Form 8-K Vimeo, Inc. For: Dec 16
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File No.) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| (Title of each class) | (Trading Symbol(s)) | (Name of each exchange on which registered) | ||
|
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 16, 2021, George C. Wolfe informed the Board of Directors (the “Board”) of Vimeo, Inc. (the “Company”) of his decision to resign as a member of the Board and the Compensation & Human Capital Management Committee of the Board, effective immediately. Mr. Wolfe’s decision was not based on any disagreement with the Company, its management, the Board or any committee of the Board.
On December 16, 2021, the Board appointed Jay Herratti to serve as a director of the Company and as a member of the Compensation & Human Capital Management Committee, effective immediately, to fill the resulting vacancy from Mr. Wolfe’s resignation. Mr. Herratti will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company's 2022 annual meeting of stockholders, or until his earlier death, resignation or removal. Mr. Herratti will receive the standard compensation package for the Company’s non-employee directors, which is described in the Company’s joint proxy statement/consent solicitation statement/prospectus with IAC/InterActiveCorp, filed with the Securities and Exchange Commission on April 8, 2021.
Jay Herratti is CEO & Executive Director of TED Conferences LLC, a not-for-profit conference and digital media organization. He joined TED in 2014, initially serving as Executive Director of TEDx, and then as CEO of TED since April 2021. Prior to TED, Mr. Herratti held leadership positions at IAC/InterActiveCorp between 2004 to 2012, specifically, CEO of CityGrid Media (2007-2012), SVP Strategic Planning (2005-2007), and SVP Strategy and Business Development for HSN and Electronic Retailing (2004-2005). Prior to that he held senior level positions at Federated Department Stores, The Boston Consulting Group, and GE Capital. Between 2012-2019 Mr. Herratti served as a member of the board of directors of Nutrisystem, Inc., a publicly-traded provider of weight management products and services (2013-2019), and as a member of the board of directors of Constant Contact, Inc., a SaaS email marketing company (2012-2018).
There are no arrangements or understandings between Mr. Herratti, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Herratti was selected as a director. There are no related party transactions between the Company and Mr. Herratti (or any of his immediate family members) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Herratti does not have any family relationships with any of the Company’s directors or executive officers.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIMEO, INC. | ||
| By: | /s/ Michael A. Cheah | |
| Name: | Michael A. Cheah | |
| Title: | General Counsel and Secretary | |
Date: December 20, 2021
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