By order of Internet Availabilitythe Board of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.

	By order of the Board of Directors,
	Jared F. Sine Chief Business Affairs and Legal Officer and Secretary

April 30, 2021

Jared F. Sine
Chief Business Affairs and Legal Officer and Secretary

May 1, 2023

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PROXY STATEMENT

TABLE OF CONTENTS

Section		Page Number
Section			Page Number
Questions and Answers About the Annual Meeting and Voting							1
Separation of Match Group and IAC					5
Proposal 1—Election of Directors					54
Proposal and Required Vote					5
Information Concerning Director Nominees and Other Members					65
Board Diversity			8
Corporate Governance							8
The Board and Board Committees							11
Proposal 2—Approval of the Match Group, Inc. 2021 Global Employee Stock Purchase PlanAdvisory Vote on Executive Compensation (the 2021 ESPP Proposal)“Say on Pay Vote”)							12
Summary of Material Provisions of the ESPP					12
Proposal 3—3—Ratification of Appointment of Independent Registered Public Accounting Firm					1713
Audit Committee Matters							1813
Audit Committee Report							1813
Fees Paid to Our Independent Registered Public Accounting Firm							1914
Audit and Non-Audit Services Pre-Approval Policy							1914
Information Concerning Match Group Executive Officers Who Are Not Directors							2015
Compensation Discussion and Analysis							2115
Compensation Committee Report							25
Compensation Committee Interlocks and Insider Participation							25
Executive Compensation							26
Overview202					262
2020 Summary Compensation Table					26
Grants of Plan-Based Awards in 20202022							27
Outstanding Equity Awards at 20202022 Fiscal Year-End							2729
20202022 Option Exercises and Stock Vested							2930
Estimated Potential Payments Upon Termination or Change in Control							2931
CEO Pay Ratio							3134
Equity Compensation Plan Information							3234
Pay Versus Performance			35
Director Compensation							3241
Security Ownership of Certain Beneficial Owners and Management							3443
Delinquent Section 16(a) Reports							3645
Certain Relationships and Related Person Transactions							3645
Review of Related Person Transactions							3645
Relationships Involving Significant StockholdersTransactions with Related Persons							3645
Relationships Involving Other Related Persons					38
Annual Reports					3846
Stockholder Proposals and Director Nominees for Presentation at the 20222024 Annual Meeting							3946
Householding							3946
Notice of Internet Availability of Proxy Materials							3947
Appendix A—Audit Committee Charter			A-1
Appendix B—Compensation and Human Resources Committee Charter			B-1
Appendix C—Nominating Committee Charter			C-1
Appendix D—Match Group, Inc. 2021 Global Employee Stock Purchase Plan			D-1

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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 U.S. Securities and Exchange Commission (the “SEC”), we have elected to deliver this proxy statement and our 2020 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 2020 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.

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

A:    In accordance with rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to deliver this proxy statement and our 2022 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. 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 2022 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that this 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, our proxy materials and our 20202022 Annual Report on Form 10-K are being mailed on or about April 30, 2021May 1, 2023 to stockholders of record as of the close of business on April 16, 2021 and this24, 2023. This proxy statement and our 20202022 Annual Report on Form 10-K will also be available atwww.proxyvote.com beginning on April 30, 2021.May 1, 2023. 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: (i) before the date of the Annual Meeting by completing and submitting your proxy online or by phone, or by requesting and returning a written proxy card by mail, or (ii) by voting at the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021.

Q:

How do I participate in the Annual Meeting?

A:

To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/MTCH2021 and enter the sixteen-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials.

Q:

Who is entitled to vote at the Annual Meeting?

A:

Holders of common stock of Match Group, Inc. (“Match Group” or the “Company”) as of the close of business on April 16, 2021, 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.

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 of Match Group, Inc. (“Match Group” or the “Company”) as of the close of business on April 24, 2023, the record date for the Annual Meeting established by Match Group’s Board of Directors (the “Board”), are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

At the close of business on April 16, 2021,24, 2023, there were 270,148,970278,455,869 shares of Match Group common stock outstanding and entitled to vote. Holders of Match Group common stock are entitled to one vote 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.

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 at the close of business on April 16, 202124, 2023 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 Dallas offices, located at 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231. This list will also be made available at the Annual Meeting.

Q:    What are the quorum requirements for the Annual Meeting?

A:    The presence at the Annual Meeting, onlinein person or by proxy, of holders having a majority of the total voting power entitled to vote by holders of Match Group common stock at www.virtualshareholdermeeting.com/MTCH2021.

the Annual Meeting constitutes a quorum. Shares of Match Group 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?

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 voting power entitled to vote by holders of Match Group common stock at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. Shares of Match Group 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 three members of Match Group’s Board of Directors, each to hold office for a three-year term ending on the date of the annual meeting of stockholders in 2024 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. 2021 Global Employee Stock Purchase Plan (the “2021 ESPP Proposal”);

•

Proposal 3—to ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year; and

A:    Match Group stockholders will vote on the following proposals:

•    Proposal 1—to elect three members of Match Group’s Board of Directors, each to hold office for a three-year term ending on the date of the annual meeting of stockholders in 2026 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 hold an advisory vote on executive compensation (the “say on pay vote”);

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•    Proposal 3—to ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2023 fiscal year; and

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

Q:

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

A:

You may vote in favor of a director nominee, against that director nominee or abstain from voting as to the director nominee.

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

A:    You may vote in favor of a director nominee, against that director nominee or abstain from voting as to the director nominee.

The election of each of our director nominees requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote.vote on the matter. Our bylaws provide that any incumbent nominee who does not receive the votes required for reelection, shall promptly tender their resignation, and that the Board shall then decide, through a process managed by the Nominating and Corporate Governance Committee of the Board and(the “Nominating Committee”), excluding the nominee in question, whether to accept the resignation at its next regularly scheduled meeting.

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

Q:

What are my voting choices when voting on the 2021 ESPP Proposal and what votes are required to approve this proposal?

A:

You may vote in favor of the 2021 ESPP Proposal, vote against the 2021 ESPP Proposal or abstain from voting on the 2021 ESPP Proposal.

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

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

The approval, on an advisory basis, of the 2021 ESPP Proposalsay on pay proposal requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote.

vote on the matter.

The Board recommends that our stockholders vote FOR the 2021 ESPP Proposal.

advisory vote on executive compensation.

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 the 2023 fiscal year and what votes are required to ratify this appointment?

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 the 2021 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.

A:    You may vote in favor of the ratification, 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 the 20212023 fiscal year requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote.

vote on the matter.

The Board recommends that our stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 20212023 fiscal year.

Q:

Could other matters be decided at the Annual Meeting?

A:

As of the date of this 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.

Q:    Could other matters be decided at the Annual Meeting?

A:    As of the date of this 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.

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, Philip D. Eigenmann, Jared F. Sine and Francisco J. Villamar, will have the discretion to vote on those matters for stockholders who have submitted their executed proxy.

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 before the date of the Annual Meeting, in any of the following three ways:

•

Submitting a proxy online: Submit your proxy online at www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Monday, June 14, 2021;

•

Submitting a proxy by 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 Monday, June 14, 2021; or

•

Submitting a proxy by mail: 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: Submit your proxy online at www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Wednesday, June 21, 2023; •    Submitting a proxy by 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 Time, on Wednesday, June 21, 2023; or 2 •    Submitting a proxy by mail: If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

You may also participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021 and vote your shares online at that time, evenpostage-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 24, 2023, or if you have previously submitteda legal proxy from your vote. To do so,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 at the Annual Meeting. All attendees will need to bring an admission ticket and other proof of stock ownership as well as a valid photo ID to gain admission to the sixteen-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials.

Annual Meeting. See page 4 for further details.

For Match Group shares held in street name, holders may submit a proxy online or by telephone before the date of the Annual Meeting 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 holder 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.

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 holder 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 in their discretion depends on the type of item being considered for a vote.

Non-Discretionary Items. The election of directors and the 2021 ESPP Proposaladvisory say on pay proposal are non-discretionary items and may not be voted on by your broker, bank or other holder of record absent specific voting instructions from you. If your bank, broker or other holder 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 the 20212023 fiscal year is a discretionary item. Generally, brokers, banks and other holders of record that do not receive voting instructions may vote on this proposal in their discretion.

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 shares represented by 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, including the election of directors, the 2021 ESPP proposal and the auditor ratification proposal. Shares represented by 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.

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 polls close at the Annual Meeting by:

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 shares represented by 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 voting power present at the Annual Meeting and entitled to vote on the matter, including the election of directors, the advisory say on pay proposal and the auditor ratification proposal. Shares represented by 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.

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;Meeting. Online and telephone proxy voting are available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Wednesday, June 21, 2023;

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

•

participating in the Annual Meeting and voting online at that time at www.virtualshareholdermeeting.com/MTCH2021 (although online attendance at the Annual Meeting will not, by itself, change your vote or revoke a proxy).

•    attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). All attendees will need to bring an admission ticket or other proof of stock ownership as well as a valid photo ID to gain admission to the Annual Meeting. See the question below for further details.

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.

If you hold your shares through a broker, bank or other holder of record, follow the instructions that you receive from your broker, bank or other holder of record if you wish to change your vote or revoke your proxy.

Q:

Who can attend the Annual Meeting, and what are the rules for admission at the meeting?

A:

Only stockholders and persons holding proxies from stockholders may participate in the Annual Meeting. To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/MTCH2021 and enter the sixteen-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials.

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 voted FOR the election of all director nominees, the 2021 ESPP Proposal and the ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year.

Q:

How are proxies solicited and who bears the related costs?

A:

3 Q:    Who can attend the Annual Meeting, and what are the rules for admission at the meeting? A:    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. All attendees will need to bring an admission ticket and other proof of stock ownership as well as a valid photo ID to gain admission to the Annual Meeting. If you are a stockholder of record, you may bring the top half of your proxy card or your Notice to serve as your admission ticket and proof of stock ownership. If you hold your shares in street name, you may bring your Notice or voting instruction form (or a copy thereof) to serve as your admission ticket and you will be required to present proof of ownership to be admitted into the meeting. Acceptable proof of ownership includes a recent brokerage statement or a legal proxy or letter from your broker, bank or other holder of record evidencing your beneficial ownership of Match Group shares as of April 24, 2023. No cameras, recording equipment, large bags or packages will be permitted at the Annual Meeting. The use of cell phones, smart phones, tablets and other personal communication devices for any reason during the Annual Meeting is strictly prohibited. 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 voted in accordance with the Board's recommendations, meaning they will be voted FOR the election of all director nominees, FOR the advisory say on pay proposal and FOR the ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2023 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 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, the various proposals to be voted at the Annual Meeting, and/or how to participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021 and vote at that time or would like copies of any of the documents referred to in this proxy statement, contact Match Group Investors Relations at IR@match.com.

SEPARATION OF MATCH GROUP AND IAC

On June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of New Match Group from New IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, Inc., formerly known as IAC/InterActiveCorp (“New Match Group”), which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc. (“New IAC”), consisting of Former IAC’s businesses other than New Match Group (the “Separation”). As part of, or in connection with the Separation, effective June 30, 2020, (i) Formersolicitation of proxies. In addition to solicitations by mail, directors, officers and employees of Match Group merged withmay solicit proxies from stockholders by telephone, e-mail, letter, facsimile or in person. Following the initial mailing of the Notice and into a wholly-owned subsidiary of Former IAC, (ii) Formerproxy materials, Match Group stockholders (other than Former IAC)will request brokers, banks and Former IAC stockholders became stockholdersother holders of Newrecord to forward copies of these materials to persons for whom they hold shares of Match Group (iii)common stock and to request authority for the membersexercise 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, the various proposals to be voted at 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 board of directors of Former Match Group (other than Mark Stein and Gregg Winiarksi), Stephen Bailey, Melissa Brenner, Wendi Murdoch and Ryan Reynolds, camedocuments referred to comprise the board of directors of New Match Group (replacing, as applicable, the members of the board of directors of Former IAC), (iv) the officers of Former Match Group were appointed as the officers New Match Group (replacing the officers of Former IAC) and (v) Former IAC changed its name to Match Group, Inc. As used in this proxy statement, (i) “Match Group,” “the Company,” “we,” “our,” “us” and similar terms refer to Formercontact Match Group with respect to any period prior to the Separation and to New Match Group with respect to any period following the Separation and (ii) “IAC” refers to Former IAC with respect to any period prior to the Separation and to New IAC with respect to any period following the Separation.

Investor Relations at IR@match.com.

PROPOSAL 1—ELECTION OF DIRECTORS

Proposal and Required Vote

The following nominees have been selected by the Nominating Committee of Match Group’s Board of Directors (the “Board”) and approved by the Board for submission to our stockholders, each to serve a three-year term expiring at the annual meeting of Match Group’s stockholders in 20242026 or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board):

Wendi Murdoch;•    Sharmistha Dubey;

Glenn Schiffman;•    Ann L. McDaniel; and

Pamela S. Seymon.•    Thomas J. McInerney.

Information concerning the director nominees, all of whom are incumbent directors of Match Group, appears below. Although management does not anticipate that any of these director nominees 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 upon recommendation of the Nominating Committee, of the Board or the Board may reduce its size.

The election of each of our director nominees requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting or represented by proxy and entitled to vote.

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

4

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Information Concerning Director Nominees and Other Board Members

Background information about each director nominee and other directors serving unexpired terms is set forth below, including information regarding the specific experiences, characteristics, attributes and skills that the Nominating Committee (since the Separation) and the Board considered in determining that each director should serve on the Board, and which the Nominating Committee and the Board believe provide Match Group with the perspective and judgment needed to guide, monitor and execute its strategies.

Nominees for election at the Annual Meeting to a term expiring in 2024:

Wendi Murdoch2026:

Sharmistha Dubey, age 52, has been a director of Match Group since September 2019. Ms. Dubey has served as an Operating Partner of Advent International, a global private equity investing firm, since October 2022. Prior to that time, Ms. Dubey served as Chief Executive Officer of Match Group from March 2020 to May 2022. Prior to that, Ms. Dubey served as President of Match Group from January 2018, as Chief Operating Officer of Tinder from February 2017 to January 2018 and as President of Match Group Americas, where she oversaw the product and business operations for North American dating properties, including the Match U.S. brand, Plenty Of Fish, OkCupid and Match Affinity Brands, from December 2015 to January 2018. Prior to that, she served in multiple roles within the Company: Chief Product Officer of The Princeton Review and Tutor.com from July 2014 to December 2015; Executive Vice President of Tutor.com from April 2013 to July 2014; Chief Product Officer of Match.com from January 2013 through April 2013 and Senior Vice President, Match.com and Chemistry.com from September 2008 through December 2012. Ms. Dubey has served on the boards of directors of Fortive Corporation since August 2020, Naspers Limited since April 2022 and Prosus N.V. since August 2022. She holds an undergraduate degree in engineering from the Indian Institute of Technology and a master’s in engineering from Ohio State University. In determining that Ms. Dubey should serve as a director, the Nominating Committee and the Board considered her past position as Chief Executive Officer of the Company as well as her considerable experience managing operations and strategic planning, including in her prior roles within the Company.

Ann L. McDaniel, age 67, 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-Human Resources of Graham Holdings Company from 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 determining that Ms. McDaniel should serve as a director, the Nominating Committee and the Board considered her extensive human resources experience, which the Nominating Committee and the Board believe give her particular insight into personnel and compensation matters, as well as her management experience with Newsweek, which the Nominating Committee and the Board believe gives her insight into business strategy, leadership and marketing.

Thomas J. McInerney, age 58, has been Chairman of the Board of Match Group since May 2021 and has served as a director of Match Group since November 2015. Mr. McInerney served as Chief Executive Officer of Altaba Inc., a publicly traded registered investment company and the successor company to Yahoo! Inc., from June 2017 to December 2021. Mr. McInerney previously served as Executive Vice President and Chief Financial Officer of the company formerly known as IAC/InterActiveCorp ("Former IAC") from January 2005 to March 2012. From January 2003 through December 2005, he served as Chief Executive Officer of the retailing division of Former 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 Principal. Mr. McInerney has served on the board of directors of Altaba Inc. since June 2017, where he currently serves as the Chairman of the Board since January 2022. During the past five years, Mr. McInerney served on the board of directors of Interval Leisure Group, Inc. In determining that Mr. McInerney should serve as a director, the Nominating Committee and the Board considered his extensive senior leadership experience at Former IAC and his related knowledge and experience regarding Match Group, as well as his high level of financial literacy and expertise regarding restructurings, mergers and acquisitions and operations, and his public company board and committee experience.

Directors whose terms expire in 2024:

Wendi Murdoch, age 54, has been a director of Match Group since June 2020. Ms. Murdoch is an entrepreneur and investor. Since 2009, Ms. Murdoch has served as co-foundercofounder and board member of Artsy, an online platform for collecting, discovering and selling art that partners with over 4,0004,500 art museums, galleries, art fairs and auction houses. From 2005 to 2012, Ms. Murdoch worked as an advisor for News Corporation’s businesses and investments in China. Throughout her career, Ms. Murdoch has applied her business expertise to advise and invest in technology and other companies in Asia and

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the United States. Ms. Murdoch is also an award-winning producer and produced the Netflix documentary “Sky Ladder,” which premiered at the 2016 Sundance Film Festival. Ms. Murdoch holds an MBA from Yale University’s School of Management. In determining that Ms. Murdoch should serve as a director, the Nominating Committee and the Board considered her investment and business expertise, including with respect to Chinese and other Asian markets.

Glenn H. Schiffman, age 51,53, has been a director of Match Group since September 2016. Mr. Schiffman has served as Executive Vice President and Chief Financial Officer of IACFanatics, Inc., a global digital sports platform, since April 2016.August 2021. As Chief Financial Officer of Fanatics, Mr. Schiffman has alsois responsible for a broad set of financial and corporate functions across the entire Fanatics global enterprise, including corporate finance, M&A, treasury, financial planning and analysis, investor relations, accounting, information security, human resources, legal and corporate administration. Previously, Mr. Schiffman served as interimExecutive Vice President and Chief Financial Officer of IAC, Inc. ("IAC") (and its predecessors) from April 2016 to August 2021 and as Chief Financial Officer of Angi Inc. (formerly known as ANGI Homeservices Inc.) since January 2021, a role he previously held from September 2017 to March 2019.August 2019 and from February 2021 to July 2021. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, fromsince 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 has served on the boards of directors of Angi Inc. and Vimeo, Inc. since June 2017 and May 2021, respectively, including serving as Chairman of the Board of Vimeo, Inc. since March 2023. Mr. Schiffman is a member of the National Committee on United States-China Relations and serves as a memberMember of the Duke Children’s National Leadership Council. In his philanthropic efforts, Mr. Schiffman focuses on endowing organizations and funding initiatives with permanent capital to make lasting change. He founded and is also the Founder and Chairman of the Valerie Fund Endowment, which supports children with cancer and a member of the Valerie Fund’s Board of Advisors, the mission of both of which is to provide individualized care to childrenblood disorders, created an Endowment at medical centers close to home. He previously served on the Duke Health Board of VisitorsMedical Center to research and hopefully someday cure pediatric cancer, created an Endowment at Washington & Lee to support Women’s Athletics and created an Endowment at Duke University to fund scholarships for athletes from May 2008 until June 2019 and the Duke School of Medicine Board of Visitors from July 2019 until June 2020.underrepresented communities. Mr. Schiffman has served ona degree in economics and history from Duke University. He was named Institutional Investor’s CFO of the board of directors of ANGI Homeservices Inc. since June 2017.Year for the Midcap Internet Sector in 2018 and 2021. In determining that Mr. Schiffman should serve as a director, the Nominating Committee and the Board considered the unique knowledge and experience regarding Match Group and its businesses that he gained through his role as Executive Vice President and Chief Financial Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. The Nominating Committee and the Board also considered Mr. Schiffman’s investment banking experience, which the Nominating Committee and the Board believe gives him particular insight into trends in capital markets and the technology and media industries.

Pamela S. Seymon, age 65,67, 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 from 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 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 determining that Ms. Seymon should serve as a director, the Nominating Committee and 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.

Directors whose terms expire in 2022:

2025:

Stephen Bailey, age 41,43, has been a director of Match Group since June 2020. Mr. Bailey has served as Founder and Chief Executive Officer of ExecOnline, Inc., a leading provider of B2B leadership development solutions, since 2011. Prior to that he served as Chief Executive Officer and Chief Product Officer of Frontier Strategy Group, LLC, a software and information services business, from January 2006 to May 2011. Before joining Frontier Strategy Group, Mr. Bailey was an associate in the venture capital and private equity group of WilmerHale. In determining that Mr. Bailey should serve as a director, the Nominating Committee and the Board considered his extensive executive management experience, which the Nominating Committee and the Board believesbelieve gives him insight into business strategy, leadership and marketing.

Melissa Brenner, age 46,48, has been a director of Match Group since June 2020. Since January 2018, Ms. Brenner has served as Executive Vice President, Digital Media for the National Basketball Association, where she leads the development, oversight and implementation of the NBA’s global digital strategy and social media portfolio across multiple media

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platforms. Under her leadership, the NBA has built one of the largest social media communities in the world. Ms. Brenner also oversees the league’s digital products and emerging technology initiatives, including machine learning as well as augmented and virtual reality. Ms. Brenner has held positions of increasing responsibility with the NBA since 1997, including Senior Vice President, Digital Media from February 2014 to December 2017, Senior Vice President, Marketing from February 2013 to January 2014, and Vice President, Marketing from October 2007 to January 2013. In determining that Ms. Brenner should serve as a director, the Nominating Committee and the Board considered her extensive marketing and executive management expertise as well as her experience in social media and digital products.

Ryan Reynolds

Bernard Kim, age 44,46, has beenserved as Chief Executive Officer and a director of Match Group since May 2022. Prior to that time, Mr. Kim served as President of Publishing of Zynga Inc., a mobile video game developer, from June 2020.2016 until May 2022, where he oversaw various functions including global marketing, user acquisition, revenue, communications, consumer insights, data science, product management, and mergers and acquisitions. Prior to joining Zynga, Mr. Reynolds isKim spent nearly 10 years at Electronic Arts Inc. ("EA") as the company's Senior Vice President of Mobile Publishing. In that role, he oversaw EA's mobile distribution, strategy, product management, analytics, network engagement, marketing, revenue demand planning, business development, third-party publishing, and mergers and acquisitions. Before joining EA, Mr. Kim served as Director of Sales and Channel Strategy at The Walt Disney Company, where he led sales and retail for Disney Mobile. Mr. Kim has served on the board of directors of Five Below, Inc. since June 2022. Mr. Kim holds an actor, comedian, filmundergraduate degree in both economics and television producer, screenwriter, and marketing consultant. He began his acting career in 1991, has been nominated for Golden Globe and Grammy awards, and has won several awards throughout his career, including MTV Movie Awards and People’s Choice Awards. Mr. Reynolds is also a co-founder of marketing agency Maximum Effort Productions and was named to AdWeek’s Creative 100 List, which honors the most creative people across advertising, marketing and television.communications from Boston College. In determining that Mr. ReynoldsKim should serve as a director, the Nominating Committee and the Board considered his extensive marketingposition as Chief Executive Officer of the Company as well as his considerable experience managing operations and strategic planning in multiple industries, which the Board believes will bring a valuable perspective to Match Group’s strategies to attractmobile application and retain users across its portfolio.

interactive entertainment industry.

Alan G. Spoon, age 69,71, has been a director of Match Group since November 2015. Mr. Spoon served as General Partner and Partner Emeritus of Polaris Partners from 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development 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 as President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the boardboards of directors of IAC (and its predecessors) since February 2003 and Danaher Corporation since July 1999, and as Chairman of the board of directors of Fortive Corporation since July 2016. Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. from July 2015 through February 2021. 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 longtime member of the MIT Corporation, (andwhere he serves on its Executive Committee and is Chair of its Risk and Audit Committee).Committee. He also serves as a member of the board of directors of edX, aThe Center for Reimagining Learning, successor organization to edX.org (a not-for-profit online education platform sponsored by Harvard and the MIT Corporation.Corporation). In determining that Mr. Spoon should serve as a director, the Nominating Committee and the Board considered his extensive private and public company board experience and public company management experience, all of which the Nominating Committee and the Board believesbelieve give him particular insight into business strategy, leadership and marketing in the media industry. The Nominating Committee and the Board also considered Mr. Spoon’s venture capital experience and engagement with the MIT Corporation, which the Nominating Committee and the Board believes givesbelieve give him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and financing.

Directors whose terms expire in 2023:

Sharmistha Dubey, age 50, has served as Chief Executive Officer of Match Group since March 2020 and as a director of Match Group since September 2019. Ms. Dubey served as President of Match Group from January 2018 to March 2020. Prior to that time, she served as Chief Operating Officer of Tinder from February 2017 to January 2018 and as President of Match Group Americas, where she oversaw the product and business operations for North American dating properties, including the Match U.S. brand, PlentyOfFish, OkCupid and Match Affinity Brands, from December 2015 to January 2018. Prior to that, she served in multiple roles within the Company: Chief Product Officer of

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Board Diversity

The Princeton Review and Tutor.com from July 2014 to December 2015; Executive Vice President of Tutor.com from April 2013 to July 2014; Chief Product Officer of Match.com from January 2013 through April 2013 and Senior Vice President, Match.com and Chemistry.com from September 2008 through December 2012. Ms. Dubey has served a director of Fortive Corporation since August 2020. She holds an undergraduate degree in engineering from the Indian Institute of Technology and a master’s in engineering from Ohio State University. In determining that Ms. Dubey should serve as a director,following matrix provides diversity information regarding the Board considered her position as Chief Executive Officer of the Company as well as her considerable experience managing operations and strategic planning, includingdate indicated, in her prior roles within the Company.

Joseph Levin, age 41, has been Executive Chairman of the Board of Match Group since June 2020, prior to that he served as Chairman of the Board of Match Group since December 2017, and he has served a director of Match Group since October 2015. In April 2021, Mr. Levin notified Match Group of his decision to resign as Executive Chairman of the Board effective May 31, 2021. Mr. Levin will remain as a member of the Board. 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, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary that creates leading desktop applications, browser extensions and desktop software, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Mr. Levin has served on the boards of directors of IAC, Angi Inc.(formerly known as ANGI Homeservices Inc.) and MGM Resorts International since June 2015, September 2017 and August 2020, respectively, and currently serves as Chairman of the board of Angi Inc. Mr. Levin previously served on the boards of directors of LendingTree, Inc. (from August 2008 through November 2014), The Active Network (beginning prior to its 2011 initial public offering through its sale in December 2013) and Groupon, Inc. (from March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. In determining that Mr. Levin should serve as a director, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his various rolesaccordance with IAC, 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.

Ann L. McDaniel, age 65, 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 Human Resources of Graham Holdings Company from 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 determining that Ms. McDaniel should serve as a director, 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 56, has been a director of Match Group since November 2015. Effective upon Mr. Levin’s resignation as Executive Chairman, Mr. McInerney will serve as Chairman of the Board. Mr. McInerney has served as Chief Executive Officer of Altaba Inc., a publicly traded registered investment company and the successor company to Yahoo! Inc., since June 2017. 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 Principal. Mr. McInerney has served on the board of directors of Altaba Inc. since June 2017. During the past five years, Mr. McInerney served on the boards of Yahoo! Inc., HSN, Inc., Cardlytics, Inc., and Interval Leisure Group. In determining that Mr. McInerney should serve as a director, the Board considered his extensive senior leadership experience at IAC and his related knowledge and experience regarding Match Group, as well as his high level of financial literacy and expertise regarding restructurings, mergers and acquisitions and operations, and his public company board and committee experience.

Corporate Governance

Former Controlled Company Status. Match Group is subject to the Marketplace Rules of The Nasdaq Stock Market, LLC (the “Marketplace Rules”). The Marketplace Rules exempt “controlled companies,” or companies and based on the voluntary self-identification of which more than 50%members of the voting power is held by an individual, group or another company, from certain requirements. PriorBoard.

Board Diversity Matrix (As of May 1, 2023) Total Number of Directors: 10
			Female						Male
Gender Identity:
Directors			5						5
Demographic Background:
African American or Black			0						1
Asian			2						1
White			3						3

Corporate Governance

Corporate Governance Guidelines, Committee Charters and Code of Business Conduct and Ethics. As part of its ongoing commitment to good corporate governance, the Separation, Former IAC controlledBoard has codified its corporate governance practices into a majorityset of Corporate Governance Guidelines and has also adopted written charters for each of the voting power of Former Match Group capital stock. Based on 18,461,879 shares of Former Match Group common stock and 209,919,402 shares of Former Match Group Class B common stock outstanding immediately prior to the Separation, Former IAC beneficially owned equity securities of Former Match Group representing approximately 97.4%committees of the total voting power of Former Match Group capital stock. On this basis, Former Match Group relied on the exemption for controlled companies from certain Nasdaq requirements through the closing of the Separation on June 30, 2020, specifically, those that would have otherwise required that:

a majority of Former Match Group’s Board of Directors consist of “independent” directors, as such term is defined in the Marketplace Rules (the “Majority Independent Board Requirement”); and

Former Match Group have a nominating/governance committee comprised entirely of “independent” directors with a written charter addressing such committee’s purpose and responsibilities (the “Nominating Committee Requirement”).

As of June 30, 2020, following the closing of the Separation, Match Group was not a controlled company and was required to comply with all of Nasdaq’s corporate governance requirements, including the Majority Independent Board Requirement and Nominating Committee Requirement. As discussed in further detail below,Board. Match Group has beenalso adopted a Code of Business Conduct and Ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation and Human Resources Committee Charter, Nominating and Corporate Governance Committee Charter, and Code of Business Conduct and Ethics are available in compliance with eachthe Corporate Governance section of the Majority Independent Board Requirement and Nominating Committee Requirement since the closing of the Separation.

our website at http://ir.mtch.com.

Board Leadership Structure.Structure. Match Group’s business and affairs are overseen by its Board of Directors, which currently has eleventen members. The Nominating and Corporate Governance Committee periodically reviews the size of the Board and may recommend changes to the Board. There is one management representative on the Board and, of the other tennine current directors, eightseven are independent. The Board has standing Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees, each comprised solely of independent directors. For more information regarding director independence and our Board Committees, see the discussion below under the headings Director Independence and The Board and Board Committees. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chief Executive Officer and have full access to Match Group management at all times.

The Board and each Board Committee conducts an annual evaluation of its performance.

Match Group’s independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. TheThese sessions are led by Match Group Board does not have a leadGroup’s independent director or any other formally appointed leader for these sessions.Chairman of the Board. The independent membership of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees ensures that directors with no ties to management are charged with oversight for all financial reporting and executive compensation related decisions, made by Match Group management, as well as for recommending candidates for Board membership.membership and oversight of governance practices and policies. At each regularly scheduled Board meeting, the Chairperson or other member of each of these committees (as and if applicable) provides the full Board with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled Board meeting.

Mr. LevinMcInerney has served as Executiveindependent Chairman of the Board since the Separation (and prior toMay 2021. Our Board currently believes that served as Chairman of the Former Match Board of Directors since December 2017). The roles of Chairperson and Chief Executive Officer are currentlyshould be separated in recognition of the differencesdifferent responsibilities between the two roles. Mr. McInerney, as independent Chairman, leads the Board in its oversight and management role, including with respect to risk oversight, while Mr. Kim, our Chief Executive Officer, focuses on managing the Company’s operations and strategic planning on a day-to-day basis. Mr. McInerney’s other responsibilities include, among others, setting Board meeting agendas, leading Board meetings and executive sessions, and communicating feedback to and advising Mr. Kim.

We believe that it is in the best interests of our stockholders for the Board to review and make a determination regarding the separation or combination of these roles each time it elects a new Chairperson or appoints a Chief Executive Officer.

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Risk Oversight. The Board’s role in risk oversight of the Company is consistent with Match Group’s leadership structure, with the Chief Executive Officer based onand other members of senior management having responsibility for assessing and managing the relevant factsCompany’s risk exposure, and circumstances applicable at such time.

In April 2021, Mr. Levin notifiedthe Board and its committees providing oversight in connection with these efforts. Match Group of his decision to resign as Executive Chairman of the Board, effective as of May 31, 2021. Mr. Levin will remain as a member of the Board. Effective upon Mr. Levin’s resignation as Executive Chairman, Mr. McInerney will serve as Chairman of the Board.

management, including our Senior Vice President, Internal Audit, and our Risk, Oversight. Match Group managementControls and Compliance team, is responsible for assessing and managing Match Group’s exposure to various risks on a day-to-dayday‑to‑day basis, which responsibilities include the conduct of an enterprise risk assessment of short-term, long-term and emerging risks, testing of key controls and procedures, and creation of appropriate risk management programs and policies. Management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, Match Group recognizes that leadership and success are impossible without taking risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing Match Group’s approach to risk management. While the Board’s oversight focuses on all material risks, the Board may focus more frequently on immediate areas of concern that represent significant emerging risks as identified by management. The Board exercises these risk oversight responsibilities periodically as part of its meetings and through discussions with 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,committees, with primary risk oversight responsibilities as part of their responsibilities.detailed below:

Board of Directors
•Long-term strategies			•Significant acquisitions and divestitures			•Key risks as monitored by Board committees and reported to full Board
•Capital structure			•Significant capital expenditures			•Other significant risks as identified and reported by management
Audit Committee			Compensation and Human Resources Committee			Nominating and Corporate Governance Committee
•Integrity of financial statements			•CEO and executive leadership performance, compensation and succession			•Environmental issues and impact
•Enterprise risk assessment			•Employee compensation policies and practices generally			•Social issues and impact
•Information security			•Equity compensation			•Governance practices
•Data privacy			•Human capital			•Director independence
•Legal and regulatory compliance			•Non-employee director compensation			•Board and committee composition and performance
•Significant legal and regulatory proceedings

Information Security. Information security is a key component of risk management at Match Group and our Chief TechnologyBusiness Affairs and Legal Officer briefsand Senior Vice President, Information Systems, brief the Audit Committee each quarter, and the full Board as appropriate,periodically, on the Company’s information security program and its related priorities and controls. In addition, an overall review of information security risks is inherent in the Board’s consideration of the Company’s long-termlong‑term strategies and in the transactions and other matters presented to the Board, including significant capital expenditures and significant acquisitions and divestitures and financial matters. The Board’s role in risk oversight of the Company is consistent with Match Group’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibilitydivestitures. Our Security Engineering teams, led by our Senior Vice President, Information Systems, are responsible for assessing and managing our exposure to information security risks, including by:

•Implementing and enforcing physical, operational and technical security policies, procedures and controls;

•Conducting, and engaging independent third-party experts to conduct, regular internal and external security assessments and audits, including assessments of the Company’s risk exposure,security posture of third-party vendors and partners;

•Collaborating with our development teams to engineer and integrate security throughout the Boardproduct development lifecycle;

•Implementing scalable and its committees providing oversight in connection with these efforts.

continuous data protection practices; and

•Detecting, monitoring, investigating, and responding to potential security threats and incidents.

We also maintain cyber insurance coverage to mitigate potential costs that may arise from a cybersecurity incident.

Compensation Risk Assessment. We periodically conduct risk assessments of our compensation policies and practices for our employees, including those related to our executive compensation programs. The goal of these assessments is to determine whether the general structure of Match Group’s compensation policies and programs and the administration of these programs pose any material risks to the Company. The findingsAt the request of any risk assessment are discussed with the Compensation and Human Resources Committee.Committee of the Board, Compensia, Inc. (“Compensia”), the Committee’s independent compensation consultant, assessed

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the risk profile of Match Group’s executive compensation programs and management assessed the risk profile of Match Group’s other compensation programs. Based upon our assessments, we believeon these reviews, management and the Compensation and Human Resources Committee have concluded that ourMatch Group’s compensation policies and programspractices, taken as a whole, do not encourage excessive or unnecessary risk-takingrisk‑taking and are not reasonably likely to have a material adverse effect on the Company.

Match Group.

Derivatives Trading and Hedging Policies and PracticesPledging Policies. Match Group’s policy on securities tradingSecurities Trading Policy provides that no director, officer or employee of Match Group and its businesses may engage in transactions in publicly traded options, such as puts, calls, andprepaid variable forward contracts, equity swaps or other derivative securities,derivatives, relating to Match Group securities, or engage in short sales with respect to Match Group securities. This prohibition extends to any and all forms of hedging andor monetization transactions, such as zero-cost collars and forward sale contracts (among others).

Match Group’s Securities Trading Policy also provides that no director, officer or employee of Match Group and its businesses may initiate any transactions subsequent to July 1, 2021 that involve pledging Match Group securities in any manner, including by purchasing Match Group securities on margin or holding Match Group securities in an account utilizing margin.

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 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 management, as well as from Company records and publicly available information. Following these determinations, Match Group 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 and directors, to determine whether there have been any developments that could potentially have an adverse impact on the Board’s prior independence determinations.

In March 2021,2023, the Board determined that each of Mses. Brenner, McDaniel, Murdoch and Seymon and Messrs. Bailey, McInerney Reynolds and Spoon is independent. In addition, the Board determined that Ryan Reynolds, whose term ended in June 2022, was independent during the time he served on the Board. In connection with these determinations, the Board considered that in some cases in the ordinary course of business, Match Group and its businesses 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 businesses. No relationships or payments considered were determined to be of the type that would (i) preclude a finding of director independence under the Marketplace Rules or (ii) otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of the director.

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 and compensation committee members.

Director Nominations. The Nominating and Corporate Governance Committee of the Board identifies and evaluates individuals qualified to become members of the Match Group Board. While there are no specific requirementsIn assessing the candidates for eligibilityrecommendation to servethe Board as a director of Match Group, in evaluating candidates, the Nominating Committee will considernominees (regardless of how the candidate was identified or recommended) whether, the Nominating and Corporate Governance Committee will evaluate such candidates against the standards and qualifications set out its charter, including:

•Personal and professional integrity and personal ethicscharacter

•Prominence and values of the candidate are consistent with those of Match Group, whetherreputation in the candidate’s profession

•Skills, knowledge, diversity of background and experience, and expertise would be beneficial(including business or other relevant experience) useful and appropriate to the effective oversight of our business

•The capacity and desire to represent the interests of the stockholders as a whole

•The extent to which the interplay of the candidate’s skills, knowledge, expertise, diversity of background and experience with that of the other Board whethermembers will help build a Board that is effective in collectively meeting our strategic needs and serving the candidate is willing and ablelong-term interests of the various stakeholders

•Availability to devote the necessarysufficient time and energy to the workaffairs of Match Group

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The Nominating and Corporate Governance Committee considers not only an individual’s qualities, performance and professional responsibilities, but also the then composition of the Board and whether the candidate is preparedchallenges and qualified to representneeds of the best interests of Match Group’s stockholders.Board at that time. While the Board does not have a formal diversity policy, the Nominating Committee 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. Stockholders who wish to make such a recommendation should send the recommendation to Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas 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 Executive Chairman, and if deemed appropriate, forwarded to the Nominating Committee for further review. If the Nominating Committee believes that the candidate fits the profile of a director described above, the recommendation will be shared with the entire Board. Any nominations for directors must comply with the requirements set forth in our bylaws.

Director Orientation and Education. All new members of the Board are required to participate in Match Group’s orientation program for directors. The orientation program includes discussions with and presentations by senior management and provides new directors with a review of Match Group’s financial position, an overview of the industry in which we operate and compete and the regulatory and legal environment that affects our business, as well as governs directors’ fiduciary duties. All directors are offered the opportunity, and are encouraged, to participate in continuing education programs with reimbursement by us of any associated expenses.

Communications with the Match Group Board. Stockholders who wish to communicate with the Board or a particular director may send any such communication to Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas, 75231, Attention: Corporate Secretary. 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. Match Group’s Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate. Items unrelated to directors’ duties and responsibilities may be excluded, including solicitations and advertisements.

The Board and Board Committees

The Board. The Board acts as the ultimate decision-making body of the Company and advises and oversees management, who are responsible for the day-to-day operations and management of the Company. The Board met tenseven times during 2020.2022. During 2020,2022, all then incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served, other than Mr. Reynolds, who was unable to attend two Board meetings following his appointment to the Board onwhose term expired in June 30, 2020.2022. Directors are not required to attend annual meetings of Match Group stockholders. Due to the Separation,Three directors attended Match Group did not hold anGroup’s annual meeting of stockholders in 2020.

2022.

The Board currently has three standing committees: the Audit Committee, the Compensation and Human Resources Committee, and the Nominating and Corporate Governance Committee.

Audit Committee. The members of Match Group’s Audit Committee, all of whom are independent directors, (i) have beenare Messrs. Bailey, McInerney and Spoon (Chairperson) since the Separation and (ii) were Ms. Seymon and Messrs. McInerney and Spoon (Chairperson) from January 1, 2020 through the Separation.. The Audit Committee met nine times during 2020. The Audit Committee functions pursuant to a written charter adopted by the Board, the most recent version of which is attached as Appendix A to this proxy statement.2022. 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, performance and independence of Match Group’s independent registered public accounting firm, (iv) the performance of Match Group’s internal audit function, (v) Match Group’s risk assessment and risk management policies as they relate to financial, information security and other risk exposures and (vi) Match Group’s compliance with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among itself,its members, Match Group’s independent registered public accounting firm, Match Group’s internal audit function and Match Group management. The formal report of the Audit Committee is set forth under Audit Committee Matters—Audit Committee Report.

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. The members of Match Group’s Compensation and Human Resources Committee, all of whom are independent directors, (i) have beenare Mses. Brenner, McDaniel (Chairperson) and Seymon since the Separation and (ii) were Mses. McDaniel (Chairperson) and Seymon from January 1, 2020 through Separation.Seymon. The Compensation and Human Resources Committee met sixtwelve times during 2020.2022. The Compensation and Human Resources Committee functions pursuant to a written charter adopted by the Board, the most recent version of which is attached as Appendix B to this proxy statement. The Compensation and Human Resources

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Committee is appointed by the Board to assist the Board with all matters relating to the compensation of Match Group’s executive officers and non-employee directors and has overall responsibility for approving and evaluating all compensation plans, policies and programs of Match Group as they affect Match Group’s executive officers and non-employee directors. The Compensation and Human Resources Committee also evaluates the performance of Match Group’s senior management and presents its findings and recommendations to the full Board. 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 Match Group’s officers the authority to make grants of equity-basedequity‑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, Match Group management and consultants, see the discussion under Compensation Discussion and Analysis. The formal report of the Compensation and Human Resources Committee is set forth under Compensation Committee Report.

Nominating and Corporate Governance Committee. The members of Match Group’s Nominating and Corporate Governance Committee, all of whom are independent directors, have beenare Mses. McDaniel and Murdoch (Chairperson) and Mr. Spoon since the Separation. As discussed under Corporate Governance—Former Controlled Company Status, Match Group did not have a Nominating Committee prior to the Separation.Spoon. The Nominating Committee did not meetmet five times during 2020.2022. The Nominating Committee functions pursuant to a written charter adopted by the Board, the most recent version of which is attached as Appendix C to this proxy statement. The Nominatingand Corporate Governance Committee is appointed by the Board to (i) identify and evaluate individuals qualified to become Board members and to recommend to the Board director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to be elected (and nominees to fill vacancies on the Board as necessary).

; (ii) periodically review Board committee composition and recommend changes as needed, (iii) oversee periodic evaluations of the Board and its committees, (iv) develop and periodically review corporate governance guidelines, (v) review director and director nominee independence, (vi) review and make recommendations regarding responses to stockholder proposals, (vii) oversee social and environmental policies and initiatives, including the preparation of our annual impact report, and (viii) oversee corporate governance practices and identify best practices for potential adoption.

Purchase of Shares

Each purchase right will be automatically exercised on the applicable purchase date, and shares will be purchased on behalf of each participant by applying the participant’s contributions for the applicable purchase period to the purchase of whole shares at the purchase price in effect for that purchase date. Purchase dates will occur on the last trading day of each purchase period.

The maximum number of shares purchasable per participant on any single purchase date is 400 shares (or such other limit as may be imposed by the Administrator), subject to adjustment in the event of certain changes in the Company’s capitalization.

Unless otherwise determined by the Administrator, any contributions accumulated in a participant’s account which are not sufficient to purchase a whole share will be retained in the participant’s account for the succeeding purchase period. Any other funds left over in a participant’s account after the purchase date will be returned to the participant as soon as administratively practicable without interest (unless otherwise required by applicable laws).

No participant will have any voting, dividend or other stockholder rights with respect to the shares subject to any purchase right granted under the ESPP until such shares have been purchased and delivered to the participant as provided in the ESPP.

Purchase Price

Subject to adjustment in the event of certain changes in the Company’s capitalization, the purchase price per share at which shares are purchased on each purchase date will be equal to 85% of the lesser of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the purchase period), rounded up to the nearest cent. For this purpose, “fair market value” generally means the closing price of the Company’s shares on the applicable date on the Nasdaq Stock Market.

The Administrator has authority to establish a different purchase price for any 423 Offering or Non-423 Offering, provided that the purchase price applicable to a 423 Offering complies with the provisions of Section 423 of the Code. As of April 16, 2021, the closing price of the Company’s shares on the Nasdaq Stock Market was $145.30.

Administration

The ESPP will be administered by the Board or a Committee appointed by the Board. The Board has appointed the Compensation and Human Resources Committee of the Board to be the Administrator of the ESPP. Subject to the terms of the ESPP, the Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, delegate ministerial duties to any employees, designate separate offerings under the ESPP, designate subsidiaries and affiliates as participating in the 423 Offering and the Non-423 Offering to determine eligibility, adjudicate all disputed claims filed under the ESPP, and establish such procedures that it deems necessary or advisable for the administration of the ESPP. The Administrator is also authorized to adopt rules and procedures that vary with applicable local requirements outside the United States.

Non-U.S. Sub-Plans

The Administrator also has the authority to adopt such sub-plans as are necessary or appropriate to permit the participation in the ESPP by employees who are non-U.S. nationals or employed outside the United States. Such sub-plans may vary the terms of the ESPP, other than with respect to the number of shares reserved for issuance under the ESPP, to accommodate the requirements of local laws and procedures for non-U.S. jurisdictions.

Transferability

Purchase rights granted under the ESPP are not transferable by a participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.

Withdrawals

A participant may withdraw from an offering period and receive a refund of contributions by submitting the appropriate written or electronic notice through the Company’s designated plan broker or to the Administrator. The withdrawal notice may be submitted up to ten calendar days prior to a purchase date to take effect for the respective purchase period, or by such other date as may be determined by the Administrator in advance of an offering period. If the participant has properly withdrawn from the ESPP, all of the participant’s contributions credited will be paid to such participant as soon as administratively practicable without interest (unless otherwise required by local law) after receipt of the withdrawal notice and the participant’s purchase right for the respective offering period will be automatically terminated. No further contributions for the purchase of shares will then be made for that offering period.

Termination of Employment

If a participant ceases to be an eligible employee prior to a purchase date, contributions for the participant will be discontinued and any amounts credited to the participant’s account will be refunded, without interest, as soon as administratively practicable, except as otherwise provided by the Administrator.

Change in Control

In the event of a “Change in Control” (as defined in the ESPP), each outstanding purchase right will be equitably adjusted and assumed or an equivalent purchase right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the Change in Control does not include or result in a successor corporation or the successor corporation refuses to assume or substitute for any purchase right, the offering period will be shortened by setting a new purchase date, unless provided otherwise by the Administrator.

Amendment and Termination of ESPP

The ESPP will become effective upon the approval by the stockholders of the Company.

The Administrator, in its sole discretion, may amend, suspend or terminate the ESPP, or any part thereof, at any time and for any reason. If the ESPP is terminated, the Administrator, in its discretion, may elect to terminate all outstanding offering periods either immediately or upon completion of the purchase of shares on the next purchase date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit offering periods to expire in accordance with their terms. If the offering periods are terminated prior to expiration, all contributions then credited to participants’ accounts that have not been used to purchase shares will be returned to the participants (without interest, except as otherwise required under applicable laws) as soon as administratively practicable.

U.S. Federal Income Tax Information

The following summary briefly describes the general U.S. federal income tax consequences of participation in the ESPP for participants who are tax resident in the United States, current as of April 2021, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors regarding the taxation of purchase rights under the ESPP. The discussion below concerning tax deductions that may become available to the Company under U.S. federal tax law is not intended to imply that the Company will necessarily obtain a tax benefit or asset from those deductions. Taxation of equity-based payments in countries other than the United States does not generally correspond to U.S. federal tax laws, and is not covered by the summary below.

423 Offerings

Rights to purchase shares granted under a 423 Offering are intended to qualify for favorable federal income tax treatment available to purchase rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423(b) of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. If the shares are disposed of within two years from the purchase right grant date (i.e., the beginning of the offering period) or within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the participant will realize ordinary income in the year of such disposition equal to the difference between the fair market value of the shares on the purchase date and the purchase price. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.

If the shares purchased under the ESPP are sold (or otherwise disposed of) more than two years after the purchase right grant date and more than one year after the shares are transferred to the participant, then the lesser of (i) the excess of the sale price of the shares at the time of disposition over the purchase price, and (ii) the excess of the fair market value of the shares as of the purchase right grant date (determined as of the first day of the offering period) over the purchase price will be treated as ordinary income. If the sale price is less than the purchase price, no ordinary income will be reported. The amount of any such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be long-term capital gain or loss.

The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax reporting obligations. In other cases, no deduction is allowed.

Non-423 Offerings

If the purchase right is granted under a Non-423 Offering, then the amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price will be treated as ordinary income at the time of such purchase. In such instances, the amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.

The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax-reporting obligations. For U.S. participants, FICA/FUTA taxes will generally be due in relation to ordinary income earned as a result of participation in a Non-423 Offering.

New Plan Benefits

The benefits to be received pursuant to the ESPP by the Company’s officers and employees are not currently determinable as participation in the ESPP is voluntary and at the discretion of each employee, and because the benefits to be received will depend on the purchase price of the shares in offering periods after the implementation of the ESPP, the market value of the shares on various future dates, the amount of contributions that eligible officers and employees elect to make under the ESPP and similar factors. As of the date of this proxy statement, no officer or employee has been granted any purchase rights under the ESPP.

PROPOSAL 3—RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM