152016 for filing with the SEC.

Members of the Audit Committee

Alan G. Spoon (Chair)(Chairperson)
Thomas J. McInerney
Pamela S. Seymon

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Fees Paid to Our Independent Registered Public Accounting Firm

        The following table sets forth fees for all professional services rendered by Ernst & Young LLP to Match Group for the years ended December 31, 2015 and 2014:2016 amd 2015:

Audit and Non-Audit Services Pre-Approval Policy

        The Audit Committee has a policy governing the pre-approval of all audit and permitted non-audit services performed by Match Group's independent registered public accounting firm in order to ensure that the provision of these services does not impair such firm's independence from Match Group and its management. Unless a type of service to be provided by Match Group's independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services in excess of pre-approved cost levels also require specific pre-approval by the Audit Committee. In all pre-approval instances, the Audit Committee considers whether such services are consistent with SEC rules regarding auditor independence.

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        All Tax services require specific pre-approval by the Audit Committee. In addition, the Audit Committee has designated specific services that have the pre-approval of the Audit Committee (each of which is subject to pre-approved cost levels) and has classified these pre-approved services into one of three categories: Audit, Audit-Related and All Other (excluding Tax). The term of any pre-approval is 12 months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee revises the list of pre-approved services from time to time. Pre-approved fee levels for all services to be provided by Match Group's independent registered public accounting firm are established periodically from time to time by the Audit Committee.

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        Pursuant to the pre-approval policy, the Audit Committee may delegate its authority to grant pre-approvals to one or more of its members, and has currently delegated this authority to its Chairman. The decisions of the Chairman (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to management.

INFORMATION CONCERNING MATCH GROUP EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS

        Background information about Match Group's current executive officers who are not director nominees is set forth below. For background information about Match Group's Chairman and SeniorChief Executive Officer, Gregory R. Blatt, and former Chief Executive Officer, Sam Yagan, see the discussion under Information Concerning Director Nominees beginning on page 6.5.

        Jeffrey DawsonJared F. Sine, age 40,37, has served as Chief Financial OfficerGeneral Counsel and Secretary of the Company's Dating businessMatch Group since May 2013.July 2016. Prior to thisthat time, Mr. Dawson servedSine was Vice President and Associate General Counsel of Expedia, Inc. ("Expedia") from July 2015 to June 2016 and in that capacity was responsible for mergers, acquisitions and other strategic transactions. Prior to that time, Mr. Sine held a variety of finance related roles since joining the Company in 2008, most recently as Vice President, Financelegal positions at Expedia from January 2011 to April 2013, Director, Finance from February 2010 to December 2010 and Director, International Finance from February 2009 to January 2010.October 2012. Prior to joining Expedia, Mr. Sine was an associate at the Company,law firms of Latham & Watkins and Cravath, Swaine & Moore. Mr. Dawson servedSine as a financial analyst for American AirlinesBS and prior to joining American Airlines, served in a variety of roles for several technology startups. Mr. Dawson began his career as a management consultant at Price Waterhouse. Mr. Dawson holds a BBA in FinanceJD from the University of Texas at Austin and an MBA from Southern Methodist University's Cox School of Business.Brigham Young University.

        Gary Swidler, age 45,46, has served as Chief Financial Officer of Match Group since September 2015. Prior to that time, Mr. Swidler was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch ("Merrill Lynch") from April 2014 to August 2015. Prior to that time, Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to April 2014. Prior to joining Merrill Lynch, Mr. Swidler was an associate at the law firm of Wachtell, Lipton, Rosen & Katz. Mr. Swidler has a BSE from the Wharton School at the University of Pennsylvania and a JD from New York University School of Law.

        Amarnath Thombre, age 42,44, has served as Chief Strategy Officer of Match Group, where he oversees the Company's strategy, research and analytics functions, since March 2015. Prior to that time, he served in a variety of roles at the Company, most recently as President, Match North America from April 2013 to March 2015 and prior to that time, as Senior Vice President and Vice President, Analytics. Prior to joining the Company in 2008, Mr. Thombre held various management and strategy roles at i2 Technologies, Inc., where he worked closely with multiple consumer businesses in order to drive the company's growth through supply chain innovation. Mr. Thombre holds an undergraduate degree in Engineering from the Indian Institute of Technology in Mumbai and a master's degree in Engineering from the University of Arizona.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

        Our executive officers whose compensation is discussed in this compensation discussion and analysis (the "CD&A") and whoto whom we refer to as our named executive officers in this CD&A (the "NEOs"): are:

•

Gregory R. Blatt, Chairman and beginning in 2016, Chief Executive Officer;



•

Sam Yagan, Chief Executive Officer through the end of 2015;



•

Gary Swidler, Chief Financial Officer beginning September 2015;Officer;



•

Amarnath Thombre, Chief Strategy Officer; and



•

Jeffrey Dawson, Chief Financial Officer through September 2015Jared Sine, General Counsel and currently Chief Financial Officer, Dating.Secretary (since July 2016).

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        Prior to the completion of the IPO, we were a wholly-owned subsidiary of IAC. During that time, the compensation of Match Group's executive officers was determined by IAC. Because our NEOs were not executive officers of IAC in 2015, their compensation was generally determined by IAC's senior management in accordance with the philosophy adopted by the Compensation and Human Resources Committee of IAC's Board of Directors (the "IAC Committee"). The IAC Committee approved all equity awards and the terms of the employment arrangements for Messrs. Blatt and Swidler, as described below.

        Following the completion of IPO, Match Group's Compensation Committee is comprised of three independent directors who have the responsibility of establishing Match Group's compensation philosophy and programs and determining appropriate payments and awards to its executive officers. Match Group's compensation committee approved 2015 annual bonuses in early 2016 for executive officers and the terms of an employment agreement for Mr. Blatt. The Match Group Compensation Committee (the "Match Group Committee") may evolve components of Match Group's compensation practices and programs described herein over time, and therefore this report is not necessarily indicative of the practices we will follow going forward.

        Neither Match Group nor IAC has an ongoing relationship with any particular compensation consulting firm, though IAC has from time to time retained the services of consultants on specific occasions regarding broad-based IAC compensation programs or with respect to long-term incentives for particular executives. In 2015, the IAC Committee engaged Compensation Advisory Partners LLC ("CAP") to assist the IAC Committee in its consideration of Mr. Blatt's compensation package following the completion of the IPO.

Philosophy and Objectives

        Match Group's executive officer compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable Match Group to meet its growth objectives.

        Although Match Group is a publicly traded company, we attempt to foster an entrepreneurial culture given that we operate a broad and diverse portfolio of dating brands, and we seek to attract and retain senior executives with entrepreneurial backgrounds, attitudes and aspirations. Accordingly, when attempting to recruit and retain our executive officers, as well as other executives who may become executive officers at a later time, we compete not only with other public companies, but also with earlier stage companies, companies funded by financial sponsors, such as private equity and venture capital firms, financial sponsors themselves and professional firms. We structure our compensation program so that we can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and long-term equity ownership.

When establishing compensation packages for a given executive, Match Group has followedfollows a flexible approach, and has mademakes decisions based on a host of factors particular to a given executiveexecutive's situation, including itsour firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the relevant individual, competitive survey data, internal equity considerations and other factors Match Group deemswe deem relevant at the time.

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        Similarly, Match Group hasdoes not followedfollow an arithmetic approach to establishing compensation levels and measuring and rewarding performance, as we believe these approaches often fail to adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given period, Match Group may have multiple objectives, and these objectives, and their relative importance, often change as the competitive and strategic landscape shifts,landscapes shift, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, Match Group haswe have historically avoided the use of strict formulas in itsour compensation practices and has reliedrely primarily on a discretionary approach.

Roles and Responsibilities

        The Compensation and Human Resources Committee of the Company's Board of Directors (for purposes of this CD&A, the "Committee") has primary responsibility for establishing the compensation of the Company's executive officers. All compensation decisions referred to throughout this CD&A have been made by the Committee, based (in part) on recommendations from Mr. Blatt (as described below), and with input from representatives of the Company's majority stockholder. The Committee currently consists of Mses. De Rycker, McDaniel (Chairperson) and Seymon.

        The executive officers participate in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In early 2017, Mr. Blatt met with the Committee and discussed his views of corporate and individual executive officer performance for 2016 for Messrs. Swidler, Thombre and Sine, and his recommendations for annual bonuses for those executive officers. He also discussed his own performance. Following these discussions, the Committee met in executive sessions to discuss these recommendations, including their views of corporate and individual performance for 2016 for Mr. Blatt. After consideration of these recommendations, the input and recommendations from representatives of the Company's majority stockholder and their own evaluations, the Committee ultimately determined annual bonus amounts for each executive officer.

        In establishing a given executive officer's compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation arrangements are also reviewed and taken into account. However, Match Group does not believe in any formulaic relationship or targeted allocation between these elements. Instead, each individual executive's situation is evaluated on a case-by-case basis each year, considering the variety of relevant factors at that time.

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        Although the Committee reserves the right to solicit the advice of consulting firms and engage legal counsel, except as noted below, no such consulting firms or legal counsel were engaged during 2016.

        In addition, from time to time, the Company may solicit survey or peer compensation data from various consulting firms. In 2016, the Company engaged Compensation Advisory Partners LLC ("CAP") to provide comparative market data in connection with the Company's own analysis of its equity compensation practices, but neither CAP nor any other compensation consultant had any role in determining or recommending the amount or form of executive compensation for 2016.

Compensation Elements

        Match Group's compensation packages for executive officers have primarily consisted of salary, annual bonuses, long term incentives (typically equity awards), and, to a more limited extent, perquisites and other benefits. Prior to making specific decisions related to any particular element of compensation, Match Groupwe typically reviewsreview the total compensation of each executive, evaluating the executive's total near and long-term compensation in the aggregate. Match Group determinesWe then determine which element or combinations of compensation elements (salary, bonus and/or equity) can be used most effectively to further itsour compensation objectives. However, all such decisions are subjective, and are made on a facts and circumstances basis without any prescribed relationship between the various elements of the total compensation package.

Salary

General. Match Group typically negotiates a new executive officer's starting salary upon arrival, based on the executive's prior compensation history, prior compensation levels for the particular position within Match Group, the location of a particular executive, salary levels of other executives within Match Group, salary levels available to the individual in alternative opportunities, reference to certain survey information and the extent to which Match Group desires to secure the executive's services.

        Once established, salaries can increase based on a number of factors, including the assumption of additional responsibilities, internal equity, periodic market checks and other factors whichthat demonstrate an executive's increased value to Match Group.

        2015.2016. The IAC Committee adjusted the salaries of certain Match Group executives in 2015. Mr. Blatt received a salary increase from $500,000 to $1,000,000, effective January 1, 2016, in connection with his assuming the consolidated role of Match Group Chairman and CEO. Mr. Swidler'sSine's salary of $500,000$350,000 was established upon his joining Match Group in September.July 2016. In establishing thesethis salary levels, IAClevel, Match Group relied on comparable positions, its general experience recruiting for similar roles and negotiations with these executives.this executive. No other executive officer salaries were established or adjusted during 2015.2016.

Annual Bonuses

General. Match Group's bonus program is designed to reward performance on an annual basis and annual bonuses are discretionary. Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a significant portion of an executive's total compensation, the bonus program provides an important incentive tool to achieve Match Group's annual objectives. Match Group generally pays bonuses shortly after year-end following finalization of financial results for the prior year.

        The determination of bonus amounts is based on a non-formulaic assessment of factors that vary from year to year. At the beginning of each year, the Committee sets performance objectives, which historically have been tied to the achievement of EBITDA (as defined below), revenue or share price performance targets during the forthcoming year, and maximum bonus amounts. In general, these performance targets are the minimum acceptable performance conditions, but with respect to which there is substantial uncertainty when we establish them. The establishment of performance targets and maximum bonus amounts is undertaken primarily to satisfy the requirements of Section 162(m) of the

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Code. Satisfaction of one or more of the performance targets established by the Committee allows for the payment of bonuses that will be deductible by the Company for federal income tax purposes, should any bonuses be awarded to the Company's executive officers. However, satisfaction of the applicable performance targets does not obligate the Committee to approve any specific bonus amount for any executive officer, and the Committee has historically reduced the maximum bonus amount based on a discretionary assessment of Company and, to a lesser extent, individual performance. In determining individual annual bonus amounts, we consider a variety of factors regarding the Company's overall performance, such as growth in profitability or achievement of strategic objectives by the Company, an individual's performance and contribution to the Company, and general bonus expectations previously established between the Company and the executive.

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We do not quantify the weight given to any specific element or otherwise follow a formulaic calculation; however, Company performance tends to be the dominant driver of the ultimate bonus amount.

        The definition of EBITDA used for establishing Section 162(m) performance objectives comes from the 2015 Plan, and is as follows: "EBITDA" means for any period, operating profit (loss) plus, if applicable: (i) depreciation, (ii) amortization and impairment of intangibles, (iii) goodwill impairment, (iv) non-cash compensation expense, (v) restructuring charges, (vi) non-cash write-downs of assets, (vii) charges relating to disposal of lines of business, (viii) litigation settlement amounts, and (ix) costs incurred for proposed and completed acquisitions.

For 20152016 bonuses, we considered a variety of factors, including year-over-year revenue and Adjusted EBITDA growth, levels of cash flow generated from operations, and certain strategic accomplishments, including the successful completion of our IPO, debt financings, strategic merger and acquisition activity and the acquisitiongeneral successful operation of PlentyOfFish. Notwithstanding the several significant strategic achievementsCompany in its first full year following its initial public offering. While these factors were the primary ones considered in setting bonus award amounts, the Committee also considered each executive officer's role and responsibilities, the relative contributions made by each executive officer during the year Mr. Blatt and Mr. Yagan did not receive 2015the relative size of the bonuses and 2015 bonuses forpaid to the other executive officers were lower than 2014officers. With respect to bonuses primarily reflecting lower than expected year over year profit growth.for NEOs, the Committee considered the following: (i) with respect to Mr. Blatt, his role as Chairman and Chief Executive Officer of the Company, including his focus on overseeing the operations of, and developing the strategic agenda for, the Company, (ii) with respect to Mr. Swidler, received ahis role as Chief Financial Officer of the Company, including his management of the Company's financial operations and his oversight of the Company's debt offering and term loan amendment, (iii) with respect to Mr. Thombre, his substantial contributions to significant strategic initiatives at the Company, as well as his substantial contributions in connection with Tinder's 2016 performance, and (iv) with respect to Mr. Sine, his role as General Counsel, including his management of the Company's legal operations.

        Executive officer bonuses tend to be highly variable from year-to-year depending on the performance of the Company and, in certain circumstances, individual executive officer performance. Accordingly, we believe our executive officer bonus of $700,000 pursuantprogram provides strong incentives to terms agreed with him upon his joiningreach the company, which include that he would be entitled to discretionaryCompany's annual cash bonuses with a target of $700,000 per annum (and that he would receive a guaranteed bonus of no less than that amount for 2015).goals.

Long-Term Incentives

General. Match Group believes that ownership shapes behavior, and that by providing a meaningful portion of an executive officer's compensation in stock based awards, an executive's incentives are aligned with stockholder interests in a manner that drives better performance over time. The primary long term incentives for our NEOs have been Match Group stock options, although certain Match Group RSU awards and IAC equityrestricted stock unit ("RSU") awards have also been granted.granted from time-to-time.

        In setting particular award levels, the predominant objectives have been providing the personexecutive with effective retention incentives and incentives for strong future performance. Appropriate levels to meet these goals may vary from year to year, and from individualexecutive to individual,executive, based on a variety of factors.

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        The annual corporate performance factors relevant to setting bonus amounts that were discussed above, while taken into account, have generally been less relevant in setting annual equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument than annual bonuses.

        All equity awards have been approved by eitherthe Committee, other than the IAC Committee orequity awards granted to Messrs. Swidler and Thombre in 2016, which were approved by the IAC Compensation and Human Resources Committee. When granting Match Group Committee. In making equity awards, the relevant Committees haveCommittee has taken into account historical practices, their viewsthe Committee's view of market compensation generally, the dilutive impact of equity grants and desired short and long-term dilution levels, an individual'sa given executive's existing equity holdings and their retention and incentive value and other relevant factors. When considering equity compensation for the Company's Chairman and Chief Executive Officer, the Committee also considered the input of representatives of the Company's majority stockholder.

        Except where otherwise noted, equity awards have been made following year-end after finalization of financial results for the prior year. Committee meetings at which the awards are made are generally scheduled well in advance and without regard to the timing of the release of earnings or other material information.

        February 2015 Awards.    Stock option awards granted prior to February 2015 typically vested 50% after year 2 and 50% after year 3 based on continued service. In early 2015, however, a portion of the stock options granted to our NEOs also required the achievement of specified Adjusted EBITDA performance levels for certain of our individual businesses. Based on the Company's most recent assessment, it now appears likely that the substantial majority of these performance thresholds will not be met and that most of these performance-based options will not vest.

        Late 20152016 Awards. In September 2015, stock options were awarded to certain key leaders at Match Group (including Mr. Dawson and Mr. Thombre) to provide additional incentives in advanceFebruary 2016, as part of the IPO. Also in September, the IAC Committee awardedCompany's annual year-end compensation review, Mr. Thombre received 225,000 stock options and restricted stock units ("Match RSUs") to Mr. Swidleroptions. In July 2016, in connection with his joining the Company as Chief Financial Officer, with the number ofGeneral Counsel and Secretary, Mr. Sine received 250,000 stock options and RSUs determined through negotiation. The options awarded in September will vest in four equal installments on the first four anniversaries of the grant date, and have an exercise price equal to the fair marketRSU award with a dollar value of a share of the Company's common stock at that time. The Match RSUs will vest in three equal installments on the first three anniversaries of the grant date.

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        In November 2015, in connection with the IPO and in light of the near-term assumption by Mr. Blatt of the consolidated role of Chairman and CEO of Match Group, the IAC Committee awarded Mr. Blatt with 3.5 million stock options, as described below. The number of options was determined by the IAC Committee based on a number of factors, including (i) Mr. Blatt's compensation history in his prior roles at IAC; (ii) competitive pay and performance data among peer companies; (ii) the vesting and expiration schedules of Mr. Blatt's then-existing long-term incentive arrangements and (iv) the IAC Committee's desire to retain Mr. Blatt's services for the long term. The per share exercise price of the options was $12.00, the offering price in the IPO. The options will vest in four equal annual installments on the first four anniversaries of the grant date. One-half of the shares covered by the options contain a market condition in addition to a service requirement, and require Match Group's stock to have appreciated by a certain amount before the options can be exercised.

        February 2016 Awards.    As part of the annual year-end compensation review, Mr. Thombre and Mr. Dawson received 225,000 and 150,000 stock options, respectively.$150,000. The options vest 25% a year, on the first four anniversaries of the grant date, and have an exercise price equal to the closing price of the Company's common stock on the grant date. Mr. Sine's RSUs vest in three equal installments on the first three anniversaries of the grant date. Messrs. Blatt and Swidler did not receive any Match Group stock option awards in 2016, as they both received substantial awards in late 2015.

        Future2017 Awards. All NEOs remain eligible for futureIn February 2017, as part of the Company's annual year-end compensation review, the Committee granted 125,000 stock options to Mr. Swidler, 200,000 stock options to Mr. Thombre and 100,000 stock options to Mr. Sine. The options vest 25% a year, on the first four anniversaries of the grant date, and have an exercise price equal to the closing price of the Company's common stock on the grant date. Also in February 2017, Mr. Swidler received 175,000 RSUs vesting in three equal installments on the first three anniversaries of the grant date, and Messrs. Thombre and Sine received 175,000 and 50,000 RSUs, respectively, vesting in two equal installments on the second and third anniversaries of the grant date. The Committee considered Mr. Blatt's outstanding equity awards, although it is expected that any awardsincluding the grant made overto him at the next two years will be at diminished levels from those received between Februarytime of the Company's initial public offering in November 2015, and elected not to make an additional award to Mr. Blatt in February 2016.2017.

2016 Employment Agreement for Mr. BlattAgreements

Mr. Blatt. On April 27, 2016 (the "Effective"Blatt Effective Date"), the Company and Mr. Blatt entered into a new employment arrangement. The agreement provides for a scheduledan initial term of one (1) year from the Blatt Effective Date and provides for automatic renewals for successive one (1) year terms absent written notice from Match Group or Mr. Blatt ninety (90) days prior to the expiration of the then current term. During the term, Mr. Blatt will receive an annual base salary of $1,000,000 and will be eligible for discretionary annual bonuses. In the event Mr. Blatt's employment is involuntarily terminated: (i) he shall be entitled to salary continuation for 12twelve (12) months, subject to offset for amounts earned from other employment, and (ii) all Match Group equity awards and(and equity awards issued by any Match Group subsidiary or its parentparent) that are outstanding on the date of termination and that would have vested during the six months(6) month period following his date of termination assuming(assuming that all such awards vested on a monthly basis,basis) will vest on the termination date. Upon a termination of Mr. Blatt's employment for any reason other than for cause, all vested options shall remain exercisable for 18eighteen (18) months following the termination date. Mr. Blatt will also be subject to

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customary post-employment restrictive covenants, including a non-compete and a prohibition on soliciting Company employees and customers.

Mr. Sine. Effective July 5, 2016 (the "Sine Effective Date"), the Company and Mr. Sine entered into an employment agreement, pursuant to which Mr. Sine became the Company's General Counsel and Secretary. The agreement has an initial term of one (1) year from the Sine Effective Date and provides for automatic renewals for successive one (1) year terms absent written notice from Match Group or Mr. Sine ninety (90) days prior to the expiration of the then current term. The agreement provides that Mr. Sine will be eligible to receive an annual base salary (currently $350,000), discretionary annual bonuses, equity awards and such other employee benefits as may be reasonably determined by the Committee. In connection with the commencement of Mr. Sine's employment, he was granted: (i) 10,006 restricted stock units (the "RSU Award") and (ii) 250,000 stock options with an exercise price equal to the closing price of the Company's common stock on the grant date. The RSU Award vests in three equal installments on first three anniversaries of the Sine Effective Date and the stock option awards vest in four equal installments on the first four anniversaries of the Sine Effective Date, in all cases, subject to Mr. Sine's continued employment with Match Group. In the event Mr. Sine's employment is involuntary terminated, he shall be entitled to salary continuation for twelve (12) months, subject to offset for amounts earned from other employment. Mr. Sine will also be subject to customary post-employment restrictive covenants, including a non-compete and a prohibition on soliciting companyCompany employees and customers.

Change of Control and Severance

        Match Group believes that providing executives with change of control protection is sometimes important to allowing executives to fully value the forward looking elements of their compensation packages, and therefore limit retention risk during uncertain times. Accordingly, Match GroupThe terms of equity awards granted to senior executives generally include a so-called "double-trigger" change of control provision, as provided for under the 2015 Plan, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control, but only when the executive suffers an involuntary termination of employment during the two (2) year period following such change of control. The Committee believes that providing for the acceleration of the vesting of equity awards after an involuntary termination in these circumstances will assist in the retention of our executives through a change of control transaction.

Severance

        We generally provide forexecutive officers with some degreeamount of accelerated vestingsalary continuation in the event of a changean involuntary termination of controlemployment, and in certain instances, accelerate the vesting of certain equity awards held by such executive officers at the time of termination. The Company generally does not provide for the acceleration of the company. In certain rare instances, small degreesvesting of salary continuation and vesting acceleration may be providedequity awards in the event of certain employment terminations beyondan executive officer voluntarily resigns from the control of the executive.

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Other Compensation

        Under limited circumstances, certain Match Group executive officers have received non-cash and non-equity compensatory benefits. The valuesvalue of these benefits, areas and if applicable, is reported under the heading "Other Annual Compensation" incolumn of the Summary Compensation Table on page 27 of this filingproxy statement pursuant to applicable rules. TheMatch Group executive officers do not participate in any deferred compensation or retirement program other than IAC's 401(k) plan.

Tax Deductibility

        IAC's practice had been to structure Match Group's compensation program in such a manner so that the compensation is deductible by IAC for federal income tax purposes. Match Group intends to structurestructures its compensation policies to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, whenever it is reasonably possible to do so, while also meeting our compensation objectives. Nonetheless, from time to time, certain non-deductible compensation may be paid, and the Match Group Board of Directors and the Committee reserve the authority to award non-deductible compensation to named executive officers in appropriate circumstances.

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COMPENSATION COMMITTEE REPORT

        The Compensation and Human Resources Committee has reviewed the Compensation Discussion and Analysis and discussed it with Company management. In reliance on its review and the discussions referred to above, the Compensation and Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in Match Group's 2015 Annual Report2016 annual report on Form 10-K and this Proxy Statement.proxy statement.

Members of the Compensation and Human Resources Committee

Ann L. McDaniel (Chair)(Chairperson)
Sonali De Rycker
Pamela S. Seymon

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The membership of the Compensation and Human Resources Committee consisted of Mmes.Mses. De Rycker, McDaniel (Chairperson) and Seymon during 2015.2016. None of them has been an officer or employee of IACMatch Group or Match GroupIAC at any time during their respective service on the committee.

EXECUTIVE COMPENSATION

Overview

        This Executive Compensation section of this Proxy Statementproxy statement sets forth certain information regarding total compensation earned by our named executives for the years 2013, 2014, 2015 and 2015,2016, as well as CompanyMatch Group and IAC equity awards made to our named executives in 2015, Company2016, Match Group and IAC equity awards held by our named executives on December 31, 20152016 and the dollar value realized by our named executives upon the vesting and exercise of CompanyMatch Group and IAC equity awards during 2015.2016. Unless otherwise indicated, stock and option awards in the table below are denominated in shares of Match Group.

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Summary Compensation Table

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Table of which were cancelled in 2014 (as described in footnote (5) above).

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Grants of Plan-Based Awards in 20152016

        The table below provides information regarding all Match Group stock options and RSUs and IAC stock options, as applicable, granted to our named executives in 2015.

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Outstanding Equity Awards at 2016 Fiscal Year-End

        The table below provides information regarding Match Group stock options and RSUs and IAC stock options, as applicable, held by our named executives on December 31, 2016. The market value of Match Group RSU awards is based on the Company's most recent assessmentclosing price of the conditions associated with the Performance Awards, it is believed that a significantly smaller percentage of these Performance Awards will ultimately vest than what was assumed in valuing these awards at the time of grant.Match Group common stock ($17.10) on December 30, 2016.

The number of Performance Awards that appears in the "Maximum" column reflects the maximum number of Performance Awards that would vest if the highest level of performance condition is achieved.