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PROXY STATEMENT TABLE OF CONTENTS

Table of Contents

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment1934.
(Amendment No. )

1)
Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

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Preliminary Proxy Statement

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Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12


ANGI Homeservices, Inc.


Angi Inc.
image_01.jpg
(Name of Registrant as Specified In Its Charter)


image_01.jpg
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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LOGO

May 7, 2018

April 27, 2021

Dear Stockholder:


You are invited to attend the Annual Meeting of Stockholders of ANGI HomeservicesAngi Inc., which will be held on Wednesday, June 27, 2018,9, 2021, at 9:00 a.m., Eastern Daylight Time. This year'syear’s Annual Meeting will be a virtual meeting, conducted solely online. Hosting a virtual meeting will enable our stockholders to attend online and participate from any location around the world, and support the health and well-being of our management, directors and stockholders. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ANGI2018ANGI2021.
. We believe hosting a virtual meeting will allow for greater stockholder attendance at the Annual Meeting by enabling stockholders who might not otherwise be able to travel to a physical meeting to attend online and participate from any location around the world.

At the Annual Meeting, stockholders will be asked to: (1) elect teneleven directors (2) to hold an advisory vote on two advisory proposals regarding executive compensation (the “say on pay vote”) and (3) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018.2021. The Board of Directors of ANGI HomeservicesAngi Inc. believes that the proposals being submitted for stockholder approval are in ourthe best interests of the Company and those of ourits stockholders and recommends a vote consistent with the Board'sBoard’s recommendation for each proposal.


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


Sincerely,
image301a.gif
Oisin Hanrahan
Chief Executive Officer




3601 WALNUT STREET, SUITE 700, DENVER, COLORADO 80205
303.963.7200 www.angi.com










Sincerely,



GRAPHIC
Chris Terrill
Chief Executive Officer

14023 DENVER WEST PARKWAY, BUILDING 64, GOLDEN, COLORADO 80401
303.963.7200
www.angihomeservices.com


Table of Contents

ANGI HOMESERVICES INC.
14023

3601 Walnut Street, Suite 700
Denver, West Parkway, Building 64
Golden, Colorado 80401

80205

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

        ANGI Homeservices
Angi Inc. ("ANGI"(“Angi”) is making this proxy statement available to holders of our Class A common stock and Class B common stock in connection with the solicitation of proxies by our Board of Directors for use at the Annual Meeting of Stockholders to be held on Wednesday, June 27, 2018,9, 2021, at 9:00 a.m., Eastern Daylight Time. This year'syear’s Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ANGI2018ANGI2021.. At the Annual Meeting, stockholders will be asked:asked to:


1.
to elect teneleven members of our Board of Directors, each to hold office for a one-year term ending on the date ofuntil the next succeeding annual meeting of stockholders or until such director'sdirector’s successor shall have been duly elected and qualified (or, if earlier, such director'sdirector’s removal or resignation from the Board);


2.
to hold an advisory vote on executive compensation (the "say“say on pay vote"vote”);


3.
to hold an advisory vote on the frequency of holding the say on pay vote in the future;

4.
to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 20182021 fiscal year; and


5.
to
4.transact such other business as may properly come before the meeting and any related adjournments or postponements.

        ANGI's


Angi’s Board of Directors has set April 30, 201819, 2021 as the record date for the Annual Meeting. This means that holders of record of our Class A common stock and Class B common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.


Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/ANGI2018ANGI2021,, you will need the 16-digitsixteen-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.


By order of the Board of Directors,
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Shannon Shaw
Chief Legal Officer & Secretary

April 27, 2021






By order of the Board of Directors,
LOGO

Lee Spiegler
General Counsel & Secretary

May 7, 2018


Table of Contents


PROXY STATEMENT


TABLE OF CONTENTS


Section
Page
Number
SectionPage Number

Questions and Answers About the Annual Meeting and Voting

Proposal 1—Election of Directors

Proposal and Required Vote

Information Concerning Director Nominees

Corporate Governance

The Board and Board Committees

Proposal 4—Ratification of Appointment of Independent Registered Public Accounting Firm

Audit Committee Matters

Audit Committee Report

Fees Paid to Our Independent Registered Public Accounting Firm

Audit and Non-Audit Services Pre-Approval Policy

Compensation Discussion and Analysis

Compensation Committee Report

Compensation Committee Interlocks and Insider Participation

Executive Compensation

Overview

Overview

Summary Compensation Table

Grants of Plan-Based Awards in 20172020

Outstanding Equity Awards at 20172020 Fiscal Year-End

20172020 Option Exercises and Stock Vested

Estimated Potential Payments Upon Termination or Change in Control

Pay Ratio Disclosure

Director Compensation

Security Ownership of Certain Beneficial Owners and Management

Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports

Certain Relationships and Related Person Transactions

Review of Related Person Transactions

Relationships Involving Significant Stockholders

Householding

Householding

Notice of Internet Availability of Proxy Materials

Appendix A—Audit Committee Charter

Appendix B—Executive Compensation Committee Charter

Appendix C—Compensation Committee Charter

C-1

i


EXPLANTORY NOTE

i


CERTAIN DEFINITIONS

For purposes of this proxy statement, unless the context otherwise requires, references to the following terms will have the meanings set forth below.


"ANGI"“Angi” refers to ANGI HomeservicesAngi Inc., a Delaware corporation.corporation (formerly known as ANGI is a holding company that was formed to facilitate the Combination (as defined below)Homeservices Inc.). References to the "Company," "we," "our"“Company,” “we,” “our” or "us"“us” in this proxy statement are to ANGI.Angi.



"Angie's List"“Angi Group” refers to Angie'sAngi Group, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Angi.
“Angie’s List” refers to Angie’s List, Inc., a Delaware corporation. Following the Combination Angie's(as defined below), Angie’s List is a wholly-owned subsidiary of ANGI.Angi Group.



"Combination"“Combination” refers to the combination of IAC'sthe HomeAdvisor Business (as defined below) and Angie'sAngie’s List, which transaction was completed on September 29, 2017.


"Employee Matters Agreement" refers to the employee matters agreement between ANGI and IAC, which was entered into in connection with the Combination and is summarized on page 45 under the caption Certain Relationships and Related Person Transactions—Relationships Involving Significant Stockholders.

"HomeAdvisor Business"Business” refers, prior to the Combination, to the businesses and operations, the results of which were reported in IAC'sIAC’s HomeAdvisor segment. Following the Combination, "HomeAdvisor Business"“HomeAdvisor Business” refers to the HomeAdvisor digital marketplace service in the United States, which we also refer to as the "Marketplace."“Marketplace.”



"HomeAdvisor International"International” refers to HomeAdvisor International, LLC, a Delaware limited liability company. Following the Combination, HomeAdvisor International is a wholly-owned subsidiary of ANGI.

"HomeAdvisor (US)".

“HomeAdvisor (US)” refers to HomeAdvisor, Inc., a Delaware corporation. Following the Combination, HomeAdvisor (US) is a wholly-owned subsidiary of ANGI.Angi Group.



"IAC"“IAC” refers to our controlling stockholder, IAC/InterActiveCorp, a Delaware corporation.


"Investor Rights Agreement"Agreement” refers to the investor rights agreement between ANGI and IAC, which was entered into in connection with the Combination and is summarized on pages 44-45 under the caption Certain Relationships and Related Person Transactions—Relationships Involving Significant Stockholders.

"Services Agreement" refers to the services agreement between ANGIAngi and IAC, which was entered into in connection with the Combination and is summarized on page 4534 under the caption Certain Relationships and Related Person Transactions—Relationships Involving Significant Stockholders.

ii


    “Services Agreement” refers to the services agreement between Angi and IAC, which was entered into in connection with the Combination and is summarized on page 34 under the caption Certain Relationships and Related Person Transactions—Relationships Involving Significant Stockholders.



    ii


    PROXY STATEMENT

    QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

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

    A:
    In accordance with rules adopted by the Securities and Exchange Commission (the "SEC"“SEC”), we have elected to deliver this proxy statement and our 20172020 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"“Notice Process”). If you received a Notice of Internet Availability of Proxy Materials (the "Notice"“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 20172020 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials.


    The Notice is being mailed on or about May 7, 2018April 27, 2021 to stockholders of record at the close of business on April 30, 201819, 2021 and this proxy statement and our 20172020 Annual Report on Form 10-K will be available atwww.proxyvote.combeginning on May 7, 2018.April 27, 2021. 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 providescontains instructions on how to vote your sharesshares: (i) before the date of the Annual Meeting by way of completing and submitting your proxy online, by phone or by requesting and returning a written proxy card by mail, or by voting(ii) at the Annual Meeting online atwww.virtualshareholdermeeting.com/ANGI2018ANGI2021.
    .

    Q:    How do I participate in the Annual Meeting?

    A:
    To participate in the Annual Meeting, go towww.virtualshareholdermeeting.com/ANGI2018ANGI2021 at the time and date of the Annual Meeting and enter the 16-digitsixteen-digit control number included on your Notice, your proxy card or the instructions from your broker that accompanied your proxy materials.


    Q:     Who is entitled to vote at the Annual Meeting?

    A:
    Holders of ANGIAngi Class A common stock and Class B common stock at the close of business on April 30, 2018,19, 2021, the record date for the Annual Meeting established by ANGI'sAngi’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.


    At the close of business on April 27, 2018 (the last business day prior to the record date and the filing of this proxy statement),19, 2021, there were 64,614,49282,238,720 shares of ANGIAngi Class A common stock and 415,884,757421,958,021 shares of ANGIAngi Class B common stock outstanding. Holders of ANGIAngi Class A common stock are entitled to one vote per share and holders of ANGIAngi Class B common stock are entitled to ten votes per share.


    Table of Contents

    Q:     What is the difference between a stockholder of record and a stockholder who holds stockAngi shares in street name?

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


    You may examine a list of the stockholders of record as of the close of business on April 30, 201819, 2021 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at the New York City offices of IAC,IAC/InterActiveCorp, located at 555 West 18th Street, New York, New York 10011.


    Q:     What shares are included on the enclosed proxy card?

    A:
    If you are a stockholder of record only, you will receive one proxy card from Broadridge for all shares of ANGIAngi Class A common stock that you hold. If you hold your Angi shares of ANGI Class A common stock in street name through one or more banks, brokers and/
    1


    or other holders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your ANGIAngi shares. If you are a stockholder of record and hold additional Angi shares of ANGI Class A common stock in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your ANGI shares are held.

    Angi shares.


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

    A:
    The presence at the Annual Meeting, in person or by proxy, of holders having a majority of the total votes entitled to be cast by holders of ANGIAngi Class A common stock and ANGIAngi Class B common stock at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at www.virtualshareholdermeeting.com/ANGI2021 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. Shares of ANGIAngi Class A common stock and ANGIAngi Class B common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.


    Q:    What matters will ANGIAngi stockholders vote on at the Annual Meeting?

    A:
    ANGI    Angi stockholders will vote on the following proposals:



    Proposal 1—to elect teneleven members of ANGI'sthe Angi Board of Directors, each to hold office for a one-year term ending on the date ofuntil the next succeeding annual meeting of stockholders or until such director'sdirector’s successor shall have been duly elected and qualified (or, if earlier, such director'sdirector’s removal or resignation from the Board);


    Proposal 2—to hold Proposal 2an advisory vote on executive compensation (the "say“say on pay vote"vote”);


    Proposal 3to hold an advisory vote on the frequency of holding the say on pay vote in the future;vote;



    Proposal 4—to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 20182021 fiscal year; and


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

    Table of Contents

    Q:
    What are my voting choices when voting for director nominees and what votes are required to elect directors to ANGI'sthe Angi Board of Directors?


    A:
    You may vote in favor ofalldirector nominees, withhold votes as toalldirector nominees or vote in favor of and withhold votes as to specific director nominees.


    The election of each of our director nominees requires the affirmative vote of a plurality of the total number of votes cast by holders of shares of ANGIAngi Class A common stock and Class B common stock (hereinafter collectively referred to as "ANGI“Angi capital stock"stock”) voting together, with each share of ANGIAngi Class A common stock and Class B common stock representing the right to one and ten votes,vote(s), respectively. Pursuant to the Investor Rights Agreement, IAC is required to vote all of its shares of ANGI common stock in favor of Thomas R. Evans and Angela R. Hicks Bowman (or their replacements, should either be unable or unwilling to serve, appointed pursuant to the terms of the Investor Rights Agreement and as summarized below under the caption Director Nominations on page 12).


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


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


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


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


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


    2


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


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


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


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


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


    Table of Contents

    Q:
    What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as ANGI'sAngi’s independent registered public accounting firm for 20182021 and what votes are required to ratify this appointment?


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


      The ratification of the appointment of Ernst & Young LLP as ANGI'sAngi’s independent registered public accounting firm for 20182021 requires the affirmative vote of holders of a majority of the voting power of shares of ANGIAngi capital stock present at the Annual Meeting in person or represented by proxy and voting together.


      The Board recommends that our stockholders voteFOR the ratification of the appointment of Ernst & Young LLP as ANGI'sAngi’s independent registered public accounting firm for 2018.2021.

    Q:     How does IAC’s ownership of all of the shares of Angi Class B common stock outstanding affect votes cast in connection with the Annual Meeting?

    A:    As of April 19, 2021 (the Annual Meeting record date), IAC beneficially owned and had the right to vote all of the shares of Angi Class B common outstanding, which holdings represented approximately 98.2% of the voting power of shares of Angi capital stock entitled to vote at the Annual Meeting. As a result, regardless of the vote of any other Angi stockholder, IAC has control over the vote on each matter submitted for stockholder approval at the Annual Meeting.

    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 other matters are properly presented at the Annual Meeting for consideration, the three ANGIAngi officers who have been designated as proxies for the Annual Meeting, Joanne Hawkins, Glenn H. SchiffmanShannon Shaw and Tanya M. Stanich, will each have the discretion to vote on those matters for stockholders who have submitted their proxy.


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

    A:
    ANGI's    The Angi 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 three ways:

    3


    Submitting a Proxy Online:Submit your proxy online atwww.proxyvote.comwww.proxyvote.com.. Internet proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on Tuesday, June 26, 2018;8, 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 voting is available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on Tuesday, June 26, 2018;8, 2021; or


    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 atwww.virtualshareholdermeeting.com/ANGI2018ANGI2021 and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will need the 16-digitsixteen-digit control number included on your Notice, your proxy card or the instructions from your broker that accompanied your proxy materials.


    For shares of ANGIAngi Class A common stock held in street name, holders may submit a proxy online or by telephone before the date of the Annual Meeting if their broker, bank and/or other holder of record makes these methods available. If you submit a proxy online or by telephone,DO NOTrequest and return a printed proxy card from ANGIAngi or from your broker, bank and/or other holder of record. If you hold your shares through a broker, bank and/or other holder of record, follow the voting instructions you receive from your broker, bank and/or other holder of record.


    Table of Contents

    Q:
    If I hold my ANGIAngi shares in street name, will my broker, bank or other holder of record vote thesemy shares for me?


    A:
    If you hold your shares of ANGIAngi Class A common stock in street name, you must provide your broker, bank and/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 depends on the type of item being considered for a vote.


      Non-Discretionary Items.The election of directors and the two advisory proposals related to executive compensation areis a non-discretionary itemsitem and mayNOTbe voted on by your broker, bank and/or other holder of record absent specific voting instructions from you. If you do not provide your bank, broker and/or other holder of record with voting instructions, your shares of ANGIAngi Class A common stock will be represented by "broker non-votes."“broker non-votes” in the case of this proposal.


      Discretionary Items.The ratification of Ernst & Young LLP as ANGI'sAngi’s independent registered public accounting firm for 20182021 is a discretionary item. Generally, brokers, banks and/or other holders of record that do not receive voting instructions from you may vote on this proposal in their discretion and these votes will be counted for purposes of determining a quorum.


    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 (the two advisory proposals related to executive compensation and the auditor ratification proposal) and have no impact on the vote on any proposal for which the vote standard is based on the votes cast at the meeting (the election of directors). 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:


    submitting a later-dated proxy relating to the same shares online, by telephone or by mail before the date of the Annual Meeting;


    delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or
    4



    participating in the Annual Meeting and voting online at that time atwww.virtualshareholdermeeting.com/ANGI2018ANGI2021 (although(although virtual attendance at the Annual Meeting will not, by itself, change your vote or revoke a proxy).


    To change your vote or revoke your proxy before the date of the Annual Meeting, follow the instructions provided on your Notice, proxy card or proxy materials 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 of ANGIAngi Class A common stock through a broker, bank and/or other holder of record, follow the instructions that you receive from your broker, bank and/or other holder of record if you wish to change your vote or revoke your proxy.


    Table of Contents

    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 votedFORthe election of all director nominees consistent with the Board's recommendations in the case of the two advisory proposals related to executive compensation andFORthe ratification of the appointment of Ernst & Young LLP as ANGI'sAngi’s independent registered public accounting firm for the 20182021 fiscal year.


    Q:     How are proxies solicited and who bears the related costs?

    A:
    ANGI    Angi bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of ANGIAngi may solicit proxies from stockholders by various means, including by telephone, e-mail, letter facsimile or in person. Following the initial mailing of the Notice and proxy materials, ANGIAngi will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of ANGIAngi Class A common stock and to request authority for the exercise of proxies. In such cases, ANGI,Angi, upon the request of these holders of record, 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 on at the Annual Meeting and/or how to participate in the Annual Meeting online atwww.virtualsharesholdermeeting.com/ANGI2018ANGI2021and vote at that time and/or would like copies of any of the documents referred to in this proxy statement, contact ANGIAngi Investor Relations at 1.212.314.7400 orir@angihomeservices.comir@angihomeservices.com.
    .


    5


    PROPOSAL 1—ELECTION OF DIRECTORS


    Proposal and Required Vote

    At the upcoming Annual Meeting, a board of teneleven directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director'sdirector’s successor shall have been duly elected and qualified (or, if earlier, such director'sdirector’s removal or resignation from the Board). As described under the caption Director Nominations on page 12,10, pursuant to the Investor Rights Agreement, six directors are nominated by IAC and the remaining five directors are nominated by the Angi Board. IAC has the right nominate six directors and has nominated Kendall Handler, Joseph Levin, Glenn H. Schiffman, Mark Stein, Christopher Terrill, Suzy Welch and Gregg Winiarski. The Investor Rights Agreement also provides that the ANGI Board: (i) has the right to nominate two directors andAngi Board has nominated Alesia J. Haas, and Yilu Zhao and (ii) is obligated to nominateOisin Hanrahan, Angela R. Hicks Bowman, Thomas R. Evans and Angela R. Hicks Bowman.Yilu Zhao. Information concerning director nominees all of whom are incumbent directors of ANGI, appears below.


    Although Angi management does not anticipate that any of the personsdirector nominees named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board; provided, however, that if any of Messrs. Evans, Levin, Schiffman, Stein, Terrill and/or Winiarski and/or Mses. Hicks Bowman and/or Welch are unable or unwilling to stand for election, their replacements shall be designated in the manner set forth in the Investor Rights Agreement and as summarized below under the caption Director Nominations on page 12.

    Board.


    The election of each of our director nominees requires the affirmative vote of a plurality of the total number of votes cast by holders of shares of ANGIAngi capital stock voting together as a single class. Pursuant to the Investor Rights Agreement, IAC has agreed to vote all of its shares of ANGI common stock in favor of Thomas R. Evans and Angela R. Hicks Bowman (or their replacements).


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


    Information Concerning Director Nominees

    Background information about each director nominee is set forth below, including (as applicable) information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each director nominee.


    Thomas R. Evans, age 63,66, has been a director of ANGIAngi since September 2017. Mr. Evans served as President and Chief Executive Officer of Bankrate, IncInc. (a digital publisher of consumer financial content and rate information ("Bankrate"(“Bankrate”)) from June 2004 to December 2013, during which time he also served as a member of the board of directors of Bankrate. Following his retirement from Bankrate, Mr. Evans served as an advisor to the board of directors of Bankrate through December 2015. Prior to his tenure at Bankrate, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. (a company specializing in the online processing of consumer credit card payments for government taxes, fees and fines online)fines) from August 1999 to September 2003, and as President and Chief Executive Officer of GeoCities Inc. (a community of personal websites) from March 1998 to June 1999. Prior to his digital experience, Mr. Evans was a 20-year veteran of the magazine business, having served as President and Publisher of U.S. News & World Report, President of The Atlantic Monthly and President and Publisher of Fast Company, which he launched in 1995. Mr. Evans has served as a member of the board of directors of Shutterstock, Inc. (a stock photography, stock footage, stock music and editing tools provider) since March 2012 and served as a member of the boards of directors of Millennial Media, Inc. (a public mobile marketplace company), Future Fuel Corp. (a public chemical manufacturing company) and Angie'sAngie’s List during the past five years.from February 2016 to September 2017. Mr. Evans is one of two directors initially selected by Angie'sAngie’s List from its board of directors to serve as Angi directors of ANGI following the Combination and whom the Board is obligated to nominate for election at this year's Annual Meeting.Combination. Mr. Evans has experience as a public company chief executive officer and adviser,advisor, as well as extensive digital experience in a variety of industries, a high level of financial literacy and insight into the media industry.


    Alesia J. Haas, 41,44, has been a director of ANGIAngi since September 2017. Ms. Haas has served as Chief Financial Officer of Coinbase Global Inc. (a private cryptocurrency exchange fund ("Coinbase"(“Coinbase”)) since April 2018. Prior to joining Coinbase, Mr.Ms. Haas served as the Chief Financial Officer of Och Ziff Capital Management LLC (a publicly traded, global institutional alternative asset manager ("(“Och Ziff"Ziff”)) from December 2016 to April 2018. Prior to joining Och Ziff, Ms. Haas served as Chief Financial Officer of OneWest Bank, NA (a California based commercial bank ("(“OneWest Bank"Bank”)) from January 2013 until its acquisition by CIT Group Inc. in August 2015. Prior to her tenure as Chief Financial Officer of OneWest Bank, Ms. Haas served as Interim Chief Financial Officer of OneWest Bank from September 2012 to January 2013 and Head of Strategy for OneWest Bank from March 2009 to August 2015. Ms. Haas served as a member of the board of directors of Sears Holding Corp.Corporation (a leading integrated (digital and physical) retailer) during the past five years. In nominating Ms. Haas, the Board considered her serviceexperience serving as a public company chief financial officer, including the attendant risk oversight duties, and high level of financial literacy.


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    Kendall Handler, age 36, has been a director of Angi since December 2020 and has served as Senior Vice President and General Counsel of IAC since January 1, 2021. Prior to assuming this role, Ms. Handler spent over three years overseeing all legal aspects of IAC’s merger and acquisitions activity, first in her capacity as M&A Counsel of IAC and then as Vice President, M&A Counsel of IAC. Before joining IAC in 2017, Ms. Handler served for over six years as an associate at Wachtell, Lipton, Rosen & Katz, where she advised clients on mergers and acquisitions, corporate governance and other general corporate matters. Ms. Handler received a Bachelor of Arts from the University of Virginia and a Juris Doctorate, cum laude, from Harvard Law School. In nominating Ms. Handler, the Board considered her expertise in mergers and acquisitions, strategic initiatives and corporate governance.

    Oisin Hanrahan, age 37, has served as Chief Executive Officer of Angi since February 2021 and previously served as Chief Product Officer since June 2019. Mr. Hanrahan also served as Chief Executive Officer of Handy, Inc. (“Handy”), which Angi acquired in October 2018. Mr. Hanrahan co-founded Handy in 2012 and served as its Chief Executive Officer since its founding. Prior to founding Handy, Mr. Hanrahan founded MiCandidate, a service that provided real time political content to media companies in 25 European countries, and Clearwater Group, a real estate development business in Budapest, Hungary. Mr. Hanrahan is also a co-founder and served as a member of the board of directors of The Undergraduate Awards, a foundation he created in 2009 to support and celebrate outstanding undergraduate students globally. Mr. Hanrahan studied at Trinity College Dublin, London School of Economics and Harvard Business School and also advises a number of startups and runs a small early stage angel fund. In nominating Mr. Hanrahan, the Board considered his role as Chief Executive Officer of Angi and his entrepreneurial experience and knowledge regarding our products and brands, all of which he has gained through his prior roles as Chief Product Officer of Angi and Chief Executive Officer of Handy.

    Angela R. Hicks Bowman, age 45,48, who also goes by Angie Hicks, has been a director of ANGIAngi and served as our Chief Customer Officer since September 2017. Prior to serving in these roles, Ms. Hicks Bowman co-founded Angie'sAngie’s List in 1995 and served as its Chief Marketing Officer from May 2000 to September 2017 and as member of its board of directors from March 2013 to September 2017. Ms. Hicks Bowman earned a Bachelor of Arts in Economics from DePauw University, from which she received a Distinguished Alumni Award for Management and Entrepreneurship and the Robert C. McDermond Medal for Excellence in Entrepreneurship, and a Master of Business Administration degree from Harvard Business School. Ms. Hicks Bowman has received multiple awards for her entrepreneurial achievements, as well as her leadership in both the community and the technology field, including (among others) being awarded both the TechPoint Trailblazer Award and Harvard Business School'sSchool’s Alumni Achievement Award in 2017. Ms. Hicks Bowman is one of two directors initially selected by Angie'sAngie’s List from its


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    board of directors to serve as Angi directors of ANGI following the Combination and whom the Board is obligated to nominate at this year's Annual Meeting.Combination. Ms. Hicks Bowman currently serves as our Chief Customer Officer and has unique knowledge and experience regarding Angie'sAngie’s List, as well as leadership and operational experience, all of which she has gained as a co-founder of Angie'sAngie’s List and through her role as Chief Marketing Officer of Angie'sAngie’s List prior to the Combination.


    Joseph Levin,age 38,41, has been Chairman of our Board since September 2017. Mr. Levin has served as Chief Executive Officer and a director of IAC since June 2015. Prior to his appointment as Chief Executive Officer of IAC, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC'sIAC’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, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Prior to joining IAC, Mr. Levin worked in the Technology Mergers & Acquisitions group for Credit Suisse First Boston (now Credit Suisse) advising public and private technology and e-commerce companies on a variety of transactions. Mr. Levin has also served on the boardsboard of directors of Match Group, Inc. (a leading provider of online dating services) and Groupon, Inc. (an e-commerce marketplace connecting subscribers with local merchants by offering activities, travel, goods and services) since October 2015 and March 2017, respectively, and currently serves as Chairman of the board of directors of Match Group, Inc. Mr. Levin previously served on the boards of directors of LendingTree, Inc. (from August 2008 through November 2014) and, The Active Network (beginning prior to its 2011 initial public offering through its sale in December 2013) 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. Mr. Levin was nominated by IAC pursuant to the Investor Rights Agreement. Mr. Levin has unique knowledge and experience regarding ANGIAngi and its businesses that he has gained through his various roles with IAC since 2003, most recently his role as Chief Executive Officer of IAC, as well as a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.


    Glenn H. Schiffman, age 48,51, has served as a director of Angi since June 2017 and currently serves as Interim Chief Financial Officer of ANGIAngi since June 2017January 2021 and previously served as Chief Financial Officer of Angi from September 2017 respectively.to March 2019. Mr. Schiffman has served as Executive Vice President and Chief Financial Officer of IAC since April 2016. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, sincefrom 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
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    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'sSchiffman’s roles at Nomura followed Nomura's acquisition of Lehman'sLehman’s Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National Committee on United States-China Relations and serves as a Member of the Board of Visitors for the Duke University School of Medicine. Mr. Schiffman has served on the board of directors of Match Group, Inc. since September 2016. Mr. Schiffman was nominated by IAC pursuant to the Investor Rights Agreement. Mr. Schiffman currently serves as ourinterim Chief Financial Officer of Angi and also has gained unique knowledge and experience regarding ANGIAngi and its businesses that he has gained through his role as Executive Vice President and Chief ExecutiveFinancial Officer of IAC,IAC. Mr. Schiffman also has risk management experience gained in his role as Chief Financial Officer, as well as a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. Mr. Schiffman also has investment banking experience, which gives him particular insight into trends in capital markets and the technology and media industries.


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    Mark Stein, age 50,53, has served as a director of ANGIAngi since September 2017. Mr. Stein has served as Executive Vice President and Chief Strategy Officer of IAC since January 2016 and prior to that time, served as Senior Vice President and Chief Strategy Officer of IAC from September 2015. Mr. Stein previously served as both Senior Vice President of Corporate Development at IAC (from January 2008) and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile applications and media properties that comprised IAC'sIAC’s former Search & Applications segment (from November 2012). Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time, as Executive Vice President of Corporate and Business Development of IAC Search & Media. Mr. Stein has served on the board of directors of Match Group, Inc. since November 2015. Mr. Stein was nominated by IAC pursuant to the Investor Rights Agreement.


    Mr. Stein has unique knowledge and experience regarding ANGIAngi and its businesses that he has gained through his various roles with IAC since 2005, as well as high levels of financial and legal literacy, experience in operating a variety of online consumer service businesses and expertise regarding investments, partnerships and other strategic transactions.

    Chris TerrillSuzy Welch, age 50, has served as a director and Chief Executive Officer of ANGI since September 2017. Prior to serving in these roles, Mr. Terrill served as Chief Executive Officer of HomeAdvisor (US) from May 2011. Prior to joining HomeAdvisor (US), he held senior marketing positions at Nutrisystem.com (a direct-to-consumer provider of weight loss products and services), serving as its Chief Marketing Officer and Executive Vice President of e-Commerce from June 2009 to May 2011 and as Senior Vice President of e-Commerce from January 2007 to June 2009. Prior to joining Nutrisystem.com, Mr. Terrill served as Vice President of Product and Marketing for Blockbuster.com, the online division of Blockbuster Inc. (a provider of home movie and video game rental services), from January 2006 to December 2006 and as Vice President of New Brands & Verticals for Match.com from July 1999 to December 2005. Mr. Terrill has served on the board of directors of Realogy Holdings Corp. (a premier provider of residential real estate services in the United States) since July 2016. In his not-for-profit affiliations, Mr. Terrill serves as a member of Rework America Taskforce (a developer of programs and research to promote skilled labor across the United States) and the Business Experiential-Learning Commission (focuses on integrating work-based education and training into Colorado schools). Mr. Terrill was nominated by IAC pursuant to the Investor Rights Agreement. Mr. Terrill currently serves as our Chief Executive Officer and has unique knowledge and experience regarding our HomeAdvisor Business and the home services industry generally, both of which he has gained through his role as Chief Executive Officer of HomeAdvisor (US) and ANGI, as well as extensive online marketing and operating experience.

    Suzy Welch, age 57,60, has served as a director of ANGIAngi since September 2017. Ms. Welch is a business journalist, public speaker and author of the New York Times bestseller10-10-10: A Life Transforming Idea, a guide to values-driven decision making. With her husband, Jack Welch, Ms. Welch is also the authora co-author of the international best-sellers,The Real Life MBAandWinning. In addition to her writing and public speaking, Ms. Welch has served as a television commentator for numerous networks since 2002, and exclusively for NBC and CNBC since 2015. She is also a contributing editor for LinkedIn, anchoring major editorial projects. SinceFrom 2010 to 2020, Ms. Welch has also served as a curriculum advisor for the Jack Welch Management Institute, which she and her husband co-founded. Ms. Welch began her career working as a reporter for The Miami Herald from September 1981 through June 1985, after which she attended Harvard Business School, where she graduated as a Baker Scholar in 1988. She then worked as a management consultant at Bain & Co., before joining the Harvard Business Review as a senior editor in January 1995. She was named editor-in-chief in 2001, serving in that position until April 2002. Ms. Welch also serves on several private company and non-profit boards. Ms. Welch was nominated by IAC pursuant to the Investor Rights Agreement. Ms. Welch has broad general business experience that she has gained through her various affiliations with Harvard and the Jack Welch Management Institute, as well as expertise in business leadership, strategy and organizational behavior, topics about which she has written and spoken extensively.


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    Gregg Winiarski, age 47,50, has served as a director of ANGIAngi since JuneSeptember 2017. Mr. Winiarski has served as Executive Vice President, General Counsel and Secretary of IAC sincefrom February 2014 until December 2020, and previously served as Senior Vice President, General Counsel and Secretary of IAC from February 2009 to February 2014. Mr. Winiarski currently serves as a senior consultant for IAC. Mr. Winiarski previously served as Associate General Counsel of IAC from February 2005, during which time he had primary responsibility for all legal aspects of IAC'sIAC’s mergers and acquisitions and other transactional work. Prior to joining IAC in February 2005, Mr. Winiarski was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, a global law firm, from 19961997 to February 2005. Prior to joining Skadden, Mr. Winiarski was a certified public accountant with Ernst & Young in New York. Mr. Winiarski has served on the board of directors of Match Group, Inc. since October 2015. Mr. Winiarski was nominated by IAC pursuant to the Investor Rights Agreement. Mr. Winiarski has unique knowledge and experience regarding ANGIAngi and its businesses that he has gained through his various roles with IAC since 2005, most recently his role as Executive Vice President, and General Counsel and Secretary, as well as a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.


    Yilu Zhao, age 42,45, has served as a director of ANGIAngi since September 2017. Ms. Zhao is a co-founder, partner and managing director of Zebra Global Capital, a Beijing-based private equity fund focusing on technology. Prior to founding Zebra Global Capital in March 2016, Ms. Zhao served as Chief Financial Officer of Qunar.com (a publicly traded, leading online travel platform) from March 2014 to January 2016. Before joining Qunar.com, Ms. Zhao served as an executive director in the
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    investment banking division at Goldman Sachs from February 2008 to February 2014. Ms. Zhao was also a staff reporter with The New York Times and was part of a team that won the Pulitzer Prize for covering 9/11. In nominating Ms. Zhao, the Board considered her service as a public company chief financial officer and high level of financial literacy, as well as her private equity experience in the technology sector.


    Corporate Governance

    Controlled Company Status. ANGIAngi is subject to the Marketplace Rules of The Nasdaq Stock Market, LLC (the "Marketplace Rules"“Marketplace Rules”), which exempt "Controlled Companies"“Controlled Companies” from certain Nasdaq corporate governance requirements. A "Controlled Company"“Controlled Company” is a company of which more than 50% of the voting power is held by an individual, group or another company. IAC controls more than 50% of the voting power of ANGIAngi capital stock and has filed a Statement of Beneficial Ownership on Schedule 13D relating to its ANGIAngi holdings with the SEC. On this basis, ANGIAngi is relying on the exemption for Controlled Companies from certain Nasdaq requirements, specifically, those that would otherwise require that:


    a majority of ourthe Angi Board of Directors consists of "independent"“independent” directors, as such term is defined in the Marketplace Rules; and


    we have a nominating/governance committee composed entirely of "independent"“independent” directors with a written charter addressing the committee'scommittee’s purpose and responsibilities.


    Pursuant to the Investor Rights Agreement, we are obligated to avail ourselves of the exemption for Controlled Companies from certain Nasdaq requirements for so long as IAC controls more than 50% of ANGIAngi capital stock (and except as may be otherwise consented to by IAC).


    Leadership Structure.The Company'sCompany’s business and affairs are overseen by its Board. Our Board currently has ten members, eight of whom were designated by IAC and two of whom were selected by Angie's List from its board of directors to serve as directors of ANGI following the Combination. Sixeleven members. Seven of our directors (Ms.(Mses. Hicks Bowman and Handler and Messrs. Hanrahan, Levin, Schiffman, Stein Terrill and Winiarski) are executive officers of ANGI and/Angi or IAC and of the four remaining current directors (Mr. Evans and Mses. Haas, Welch and Zhao), three are "independent"“independent” under the Marketplace Rules. The Board has an Audit Committee, an Executive Compensation Committee and a Compensation Committee. The Audit and Executive Compensation Committees are


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    both comprised solely of independent directors. For more information regarding director independence and our Board Committees, see the discussion under Director Independence belowon page 10 and The Board and Board Committees beginning on page 13.11. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chairman and the Chief Executive Officer and have full access to Company management at all times.


    Our independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. We do not have a lead independent director or any other formally appointed leader for these sessions. The independent membership of our Audit and Executive Compensation Committees ensures that directors with no ties to Company management are charged with oversight for all financial reporting and executive compensation related decisions made by Company management. At each regularly scheduled Board meeting, the Chairperson of each of these committees will provide 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. TerrillHanrahan serves as our Chief Executive Officer and Mr. Levin serves as our Chairman. We believe that this leadership structure provides us with the benefit of a full-time Chief Executive Officer dedicated to focusing on the day-to-day management and continued growth of our newly public company and its various businesses, coupled with the oversight of our strategic goals and vision by a Chairman who has a wealth of unique knowledge and experience regarding us and our businesses, as well as public company expertise. At this time, we believe that this leadership structure is the most appropriate one for the Company and its stockholders.


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

    Compensation Risk Assessment. In connectionWe 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 the Company’s compensation policies and programs and the administration of these programs pose any material risks to the Company. The findings of any risk assessment are discussed with the Combination in September 2017,Executive Compensation and Compensation Committees and, where appropriate, the full Board of Directors. Based upon our Board reviewed the potential risks associated with the structure and design of our various compensation plans, including a comprehensive review of the material compensation plans and programs for all employees. Our Board has concludedassessments, we believe that our compensation planspolicies and programs operate within our larger corporate governance and review structure that serves and supports risk mitigation and discouragesdo not encourage excessive or unnecessary risk-taking behavior. We will periodically conductand are not reasonably likely to have a material adverse effect on the Company.

    Hedging Policies and Practices. Angi’s policy on securities trading provides that no director, officer or employee of Angi and its businesses may engage in transactions in publicly traded options, such assessments goingas puts, calls and other derivative securities, relating to securities of Angi and/or its publicly traded affiliates, or engage in short sales with respect to securities of Angi and/or its publicly traded affiliates. This prohibition extends to any and all forms of hedging and monetization transactions, such as zero-cost collars and forward and discuss any findings with our Executive Compensation and Compensation Committees.sale contracts (among others).


    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


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    have any relationships with us and our businesses that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. When making independence determinations, the Board reviews information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. Specifically, the Board considers that in some cases in the ordinary course of business, ANGIAngi and its businesses and affiliates (including IAC and its other subsidiaries) may sell products and services to, and/or purchase products and services from, companies at which directors (or certain of their family members) are employed or serve as directors, or over which directors (or certain of their family members) may otherwise exert control and if so, whether any payments were made to (or received from) such entities by ANGIAngi and its businesses and/orand affiliates (including IAC and its other businesses.subsidiaries). Information relevant to independence determinations is obtained from director responses to questionnaires circulated by Company management, as well as from Company records and publicly available information. Once an independence determination is made, Company management monitors those transactions, relationships and arrangements that were relevant to such determination, 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 a prior independence determination.


    In connection with the Combination in September 2017,late 2020, the Board determined that each of Mr. Evans and Mses. Haas and Zhao is independent. In the case of Mr. Evans and Mses. Haas and Zhao, no relationships of the type that would preclude a determination of independence under the Marketplace Rules or otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of a director were identified for consideration.


    Of the remaining seveneight incumbent directors, six (Ms.(Mses. Hicks Bowman and Handler, and Messrs. Hanrahan, Levin, Schiffman, Stein, Terrill and Winiarski) are executive officers of ANGI and/Angi or IAC and Ms. Welch has a family member who providesof Ms. Welch provided consulting services to IAC and received relates fees for these services from IAC. Given these relationships, none of these directors is independent.


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


    Director Nominations.Pursuant to the Investor Rights Agreement, IAC has the right to nominate a certain number of our directors (currently six) corresponding to its degree of equity and voting interest in us until such time as its equity and voting interest are both less than 10%, as well as appoint replacements of its designated directors should such individuals become unable or unwilling to serve. IAC has nominated Messrs. Levin, Schiffman, Stein Terrill and Winiarski and Ms. Welch. In addition,Mses. Handler and Welch and the Investor Rights Agreement provides that the ANGI Board has the right to nominate tworemaining five directors (Messrs. Evans and it has nominatedHanrahan and Mses. Haas, Hicks Bowman and Zhao. If any IAC or ANGI Board nominee becomes unable or unwilling to serve, IAC orZhao) were nominated by the ANGI Board, as applicable, has the right to designate his or her replacement pursuant to the Investor Rights Agreement. Lastly, the Investor Rights Agreement also provides that until the date immediately preceding our 2020 Annual Meeting of Stockholders, the ANGI Board shall nominate the two directors initially selected by Angie's List from its board of directors to serve as directors of ANGI following the Combination (Mr. Evans and Ms. Hicks or their replacements pursuant to the Investor Rights Agreement) and IAC shall vote all of its shares of ANGI common stock in favor of such directors and not vote to remove such directors other than for cause. If, prior to our 2020 Annual Meeting of Stockholders, Mr. Evans and/or Ms. Hicks become unable or unwilling to serve, then the ANGI Board will select a replacement. Any individual selected as a replacement must be: (i) independent under the Marketplace Rules and applicable SEC rules if the individual is replacing Mr. Evans, (ii) qualified to serve as an independent director of IAC (were suchAngi Board.


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    individual to be appointed at such time to IAC's board of directors) and (iii) acceptable to remaining director initially selected by Angie's List.

    As a result of the rights under the Investor Rights Agreement described above and the Controlled Company exemption, the Board does not have a nominating committee or other committee performing similar functions nor any formal policy on nominations. While there are no specific requirements for eligibility to serve as a director of ANGI,Angi, in evaluating candidates, the Board will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of ANGI,Angi, whether the candidate'scandidate’s experience and expertise would be beneficial to the Board, whether the candidate is willing and able to devote the necessary time and energy to the work of the Board and whether the candidate is prepared and qualified to represent the best interests of ANGI'sAngi’s stockholders. WhileThe Board believes that the interests of the stockholders are best served when the Board has diverse balance of experience, skills and characteristics because it encourages a fuller discussion on Board topics from a variety of viewpoints and with the benefit of many different experiences. Although the Board does not have a formal diversity policy, it alsothe Board considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board membersmembers. The current Board composition represents diverse experience and those represented by the Board as a wholeskills appropriate to ensure that the Board has the right mix of skills, expertise and background.

    our business, including 45% female representation on our Board.


    The Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders, asand to date ANGIAngi has not received any such recommendations. However, the Board would consider such recommendations if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to ANGI HomeservicesAngi Inc., 140233601 Walnut Street, Suite 700, Denver, West Parkway, Building 64, Golden, Colorado 80401,80205, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director“Director Nominee Recommendation." The letter must identify the author as a stockholder, provide a brief summary of the candidate'scandidate’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'ssender’s stock ownership. Any director recommendations will be reviewed by the Corporate Secretary and the Chairman and, if deemed appropriate, will be shared with the entirefull Board for further review.


    Communications with the ANGIAngi Board.Stockholders who wish to communicate with ANGI'sthe Angi Board or a particular director may send such communication to ANGI HomeservicesAngi Inc., 140233601 Walnut Street, Suite 700, Denver, West Parkway, Building 64, Golden, Colorado 80401,80205, Attention: Corporate Secretary.


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



    The Board and Board Committees

    The Board. Following the Combination in 2017, theThe Board had two meetingsmet six times and did not take anytook action by written consent.consent three times in 2020. All incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served during 2020. Directors are not required to attend annual meetings of ANGIAngi stockholders. Three members of the Board attended the Company’s 2020 Annual Meeting of Stockholders.

    The Board currently has three standing committees: the Audit Committee, the Executive Compensation Committee and the Compensation Committee.

    Audit Committee.During 2017,2020, the members of the Audit Committee were Mr. Evans and Mses. Haas and Zhao, with Ms. Haas serving as the Chairperson of such committee. Following the Combination in 2017, theThe Audit Committee had two meetingsmet eight times and did not take any action taken by written consent.consent in 2020.


    The Audit Committee is appointed by the Board and functions pursuant to a written charter adopted by the Board, the most recent version of which is filed as Appendix A to this proxy statement.


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    The Audit Committee assists the Board with a variety of matters described in its charter, which include monitoring: (i) the integrity of ANGI'sAngi’s financial statements, (ii) the effectiveness of ANGI'sAngi’s internal control over financial reporting, (iii) the qualifications and independence of ANGI'sAngi’s independent registered public accounting firm, (iv) the performance of ANGI'sAngi’s internal audit function and independent registered public accounting firm, (v) ANGI'sAngi’s risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by ANGIAngi with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among itself, the Company'sCompany’s independent registered public accounting firm, the Company'sCompany’s internal auditors and Company management. The formal report of the Audit Committee is set forth on page 17.

    page15.

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    The Board previously concluded that each of Mr. Evans and Mses. Haas and Zhao meet the independence standards under applicable SEC rules and the Marketplace Rules for service on the Audit Committee and is able to read and understand fundamental financial statements, and that Ms. Haas is an "audit“audit committee financial expert," as such term is defined in applicable SEC rules and the Marketplace Rules.

            Pursuant to the Investor Rights Agreement, until the date immediately preceding our 2020 Annual Meeting of Stockholders, at least one of Mr. Evans or Ms. Hicks (or his or her replacement, if applicable) shall be a member of the Audit Committee if such individual meets the independence standards under applicable SEC rules and the Marketplace Rules.


    Executive Compensation and Compensation Committees.During 2017,2020, the members of: (i) the Executive Compensation Committee were Mr. Evans and Ms. Haas and (ii) the Compensation Committee were Mr. Evans and Mses. Haas and Welch, with Mr. Evans serving as the Chairperson of both committees. Following the Combination in 2017, theThe Executive Compensation Committee met once and Compensation Committees had one joint meeting and the Compensation Committee took action by written consent once.three time in 2020. The Compensation Committee met three times and took action by written consent seven times in 2020.


    Both committees are appointed by the Board and each committee functions pursuant to a written charter adopted by the Board, the most recent versions of which are filed as Appendices B and C to this proxy statement. Except for those matters reserved exclusively for the Executive Compensation Committee (as described below), both committees assist the Board with all matters relating to, and have overall responsibility for approving and evaluating, all compensation plans, policies and programs of the Company. Both committees may form and delegate authority to subcommittees and may delegate authority to one or more of their respective members. While the committees generally meet and take action jointly, where appropriate or required, either committee takes action unilaterally.

    In addition, the Compensation Committee may also delegate to one or more of the Company’s officers its authority to make grants of equity-based compensation to the extent allowed under applicable law.


    Matters reserved exclusively for the Executive Compensation Committee relate to the compensation of our Chief Executive Officer and other "officers"“officers” (as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”)). Accordingly, the Executive Compensation Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company in which these officers are the exclusive participants and any other compensation plans, policies, and programs of the Company as they may affect such officers. In addition, the Compensation Committee may also delegate to one or more of the Company's officers its authority to make grants of equity-based compensation to the extent allowed under applicable law.


    For additional information on ANGI'sAngi’s processes and procedures for the consideration and determination of executive compensation and the related roles of the Executive Compensation and Compensation Committees, Company management and consultants, see the discussion under Compensation Discussion and Analysis generally beginning on page 19.17. The joint report of the Executive Compensation and Compensation Committees is set forth on page 26.

    20.

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    The Board previously concluded that each of Mr. Evans and Ms. Haas meet the independence and other requirements of the Marketplace Rules, applicable SEC rules and the Internal Revenue ServiceMarketplace Rules for compensation committee members.



    PROPOSAL 2—2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE "SAY“SAY ON PAY VOTE"VOTE”)

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


    As described under the caption Compensation Discussion and Analysis beginning on page 19,17, prior to the completion of the Combination, we were a wholly-owned subsidiary of IAC and during that time, the compensation of our executive officers (including our named executives) was generally determined by IAC'sIAC’s senior management in accordance with executive compensation program and policies adopted by the Compensation and Human Resources Committee of IAC'sIAC’s Board of Directors, which were designed to provide the level of compensation necessary to attract, retain, motivate and reward talented and experienced executives and to motivate them to achieve short-term and long-term goals, thereby enhancing stockholder value and creating a successful company.


    Following the completion of the Combination, our Executive Compensation Committee (comprised of two independent directors) and our Compensation Committee (comprised of the members of the Executive Compensation Committee, plus one non-independent director) have the joint responsibility of establishing our compensation philosophy and programs and determining appropriate payments and awards to our employees generally, with the Executive Compensation Committee having the exclusive responsibility to determine appropriate payments and awards to our executive officers.

            ANGI's

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    Angi’s executive officer compensation program and policies are designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable ANGIAngi to meet its growth objectives. Our Executive Compensation Committee approved 20172020 annual bonuses in February 20182021 for executive officers.


    We believe that our and IAC'sIAC’s executive officer compensation programs, with their balance of short-term and long-term incentives, reward sustained performance that is aligned with long-term stockholder interests. Accordingly, we believe that the compensation paid to our named executives in 20172020 pursuant to such programs was fair and appropriate and are asking our stockholders to voteFOR the adoption of the following resolution:

      "


    RESOLVED, that the Company'sCompany’s stockholders approve, on an advisory basis, the compensation of the Company'sCompany’s named executives for 2017,2020, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables, and the related narrative."


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


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


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    PROPOSAL 3—ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE

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


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


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


    The Board recommends that the stockholders vote for holding the say on pay vote onceEVERY THREE YEARSat ANGI'sAngi’s Annual Meeting of Stockholders.


    PROPOSAL 4—RATIFICATION OF APPOINTMENT OF

    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    Subject to stockholder ratification, the Audit Committee has appointed Ernst & Young LLP as ANGI'sAngi’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2021.

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    The Audit Committee annually evaluates the performance of Ernst & Young LLP and determines whether to continue to retain such firm or consider the retention of another firm. In appointing Ernst & Young LLP as Angi’s independent registered public accounting firm for 2021, the Audit Committee considered: (i) the firm’s performance as the Company’s independent registered public accounting firm, (ii) the fact that the firm has served as the independent registered public accounting firm for IAC (which included HomeAdvisor (US) and HomeAdvisor International when they were wholly-owned subsidiaries of IAC) for many yearssince 1996 and is considered by management to be well qualified. Ernst & Young LLP also served as the independent registered public accounting firm for Angie'sAngie’s List for many years.

    years, (iii) the firm’s independence with respect to the services to be performed for the Company and (iv) the firm’s strong and considerable qualifications and general reputation for adherence to professional auditing standards.


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


    Ratification of the appointment of ANGI'sAngi’s independent registered public accounting firm requires the affirmative vote of holders of a majority of the voting power of shares of ANGIAngi capital stock present at the Annual Meeting in person or represented by proxy and voting together.


    The Board recommends that our stockholders voteFORratification of the appointment of Ernst & Young LLP as ANGI'sAngi’s independent registered public accounting firm for 2018.2021.


    14


    AUDIT COMMITTEE MATTERS

    Audit Committee Report

    The Audit Committee functions pursuant to a written charter adopted by the Board, the most recent version of which is filed as Appendix A to this proxy statement. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the Board with the monitoring of: (i) the integrity of ANGI'sAngi’s financial statements, (ii) the effectiveness of ANGI'sAngi’s internal control over financial reporting, (iii) the qualifications and independence of ANGI'sAngi’s independent registered public accounting firm, (iv) the performance of ANGI'sAngi’s internal audit function and independent registered public accounting firm, (v) ANGI'sAngi’s risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by ANGIAngi with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that ANGI'sAngi’s financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. Management is responsible for the Company'sCompany’s financial reporting process, including systems of internal control over financial reporting. The independent registered public accountants are responsible for performing an independent audit of the Company'sCompany’s consolidated financial statements and the effectiveness of the Company'sCompany’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board, and to issue a report thereon. The Audit Committee'sCommittee’s responsibility is to engage the independent auditor and otherwise to monitor and oversee these processes.


    In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of ANGIAngi included in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20172020 with ANGI'sAngi’s management and Ernst & Young LLP, ANGI'sAngi’s independent registered public accounting firm.


    The Audit Committee has discussed with Ernst & Young the matters required to be discussed by PCAOB Auditing Standard 1301, "Communications with Audit Committees."the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding Ernst & Young'sYoung’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from ANGIAngi and its management.


    In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of ANGIAngi be included in ANGI'sAngi’s Annual Report on Form 10-K for the year ended December 31, 20172020 for filing with the SEC.


    Members of the Audit Committee

    Alesia J. Haas (Chairperson)
    Thomas R. Evans
    Yilu Zhao


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    Fees Paid to Our Independent Registered Public Accounting Firm

    The following table sets forth fees for all professional services rendered by Ernst & Young to ANGIAngi for the years ended December 31, 20172020 and 2016:

    2019:
     
     2017 2016 

    Audit Fees

     $3,011,000(1)$374,000(2)

    Audit-Related Fees

         

    Total Audit and Audit-Related Fees

     $3,011,000 $374,000 

    Tax Fees

         

    Total Fees

     $3,011,000 $374,000 


    20202019
    Audit Fees$2,155,000 (1)$1,932,000 (2)
    Audit-Related Fees— — 
    Total Audit and Audit-Related Fees$2,155,000 $1,932,000 
    Tax Fees— — 
    Total Fees$2,155,000 $1,932,000 
    image_52.jpg

    (1)
    Audit Fees in 2017 include:2020 include (i) fees for the audit of the HomeAdvisor Business and other services performed in connection with the Combination, including the review of (and in the case of consents, the issuance of) the related registration statement, comment letters and consents, (ii) fees associated with the annual audit of our financial statements and the review of periodic reports, (iii) amounts allocated by IAC to the Company for its share of IAC's consolidated audit fees for IAC's annual audit of financial statements and internal control over financial reporting for periods prior to the Combination in 2017, (iv) statutory audits (audits performed for certain ANGI businesses in various jurisdictions abroad, which audits are required by local law) and (v) accounting consultations.

    (2)
    Audit Fees in 2016 include: (i) amounts allocated by IAC to the Company for its share of IAC's consolidated audit fee for IAC's annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) fees for statutory audits.
    audits (audits performed for certain Angi businesses in various jurisdictions abroad, which audits are required by local law), (iii) fees for services performed in

    15


    connection with the issuance of a comfort letter and other services in connection with a private debt offering, and (iv) fees for accounting consultations.
    (2)Audit Fees in 2019 include (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) fees for statutory audits (audits performed for certain Angi businesses in various jurisdictions abroad, which audits are required by local law), and (iii) fees for accounting consultations.

    Audit and Non-Audit Services Pre-Approval Policy

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


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


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


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    INFORMATION CONCERNING ANGI EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    Background information about current ANGIAngi executive officers who are not director nominees is set forth below. For background information about ANGI'sAngi’s Chief Executive Officer, Christopher Terrill,Oisin Hanrahan and Interim Chief Financial Officer, Glenn H. Schiffman, see the discussion under Information Concerning Director Nominees beginning on page 7.

    6.


    Jeffrey W. Kip, age 50,53, has served as Chief Executive Officer of HomeAdvisor International since April 2016. Prior to serving in this role, Mr. Kip served as Chief Financial Officer of IAC from March 2012 to April 2016. Before joining IAC, Mr. Kip served as Executive Vice President, Chief Financial Officer of Panera Bread Company, a national bakery-cafe concept in the United States and Canada ("Panera"(“Panera”), from May 2006 to March 2012. From November 2003 until May 2006, Mr. Kip served as Panera'sPanera’s Vice President, Finance and Planning and as Vice President, Corporate Development from May 2003 until November 2003. From November 2002 until April 2003, Mr. Kip served as an Associate Director and Director at UBS, an investment banking firm, and from August 1999 until November 2002, Mr. Kip was an Associate at Goldman Sachs, an investment banking firm.

    Allison Lowrie
    Kulesh Shanmugasundaram, , age 40, has served as Chief Marketing Officer of ANGI since September 2017. In her current role, Ms. Lowrie specializes in brand management, customer acquisition, communications and marketing intelligence for the Company's various home services brands. Prior to serving in this role, Ms. Lowrie served as Chief Marketing Officer of HomeAdvisor (US) from March 2015 and prior to that time, in various senior marketing positions at HomeAdvisor (US) from May 2010 to March 2015. Prior to joining HomeAdvisor (US), Ms. Lowrie acted as the Director of Advertising Products at Cars.com from November 2004 to May 2010.

    William B. Ridenourage 45, has served as Chief Technology Officer and Chief Product Officer of ANGIAngi since September 2017. In his current role,March 2021. Previously, Mr. Ridenour manages web and mobile product strategy, product design and development and technology operations forShanmugasundaram served as Senior Vice President, Engineering of Handy, a subsidiary of the Company's various brands in the United States, as well manages the operations of mHelpDesk and CraftJack.Company since March 2016. Prior to servinghis tenure with the Company, he served as Director of Engineering at Amplify Education from 2011 to 2015, where he built products used by millions of students in this role,classes nationwide. Mr. RidenourShanmugasundaram also co-founded Digital Assembly and Vivic Networks that commercialized his research in network security and digital forensics. He holds a Ph.D in Computer Science and a Bachelor of Science in Computer Science from New York University.


    Shannon M. Shaw, age 46, has served as Chief Technology Officer and Chief ProductLegal Officer of HomeAdvisor (US)Angi since March 2019. In her current role, Ms. Shaw oversees all legal and compliance matters across the Company’s various brands and businesses. Before joining the Company, Ms. Shaw served as Chief Counsel, Americas for dormakaba Inc., a global provider of access control and security solutions, where she oversaw the company’s legal operations for North America, Mexico and South America, from November 2011.August 2018 to March 2019. Prior to joining HomeAdvisor (US)her tenure at dormakaba Inc., Mr. Ridenour was the Senior Vice President of eCommerce at Nutrisystem, Inc. from April 2007 through November 2011.

    Craig Smith, age 42, hasMs. Shaw served as President and General Counsel/Chief OperatingLegal Officer of ANGI since Angie’s List from

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    September 2017. In his current role, Mr. Smith oversees the Company's operations, including the sales forces for its principal brands in the United States.2011 to April 2018. Prior to serving in this role, Mr. Smithher tenure at Angie’s List, Ms. Shaw was a labor and employment attorney at the law firm of Barnes & Thornburg, LLP from September 2003 to September 2011, where she litigated on behalf of companies and advised national and local companies on compliance with federal and state labor and employment laws. Ms. Shaw also served as President and Chief Operating Officer of HomeAdvisor (US)Media Relations Coordinator at Clarian Health Partners, a large hospital conglomerate, from July 2000. Prior to joining HomeAdvisor (US), Mr. Smith worked as an investment analyst for the El Pomar Foundation from June 1997 to July 2000.




    COMPENSATION DISCUSSION AND ANALYSIS

    This Compensation Discussion and Analysis (the "CD&A"“CD&A”) provides information regarding our compensation program as it relates to the following persons, whoto whom we refer to in this CD&A as our "named“named executive officers"officers” (the "NEOs"“NEOs”):

      Chris Terrill, Chief Executive Officer; as of December 31, 2020:


    William B. Ridenour, former Chief TechnologyExecutive Officer and Chief Product Officer;(through February 24, 2021);



    Craig Smith, President and Chief Operating Officer;

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      Glenn H. Schiffman, IAC's Executive Vice President andJamie Cohen, former Chief Financial Officer who also serves as our(through December 31, 2020);

    Oisin Hanrahan, former Chief Financial Officer; andProduct Officer, current Chief Executive Officer (effective Feb 24, 2021);



    Allison Lowrie, former Chief Marketing Officer.

    Officer (through February 24, 2021);


    RolesJeffrey W. Kip, Chief Executive Officer of HomeAdvisor International; and Responsibilities

            For the period during 2017 prior to the Combination, Messrs. Terrill, Ridenour, and

    Craig Smith, and Ms. Lowrie (collectively, the "ANGI Executives") were employees of, and received compensation from, HomeAdvisor (US), and Mr. Schiffman was and is an executive officer of, and received compensation from, IAC. During that time, the compensation of the NEOs was determined by IAC. Because the ANGI Executives were not executive officers of IAC in 2017, their compensation was generally determined by IAC's senior management in accordance with the philosophy adopted by the Compensation and Human Resources Committee of IAC's Board of Directors (the "IAC Committee")former Chief Operating Officer (through December 18, 2020). The IAC Committee approved all equity awards and the terms of the employment arrangements for the ANGI Executives in 2017 (described below).

            Following the Combination, we have a Compensation Committee consisting of Mr. Evans, Ms. Haas and Ms. Welch, which has the primary responsibility for establishing our compensation philosophy and programs, and an Executive Compensation Committee (referred to in this CD&A as the "ANGI Committee"), consisting of Mr. Evans and Ms. Haas, two independent directors who have the primary responsibility of determining appropriate payments and awards to our executive officers, other than Mr. Schiffman, with respect to whom the IAC Committee will continue to make such determinations. Pursuant to the Services Agreement, IAC provides us with certain services, including the services of Mr. Schiffman. IAC charges us for Mr. Schiffman's services at cost, based on the time Mr. Schiffman spends providing services to us.

            The Compensation Committee and the ANGI Committee may evolve components of our compensation practices and programs described herein over time, and therefore this report is not necessarily indicative of the practices we will follow going forward.


    Philosophy and Objectives

    Our executive officer compensation program is designed to increase long-term value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable us to meet our growth objectives.


    When establishing compensation packages for a given executive, we have followedfollow a flexible approach, and have mademake decisions based on a host of factors particular to a given executiveexecutive’s situation, including our firsthand experience with the competition for recruiting and retaining executives; negotiation and discussion with the relevant individual; competitive survey data; internal equity considerations; and other factors we deemeddeem relevant at the time.


    Similarly, we havedo not followedfollow an arithmetic approach to establishing ongoing compensation levels and measuring and rewarding short-term and long-term performance, as we believe this approach often fails to adequately take into account the multiple factors that contribute to success at the individual executive officer and business level. In any given period, we may have had multiple objectives, and these objectives, and their relative importance, often change as the competitive and strategic landscape shifts, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, we have and IAC has historically avoided the use of strict formulas in our compensation practices and have relied primarily on a discretionary approach.


    While we consider market data in establishing broad compensation programs and practices and may periodically benchmark the compensation associated with particular executive positions, we do not


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    definitively rely on competitive survey data or any benchmarking information in establishing executive compensation. We make decisions based on a host of factors particular to a given executive'sexecutive’s situation, including those described above and the Company'sCompany’s understanding of the current environment, and believe that over-reliance on survey data, or a benchmarking approach, is too rigid and stale for the dynamic and fast changing marketplace for talent.

            Neithertalent in which we nor IACparticipate.


    Roles and Responsibilities

    We have a Compensation Committee consisting of Mr. Evans, Ms. Haas and Ms. Welch, which has the primary responsibility for establishing our compensation philosophy and programs, and an Executive Compensation Committee (referred to in this CD&A as the “Committee”), consisting of Mr. Evans and Ms. Haas, two independent directors who have the primary responsibility of determining appropriate payments and awards to our NEOs and other executive officers.
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    All compensation decisions referred to throughout this CD&A have been made by the Committee, based (in part) on recommendations from Mr. Levin, the Company’s Chairman and IAC’s Chief Executive Officer, and Mr. Ridenour, the Company’s former Chief Executive Officer. Certain of our executive officers participate in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In early 2021, Messrs. Levin and Ridenour met with the Committee and discussed their views of the Company’s performance, as well as individual executive officer performance for 2020. Thereafter, the Committee member met and discussed these recommendations and ultimately determined the annual bonus amount for each NEO and our other executive officers. In establishing a given executive officer’s compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation arrangements are also reviewed and taken into account. However, we do not believe in any formulaic relationship or targeted allocation between these elements. Instead, each individual executive’s situation is evaluated on a case-by-case basis each year, considering the variety of relevant factors at that time. We do not have an ongoing relationship with any particular compensation consulting firm, though IAC hasalthough the Committee reserves the right to solicit the advice of consulting firms and engage legal counsel. No such consulting firms or legal counsel were engaged by the Committee during 2020.

    In addition, from time to time, retained the servicesCompany may solicit survey or peer compensation data from various consulting firms. In 2020, the Company engaged Compensation Advisory Partners LLC (“CAP”) to provide comparative market data in connection with the Company’s own analysis of consultantsits compensation practices, but neither CAP nor any other compensation consultant had any role in determining or recommending the amount or form of executive compensation for 2020.

    The Company presents its stockholders with the opportunity to cast a triennial advisory vote on specific occasions.

    executive compensation (“say-on-pay”), which reflects the preference expressed by our stockholders in 2018 with respect to the frequency of the say-on-pay vote. At our annual meeting of stockholders held in June 2018, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Committee believes that the vote reflected stockholder support of our approach to executive compensation, and, as such, did not make changes based on the 2018 vote. The Committee will continue to consider the outcome of the say-on-pay vote in this proxy statement when making future compensation decisions for executive officers.


    Compensation Elements

    General
    General

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


    Salary

    General.A new executive officer'sofficer’s starting salary is typically negotiated upon arrival, based on the executive officer'sofficer’s prior compensation history, prior compensation levels for the particular position at the Company, the executive officer'sofficer’s location, salary levels of other executive officers, salary levels available to the individual in alternative opportunities, reference to certain survey information and the extent to which we desire to secure the executive officer'sofficer’s services.


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

    2017. In connection with, and effective upon,2020, the Combination, the IAC Committee increased thedid not change any salaries of the ANGI Executives. In establishing the new salary levels, IAC considered the increased responsibilities of the ANGI Executives and relied upon comparable positions and its general experience recruiting for similar roles.executive officers.


    Annual Bonuses

    General.The annual bonus program is designed to reward performance on an annual basis. Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a significant portion of an executive officer'sofficer’s total compensation, the bonus program provides an important incentive tool to achieve annual objectives. IACSince the
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    Combination, the Company has historically, and ANGI has with respect to 2017, paid annual bonuses shortly after year-end following the finalization of financial results for the prior year.

    The determination of bonus amounts is based on a non-formulaic assessment of factors that vary from year to year and success is measured subjectively. In setting individual annual bonus amounts for executive officers, we consider a variety of factors regarding the Company'sCompany’s overall performance, such as growth in revenue and profitability; achievement of strategic objectives by the Company and its positioning for future growth; an individual'sindividual’s performance and contribution to the Company; and, in the case of NEOs, the bonus amount for each named executive officerNEO relative to other named executive officers.NEOs. No quantified weight has beenis given


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    to any particular consideration. We have engaged in an overall assessment of appropriate bonus levels based on a subjective interpretation of corporate performance.

            Executive


    NEO and other executive officer bonuses tend tomay be highly variable from year-to-year depending on performance of the Company and, in certain circumstances, individual executive officer performance. Accordingly, we believe that our bonus program provides strong incentive to meet the Company'sCompany’s annual goals.

    2017
    2020 Bonuses. In early 2018, Mr. Levin, the Company's Chairman and IAC's Chief Executive Officer, met with the ANGI Committee and discussed his views of corporate and individual performance for each ANGI Executive, and his recommendations for annual bonuses for those executives. Following these discussions, the ANGI Committee approved 2017 annual bonuses in early 2018 for the ANGI Executives. Mr. Schiffman's bonus was determined by the IAC Committee.

    ANGI Executives.In setting bonus levels for 20172020 bonus awards for executive officers, the ANGI Committee considered a variety of factors, including: (i) strong growthleadership in revenue in our HomeAdvisor Business and fornavigating the Company onthrough the market disruptions presented by COVID-19 pandemic; (ii) continued growth of pre-priced bookings offerings, reaching revenue of $162.2 million in 2020; (iii) expansion of mobile payment platform with the launch of a pro forma basis forfinancing payment option; (iv) the Combination, (ii) a successful startcontinued strength of the performance of the Angie’s List business relative to the integration processour expectations; and (iii) strong growth in Marketplace service requests and Marketplace paying service providers. The ANGI Committee also considered(v) the performance of the HomeAdvisor Business relative to certain strategic objectives that had been established for the year and in the context of the Combination.year. In addition, 20172020 achievements were considered, and compared to achievements and bonus levels in prior years. As noted above, in setting individual bonus amounts, there was no weight assigned to any specific factor, and no application of a formulaic calculation.

    Mr. Schiffman.
    In setting the actual 2017 bonus level for Mr. Schiffman, the IAC Committee considered a variety of factors, including: (i) IAC's successful completion of several important strategic initiatives, including the Combination, (ii) IAC's efficient capital management, (iii) IAC's share price appreciation during 2017 and (iv) IAC's revenue and Adjusted EBITDA (as defined in IAC's periodic reports with the SEC) growth. While the factors noted above were the primary ones considered in setting bonus award amounts for Mr. Schiffman, the IAC Committee also considered Mr. Schiffman's role and responsibilities, the relative contributions made by Mr. Schiffman during the year and the relative size of the bonuses paid to the other executive officers of IAC.

    Long-Term Incentives

    General.We believe that providing a meaningful equity stake in our business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with other employment opportunities in a competitive marketplace. In addition, we believe that ownership shapes behavior, and that by providing compensation in the form of equity awards, we align executive officer incentives with stockholder interests in a manner that we believe drives superior performance over time.

            Executives of the HomeAdvisor Business have historically received: (i) equity awards denominated in shares of IAC common stock and (ii) equity awards denominated in shares of HomeAdvisor (US), and (iii) in 2016, equity awards denominated in shares of HomeAdvisor International.


    In setting particular award levels, the predominant objectives have been providing the person with effective retention incentives, appropriate rewards for past performance and incentives for strong future performance. Appropriate levels to meet these goals may vary from year to year, and from individual to individual, based on a variety of factors. The annual corporate performance factors relevant to setting bonus amounts that were discussed above, while taken into account, have generally been less relevant in granting equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument than annual bonuses.

            The IAC For the awards described below, vesting is conditioned upon the NEO’s continued employment through the vesting date, except as noted immediately below or under the Severance section below.


    2020 Equity Awards. In March 2020, the Committee made all determinations regarding grants of equity awards to the named executive officers in 2017, in consultation with IAC senior management. In assessing the appropriate


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    level of awards, IAC took into account historical practices, its view of market compensation generally, the dilutive impact of equity grants across IAC and other relevant factors.

            Prior to the Combination, the equity awards that relate to common stock of HomeAdvisor (US) were settleable in shares of IAC common stock having a value equal to the difference between the exercise price and the fair market value of the common stock of HomeAdvisor (US). Upon completion of the Combination, these awards were converted into awards that are exercisable for shares of ANGI Class A common stock, resulting in a significant non-cash modification charge under generally acceptable accounting principles. As required by the applicable compensation disclosure rules, this charge is reflected in the Summary Compensation Table for each named executive officer whose awards were converted. The modification charge was not taken into account in determining the components or amounts of each named executive officer's compensation, as the ANGI Committee did not view the charge as representative of any additional cost to the Company or any additional benefit provided to the named executives.

    2017 Equity Awards. In February 2017, in connection with IAC's normal course annual compensation practice, IAC granted HomeAdvisor (US) stock appreciation rights to each of Messrs. Terrill, Ridenour and Smith, with an exercise price equal to the fair market value of the common stock of HomeAdvisor (US) on the grant date and vesting in equal annual installments over four years. In addition, IAC granted IAC performance-basedperformance restricted stock units (“PSUs”) and restricted stock units (“RSUs”) to Messrs. Terrill,the NEOs in the amount set forth in the table below:


    Named Executive Officer2020 Equity Grant
    William B. Ridenour(1)
    1,661,742 
    Jamie Cohen147,710 
    Oisin Hanrahan (1)1,107,828 
    Allison Lowrie369,276 
    Jeffrey Kip147,710 
    Craig Smith369,276 
    ______________

    (1)In March 2020, the Committee granted 1,107,828 and 738,552 PSUs to Mr. Ridenour and Smith, cliff vestingMr. Hanrahan, respectively. In December 2020, the Committee modified the PSUs originally granted to Mr. Ridenour and Mr. Hanrahan in March 2020 by (i) eliminating the performance conditions on 75% of each of the prior PSU awards and (ii) modifying the performance conditions for the remaining 25% of the PSUs for each of the prior awards. This modification resulted in 1,661,742 and 1,107,828 time-based RSUs, and 553,914 and 369,276 PSUs being granted to Mr. Ridenour and Mr. Hanrahan,
    19


    respectively. The time-based RSUs shall vest in full on February 2020,15, 2023, subject to meetingcontinued service. The PSUs will vest upon the Company’s achievement of specified levels of marketing spend (overall and through certain revenue and Adjusted EBITDA margin targets for fiscal year 2019. The revenue and Adjusted EBITDA margin targets were subsequently adjusted to reflect new targetschannels) for the Company following the Combination.

            In February 2017, the IAC Committee granted 150,000 IAC stock options to Mr. Schiffman. These options vest 25% a year on the first four anniversariesAngi brand and downloads of the grant date, and have an exercise price equal toAngi brand mobile app at any time during the closing price of IAC common stockperiod commencing on the grant date.

            We believe these awards provide meaningful retention and performance incentives for our executive officers.

    2018 Equity Awards. No ANGI Executive received an equity award from the Company or IAC in 2018, as the ANGI Committee considered outstanding equity awards currently held by each ANGI Executive and the amount realizable from those awards based on then-current stock prices.

            In March 2018, the IAC Committee granted 80,000 IAC stock options to Mr. Schiffman with an exercise price equal to the closing price of IAC common stock on the grant date and which will vest 50% on each of February 15,January 1, 2021 and February 15, 2022; provided that the vesting of 50% of these options is also subject to the requirement that the closing price per share of IAC's common stock during any 20 consecutive days while the award is outstanding equals or exceeds $200 per share. In addition, following vesting, these options shall only be exercisable after February 15, 2022.

    Employment Agreements

            The Company entered into employment agreements, each of which became effective on September 29, 2017 (the closing date for the Combination), with each of Messrs. Terrill, Ridenour and Smith and Ms. Lowrie. These employment agreements have a scheduled term ending on the third anniversary of the closing of the Combination for Mr. Terrill, and on December 31, 2019 for each other ANGI Executive, and provide for automatic renewals for successive one-year terms absent written notice from the Company or the applicable ANGI Executive 90 days prior to the expiration of the then-current term.

            These employment agreements provide that the ANGI Executive will be eligible to receive an annual base salary (currently $600,000 in the case of Mr. Terrill, $400,000 in the case of


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    Messrs. Ridenour and Smith, and $300,000 in the case of Ms. Lowrie), discretionary annual cash bonuses and such other employee benefits as may be determined by the Company from time to time.

            Upon certain involuntary terminations of employment and2022, subject to his or her execution and non-revocation of a release and compliance with customary post-termination covenants: (i) the Company will continue to pay the executive officer his or her annual base salary for one (1) year following such termination, (ii) all ANGI and IAC equity awards (including any cliff vesting awards, which will be pro-rated as though such awards had an annual vesting schedule) held by ANGI Executives oncontinued service through the date of such termination that would have otherwise vested during the one (1) year period following such termination will vest as of the date of such termination (subject,on which these performance criteria are achieved, and in theno case of performance-based awards, to the satisfaction of the applicable performance conditions) and (iii) in the case of Mr. Terrill, any then vested ANGI stock appreciation rights and IAC stock options held by him on the date of such termination will remain exercisable through the earlier of: (A) the scheduled expiration date of such awards and (B) eighteen (18) months following Mr. Terrill's termination of employment.

            Pursuant to these employment agreements, each ANGI Executive is bound by a covenant not to compete with our businesses during the term of his or her employment and for twelve (12) months thereafter, and a covenant not to solicit our employees or business partners during the term of his or her employment and for twelve (12) months (eighteen (18) months in the case of Mr. Terrill) after such a termination. In addition, each ANGI Executive has agreed not to use or disclose any confidential information regarding the Company and/or its affiliates.

            In addition: (i) each of Messrs. Terrill and Ridenour have agreed not to exerciseshall more than 50%the base number of his ANGI stock appreciation rights granted on February 11, 2015 in any calendar yearPSUs be earned and (ii) each of Messrs. Terrill, Ridenour and Smith have agreed not to exercise his ANGI stock appreciation rights granted on February 14, 2017 before January 1, 2020 (and not to exercise more than 33% of such awards before December 31, 2020). Upon the termination of his employment prior to the lapse of any of these restrictions, the Company shall waive such restrictions. In addition, in the case of a resignation without good reason, the Company may waive such restrictions at its election to allow such executive to exercise the awards during the 90-day period following such termination.

            In addition, under the employment agreements, each of Messrs. Terrill, Ridenour and Smith and Ms. Lowrie have agreed not to sell, transfer or otherwise dispose of shares of ANGI Class A common stock acquired upon exercise or settlement of ANGI equity awards prior to December 31, 2019.

    vested.


    Change of Control

            Our equity

    Equity awards for seniorNEOs and certain other executive officers generally include a so-called "double-trigger"“double-trigger” change of control provision, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control only when an award holder suffers an involuntary termination of employment during the two (2) year period following such change of control. We believe that providing for the acceleration of the vesting of equity awards after an involuntary terminationin these circumstances will assist in the retention of our executive officers through a change of control transaction. For purposes of this discussion and the discussion below under the Severance caption, where we use the term "involuntary termination" to mean“involuntary termination” means both a termination by the Company without "cause"“cause” and a resignation by the executive for "good reason"“good reason” or similar construct.


    Severance
    We generally provide our NEOs and certain other executive officers with some amount of salary continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. Because we tend to promote our executive officers from within, after competence and commitment have generally been established, we believe that the likelihood of the vesting of equity awards being accelerated is typically low, and yet we believe that throughby providing this benefit we increase the retentive effect of our equity program, which serves as our most important retention incentive. The Company generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from the Company.


    Other Compensation

    Under limited circumstances, certain of our NEOs have received non-cash and non-equity compensatory benefits. IncludedThese benefits are included as other compensation in the Summary Compensation Table below are tax gross-ups for Mr. Terrill, relating to the payment of certain health benefits with post-tax dollars,on page 21. Our NEOs and Mr. Smith, relating to his travel with the winners of the Company's annual sales force contest. In addition, included as compensation for Mr. Schiffman are income imputed to Mr. Schiffman for personal use of aircraft in which IAC has purchased a fractional ownership interest and relocation costs and related tax-gross-ups relating to the payment of certain relocation costs incurred by him when moving to New York to become Chief Financial Officer of IAC. Though the applicable compensation disclosure rules require disclosure of the tax gross-ups as compensation, they were not taken into account in determining the other components of the compensation for these executives. The executive officers do not participate in any deferred compensation or retirement program other than IAC'sIAC’s 401(k) plan.


    Tax Deductibility

            Following the Combination, our executive officers' compensation became subject to the limitations on deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended ("Section 162(m)"). As a result, certain compensatory arrangements established prior to the Combination that were, or will be, paid following the completion of the Combination may not result in deductible compensation for the Company. The exemption from Section 162(m)'s deduction limit for performance-based compensation has been repealed, effective

    Effective for taxable years beginning after December 31, 2017, such that compensation paid to our executive officers in excess of $1 million paid to Angi’s current NEOs, including its Chief Financial Officer, and certain former named executive officers, will not be deductible unless it qualifies for limited transition relief applicable to certain arrangements in place as of November 2, 2017. There can be no assurance that certain compensation arrangements established prior to that date will be fully deductible because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)'s exemption from the deduction limit. In addition, the ANGI2017 (“Grandfathered Arrangements”). The Committee reserves the right to modify Grandfathered Arrangements in a manner that results in the loss of a compensation that was initially intended to be exempt from Section 162(m)deduction if it determines that such modifications are consistent with the Company'sAngi’s best interests.


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    COMPENSATION COMMITTEE REPORT

    The Executive Compensation and Compensation Committees have reviewed the Compensation Discussion and Analysis and discussed it with Company management. In reliance on this review and the discussions referred to above, such committees have recommended to the Board that the Compensation Discussion and Analysis be included in ANGI's 2017Angi’s 2020 Annual Report on Form 10-K and this proxy statement.


    Members of the Executive Compensation Committee

    Thomas R. Evans (Chairperson)
    Alesia J. Haas


    Members of the Compensation Committee

    Thomas R. Evans (Chairperson)
    Alesia J. Haas
    Suzy Welch

    20







    COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The Company has an Executive Compensation Committee, which during 20172020 was comprised of Mr. Evans and Ms. Haas, and a Compensation Committee, which during 20172020 was comprised of Mr. Evans and Mses. Haas and Welch. No member of these committees has been an officer or employee of ANGIAngi or IAC at any time during his or her respective service on the committee(s).


    EXECUTIVE COMPENSATION

    Overview

    Overview

    This Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our named executives in 2017,2020, as well as ANGI and IACAngi equity awards madegranted to our named executives in 2017, ANGI and IAC2020, Angi equity awards held by our named executives on December 31, 20172020 and the dollar value realized by our named executives upon the exercise and/or vesting of ANGIAngi and IAC equity awards during 2017.2020. Unless otherwise indicated, equity awards in the tables below are denominated in shares of ANGIAngi Class A common stock.


    Summary Compensation Table

    Name and Principal Position
     Year Salary
    ($)
     Bonus
    ($)
     Stock
    Awards
    ($)(1)
     Option
    Awards
    ($)(2)
     All Other
    Compensation
    ($)(3)
     Total
    ($)
     

    Christopher Terrill

      2017 $446,923 $300,000 $3,800,000 $64,223,822 $27,002 $68,797,747 

    Chief Executive Officer

      2016 $400,000 $900,000    695,237 $7,950 $2,003,186 

    Glenn H. Schiffman(4)

      
    2017
     
    $

    600,000
     
    $

    2,500,000
      
     
    $

    3,831,000
     
    $

    46,059
     
    $

    6,977,059
     

    Chief Financial Officer

      2016 $420,000 $1,750,000   $2,942,000 $225,586 $5,337,586 

    William B. Ridenour

      
    2017
     
    $

    323,462
     
    $

    200,000
     
    $

    3,040,000
     
    $

    57,071,672
     
    $

    23,650
     
    $

    60,658,784
     

    Chief Technology Officer and Chief Product Officer

      2016 $300,000 $600,000   $587,656 $7,950 $1,495,606 

    Craig Smith

      
    2017
     
    $

    323,462
     
    $

    200,000
     
    $

    3,040,000
     
    $

    44,315,733
     
    $

    30,016
     
    $

    47,909,211
     

    President & Chief Operating Officer

      2016 $300,000 $500,000   $1,277,946 $7,950 $2,085,896 

    Allison Lowrie

      
    2017
     
    $

    261,731
     
    $

    300,000
      
     
    $

    13,886,703
     
    $

    23,650
     
    $

    14,472,084
     

    Chief Marketing Officer

      2016 $250,000 $375,000   $1,331,380 $7,950 $1,964,330 


    Stock AwardsAll Other Compensation
    Name and Principal PositionYearSalary ($)Bonus ($)($)(1)($)(2)Total ($)
    William B. Ridenour2020$600,000 $700,000 $10,603,072 $8,250 $11,911,322 
    Former Chief Executive Officer2019$600,000 $400,000 $— $8,400 $1,008,400 
    2018$424,615 $360,000 $14,999,996 $8,250 $15,792,861 
    Jamie Cohen2020$350,000 $300,000 $754,798 $6,865 $1,411,663 
    Former Chief Financial Officer2019$339,230 $175,000 $2,999,984 $8,400 $3,522,614 
    (effective March 12, 2019)(3)$— 
    Oisin Hanrahan2020$340,577 $500,000 $7,068,714 $8,250 $7,917,541 
    Former Chief Product Officer2019$325,625 $500,000 $7,890,399 $— $8,716,024 
    (effective June 26, 2019)(4)$— 
    Allison Lowrie2020$400,000 $400,000 $1,887,000 $8,250 $2,695,250 
    Former Chief Marketing Officer2019$400,000 $300,000 $3,999,990 $8,400 $4,708,390 
    2018$358,077 $240,000 $8,250 $606,327 
    Jeffrey W. Kip2020$597,115 $250,000 $754,798 $10,000 $1,611,913 
    Chief Executive Officer, HomeAdvisor International2019$575,000 $250,000 $— $8,400 $833,400 
    2018$575,000 $250,000 $— $8,250 $833,250 
    Craig Smith2020$500,000 $350,000 $1,887,000 $50,592 $2,787,592 
    Former President and Chief Operating Officer2019$500,000 $350,000 $— $8,250 $858,250 
    2018$411,923 $300,000 $7,999,997 $10,632 $8,722,552 
    image_52.jpg

    (1)
    Represents the dollargrant date fair value of performance-based IAC RSU awards,Angi RSUs and/or PSUs, as applicable, calculated by multiplying the number of IACAngi RSUs or PSUs granted (assumes that 100% of these awards will vest) by the fair market value per share of IACAngi Class A common stock, on the grant date. date, except for awards granted to Messrs, Ridenour and Hanrahan in 2020.

    21


    For additional details regardingMr. Ridenour, represents the aggregate grant date fair value of Angi RSU and PSU awards granted to him in 2020:
    (i)$10,603,072, representing the aggregate grant date fair value of the PSUs granted in March 2020 and the incremental fair value of the modification of these awards see footnotes 1 and 6in December 2020. The resulting 1,661,742 Angi RSUs, the vesting of which is subject to continued service, calculated by multiplying the Grantsnumber of Plan-Based Awards in 2017 table on page 29.

    (2)
    For 2017,Angi RSUs granted by the amounts in the table above for all named executives, other than Mr. Schiffman, include a significant non-cash modification charge under generally accepted accounting principles relating to the conversionfair market value per share of stock appreciation rights denominated in the equity of HomeAdvisor (US) ("HomeAdvisor SARs") issued prior to September 29, 2017 into stock appreciation rights settleable in shares of ANGIAngi Class A common stock ("ANGI SARs") in connection withon the Combination. The Company does not view these modification charges as representativedate, and 553,914 PSUs, the vesting of any additional actual costwhich is subject to continued service and the satisfaction of certain performance conditions, calculated by multiplying the number of Angi PSUs granted by the fair market value per share of Angi Class A common stock on the modification date based on the probable outcome of the performance conditions on the grant date (at which time the Company or any additional benefit provided toassumed that 100% of the relevant named executives. In addition,award would vest).

    For Mr. Hanrahan, represents the amounts in the table also reflect theaggregate grant date fair value using the Black Scholes option pricing model of: (i) HomeAdvisor SARsof Angi RSU and PSU awards granted to Messrs. Terrill, Ridenour and Smith, and (ii) IAC stock options granted to Mr. Schiffman. A breakdown ofhim in 2020:

    (i)$7,068,714, representing the total amounts for 2017 in the table above for each named executive is as follows:
    Name
     Modification
    Charge for
    Awards
    Granted
    Prior to
    the Combination
     Grant Date
    Fair Value of
    Awards Granted
    in 2017
     Total 

    Christopher Terrill

     $55,684,987 $8,538,835 $64,223,822 

    Glenn H. Schiffman

       $3,831,000 $3,831,000 

    William B. Ridenour

     $44,263,423 $12,808,249 $57,071,672 

    Craig Smith

     $31,507,484 $12,808,249 $44,315,733 

    Allison Lowrie

     $13,886,703   $13,886,703 

    For additional details regarding ANGI SARs (which were HomeAdvisor SARs on the grant date) and IAC stock options granted in 2017, see the Grants of Plan-Based Awards in 2017 table on page 29, and for the assumptions used to calculate the grant date fair values of such awards, see footnotes 5 and 8 thereto, respectively.


    For 2016, the amounts in the table above represent theaggregate grant date fair value usingof the Black Scholes option pricing model of: (i) HomeAdvisor SARsPSUs granted in March 19, 2020 and the incremental fair value of the modification of these awards in December 2, 2020. The resulting 1,107,828 Angi RSUs, the vesting of which is subject to Messrs. Terrill, Ridenourcontinued service, calculated by multiplying the number of Angi RSUs granted by the fair market value per share of Angi Class A common stock on the modification date, and Smith369,276 PSUs, the vesting of which is subject to continued service and Ms. Lowrie, and (ii) IACthe satisfaction of certain performance conditions, calculated by multiplying the number of Angi PSUs granted by the fair market value per share of Angi Class A common stock options granted to Mr. Schiffman.
    on the modification date based on the probable outcome of the performance conditions on the grant date (at which time the Company assumed that 100% of the award would vest).

    (3)
    (2)Additional information regarding all other compensation amounts for each named executive in 20172020 is as follows:
     
     Christopher
    Terrill
     Glenn H.
    Schiffman
     William B.
    Ridenour
     Craig
    Smith
     Allison
    Lowrie
     

    Personal use of IAC aircraft(a)

       $30,943       

    Value of perquisite given to attendees of IAC planning meetings

     $15,550   $15,550 $15,550 $15,550 

    401(k) plan Company match

     $8,100 $8,100 $8,100 $8,100 $8,100 

    Relocation costs and related tax reimbursements(b)

       $7,016       

    Miscellaneous(c)

     $3,352     $6,366   

     $27,002 $46,059 $23,650 $30,016 $23,650 


    William B. RidenourJamie CohenOisin HanrahanAllison LowrieJeffrey KipCraig Smith (a)
    COBRA payment$— $— $— $— $— $42,342 
    401(k) plan Company match$8,250 $6,865 $8,250 $8,250 $10,000 $8,250 
    $8,250 $6,865 $8,250 $8,250 $10,000 $50,592 

    image_52.jpg

    (a)
    Reflects a payment to Craig Smith to cover COBRA premiums which he was entitled to (or eligible for) in relation to his termination from the incremental cost for Mr. Schiffman's personal use of aircraftCompany in which IAC has purchased a fractional ownership interest. We calculate the incremental cost for personal use of our aircraft based on the average variable operating costsDecember 2020.

    (3)Prior to us. The variable costs are calculated by multiplying the hours flown for personal use by the hourly flight and fuel charges, plus airport arrival or departure fees, if applicable, and do not include monthly management fees for such aircraft.

    (b)
    Reflects $3,454 paid to or on behalf of Mr. Schiffman for certain costs related to the relocation of him and his family to the New York City metropolitan area in 2016 and $3,562 in related tax reimbursements on income imputed to Mr. Schiffman for these costs.

    (c)
    In the case of Mr. Terrill, reflects tax reimbursements for costs related to the provision of certain IAC-sponsored health benefits to certain members of his household. In the case of Mr. Smith, reflects $3,400her appointment as reimbursement for certain costs for attending a Company-sponsored sales contest trip and $2,966 in related tax reimbursements on income imputed to Mr. Smith for these costs.
    (4)
    Mr. Schiffman was appointed Executive Vice President and Chief Financial Officer of IAC in April 2016 and Chief Financial Officer of ANGI in September 2017. Information presented for Mr. Schiffman in the table above reflects compensation payable to him by IAC in his capacityAngi, Ms. Cohen served as Executive Vice President of Finance and Accounting of Angi (from September 2017 to March 12, 2019) and in the same role for the Company’s HomeAdvisor business since January 2017. Ms. Cohen resigned as Chief Financial Officer of IAC. In 2016 and prior to the Combination in 2017, none of Mr. Schiffman's IAC compensation was allocated to HomeAdvisor (US). For the period commencing on September 29, 2017 through December 31, 2017, $240,6252020.

    (4)Prior to his appointment as Chief Product Officer of Angi, Mr. Schiffman's IAC compensationHanrahan served as Chief Executive Officer of the Company’s Handy business (from 2012) and continued to serve in this capacity. Mr. Hanrahan was allocated toappointed Chief Executive Officer of the Company for his services as our Chief Financial Officer pursuant to the Services Agreement. As described in the CD&A on page 20, Mr. Schiffman's compensation is determined by the IAC Compensation and Human Resources Committee.effective February 24, 2021.


    Grants of Plan-Based Awards in 20172020

    The table below provides information regarding all ANGI SARs (which were HomeAdvisor SARs on the grant date) and IAC RSUs and IAC stock optionsAngi equity awards granted to our named executives in 2017.

    2020.

     
      
     Estimated Future Payouts
    Under Equity Incentive
    Plan Awards(1)
     All Other Option
    Awards: Number
    of Securities
    Underlying
    Options
    (#)(2)
      
      
     
     
      
     Exercise or
    Base Price
    of Option
    Awards
    ($/Sh)(3)
     Grant Date
    Fair Value
    of Stock and
    Option Awards
    ($)
     
    Name
     Grant Date Threshold
    (#)
     Target
    (#)
     Maximum
    (#)
     

    Christopher Terrill

      2/14/17        3,716,300(4)$4.53 $8,538,833(5)

      2/14/17  0  50,000  50,000     $3,800,000(6)

    Glenn H. Schiffman

      2/14/17        150,000(7)$76.00 $3,831,000(8)

    William B. Ridenour

      2/14/17        5,574,450(4)$4.53 $12,808,249(5)

      2/14/17  0  40,000  40,000     $3,040,000(6)

    Craig Smith

      2/14/17        5,574,450(4)$4.53 $12,808,249(5)

      2/14/17  0  40,000  40,000     $3,040,000(6)

    Allison Lowrie

                   
    22


    Estimated Future Payouts Under
    Equity Incentive Plan Awards
    All Other
    Stock
    Awards:
    Number of
    Shares of
    Stock or
    Units (#)
    Grant Date Fair
    Value of Stock
    and Option
    Awards ($)
    NameGrant DateThreshold (#)Target (#)Maximum (#)
    William B. Ridenour12/2/2020(1)— (1)553,914 (1)553,914 (1)1,661,742 $10,603,072 (2)
    Jamie Cohen3/19/2020(3)— — — 147,710 $754,798 (5)
    Oisin Hanrahan12/2/2020(1)— (1)369,276 (1)369,276 (1)1,107,828 $7,068,714 (2)
    Allison Lowrie3/19/2020(3)— — — 369,276 $1,887,000 (5)
    Jeffrey W. Kip3/19/2020(4)— — — 147,710 $754,798 (5)
    Craig Smith3/19/2020(3)— — — 369,276 $1,887,000 (5)
    image_52.jpg

    (1)
    Reflects performance-based IAC RSU awardsRepresents Angi RSUs that vest in one lump sum installment on February 14, 2020,15, 2023, subject to continued service, and Angi PSUs that vest in one lump sum installment, subject to continued service and the achievementsatisfaction of specified levels of revenue and EBITDA margin by certain ofa performance conditions tied to the Company's domestic businesses for the fiscal year ended December 31, 2019. These RSU awards are reflected in the table above as Estimated Future Payouts Under Equity Incentive Plan Awards in accordance with applicable SEC rules. Given that the number of shares of IAC common stock underlying these awards that will ultimately vest (if any) is performance driven, 100% of these awards are at risk.


    The terms of these awards provide that if the specified levels of revenue and EBITDA margin are not met, none of the award will vest, and if the specified levels of revenue and EBITDA margin are met or exceeded, 100% of the award will vest. As a result, the number of IAC RSUs that appears in the "Threshold" column is zero and the number of IAC RSUs that appears in the "Target" and "Maximum" columns represent 100% of these awards.

    (2)
    Company’s successful rebranding to Angi.
    The number that appears in the table above represents“Threshold” column is zero because the numberterms of shares of: (i) ANGI Class A common stock underlying ANGI SARs (which were HomeAdvisor SARs onthis PSU award provide that if the grant date)minimum level of the performance condition is not achieved, then none of the award will vest. The “Target” amount for Messrs. Terrill, Ridenour and Smith and (ii) IAC common stock underlying IAC stock option for Mr. Schiffman, in all cases, granted in February 2017. Share numbers for ANGI SARsthis award provided in the table above reflect adjustments made to HomeAdvisor SARs in connection withis representative of the Combination.

    (3)
    base number of PSUs that can be earned. The amountsnumber that appears in the table above reflect: (i)“Maximum” column is the same as the “Target” shares as in no case shall more than the casebase number of ANGI SARs (which were HomeAdvisor SARsPSUs be earned and vested.
    (2)Represents the grant date fair value of the RSU and PSU modified awards granted December 2, 2020.
    (3)Represents Angi RSUs that vest in one lump sum installment on the third anniversary of the grant date),date, subject to continued service.
    (4)Represents Angi RSUs that vest in equal annual installments on the first four anniversaries of the grant date, subject to continued service.
    (5)Represents the grant date fair value of Angi RSU awards, calculated by multiplying the number of Angi RSUs granted by the fair market value per share of HomeAdvisor (US)Angi Class A common stock on the grant date,date.


    Outstanding Equity Awards at 2020 Fiscal Year-End

    The table below provides information regarding Angi SARs, PSUs and RSUs and IAC stock options, as adjustedapplicable, held by our named executives on December 31, 2020. The market value of all Angi RSU awards is based on the closing price of $13.20 of Angi Class A common stock on December 31, 2020.

    23


    Option Awards(1)Stock Awards(1)
    NameNumber of securities underlying unexercised options (#)Number of securities underlying unexercised options (#)Option exercise price ($)Option expiration dateNumber of shares or units of stock that have
    not vested
    Market value of shares or units of stock that have not vested ($)
    (Excercisable)(Unexercisable)
    William B. Ridenour(2)
    Angi SARs368,792(3)$0.98 2/11/2025$— 
    Angi SARs4,180,837(4)1,393,613(4)$4.53 2/14/2027$— 
    Angi RSUs$— 838,457(5)$11,067,632 
    Angi RSUs$— 1,661,742(6)$21,934,994 
    Angi RSUs$— 553,914(7)$7,311,665 
    Jamie Cohen
    Angi SARs171,848(4)139,362(4)$4.53 2/14/2027$— 
    Angi RSUs$— 175,849(8)$2,321,207 
    Angi RSUs$— 147,710(9)$1,949,772 
    Oisin Hanrahan
    Angi RSUs$— 2,298,774(10)$30,343,817 
      Angi RSUs$— 369,276(7)$4,874,443 
    Allison Lowrie
    Angi SARs986,520$2.66 2/10/26$— 
    Angi RSUs$— 234,466(11)$3,094,951 
    Angi RSUs$— 369,276(9)$4,874,443 
    Jeffrey W. Kip
    Angi RSUs$— 147,710(12)$1,949,772 
    IAC stock options5,000(13)$65.22 12/1/2026$— 
    Craig Smith
    Angi SARs696,807(4)$4.53 2/14/2027$— 
    IAC stock options5,000(13)$65.22 12/1/2026$— 
    image_52.jpg

    (1)For information on the treatment of Angi and IAC equity awards upon certain terminations of employment (including during specified periods following a change in connection withcontrol of Angi and IAC), see the Combination,discussion under Estimated Potential Payments Upon Termination or Change in Control beginning on page 26.
    (2)The table above excludes 7,500 stock appreciation rights denominated in shares of common stock of HomeAdvisor International (the “HAI SARs”) held by Mr. Ridenour, which have an exercise price of $28.89 per share and (ii)vested in equal installments (25%) on April 1, 2017, 2018, 2019 and 2020, subject to continued service.
    (3)Represents Angi SARs that vested in equal installments (25%) on each of February 11, 2016, 2017, 2018 and 2019 (or in the case of IAC stock options, the fair market value per share of IAC common stock on the grant date.

    Ms. Cohen only, June 1, 2016, 2017, 2018 and 2019), subject to continued service.
    (4)
    Represents ANGIAngi SARs that vestvested in equal installments (25%) on each of February 14, 2018, 2019, 2020 and 2021, subject to continued service. This award is not exercisable prior to January 1, 2020 and no more than one-third of this award may be exercised prior to December 31, 2020; provided, however, that the Company is required to waive these restrictions upon certain terminations of employment and may waive such restrictions for any reason in its discretion.

    Table of Contents

    (5)
    Represents the grant date fair value of ANGI SARs (which were HomeAdvisor SARs on the grant date) determined by using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions, including expected stock price volatility, risk-free interest rates, expected term and dividend yield.


    The assumptions used to calculate the amountsshares in the table above for theseMr. Smith represent shares that vested upon his departure from the Company on December 19, 2020.
    (5)Represents Angi RSUs, 419,228 and 419,229 of which would have vested on November 8, 2021 and 2022, respectively, subject to continued service. These awards are as follows: an expected volatility rate of 51.57% (basedwere forfeited and canceled upon Mr. Ridenour’s departure from the Company on historical stock price volatilities of a group of HomeAdvisor (US) peer companies), a risk-free interest rate of 2.132% (basedFebruary 24, 2021.
    (6)Represents Angi RSUs that would have vested in one lump sum installment on U.S. Treasuries with terms comparableFebruary 15, 2023, subject to those ofcontinued service. These awards were forfeited and canceled upon Mr. Ridenour’s departure from the awards), an expected term of 6.04 years (basedCompany on the midpoint of the first and last windows for exercise at the time of grant) and no dividends.


    The amounts in the table above exclude incremental expense associated with the modification of these awards in connection with the Combination.

    (6)
    February 24, 2021.
    (7)Represents the dollar value of performance-based IAC RSU awards, calculated by multiplying the number of IACAngi RSUs granted (assumes that 100% of these awards will vest) by the fair market value per share of IAC common stock on the grant date.

    (7)
    Represents IAC stock options that vest in four equal installmentsone lump sum installment upon the achievement of specified levels of marketing spend (overall and through certain channels) for the Angi brand and downloads of the Angi brand mobile app at any time during the period commencing on (25%)January 1, 20212 and ending on each of February 14, 2018, 2019, 2020 and 2021,December 31, 2022, subject to continued service.service
    24



    (8)
    Reflects
    through the grant date fair value of IAC stock options determined by using the Black-Scholes option pricing model.on which these performance criteria are achieved. The assumptions used to calculate the amounts553,914 shares in the table above for this award are as follows: an expected volatility rate of 29.71% (basedMr. Ridenour were forfeited and canceled upon his departure from the Company on the historical volatility of IAC common stock), a risk-free interest rate of 2.166% (based on U.S. Treasuries with terms comparableFebruary 24, 2021.

    (8)Represents Angi RSUs that were scheduled to those of the awards), an expected term of 6.16 years (based on the historical exercise behavior of IAC employees) and no dividends.

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    Outstanding Equity Awards at 2017 Fiscal Year-End

            The table below provides information regarding ANGI SARs and IAC stock options and RSUs, as applicable, held by our named executives on December 31, 2017.

     
     Option Awards(1) Stock Awards(1)(2) 
    Name
     Number of
    securities
    underlying
    unexercised
    options (#)
     Number of
    securities
    underlying
    unexercised
    options (#)
     Option
    exercise
    price
    ($)
     Option
    expiration
    date
     Number of
    shares or
    units of
    stock that
    have not vested
     Market value of
    shares or units
    of stock that
    have not
    vested ($)
     
     
     (Exercisable)
     (Unexercisable)
      
      
      
      
     

    Christopher Terrill(3)

                       

    ANGI SARs

      3,716,300(4)  $0.74  4/2/20     

    ANGI SARs

      1,858,150(5) 1,858,150(5)$0.98  2/11/25     

    ANGI SARs

        3,716,000(6)$4.53  2/14/27     

    IAC stock options

        37,500(7)$45.22  2/22/26     

    IAC stock options

        5,000(8)$65.22  12/1/26     

    IAC RSUs

              50,000 $6,114,000 

    Glenn H. Schiffman

                       

    IAC stock options

      50,000(9) 150,000(9)$45.78  4/7/26     

    IAC stock options

        150,000(10)$76.00  2/14/27     

    William B. Ridenour(3)

                       

    ANGI SARs

      1,858,150(5) 1,858,150(5)$0.98  2/11/25     

    ANGI SARs

        5,574,450(6)$4.53  2/14/27     

    IAC stock options

      10,000(7) 30,000(7)$45.22  2/22/26     

    IAC stock options

        5,000(8)$65.22  12/1/26     

    IAC RSUs

              40,000 $4,891,200 

    Craig Smith(3)

                       

    ANGI SARs

      325,176(11) 975,529(11)$2.66  2/10/26     

    ANGI SARs

        5,574,450(6)$4.53  2/14/27     

    IAC stock options

      9,001   $45.19  6/20/22     

    IAC stock options

        5,000(8)$65.22  12/1/26     

    IAC RSUs

              40,000 $4,891,200 

    Allison Lowrie

                       

    ANGI SARs

      185,815   $0.74  4/2/20     

    ANGI SARs

      464,537(5) 464,538(5)$0.98  2/11/25     

    ANGI SARs

      371,630(11) 1,114,890(11)$2.66  2/10/26     

    IAC stock options

        5,000(8)$65.22  12/1/26     

    (1)
    For information on the treatment of ANGI SARs and IAC equity awards upon a termination of employment (including certain terminations during specified periods following a change in control of ANGI or IAC), see the discussion under Estimated Potential Payments Upon Termination or Change in Control beginning on page 33.

    (2)
    The market value of these performance-based IAC RSU awards is based on the closing price of IAC common stock ($122.28) on December 29, 2017. These IAC RSUs vest in one lump sum installment on February 14, 2020,11, 2022, subject to continued service. These shares were vested as of March 1, 2021 upon Ms. Cohen’s departure from the Company.
    (9)Represents RSUs that were scheduled to vest in one lump sum installment on February 15, 2023, subject to continued service. A portion of the shares in the table above for Ms. Cohen and Ms. Lowrie were accelerated and vested upon their departures from the Company. For Ms. Cohen, 98,473 shares were vested as of March 1, 2021 upon her departure from the Company, and Ms. Lowrie, 246,184 shares were vested as of April 1, 2021 upon her departure from the Company. The remaining outstanding shares for both Ms. Cohen and Ms. Lowrie were forfeited and canceled.
    (10)Represents: (i) 169,588 Angi RSUs that vested/vest in six equal bi-annual installments commencing on April 19, 2019 and ending on October 19, 2021, subject to continued service; (ii) 113,895 Angi RSUs that will vest in one lump sum installment on the third anniversary of the grant date (June 26, 2019), subject to continued service; (iii) 113,895 Angi RSUs that vest in one lump sum installment on the third anniversary of the grant date (June 26, 2019), subject to continued service and the achievementsatisfaction of specified levels ofa performance condition tied to the Company’s average annual revenue and EBITDA margin by certaingrowth rate over the three year term of the Company's domestic businessesaward and if an annual revenue growth target is met for any of the fiscaltwelve month measurement periods over the three year ended December 31, 2019.

    (3)
    The table above excludes 7,500, 7,500 and 10,000 stock appreciation rights denominated in sharesterm of common stockthe award, one-third of HomeAdvisor International held by Messrs. Terrill, Ridenour and Smith,

    Tablethe award shall vest at the end of Contents

      respectively. These awards have an exercise price of $28.89 per share andsuch twelve month period; (iv) 793,568 Angi RSUs that vested/vest in equalfive bi-annual installments (25%)commencing on April 1, 2017, 2018,October 19, 2019 and 2020,ending on October 19, 2021, subject to continued service.

    (4)
    This award is fully vested, but not exercisable priorservice and with the actual number of RSUs vesting on any vesting date to January 1, 2019 and no more than 50%be determined based on a comparison of the total award is exercisable prior to January 1, 2020. These restrictions may be waived bymarket price of the Company for any reason in its discretion. Pursuant to his employment agreement, Mr. Terrill has agreed not to sell, transfer or otherwise dispose of any shares of ANGICompany’s Class A common stock acquiredon each vesting date to the Company’s stock price on the date on which the Company completed the acquisition of Handy; (v) 1,107,828 Angi RSUs that vest in one lump sum installment on February 15, 2023, subject to continued service.
    (11)Represents Angi RSUs, 117,233, 58,616 and 58,617 of which vested/vest on February 11, 2021, 2022 and 2023, respectively, subject to continued service. The 58,616 shares scheduled to vest on February 11, 2022 were vested on April 1, 2021 upon Ms. Lowrie’s departure from the exercise or settlement of ANGI SARs prior to December 31, 2019.

    (5)
    Company, and the remaining outstanding shares were forfeited and canceled.
    (12)Represents ANGI SARsAngi RSUs that vested/vest in equal installments (25%) on each of February 11, 2016, 2017, 201815, 2021, 2022, 2023 and 2019,2024, subject to continued service. For Messrs. Terrill and Ridenour, no more than 50% of this total award is exercisable in any calendar year; provided, however, that the Company is required to waive this restriction upon certain terminations of employment and may waive such restrictions for any reason in its discretion. Pursuant to their employment agreements, each of Messrs. Terrill and Ridenour and Ms. Lowrie has agreed not to sell, transfer or otherwise dispose of any shares of ANGI Class A common stock acquired upon the exercise or settlement of ANGI SARs prior to December 31, 2019.

    (6)
    Represents ANGI SARs that vested/vest in equal installments (25%) on each of February 14, 2018, 2019, 2020 and 2021, subject to continued service. These awards are not exercisable prior to January 1, 2020 and no more than one-third of any total award may be exercised prior to December 31, 2020; provided, however, that the Company is required to waive these restrictions upon certain terminations of employment and may waive such restrictions for any reason in its discretion. Pursuant to their employment agreements, each of Messrs. Terrill, Ridenour and Smith has agreed not to sell, transfer or otherwise dispose of any shares of ANGI Class A common stock acquired upon the exercise or settlement of ANGI SARs prior to December 31, 2019.

    (7)
    (13)Represents IAC stock options that vested/vest in equal installments (25%) on February 10, 2017, 2018, 2019 and 2020, subject to continued service.

    (8)
    Represents IAC stock options that vestvested in one lump sum installment on December 1, 2020.

    (9)
    Represents IAC stock options that vested/vest in four equal installments (25%) on April 7, 2017, 2018, 2019 and 2020, subject to continued service.


    (10)
    Represents IAC stock options that vested/vest in four equal installments (25%) on February 14, 2018, 2019,
    2020 and 2021, subject to continued service.

    (11)
    Represents ANGI SARs that vested/vest in equal installments (25%) on each of February 10, 2017, 2018, 2019 and 2020, subject to continued service.

    2017 Option Exercises and Stock Vested


    The table below provides information regarding the number of shares acquired by our named executives upon the exercise of ANGIAngi SARs, (which were HomeAdvisor SARs at the time of exercise)


    Table of Contents

    and IAC stock options, Match stock options and the vesting of Angi RSUs in 20172020 and the related value realized, excluding the effect of any applicable taxes.

    Name
     Number of
    Shares
    Acquired
    Upon Exercise
    (#)(1)(2)
     Value
    Realized
    Upon Exercise
    ($)(2)(3)
     Number of
    Shares
    Acquired
    Upon Vesting
    (#)
     Value
    Realized
    Upon Vesting
    ($)
     

    Christopher Terrill

                 

    ANGI SARs

      7,432,600 $28,169,554     

    IAC stock options

      12,500 $820,250     

    Glenn H. Schiffman

             

    William B. Ridenour

                 

    ANGI SARs

      6,503,525 $24,648,360     

    Craig Smith

                 

    ANGI SARs

      3,344,670 $12,676,299     

    IAC stock options

      6,999 $319,639     

    Allison Lowrie

                 

    ANGI SARs

      61,939 $234,749     

    (1)
    In the case of ANGI SARs, reflects HomeAdvisor SARs exercised and settled prior to the Combination. Share numbers for ANGI SARs in the table above reflect adjustments that would have been made to HomeAdvisor SARs in connectionconjunction with the Combinationspin off of Match from IAC, IAC option holders had they not been exercised prior thereto.

    (2)
    No shares of HomeAdvisor (US) common stock were issued in connection with the exercise and settlement of ANGI SARs (which were HomeAdvisor SARs at the time of exercise). Instead, pursuant to the terms of the awards, a number of sharesportion of IAC common stock with a value equal to theoptions converted into Match options on June 30, 2020. The dollar value realized upon the exercise net of all amounts withheldAngi SARs, IAC stock options and Match stock options is equal to cover tax obligations, were issued at settlement.

    (3)
    In the case of ANGI SARs, represents the difference between the exercisesale price of the awardsshares at exercise and the fair market value per share of HomeAdvisor (US) common stock at the time ofapplicable exercise price, multiplied by the number of HomeAdvisor SARsawards exercised.

    In The dollar value realized upon the casevesting of IAC stock options,Angi RSUs represents the difference between the exerciseclosing price of the awards and the fair market value per share of IACAngi Class A common stock aton the time of exercise,vesting date, multiplied by the number IAC stock options exercised.

    of Angi RSUs vesting.


    25


    SAR and Option AwardsStock Awards
    NameNumber of
    Shares
    Acquired
    Upon Exercise
    (#)
    Value
    Realized
    Upon Exercise
    ($)
    Number of
    Shares
    Acquired
    Upon Vesting
    (#)
    Value
    Realized
    Upon Vesting
    ($)
    William B. Ridenour
    Angi SARs2,847,516$37,598,804 $— 
    IAC stock options15,000$2,444,708 $— 
    Match stock options10,792$1,076,244 $— 
    Jamie Cohen
    Angi SARs199,782$1,960,052 $— 
    IAC stock options5,000$515,583 $— 
    Match stock options10,792$1,035,504 $— 
    Oisin Hanrahan
    Angi RSUs$— 429,565$3,268,784 
    Allison Lowrie
    Angi SARs1,008,092$12,198,448 $— 
    IAC stock options5,000$513,158 $— 
    Match stock options10,792$1,045,649 $— 
    Jeffrey Kip$— $— 
    Match stock options10,792$1,035,504 $— 
    Craig Smith
    Angi RSUs$— 816,453$10,834,331 
    Angi SARs5,372,177$44,812,383 $— 
    Match stock options10,792$1,033,848 $— 

    Estimated Potential Payments Upon Termination or Change in Control

    Overview
    Overview

    Certain of our employment agreements, and/or equity award agreements and/or other arrangements, as well as ourAngi and IAC'sIAC stock and annual incentive plans, entitle our named executives to continued base salary payments, the acceleration of the vesting of equity awards and/or extended post-termination exercise periods for equity awards upon certain terminations of employment (including certain terminations during specified periods following a change in control of ANGIAngi and IAC).

    Certain amounts that would have become payable to our named executivesMr. Hanrahan upon the events described below (as and if applicable), assuming that the relevant event occurred on December 31, 2017,2020, are described and quantified in the table set forth below under Amounts and Benefits Payable Upon a Qualifying Termination and Change in Control on December 31, 2017.below. These amounts, which exclude the effect of any applicable taxes, are based on the number of ANGI SARs and IAC stock optionsAngi PSUs and RSUs outstanding on December 31, 20172020 and the closing price of ANGIAngi Class A common stock


    Table of Contents

    ($10.46) and IAC common stock ($122.28), in each case,$13.20 on December 29, 2017.31, 2020. In addition to these amounts, certain other amounts and benefits generally payable and made available to other Company employees upon a termination of employment, including payments for accrued vacation time and outplacement services, will generally be payablepayable.

    Mr. Ridenour stepped down from his role as Chief Executive Officer of the Company and as a member of the board of directors of the Company effective February 24, 2021. In connection with Mr. Ridenour’s resignation from the Company and in accordance with his employment agreement all outstanding and unvested awards were forfeited.
    Ms. Cohen stepped down from her role as Chief Financial Officer of the Company effective December 31, 2020 but remained with the Company through February 28, 2021 in order to our named executives.

      ensure a smooth transition. Ms. Cohen entered into a separation agreement containing customary post-termination covenants and the Company agreed to accelerate the vesting of 274,322 unvested shares of Angi RSUs that would otherwise have vested during the twelve month period following Mr. Cohen's separation from the Company.

    Ms. Lowrie stepped down from her role as Chief Marketing Officer of the Company effective February 24, 2021 but remained with the Company through April 1, 2021 in order to ensure a smooth transition. Ms. Lowrie entered into a separation agreement containing customary post-termination covenants and the Company agreed to (i) accelerate the vesting of 304,801 unvested shares of Angi RSUs that would otherwise have vested during the twelve month period following Mr. Lowrie's separation from the Company and (ii) paid $400,000 cash compensation.
    26


    Mr. Smith stepped down from his role as President and Chief Operating Officer of the Company and from the Board of Directors, effective December 19, 2020. Mr. Smith entered into a separation agreement containing customary post-termination covenants and the Company agreed to (i) accelerate the vesting of all outstanding unvested Angi equity awards held by Mr. Smith (1,393,613 stock appreciation rights and 816,453 unvested shares of Angi RSUs) and (ii) extended the post-termination exercise period for all of his vested Company stock appreciation rights through June 29, 2022.


    Amounts and Benefits Payable Upon a Qualifying Termination or Separation from the Company

    Messrs. Terrill, Ridenour and Smith and Ms. Lowrie.Mr. Hanrahan. Upon a termination without cause or resignation for good reason (a "Qualifying Termination"“Qualifying Termination”) on December 31, 2017,2020, pursuant to the terms of their respectivehis employment agreements, Messrs. Terrill, Ridenour and Smith and Ms. Lowrieagreement, Mr. Hanrahan would have been entitled to:


    receive twelve (12) months of their respectivehis base salaries,salary, subject to the execution and non-revocation of a release and compliance with customary post-termination covenants, and subject to offset for any amounts earned from other employment during the period in which continued base salary payments are being made; and


    the partial vesting of outstanding and unvested ANGI and IAC equity awards (including cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the twelve (12) month period following such Qualifying Termination; provided, that the vesting of awards subject to performance conditions (if any) shall remain subject to the satisfaction of such conditions.

            In addition,


    Mr. Terrill would have been entitled to:

      the waiver of restrictions application to the exercise of ANGI SARs granted to him on February 11, 2015 (3,716,300 ANGI SARs with an exercise price of $0.98) and February 14, 2017 (3,716,000 ANGI SARs with an exercise price of $4.53); and

      continue to have the ability to exercise his vested ANGI SARs and IAC stock options through June 30, 2019 (or if earlier, the scheduled expiration date for such awards).

            Also, Messrs. Ridenour and SmithHanrahan would have been entitled to the waiverfull vesting of restrictions applicable to the exercise of:

      in the case of Mr. Ridenour, ANGI SARs339,177 Angi RSUs granted to him on February 11, 2015 (3,716,300 ANGI SARs with an exercise priceprior to the effective date of $0.98) and February 14, 2017 (5,574,450 ANGI SARs with an exercise pricehis appointment as Chief Product Officer of $4.53); andAngi.


    in the case of Mr. Smith, the exercise of ANGI SARs granted to him on February 14, 2017 (5,574,450 ANGI SARs with an exercise price of $4.53).

    For Mr. Terrill, "good reason"Hanrahan, “good reason” means: (i) a material diminution in his base salary, (ii) a material diminution in his title, duties or level of responsibilities, (iii) the relocation of his principal place of employment to a location that is greater than fifty (50) miles from the greater Denver, Colorado metropolitan area,New York City, and (iv) the failure of the Company to nominaterequiring him to stand for election to the ANGI Board of Directors or his removal from the ANGI Board of Directors (other than by reason of death, disability, cause or a voluntary termination without good reason) and (v) him ceasing to report to anyone other than the ANGI BoardChief Executive Officer of Directors or its Chairman, in each case, without the written consent of Mr. Terrill or that is not cured promptly after notice.

            For Messrs. Ridenour and Smith and Ms. Lowrie, "good reason" means: (i) a material diminution in his or her base salary, (ii) a material diminution in his or her title, duties or level of responsibilities and (iii) the relocation of his or her principal place of employment to a location that is greater than


    Table of Contents

    fifty (50) miles from the greater Denver, Colorado metropolitan area,Angi, in each case, without the written consent of the applicable named executive or that is not cured promptly after notice.


    Mr. Schiffman.Kip. Upon a Qualifying Termination on December 31, 2017,2020, Mr. SchiffmanKip would have been entitled to:

      to receive twelve (12) months of his base salary, subject to the execution of a release and compliance with customary post-termination covenants, and subject to offset for any amounts earned from other employment during the period in which continued base salary payments are being made;made.


    the vesting of all outstanding and unvested IAC stock options granted to him in 2016;

    the partial vesting of outstanding and unvested IAC equity awards granted after 2016 (including cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the twelve (12) month period following such Qualifying Termination; and

    continue to have the ability to exercise his vested IAC stock options through June 30, 2019.

    For Mr. Schiffman, "good reason"Kip, “good reason” means: (i) a material diminution in the authorities, duties or responsibilities of the person to whom Mr. SchiffmanKip is required to report, (IAC's Chief Executive Officer), (ii) a material reduction in his title, duties or level of responsibilities, including any circumstances under which IAC is no longer publicly traded and is controlled by another company, (iii) a material reduction in his base salary, (iv) a relocation of his principal place of employment outside of the New York CityMr. Kip’s current metropolitan area and (v) any other action or inaction that constitutes a material breach by IAC, of his employment agreement, in each case, without the written consent of Mr. SchiffmanKip or that is not cured promptly after notice.


    Amounts and Benefits Payable Upon a Change in Control

    No payments would have been made to any named executive pursuant to any agreement between the Company and any of our named executives upon a change in control of ANGI or IACAngi on December 31, 2017.2020. Upon a Qualifying Termination on December 31, 20172020 that occurred during the two (2) year period following a change in control of: (i) ANGI,of Angi, in accordance with our stock and annual incentive plan and related award agreements, the vesting of all then outstanding and unvested ANGI SARsAngi PSUs and RSUs held by Messrs. Terrill, Ridenour and Smith and Ms. LowrieMr. Hanrahan (as applicable) would have been accelerated and (ii)accelerated.

    Upon a Qualifying Termination on December 31, 2020 that occurred during the two year period following a change in control of IAC, in accordance with the applicable IAC stock and annual incentive plan(s)plan and related award agreements, the vesting of all then outstanding and unvested IAC equity awardsand Angi stock options held by all of our named executivesMr. Kip would have been accelerated.


    27


    Amounts and Benefits Payable to Named Executives (other than Messrs. Ridenour and Smith and Mses. Lowrie and Cohen whose actual post-termination benefits paid are described above) Upon a Qualifying Termination and Change in Control of Angi on December 31, 20172020

    Name and Benefit
     Qualifying
    Termination
     Qualifying
    Termination
    During the Two
    Year Period
    Following a
    Change in Control of
    ANGI
     Qualifying
    Termination
    During the Two
    Year Period
    Following a
    Change in Control of
    IAC
     

    Christopher Terrill(1)

              

    Continued Salary

     $600,000 $600,000 $600,000 

    Market Value of ANGI SARs that would vest(2)

     $14,317,046(3)$39,652,922(4)$14,317,046(3)

    Market Value of IAC RSUs that would vest(5)

         $6,114,000(6)

    Market Value of IAC stock options that would vest(7)

     $1,105,900(8)$1,105,900(8)$3,175,050(9)

    Total Estimated Incremental Value

     $16,022,946 $41,358,822 $24,206,096 

    Glenn H. Schiffman

              

    Continued Salary

     $600,000 $600,000 $600,000 

    Market Value of IAC stock options that would vest(7)

     $13,210,500(10)$13,210,500(10)$18,417,000(9)

    Total Estimated Incremental Value

     $13,810,500 $13,810,500 $19,017,000 

    William B. Ridenour(1)

              

    Continued Salary

     $400,000 $400,000 $400,000 

    Market Value of ANGI SARs that would vest(2)

     $17,071,750(3)$50,671,750(4)$17,071,750(3)

    Market Value of IAC RSUs that would vest(5)

         $4,891,200(6)

    Market Value of IAC stock options that would vest(7)

     $913,250(8)$913,250(8)$2,597,100(9)

    Total Estimated Incremental Value

     $18,385,000 $51,985,000 $24,960,050 

    Craig Smith(1)

              

    Continued Salary

     $400,000 $400,000 $400,000 

    Market Value of ANGI SARs that would vest(2)

     $10,800,492(3)$40,665,615(4)$10,800,492(3)

    Market Value of IAC RSUs that would vest(5)

         $4,891,200(6)

    Market Value of IAC stock options that would vest(7)

     $142,650(8)$142,650(8)$285,300(9)

    Total Estimated Incremental Value

     $11,343,142 $41,208,265 $16,376,992 

    Allison Lowrie

              

    Continued Salary

     $300,000 $300,000 $300,000 

    Market Value of ANGI SARs that would vest(2)

     $5,100,624(3)$13,099,962(4)$5,100,624(3)

    Market Value of IAC RSUs that would vest

           

    Market Value of IAC stock options that would vest(7)

     $142,650(8)$142,650(8)$285,300(9)

    Total Estimated Incremental Value

     $5,543,274 $13,542,612 $5,685,924 
    Name and BenefitQualifying TerminationQualifying Termination During the Two Year Period Following a Change in Control of AngiQualifying Termination During the Two Year Period Following a Change in Control of IAC
    Oisin Hanrahan
    Continued Salary (1)$350,000 $350,000 $350,000 
    Market Value of Angi RSUs that would vest (2)(3)$13,992,000 $35,218,260 $13,992,000 
    Total Estimated Incremental Value$14,342,000 $35,568,260 $14,342,000 
    Jeffrey W. Kip
         Continued Salary$575,000 $575,000 $575,000 
    image_52.jpg

    Table of Contents(1)


    (1)
    The annual salary amount in the table above excludes 7,500, 7,500 and 10,000 stock appreciation rights denominatedreflects the annual salary for Mr. Hanrahan as of December 31, 2020, prior to his appointment to CEO in shares of common stock of HomeAdvisor International held by Messrs. Terrill, Ridenour and Smith, respectively. These awards have an exercise price of $28.89 per share and vested/vest in equal installments (25%) on April 1, 2017, 2018, 2019 and 2020, subject to continued service.

    February 2021.
    (2)
    Represents the difference between the closing price of ANGIAngi Class A common stock ($10.46)13.20) on December 29, 2017 and the exercise prices of all in-the-money ANGI SARs accelerated upon the occurrence of the relevant event specified above,31, 2020, multiplied by the number of ANGI SARs so accelerated.

    (3)
    Represents the value of ANGI SARs that would have otherwise vested (and, in the case of Messrs. Terrill, Ridenour and Smith only, would have become exercisable upon the waiver of exercisability restrictions applicable to their ANGI SARs by the Company) during the twelve (12) month period following a Qualifying Termination in accordance with the terms of the relevant named executive's employment agreement. Pursuant to their employment agreements, each of Messrs. Terrill, Ridenour and Smith and Ms. Lowrie has agreed not to sell, transfer or otherwise dispose of any shares of ANGI Class A common stock acquired upon the exercise or settlement of ANGI SARs prior to December 31, 2019.

    (4)
    Represents the value of ANGI SARs that would have vested (and, in the case of Messrs. Terrill, Ridenour and Smith only, would have become exercisable upon the waiver of exercisability restrictions applicable to their ANGI SARs by the Company) upon a Qualifying Termination on December 31, 2017 that occurred during the two (2) year period following a change in control of ANGI in accordance with our stock and annual incentive plan and related award agreements. Pursuant to their employment agreements, each of Messrs. Terrill, Ridenour and Smith and Ms. Lowrie has agreed not to sell, transfer or otherwise dispose of any shares of ANGI Class A common stock acquired upon the exercise or settlement of ANGI SARs prior to December 31, 2019.

    (5)
    Represents the closing price of IAC common stock ($122.28) on December 29, 2017, multiplied by the number of IACAngi RSUs accelerated upon the occurrence of the relevant event specified above.

    (6)
    Represents
    (3)Amounts in the valuetable above assume that the maximum level of IAC RSUs that would have vested upon a Qualifying Termination onapplicable performance conditions had been achieved as of December 31, 2017 that occurred during the two (2) year period following a change in control of IAC in2020.


    Pay Ratio Disclosure

    In accordance with Item 402(u) of Regulation S-K of the Securities Act of 1933, as amended (“Item 402(u)”), we are disclosing the ratio of our median employee’s annual total compensation to the annual total compensation of our former Chief Executive Officer, Mr. Ridenour (the “2021 Pay Ratio”).

    For the fiscal year ended December 31, 2020: (i) the estimated median of the annual total compensation of all Angi employees (other than Mr. Ridenour) was approximately $55,989, (ii) Mr. Ridenour’s total annual compensation, as reported in the Summary Compensation Table on page 21, was $11,911,322 and (iii) the ratio of annual total compensation of Mr. Ridenour to the median of the annual total compensation of our other employees was 213 to one.

    In making the determination of the median employee above, we first identified our total number of employees as of December 31, 2020 (5,171 in total, 4,571 of which were located in the United States and 600 of which were collectively located in various jurisdictions outside of the United States). We then excluded employees located in Germany (124), which represented less than 5% of our total number of employees. After excluding employees in Germany, our pay ratio calculation included 5,047 of our total 5,171 employees.

    To identify the median employee above from this employee population, we then compared the amount of annual total compensation paid to these employees in 2020 in a consistent manner across the applicable IAC stockemployee population. For this purpose, annual total compensation is total income, excluding income related to stock-based compensation awards, paid to such employees and annual incentive plan(s) and related award agreements.

    (7)
    Representsreported to the difference betweenInternal Revenue Service in the closing price of IAC common stock ($122.28) on December 29, 2017 and the exercise prices of all in-the-money stock IAC stock options accelerated upon the occurrenceUnited States (and equivalent amounts paid to such employees located outside of the relevant event specified above, multiplied by the number of IAC stock options so accelerated.

    (8)
    Represents the value of IAC stock options that would have otherwise vested during the twelve (12) month period following a Qualifying Termination in accordance with the terms ofUnited States and reported to the relevant named executive's employment agreement.

    (9)
    Representstax authorities). We then annualized the valuecompensation of IAC stock options that would have vested uponemployees who were hired in 2020 but did not work for us for the entire year. After we identified the median employee, we determined such employee’s total annual compensation in the same manner as we determined the total annual compensation for our Chief Executive Officer disclosed in the Summary Compensation Table on page 21.

    The 2021 Pay Ratio set forth above is a Qualifying Terminationreasonable estimate calculated in a manner consistent with applicable SEC rules, based on December 31, 2017 that occurred during the two (2) year period followingmethodologies and assumptions described above. SEC rules for identifying the median employee and determining the related pay ratio permit companies to use a change in controlwide range of IAC in accordance withmethodologies, estimates and assumptions. As a result, the applicable IAC stockpay
    28


    ratios reported by other companies may be based on other permitted methodologies and/or assumptions, and annual incentive plan(s) and related award agreements.

    (10)
    Represents the value of IAC stock options: (i) granted in 2016 that would have vested uponas a Qualifying Termination on December 31, 2017 and (ii) granted after 2016 that would have otherwise vested during the twelve (12) month period following a Qualifying Termination, in each case, in accordance with the terms of Mr. Schiffman's employment agreement with IAC.
    result, are likely not comparable to our 2021 Pay Ratio.

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    29



    DIRECTOR COMPENSATION

    Non-Employee Director Compensation Arrangements.The Board has primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of ANGIAngi Class A common stock to further align the interests of our non-employee directors with those of our stockholders. Arrangements in effect from and after the Combination provideduring 2020 provided that: (i) each non-employee director receive an annual retainer in the amount of $50,000, (ii) each member of the Audit, Executive Compensation and Compensation Committees (including their respective Chairpersons) receive an additional annual retainer in the amount of $10,000, $5,000 and $5,000, respectively, and (iii) the Chairpersons of each of the Audit, Executive Compensation and Compensation Committees receive an additional annual retainer in the amount of $20,000, with all amounts being paid quarterly, in arrears. Members (including the Chairpersons thereof) of both the Executive Compensation and Compensation Committees shall only receive one committee and Chairperson retainer.


    In addition, these arrangements also provide that each non-employee director receive a grant of ANGIAngi RSUs with a dollar value of $250,000 upon his or her initial election to the Board and annually thereafter upon re-election on the date of ANGI'sAngi’s annual meeting of stockholders, the terms of which provide for: (i) vesting in three equal annual installments commencing on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested ANGIAngi RSUs in their entirety upon termination of Board service and (iii) full acceleration of the vesting of ANGIAngi RSUs upon a change in control of ANGI.Angi. A director may defer settlement of all or a portion of Angi RSUs upon his or her prior election in writing to the Company. The Company also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at ANGIAngi Board and Board committee meetings. For purposes of these compensation arrangements, non-employee directors are those directors who are not employed by (or otherwise providing services to) ANGIAngi or IAC.

    2017
    2020 Non-Employee Director Compensation.The table below provides the amount of: (i) fees earned by non-employee directors for services performed during 2017 from and after the Combination2020 and (ii) the grant date fair value of ANGIAngi RSU awards granted in 2017.2020.

    Name
     Fees Earned and
    Paid in Cash($)(1)
     Stock
    Awards($)(2)
     Total($) 

    Thomas R. Evans

     $21,250 $249,994 $271,244 

    Alesia J. Haas

     $21,250 $249,994 $271,244 

    Suzy Welch

     $13,750 $249,994 $263,744 

    Yilu Zhao

     $15,000 $249,994 $264,994 


    Fees Earned
    and Paid in

    Stock
    NameCash($)(1)Awards($)(2)(3)Total($)
    Thomas R. Evans$85,000 $249,990 $334,990 
    Alesia J. Haas$85,000 $249,990 $334,990 
    Suzy Welch$55,000 $249,990 $304,990 
    Yilu Zhao$60,000 $249,990 $309,990 
    image_481.jpg

    (1)
    Reflects fees forThe differences in the amounts shown above among directors reflect committee service, during 2017 from and after the Combination.which varies among directors.


    (2)
    Amounts presented represent the grant date fair value of ANGIAngi RSU awards, calculated by multiplying the number of ANGIAngi RSUs granted by the fair market value per share of ANGIAngi Class A common stock on the grant date.

    Table(3)At December 31, 2020: (i) Mr. Evans has a total of Contents13,446 vested Angi stock options and 38,109 Angi RSUs and (ii) each of Mses. Haas, Welch and Zhao had a total of 38,109 RSUs outstanding.




    30


    Equity Compensation Plan Information

    Securities Authorized for Issuance Under Equity Compensation Plans.The following table summarizes information, as of December 31, 2017,2020, regarding the ANGI Homeservices Inc.Angi 2017 Stock and Annual Incentive Plan (the "2017 ANGI Plan"“Angi 2017 Plan”), pursuant to which grants of ANGIAngi RSUs, SARs, stock options stock appreciation rights, restricted stock units or other rights to acquire shares of ANGIAngi Class A common stock may be made from time to time.

    Plan Category
     Number of Securities
    to be Issued upon
    Exercise of
    Outstanding Options,
    Warrants and
    Rights(1)(A)
     Weighted-Average
    Exercise Price of
    Outstanding Options,
    Warrants and Rights(B)
     Number of Securities
    Remaining Available
    for Future Issuance
    Under Equity Compensation
    Plans (Excluding
    Securities Reflected
    in Column (A))(1)(C)
     

    Equity compensation plans approved by security holders(2)

      45,036,662(3)$2.79  29,963,338(4)

    Equity compensation plans not approved by security holders

           

    Total

      45,036,662(3)$2.79  29,963,338(4)


    Plan CategoryNumber of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(A)(1)Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(B)Number of Securities Remaining Available for Future Issuance Under Equity Compensation
    Plans (Excluding Securities Reflected in Column (A))(C)
    Equity compensation plans approved by security holders(2)24,214,986 (3)$3.87 15,462,158 (4)
    Equity compensation plans not approved by security holders(2)— $— — 
    Total24,214,986 (3)$3.87 15,462,158 (4)


    image_481.jpg

    (1)
    Information includes shares of ANGIAngi Class A common stock that have been reserved and may be issuable upon the settlement of previously issued HomeAdvisor SARs that were converted into ANGIAngi SARs in connection with the Combination (the "Prior“Prior Plan Awards"Awards”). Pursuant to the Employee Matters Agreement, between us and IAC, IAC may require Prior Plan Awards to be settled in shares of IAC common stock, in which case: (i) we will reimburse IAC for the cost of those shares by issuing additional shares of ANGIAngi Class A common stock to IAC and (ii) the shares of ANGIAngi Class A common stock underlying such awards shall again be made available for future issuance under the Angi 2017 ANGI Plan.

    Information excludes shares of ANGIAngi Class A common stock that have been reserved and may be issuable as of December 31, 2020 upon the settlement of 2,533,442473,179 stock options with a weighted-average exercise price of $11.18$13.19 and 2,419,581 restricted stock units15,423 RSUs granted by Angie'sAngie’s List prior to the Combination under the Angie'sAngie’s List, Inc. Amended and Restated Omnibus Incentive Plan (the "Angie's List Plan") that were converted into ANGIAngi stock options and ANGI restricted stock unitsAngi RSUs and assumed by us in connection with the Combination. The Company assumed the Angie's List Plan in connection with the Combination. No securities remain available for future issuance under this plan.


    Information also excludes shares of Angi Class A common stock that were potentially issuable upon the Angie's List Plan.

    settlement of equity awards denominated in shares of Angi subsidiaries, based on the estimated values of such awards as of December 31, 2020. The number of shares of Angi Class A common stock ultimately needed to settle these awards can vary as a result of both movements in our stock price and determinations of the fair value of the relevant subsidiaries that differ from our estimated determinations of the fair value of such subsidiaries as of December 31, 2020.

    For a description of these awards, see the disclosure under the caption Equity Instruments Denominated in the Shares of Certain Subsidiaries in Note 11 to the consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2020, which is incorporated herein by reference.

    (2)
    Consists of the Angi 2017 ANGI Plan, which replaced the HomeAdvisor 2013 Long-Term Incentive Plan, the plan pursuant to which the Prior Plan Awards were granted.


    (3)
    Includes an aggregate of: (i) up to 43,613,7949,678,083 shares of ANGIAngi Class A common stock that have been reserved and may be issuable upon the settlement of Prior Plan Awards and (ii) up to 697,50014,536,903 shares of ANGIAngi Class A common stock that have been reserved and may be issuable upon the settlement of ANGIother Angi SARs, (iii) up to 475,368 shares of ANGI Class A common stock that have been reserved and may be issuable upon the settlement of ANGIAngi RSUs and (iv) up to 250,000 shares of ANGI Class A commonAngi stock that have been reserved and may be issuable upon the settlement of ANGI stock options in each case, granted after the Combination and outstanding as of December 31, 2017.2020.


    (4)
    Reflects shares of Angi Class A common stock that remain available for future issuance under the Angi 2017 ANGI Plan.

    Table of Contents


    31


    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table presents, as of April 27, 2018,20, 2021, information relating to the beneficial ownership of ANGIAngi Class A common stock and Class B common stock by: (1) each person known by ANGIAngi to own beneficially more than 5% of the outstanding shares of ANGIAngi Class A common stock and Class B common stock, (2) each director nominee (all of whom are incumbent directors), (3) each ANGIAngi named executive and (4) all current directors and executive officers of ANGIAngi as a group. As of April 27, 2018,20, 2021, there were 64,614,49282,238,720 and 415,884,757421,958,021 shares of ANGIAngi Class A common stock and Class B common stock, respectively, outstanding.


    Unless otherwise indicated, the beneficial owners listed below may be contacted in c/o ANGI HomeservicesAngi Inc., 140233601 Walnut Street, Suite 700, Denver, West Parkway, Building 64, Golden, Colorado 80401.80205. For each listed person, the number of shares of ANGIAngi Class A common stock and percent of such class listed includes vested ANGIAngi SARs and/or stock options held by such person and assumes the conversion of any shares of ANGIAngi Class B common stock owned by such person and the vesting of any ANGIAngi SARs, stock options and/or RSUs that are scheduled to occur within 60sixty days of April 27, 2018,20, 2021, but does not assume the conversion exercise or vesting of any such securities owned by any other person. Shares of ANGIAngi Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of ANGIAngi Class A common stock. The percentage of votes for all classes of ANGIAngi capital stock is based on one vote for each share of ANGIAngi Class A common stock and ten votes for each share of ANGIAngi Class B common stock.


    Table of Contents

     
     ANGI Class A Common
    Stock
     ANGI Class B Common
    Stock
     Percent
    of
    Votes
     
    Name and Address of Beneficial Owner
     # of
    Shares
    Owned
     % of
    Class
    Owned
     # of
    Shares
    Owned
     % of
    Class
    Owned
     (All
    Classes)
    %
     

    IAC/InterActiveCorp.
    555 West 18th Street
    New York, NY 10011

      415,884,757(1) 86.6% 415,884,757(1) 100% 98.5%

    Luxor Capital Group, LP et al.
    1114 Avenue of the Americas, 28th Floor
    New York, NY 10036

      12,956,595(2) 20.1%     * 

    FMR LLC et al
    245 Summer Street
    Boston, MA 02210

      9,459,895(3) 14.6%     * 

    T. Rowe Price Associates, Inc.
    100 East Pratt Street
    Baltimore, MD 21202

      8,538,205(4) 13.2%     * 

    TCS Capital Advisors, LLC et al.
    888 Seventh Avenue, Suite 1504
    New York, NY 10106

      6,126,437(5) 9.5%     * 

    Vajra Fund III, LLC et al
    2020 K Street NW, Suite 500
    Washington, DC 20006

      5,322,563(6) 8.2%     * 

    Capital Research Global Investors
    333 South Hope Street
    Los Angeles, CA 90071

      5,302,225(7) 8.2%     * 

    Morgan Stanley et al
    1585 Broadway
    New York, NY 10036

      5,274,382(8) 8.2%     * 

    Davis Selected Advisers, L.P.
    2949 East Elvira Road, Suite 101
    Tucson, AZ 85756

      4,953,268(9) 7.7%     * 

    The Vanguard Group
    100 Vanguard Blvd.
    Malvern, PA 19355

      4,414,819(10) 6.8%     * 

    Thomas R. Evans

      46,087(11) *      * 

    Alesia J. Haas

               

    Angela R. Hicks Bowman

      1,036,315(12) 1.6%     * 

    Joseph Levin

               

    Allison Lowrie

      1,625,881(13) 2.5%     * 

    William B. Ridenour

      4,180,837(14) 6.1%     * 

    Glenn H. Schiffman

               

    Craig Smith

      2,043,964(14) 3.1%     * 

    Mark Stein

               

    Christopher Terrill

      7,432,600(14) 10.3%     * 

    Suzy Welch

               

    Gregg Winiarski

               

    Yilu Zhao

               

    All current directors and executive officers

                    

    as a group (14 persons)

      16,365,684(15) 20.3%     * 


    Angi Class A Common StockAngi Class B Common StockPercent of Votes
    # of Shares% of Class# of Shares% of Class(All Classes)
    Name and Address of Beneficial OwnerOwnedOwnedOwnedOwned%
    IAC/InterActiveCorp424,537,285(1)84.2 %421,958,021(1)100 %98.2 %
    555 West 18th Street
    New York, NY 10011
    Parnassus Investments10,603,269(2)12.9 %— *
    1 Market Street
    Suite 1600
    San Francisco, CA 94105
    The Vanguard Group6,843,707(3)8.3 %— *
    100 Vanguard Blvd.
    Malvern, PA 19355
    HighSage Ventures LLC5,130,555(4)6.2 %— *
    200 Clarendon Street
    59th Floor
    Boston, MA 02116
    SQN Investors LP et al4,562,716(5)5.5 %— *
    201 Redwood Shores Parkway,
    Suite 242
    Redwood City, CA 94065
    Jamie Cohen*— *
    Thomas R. Evans75,100(6)*— *
    Alesia J. Haas48,990(7)*— *
    Kendall Handler*— *
    Oisin Hanrahan236,727(8)*— *
    Angela Hicks Bowman838,971(9)1.0 %— *
    Jeffrey Kip*— *
    Joseph Levin*— *
    Allison Lowrie236,760*— *
    William B. Ridenour*— *
    Glenn H. Schiffman*— *
    Craig Smith*— *
    Mark Stein*— *
    Suzy Welch55,614(10)*— *
    Gregg Winiarski*— *
    Yilu Zhao44,486(11)*— *
    All current directors and executive officers as a group (14 persons)1,453,5491.8 %— *
    image_481.jpg

    *
    The percentage of shares beneficially owned does not exceed 1% of the class.class or voting power (of all classes).


    (1)
    Consists of 415,884,757421,958,021 shares of ANGIAngi Class B common stock, which are convertible on a one-for-one basis into shares of ANGIAngi Class A common stock.

    Table of Contents(2)

    (2)
    Based upon information regarding ANGIAngi holdings reported by way of Amendment No. 1 to a Schedule 13D13G filed by Luxor Capital Group, LP (a provider of investment management services ("Luxor Capital")), Luxor Management, LLC (the general partner of Luxor Capital ("Luxor Management")), Cristian Leone (managing member of Luxor Management), certain other private investment funds managed by these entities and/or person (the "Luxor Funds") and an additional person affiliated with Luxor Capital and a Luxor Fund)Parnassus Investments with the SEC on April 17, 2018.February 12, 2021.

    Luxor Capital (in its capacity as investment manager

    (3)Based upon information regarding Angi holdings reported by way of Amendment No. 3 to a Schedule 13G filed by The Vanguard Group (“Vanguard”) with the Luxor Funds), Luxor Management (in its capacity as general partner of Luxor Capital) and Mr. Leone (in his capacity as managing member of Luxor Management) may be deemed toSEC on February 10, 2021. Vanguard beneficially ownowns the ANGIAngi holdings disclosed in the table above. Each of Luxor Capital, Luxor Management and Mr. Leoneabove in its capacity as an investment adviser. Vanguard has shared voting power, sole dispositive
    32


    power and shared dispositive power over all of the 12,956,59539,766, 6,749,492, and 94,215 shares of ANGIAngi Class A common stock, respectively, disclosed in the table above.

    Certain Luxor Funds may be deemed to beneficially own shares of ANGI Class A common stock representing more than 5% of the shares of ANGI Class A common stock outstanding as of April 27, 2018, all of which are reflected in the ANGI holdings disclosed in the table above for Luxor Capital Group et al.

    (3)

    (4)Based upon information regarding ANGIAngi holdings reported by way of a Schedule 13G filed by FMRHighSage Ventures LLC ("FMR"(“High Sage”), Jennifer Stier, Highline Investments LLC, and Abigail P. JohnsonKwidnet Holdings LLC with the SEC on April 10, 2018February 16, 2021 (the "Schedule 13G"“Schedule 13G”). FMRHigh Sage may be deemed to beneficially own the shares disclosed in the table above in its capacity as thea parent holding company of a bank and two investment advisors that collectively beneficially own the shares of ANGI Class A common stock disclosed in the table above. FMR has sole voting power and sole dispositive power over 194,233 and 9,459,895 shares of ANGI Class A common stock, respectively, disclosed in the table above.

    Ms. Johnson serves as a member and chairman of the board of directors and Chief Executive Officer of FMR. By virtue of her roles at FMR, her FMR holdings, the FMR holdings of her family and related voting arrangements described in the Schedule 13G, Ms. Johnson may be deemed to beneficially own the shares of ANGI Class A common stock disclosed in the table above.

    (4)
    Based upon information regarding ANGI holdings reported by way of Amendment No. 1 to a Schedule 13G filed by T. Rowe Price Associates, Inc. ("T. Rowe Price") with the SEC on February 14, 2018. T. Rowe Price beneficially owns the ANGI holdings disclosed in the table above in its capacity as an investment adviser. T. Rowe Price has sole voting power and sole dispositive power over 1,295,102 and 8,538,205 shares of ANGI Class A common stock, respectively, disclosed in the table above.

    (5)
    Based upon information regarding ANGI holdings reported by way of Amendment No. 1 to a Schedule 13D filed by TCS Capital Advisors, LLC (an investment fund ("TCS Advisors")), TCS Capital Management, LLC (the investment adviser of TCS Advisors ("TCS Management")) and Eric Semler (the managing member of TCS Management) with the SEC on November 3, 2017.

    TCS Advisors (in its capacity as an investment fund), TCS Management (in its capacity as the investment adviser of TCS Advisors) and Mr. Semler (in his capacity as managing member of TCS Management) may be deemed to beneficially own the ANGI holdings disclosed in the table above. Each of TCS Advisors, TCS Management and Mr. Semler has sole voting power and sole dispositive power over 6,080,350 shares of ANGI Class A common stock disclosed in the table above. In addition, Mr. Semler beneficially owns (and has sole voting and dispositive powers over) an additional 46,087 shares of ANGI Class A common stock, including 13,446 shares of ANGI Class A common stock underlying vested ANGI stock options.

    (6)
    Based upon information regarding ANGI holdings reported by way of a Schedule 13G filed by Vajra Fund, LLC (an investment fund ("Vajra Fund")), Vajra Asset Management, LLC (the manager of Vajra Fund ("Vajra Management")) and Michael Brodsky (the managing member of Vajra Management) with the SEC on October 10, 2017.

    Table of Contents

      Vajra Fund (in its capacity as an investment fund), Vajra Management (in its capacity as the investment adviser of Vajra Fund) and Mr. Brodsky (in his capacity as managing member of Vajra Management) may be deemed to beneficially own the ANGI holdings disclosed in the table above. Each of Vajra Fund, Vajra Management and Mr. Brodskycompany. High Sage has shared voting power and shared dispositive power over all of the 5,322,5635,130,555 shares of ANGIAngi Class A common stock disclosed in the table above.

    (7)
    Based upon information regarding ANGI holdings reported by way

    Ms. Stier serves as the Manager of aHigh Sage. By virtue of her role at High Sage and related voting arrangements described in the Schedule 13G, filed by Capital Research Global Investors ("Capital Research") with the SEC on February 14, 2018. Capital Research beneficially owns the ANGI holdings disclosed in the table above in its capacity as an investment adviser. Capital Research has sole voting power and sole dispositive power over all of the 5,302,225 shares of ANGI Class A common stock disclosed in the table above.

    (8)
    Based upon information regarding ANGI holdings reported by way of a Schedule 13G filed by Morgan Stanley ("MS") and Morgan Stanley Investment Management Inc. ("MS Management") with the SEC on February 13, 2018. MSMs. Stier may be deemed to beneficially own the shares of ANGIAngi Class A common stock disclosed in the table above and have the same voting and dispositive powers over such shares as High Sage.

    (5)Based upon information regarding Angi holdings reported by way of Amendment No. 2 to a Schedule 13G filed by SQN Investors LP (“SQN”), SQN Investors GP LLC (“SQN GP”), SQN Partners (GP) LLC (“Fund GP”), Amish Mehta and SQN Investors Master Fund LP (“Master Fund”) with the SEC on February 14, 2020.

    Each of SQN, SQN GP, Fund GP, Mr. Mehta and Master Fund may be deemed to beneficially own the shares of Angi Class A common stock disclosed in the table above in its capacitytheir respective capacities as thea parent holding company, MS Management, which beneficially owns the shares of ANGI Class A common stock disclosed in the table above in its capacity as an investment adviser.adviser, individual, partnership and/or other role. Each of MSSQN, SQN GP, Fund GP, Mr. Mehta and MS ManagementMaster Fund has shared voting power and shared dispositive power over all of the 5,274,3824,562,716 shares of ANGIAngi Class A common stock disclosed in the table above.

    (9)
    Based upon information regarding ANGI holdings reported by wayabove and disclaim beneficial ownership of Amendment No. 4such shares except to a Schedule 13G filed by Davis Selected Advisers, L.P. ("Davis") with the SEC on February 13, 2018. Davis beneficially ownsextent of their respective pecuniary interests therein.

    SQN is an investment adviser whose clients, including the ANGI holdingsMaster Fund, have the right to receive dividends or the power to direct the receipt of dividends from, or the proceeds from the sales of, the shares of Angi Class A common stock disclosed in the table above in its capacity as anabove. SQN GP is the general partner of SQN and Fund GP is the general partner of investment adviser. Davis has sole voting power, no voting powerlimited partnerships of which SQN is the investment adviser, including the Master Fund. Mr. Mehta is SQN’s founder and sole dispositive power over 4,647,614, 305,654 and 4,953,268Chief Investment Officer.

    No individual client of SQN, other than the Master Fund, beneficially owns shares of ANGIAngi Class A common stock respectively, disclosed inrepresenting more than 5% of the table above.

    (10)
    Based upon information regarding ANGI holdings reported by way of a Schedule 13G filed by The Vanguard Group ("Vanguard") with the SEC on February 8, 2018. Vanguard beneficially owns the ANGI holdings disclosed in the table above in its capacity as an investment adviser. Vanguard has sole voting power, shared voting power, sole dispositive power and shared dispositive power over 15,633, 3,400, 4,397,886 and 16,933 shares of ANGIAngi Class A common stock, respectively, disclosed in the table above

    (11)
    stock.
    (6)Consists of: (i) 32,64149,745 shares of ANGI Class A common stock and (ii) vested options to purchase 13,466 shares of ANGIAngi Class A common stock held directly by Mr. Evans.Evans, (ii) 13,446 vested Angi stock options and (iii) 11,909 shares of Angi Class A common stock underlying Angi RSUs vesting in the next sixty days .


    (12)
    (7)Consists of: (i) 488,73237,081 shares of ANGIAngi Class A common stock held directly by Ms. Haas and (ii) 11,909 shares of Angi Class A common stock underlying Angi RSUs vesting in the next sixty days.

    (8)Consists of: (i) 30,566 shares of Angi Class A common stock held directly by Mr. Hanrahan, (ii) 97,463 shares of Angi Class A common stock underlying Angi RSUs vesting in the next sixty days, and (iii) 108,698 shares beneficially owned by Mr. Hanrahan that are held in escrow and over which Mr. Hanrahan has sole voting power.

    (9)Consists of: (i) 291,773 shares of Angi Class A common stock held directly by Ms. Hicks Bowman and (ii) 547,198 vested options to purchase 508,450Angi stock options.

    (10)Consists of: (i) 37,081 shares of ANGIAngi Class A common stock held directly by Ms. Hicks, (iii) options to purchase 35,590Welch and (ii) 18,533 shares of ANGIAngi Class A common stock underlying Angi RSUs vesting in the next 60 days, subject to continued service, and (iv) 3,543 shares of ANGI Class A common stock to be received upon the vesting of ANGI RSUs in the next 60sixty days, subject to continued service.


    (13)
    (11)Consists of vested ANGI SARs to purchase 1,625,881of: (i) 25,953 shares of ANGIAngi Class A common stock held directly by Ms. Lowrie.

    (14)
    ConsistsZhao and (ii) 18,533 shares of vested ANGI SARs held by these named executivesAngi Class A common stock underlying Angi RSUs vesting in the next sixty days, subject to exercisability restrictions that the Company would be required to waive upon certain terminations of employment or could waive for any reason in its discretion within 60 days of April 27, 2018.

    (15)
    Reflects ANGI holdings beneficially owned by our ten incumbent directors (all of whom are director nominees), three named executive officers who are not directors and Chief Executive Officer of HomeAdvisor International, Jeffrey W. Kip.
    continued service.

    Table of Contents





    DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

    Section 16(a) of the Exchange Act requires the Company'sCompany’s directors, certain of the Company'sCompany’s officers and persons who beneficially own more than 10% of a registered class of the Company'sCompany’s equity securities to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of ANGIAngi Class A common stock and other equity securities of the Company with the SEC. Directors, officers and greater than 10% beneficial owners are required by SEC rules to furnish the Company with copies of all such forms they file. Based solely on a review of the copies of such forms furnished to the Company (and/or available on the SEC’s website) and/or written representations that no additional forms were required, the Company believes that its directors, officers and greater than 10% beneficial owners complied with these filing requirements in 2017.

    2020, except that due to administrative error on the part of the Company (i) late filings to report the vesting of restricted stock unit and the related withholding of shares to cover taxes due in connection with such vesting on September 29, 2020 for each of Mr. Evans, Mses. Zhao, Haas and Welch and (ii) missed filing to report the sale of shares under a 10b5-1 plan for Ms. Hicks Bowman on June 17, 2020.

    33


    CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS


    Review of Related Person Transactions

    The Audit Committee has a formal, written policy that requires an appropriate review of all related person transactions by the Audit Committee, as required by Marketplace Rules governing conflict of interest transactions. For purposes of this policy, consistent with the Marketplace Rules, the terms "related person"“related person” and "transaction"“transaction” are determined by reference to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended ("(“Item 404"404”). During 2017 from and after the Combination,2020, in accordance with this policy, Company management was required to determine whether any proposed transaction, arrangement or relationship with a related person fell within the Item 404 definition of "transaction,"“transaction,” and if so, review such transaction with the Audit Committee. In connection with such determinations, Company management and the Audit Committee consider: (i) the parties to the transaction and the nature of their affiliation with ANGIAngi and the related person, (ii) the dollar amount involved in the transaction, (iii) the material terms of the transaction, including whether the terms of the transaction are ordinary course and/or otherwise negotiated at arms'arms’ length, (iv) whether the transaction is material, on a quantitative and/or qualitative basis, to ANGIAngi and/or the related person and (v) any other facts and circumstances that Company management or the Audit Committee deems appropriate.



    Relationships Involving Significant Stockholders,

    In connection with the Combination, we and IAC entered into certain agreements to govern our relationship following the Combination. These agreementsCombination, which include the following:

    those described below.


    Contribution Agreement. The contribution agreement sets forth the agreements between us and IAC regarding the principal transactions necessary for IAC to separate its HomeAdvisor Business from its other businesses and to cause the HomeAdvisor Business to be transferred to us prior to the Combination, as well as governs certain aspects of our relationship with IAC following the Combination. Under the contribution agreement:Contribution Agreement: (i) we agreed to assume all of the assets and liabilities related to the HomeAdvisor Business and indemnify IAC against any losses arising out of any breach by us of the contribution agreementContribution Agreement or any other transaction-related agreement described below and (ii) IAC agreed to indemnify us against losses arising out of any breach by IAC of the contribution agreementContribution Agreement or any other transaction-related agreement described below.


    Investor Rights Agreement.Under the Investor Rights Agreement, IAC has certain registration, preemptive and governance rights related to us and the shares of our capital stock it holds. The Investor Rights Agreement also provides certain governance rights for the benefit of stockholders other than IAC. For a discussion of governance rights relating to the composition of our Board and Audit Committee, see the disclosure under the captions Information Concerning Director Nominees beginning on page 7, Director Nominations on page 12 and Audit Committee beginning on page 13.


    Table of Contents

    Services Agreement.The Services Agreement currently governs services that IAC has agreed to provide to us through September 29, 2018,2021, with automatic renewal for successive one-yearone (1) year terms, subject to IAC'sIAC’s continued ownership of a majority of the total combined voting power of our voting stock and any subsequent extension(s) or truncation(s) agreed to by us and IAC. Services currently provided to us by IAC pursuant to this agreement include: (i) assistance with certain legal, M&A, finance, risk management, internal audit and treasury functions, health and welfare benefits, information security services and insurance and tax affairs, including assistance with certain public company and unclaimed property reporting obligations; (ii) accounting and controllership services; (iii) investor relations services and (iv) tax compliance services. The scope, nature and extent of services may be changed from time to time as we and IAC may agree.


    For the period following the Combination through December 31, 2017,2020, we were billedcharged approximately $1.7$4.8 million by IAC for services provided pursuant to the Services Agreement. Approximately $0.4 million of this amount remained outstanding at December 31, 2017 and all of it was paid to IAC during the quarter ended March 31, 2018.


    Tax Sharing Agreement.The tax sharing agreementTax Sharing Agreement governs our and IAC'sIAC’s rights, responsibilities and obligations with respect to tax liabilities and benefits, entitlements to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S. federal, state and local and foreign income taxes. Under the tax sharing agreement,Tax Sharing Agreement, we are generally responsible and required to indemnify IAC for: (i) all taxes imposed with respect to any consolidated, combined or unitary tax return of IAC or its subsidiaries that includes us or any of our subsidiaries (to the extent attributable to us or any of our subsidiaries, as determined under the tax sharing agreement) and (ii) all taxes imposed with respect to any consolidated, combined, unitary or separate tax returns of us or our subsidiaries.


    At December 31, 2020, the Company had taxes payable of approximately $0.2 million due to IAC pursuant to the Tax Sharing Agreement.

    Employee Matters Agreement.The employee matters agreementEmployee Matters Agreement addresses certain compensation and benefit issues related to the allocation of liabilities associated with: (i) employment or termination of employment; (ii) employee benefit plans and (iii) equity awards. Under the employee matters agreement,Employee Matters Agreement, our employees participate in IAC'sIAC’s U.S. health and welfare plans,
    34


    401(k) plan and flexible benefits plan and we reimburse IAC for the costs of such participation. In the event IAC no longer retains shares representing at least 80% of the aggregate voting power of shares entitled to vote in the election of ourthe Angi board, of directors, we will no longer participate in IAC'sIAC’s employee benefit plans, but will establish our own employee benefit plans that will be substantially similar to the plans sponsored by IAC.

    In addition, underpursuant to the employee matters agreement,Employee Matters Agreement, we are required to reimburse IAC for the cost of any IAC equity awards held by our current and former employees, with IAC electing to receive payment either in cash or shares of our Class B common stock. This agreement also provides that IAC may require ANGI SARs granted prior the closing of the CombinationPrior Plan Awards and equity awards in our subsidiaries to be settled in either shares of our Class A common stock or IAC common stock. To the extent shares of IAC common stock are issued in settlement of these awards, we are obligated to reimburse IAC for the cost of those shares by issuing shares of our Class A common stock in the case of stock ANGI SARs granted prior to the closing of the CombinationPrior Plan Awards and shares of our Class B common stock in the case of equity awards in our subsidiaries.

            Approximately 0.4 million and 0.7 million


    Pursuant to the Employee Matters Agreement, 289,444 shares of ANGIAngi Class B common stock, and 2,579,264 shares of Angi Class A common stock and 96,031 shares of Angi Class B common stock were issued to IAC pursuant to the employee matters agreement as reimbursement for shares of IAC common stock issued in connection with the exercisesettlement of IACcertain equity awards held by ANGIAngi employees during the period following the Combination through December 31, 20172020 and the quarter ended March 31, 2018,2021, respectively.


    Table

    Lastly, pursuant to the Employee Matters Agreement, in the event of Contentsa distribution of Angi capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S. federal income tax purposes, the Compensation and Human Resources Committee of the IAC board of directors has the exclusive authority to determine the treatment of outstanding IAC equity awards. Such authority includes (but is not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to the distribution into equity awards denominated in shares of our Class A Common Stock, which we would be obligated to assume and which would be dilutive to Angi stockholders.

    Intercompany Notes.Other Agreements. On September 29,We sublease certain office space to IAC in Chicago and New York City and charged IAC approximately $1.8 million of rent for the year ended December 31, 2020. At December 31, 2020, there were outstanding receivables of approximately $0.1 million due from IAC pursuant to the related sublease agreements.


    Relationships Involving Directors

    Employment Agreement with Ms. Hicks Bowman. Pursuant to an employment agreement between the Company and Ms. Hicks Bowman dated as of May 1, 2017, weMs. Hicks Bowman is eligible to receive an annual base salary (for 2020 and IAC entered into the following intercompany notes: (i) an intercompany notecurrently, $500,000), discretionary annual cash bonuses (Ms. Hicks Bowman received $250,000 for her 2020 performance) and such other employee benefits (for 2020, Ms. Hicks Bowman received a 401(k) plan Company match in the amount of $61.5 million, which funds were used$8,250) as may be determined by the Company from time to repaytime.

    Upon a termination of her employment without cause (as defined in her employment agreement) or her resignation for good reason (as defined in her employment agreement), subject to her execution and non-revocation of a release of claims in favor of the Company and compliance with the restrictive covenants set forth in her employment agreement: (i) the Company will continue to pay Ms. Hicks Bowman her annual base salary and provide continued health care coverage (through reimbursement on an after-tax basis of related premiums) for twelve (12) months following such termination or resignation, (ii) all borrowings outstanding underunvested Angi equity awards granted to Ms. Hicks Bowman prior to the Combination will vest as of such date and (iii) any then existing Angie's List creditvested Angi stock options will remain exercisable through the earlier of: (A) eighteen (18) months following such termination or resignation, and (B) the scheduled expiration date of such awards.

    Pursuant to her employment agreement, Ms. Hicks Bowman is bound by covenants not to: (i) compete with Angi businesses during the term of her employment and for twelve (12) months thereafter and (ii) solicit Angi employees or business partners during the term of her employment and for eighteen (18) months thereafter. In addition, Ms. Hicks Bowman has agreed not to use or disclose any confidential information regarding Angi and/or its affiliates.

    The employment agreement provides for an intercompany noteinitial term of one year and provides for automatic renewals for successive one (1) year terms absent written notice from the Company or Ms. Hicks Bowman sixty (60) days prior to the expiration of the then-current term.

    Employment Agreement with Mr. Smith. Pursuant to an employment agreement between the Company and Mr. Smith dated as of August 24, 2017, Mr. Smith received an annual base salary for 2020 of $500,000 and 401(k) plan Company match in the
    35


    amount of $8,250. Mr. Smith resigned from the Board and as Chief Operating Officer of the Company on December 18, 2020 and did not receive a discretionary annual cash bonuses for his 2020 performance. Mr. Smith received separation benefits, including the Company accelerated the vesting of all outstanding unvested Angi equity awards held by Mr. Smith (1,393,613 stock appreciation rights and 816,453 unvested shares of Angi RSUs) and extended the post-termination exercise period for all of his vested Company stock appreciation rights through June 29, 2022.

    Employment Agreement with Mr. Ridenour. Pursuant to an employment agreement between the Company and Mr. Ridenour dated as of August 24, 2017, Mr. Ridenour received an annual base salary for 2020 of $600,000 and 401(k) plan Company match in the amount of $15 million, which amounts were used to fund our working capital needs immediately following$8,250. Mr. Ridenour resigned from the Combination. We repaid both intercompany notes in full in November 2017. In addition, immediatelyBoard and as Chief Executive Officer of the Company on February 24, 2021 and prior to the Combination, we soldsuch resignation received a promissory note due December 31,discretionary annual cash bonus of $700,000 for his 2020 in the amount of €2.4 million ($2.8 million at December 31, 2017) through one of our foreign subsidiaries to a foreign subsidiary of IAC that is not a subsidiary of ANGI.

    Other Arrangements. At December 31, 2017, we had an outstanding payable to IAC in the amount of approximately $2.0 million related primarily to transaction-related costs incurred inperformance. In connection with Mr. Ridenour's resignation from the Combination,Company and in accordance with his employment agreement, all of which was paid to IAC in the quarter ended March 31, 2018.outstanding and unvested awards were forfeited.


    ANNUAL REPORTS

    Upon written request to the Corporate Secretary, ANGI HomeservicesAngi Inc., 140233601 Walnut Street, Suite 700, Denver, West Parkway, Building 64, Golden, Colorado 80401,80205, we will provide without charge to each person solicited a printed copy of our 20172020 Annual Report on Form 10-K, including the financial statements and financial statement schedule filed therewith. Copies are also available on our website,www.angihomservices.comwww.ir.angi.com. . We will furnish requesting stockholders with any exhibit to our 20172020 Annual Report on Form 10-K upon payment of a reasonable fee. By including the foregoing website address, the Company does not intend to and shall not be deemed to incorporate by reference any material contained therein.


    PROPOSALS BY STOCKHOLDERS FOR PRESENTATION AT THE 20192021 ANNUAL MEETING

    Eligible stockholders who intend to have a proposal considered for inclusion in ANGI'sAngi’s proxy materials for presentation at the 20192022 Annual Meeting of Stockholders must submit the proposal to ANGIAngi at its corporate headquarters no later than January 7, 2019, which proposalDecember 28, 2021. Stockholder proposals submitted for inclusion in Angi’s proxy materials must be made in accordance with the provisions of Rule 14a-8 of the Exchange Act. Eligible stockholders who intend to present a proposal or nomination at the 20192021 Annual Meeting of Stockholders without inclusion of the proposal or nomination in ANGI'sAngi’s proxy materials are required to provide notice of such proposal or nomination to ANGIAngi no later than March 25, 2019. ANGI23, 2022. If Angi does not receive notice of the proposal or nomination at its corporate headquarters prior to such date, such proposal or nomination will be considered untimely for purposes of Rules 14a-4 and 14a-5 of the Exchange Act and those Angi officers who have been designated as proxies will accordingly be authorized to exercise discretionary voting authority to vote for or against the proposal or nomination. Angi reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.


    HOUSEHOLDING
    HOUSEHOLDING

    The SEC has adopted rules that permit companies and intermediaries (such as brokers) to send one Notice or one set of printed proxy materials, as applicable, to any household at which two or more stockholders reside if they appear to be members of the same family or have given their written consent (each stockholder continues to receive a separate proxy card). This process, which is commonly referred to as "householding,"“householding,” reduces the number of duplicate copies of materials stockholders receive and reduces printing and mailing costs. Only one Notice or one set of printed proxy materials, as applicable, will be sent to stockholders eligible for householding unless contrary instructions have been provided.

    Once you have received notice that your broker or ANGIAngi will be householding your materials, householding will continue until you are notified otherwise or you revoke your consent. You may request a separate Notice or set of printed proxy materials by sending a written request to ANGIAngi Investor Relations, c/o IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400 or by e-mailingir@angihomeservices.comir@angihomeservices.com. . Upon request, we undertake to deliver such materials promptly.


    If at any time: (i) you no longer wish to participate in householding and would prefer to receive a separate Notice or set of our printed proxy materials, as applicable, or (ii) you and another stockholder sharing the same address wish to participate in householding and prefer to receive one Notice or set of


    Table of Contents

    our printed proxy materials, as applicable, please notify your broker if you hold your shares in street name or ANGIAngi if you are a stockholder of record. You can notify us by sending a written request to ANGIAngi Investor Relations, c/o IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400 or by e-mailingir@angihomeservices.comir@angihomeservices.com.

    .


    NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

    Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 27, 2018.

    This proxy statement and the 20172020 Annual Report on Form 10-K are available athttp://www.proxyvote.com beginning on May 7, 2018..

    Golden, Colorado
    May 7, 2018


    36




    Appendix A

    AUDIT COMMITTEE CHARTER
    ANGI HOMESERVICES INC.


    PURPOSE
    Purpose

    The Audit Committee is appointed by the Board of Directors (the "Board") of ANGI Homeservices Inc. (the "Company"“Company”) (the “Board’) to oversee the accounting and financial reporting processes of the Company and the audits of the Company'sCompany’s financial statements. In that regard, the Audit Committee assists the Board in monitoring: (i)monitoring (1) the integrity of the financial statements of the Company, (ii)(2) the effectiveness of the Company'sCompany’s internal control over financial reporting, (iii)(3) the qualifications and independence of the independent registered public accounting firm (the "independent“independent accounting firm"firm”), (iv)(4) the performance of the Company'sCompany’s internal audit function and independent accounting firm, (v)(5) the Company'sCompany’s risk assessment and risk management policies as they relate to financial and other risk exposures, and (vi)(6) the compliance by the Company with legal and regulatory requirements.


    In fulfilling its purpose, the Audit Committee shall maintain free and open communication between the Committee, the independent accounting firm, the internal auditors and management of the Company.


    COMMITTEE MEMBERSHIP
    Committee Membership

    The Audit Committee shall consist of no fewer than three members. The members of the Audit Committee shall meet the independence and experience requirements of the marketplace rules of the NASDAQ stock market (the "Marketplace Rules"“Marketplace Rules”) and Rule 10A-3(b)(1) ofunder the Securities Exchange Act of 1934 (the "Exchange Act"“Exchange Act”). All members of the Audit Committee shall be able to read and understand fundamental financial statements. No member of the Audit Committee shall have participated in the preparation of the financial statements of the Company in the past three years. These membership requirements shall be subject to exemptions and cure periods permitted by the Marketplace Rules and the rules of the U.S. Securities and Exchange Commission (the "SEC"“SEC”), as in effect from time to time.


    At least one member of the Audit Committee shall be an "audit“audit committee financial expert"expert” as defined by the SEC. The members of the Audit Committee shall be appointed and may be replaced by the Board.


    MEETINGS
    Meetings

    The Audit Committee shall meet as often as it determines necessary but not less frequently than quarterly. The Audit Committee shall have the authority to meet periodically with management, the internal auditors and the independent accounting firm in separate executive sessions, and to have such other direct and independent interaction with such persons from time to time as the members of the Audit Committee deem necessary or appropriate. The Audit Committee may request any officer or employee of the Company or the Company'sCompany’s outside counsel or independent accounting firm to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. Written minutes of Committee meetings shall be maintained.

    COMMITTEE AUTHORITY AND RESPONSIBILITIES

    Committee Responsibilities and Authority

    The Audit Committee shall have the sole authority to appoint, determine funding for, and oversee the independent accounting firm (subject, if applicable, to shareholder ratification). The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent accounting firm (including resolution of disagreements between management and the independent accounting firm regarding financial reporting and/or internal control related matters) for


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    the purpose of preparing or issuing an audit report or related work. The independent accounting firm shall report directly to the Audit Committee.


    The Audit Committee shall pre-approve all auditing services, audit-related services, (includingincluding internal control-related services)services, and permitted non-audit services to be performed for the Company by its independent accounting firm, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees
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    consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit, audit-related and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting.


    The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to conduct investigations into any matters within its scope of responsibility, to obtain advice and assistance from outside legal, accounting, or other advisors, as necessary, to perform its duties and responsibilities, and to otherwise engage and determine funding for independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent accounting firm for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for the Company and to any advisors employed by the Audit Committee, as well as funding for the payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.


    The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.


    In fulfilling its purpose and carrying out its responsibilities, the Audit Committee shall maintain flexibility in its policies and procedures in order to best address changing conditions and a variety of circumstances.circumstances . Accordingly, the Audit Committee'sCommittee’s activities shall not be limited by this Charter.

    Subject to the foregoing, the Audit Committee shall, to the extent it deems necessary or appropriate:


    1.
    review    Review and discuss with management and the independent accounting firm the annual audited financial statements, as well as disclosures made in management's discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company's Form 10-K.


    2.
    review    Review and discuss with management and the independent accounting firm the Company's earnings press releases and the results of the independent accounting firm's review of the quarterly financial statements.


    3.
    discuss    Discuss with management and the independent accounting firm significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including any significant changes in the Company's selection or application of accounting principles.

    4.
    review    Review and discuss with management and the independent accounting firm any major issues as to the adequacy of the Company'sCompany’s internal controls, including any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company'sCompany’s internal controls, any special steps adopted in light of these issues and the adequacy of disclosures about changes in internal control over financial reporting.

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      5.
      review    Review and discuss any material issues raised by or reports from the independent accounting firm, including those relating to:

    (a)
    critical    Critical accounting policies and practices to be used in preparing the Company'sCompany’s financial statements;statements.


    (b)
    alternative    Alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accounting firm; andfirm.


    (c)
    unadjusted    Unadjusted differences and management letters.


    6.
    discuss    Discuss with management the Company'sCompany’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company'sCompany’s risk assessment and risk management policies.


    7.
    discuss    Discuss with the independent accounting firm the matters required to be discussed by PCAOB Auditing Standard No. 16, "Communications“Communications with Audit Committees."


    8.
    periodically    Periodically evaluate the qualifications and performance of the independent accounting firm and the senior members of the audit team, including a review of reports provided by the independent accounting firm relating to its internal quality-control procedures.
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    9.
    obtain    Obtain from the independent accounting firm a formal written statement delineating all relationships between the independent accounting firm and the Company. It is the responsibility of the Audit Committee to actively engage in a dialogue with the independent accounting firm with respect to any disclosed relationships or services that may impact the objectivity and independence of the accounting firm and for purposes of taking, or recommending that the full Board take, appropriate actions to oversee the independence of the outside accounting firm.


    10.
    meet    Meet with the independent accounting firm prior to the audit to discuss the scope, planning and staffing of the audit.


    11.
    review    Review the proposed internal audit annual audit plan and any significant changes to such plan with management,management; review and discuss the progress and any significant results of executing such plan; and receive reports on the status of significant findings, recommendations and responses.


    12.
    obtain    Obtain from the independent accounting firm assurance that Section 10A(b) of the Exchange Act has not been implicated.


    13.
    discuss    Discuss with management, the Company's senior internal auditing executive and the independent accounting firm the Company'sCompany’s and its subsidiaries' compliance with applicable legal requirements and codes of conduct.

    14.
    review    Review all related party transactions in accordance with the Audit Committee'sCommittee’s formal, written policy.


    15.
    establish    Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.


    16.
    discuss    Discuss with management and the independent accounting firm any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company'sCompany’s financial statements or accounting policies.

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      17.
      discuss    Discuss with the Company'sCompany’s General Counsel legal matters that may have a material impact on the financial statements or the Company'sCompany’s compliance policies.


    18.
    furnish    Furnish the Audit Committee report required by the rules of the SEC to be included in the Company'sCompany’s annual proxy statement.


    LIMITATION OF AUDIT COMMITTEE’S ROLE
    Limitation of Audit Committee's Role

    While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company'sCompany’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations or to determine that the Company'sCompany’s internal controls over financial reporting are effective. These are the responsibilities of management and the independent accounting firm. Additionally, the Audit Committee as well as the Board recognizes that members of the Company's management who are responsible for financial management, as well as the independent accounting firm, have more time, knowledge, and detailed information on the Company than do Committee members; consequently, in carrying out its oversight responsibilities, the Audit Committee is not providing any expert or special assurances with respect to the Company'sCompany’s financial statements or any professional certifications as to the independent accounting firm'sfirm’s work.


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    Appendix B

    EXECUTIVE COMPENSATION COMMITTEE CHARTER
    ANGI HOMESERVICES INC.

    Purpose

    Purpose

    The Executive Compensation Committee (the "Committee"“Committee”) is appointed by the Board of Directors (the "Board"“Board”) of ANGI HomeservicesAngi Inc. (the "Company"“Company”) to discharge the Board's responsibilities relating to the compensation of the Company's Chief Executive Officer (the "CEO"“CEO”) and the Company's other "officers," as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”) (collectively, including the CEO, the "Executive Officers"“Executive Officers”). The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company in which the Executive Officers are the exclusive participants and any other compensation plans, policies, and programs of the Company as they may affect the Executive Officers.


    Committee Membership

    The Committee shall consist of no fewer than two members. The members of the Committee shall meet the independence requirements of the NASDAQ Stock Market or other stock market or over-the-counter exchange on which the Company'sCompany’s shares of common stock are then listed (the "Applicable Exchange"“Applicable Exchange”). In addition, all Committee members shall qualify as "outside directors"“outside directors” (within the meaning of the Section 162(m) of the Internal Revenue Code of 1986, as amended (or any successor rule or statute)) and as "non-employee""non- employee" directors within the meaning of Rule 16b-3 under the Exchange Act (or any successor rule or statute). These membership requirements shall be subject to exemptions and cure periods permitted by the rules of the Applicable Exchange and the U.S. Securities and Exchange Commission (the "SEC"“SEC”), as in effect from time to time.


    The members of the Committee shall be appointed by the Board. One member of the Committee shall be appointed as Committee Chairperson by the Board. Committee members may be replaced by the Board at any time, with or without cause.


    Meetings
    Meetings

    The Committee shall meet as often as necessary to carry out its responsibilities. The Committee Chairperson shall preside at each meeting. In the event the Committee Chairperson is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting Chairperson of such meeting. The Committee shall keep minutes of all of its meetings.


    Committee Responsibilities and Authority

    In fulfilling its purpose and carrying out its responsibilities, the Committee shall maintain flexibility in its policies and procedures to best address changing conditions and a variety of circumstances. Accordingly, the Committee's activities shall not be limited by this Charter. Subject to the foregoing, to the extent it deems necessary or appropriate:


    1.
    the Committee shall, at least annually, review and approve the annual base salaries and annual incentive opportunities of the Executive Officers. The CEO shall not be present during any Committee deliberations or voting with respect to his or her compensation.


    2.
    the Committee shall, periodically and as and when appropriate, review and approve the following as they affect the Executive Officers: (i) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (ii) any employment agreements and severance arrangements; (iii) any change-in-control agreements

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        and change-in-control provisions affecting any elements of compensation and benefits; and (iv) any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.


    3.
    the Committee shall review and discuss the Compensation Discussion and Analysis (the "CD&A"“CD&A”) required to be included in the Company's proxy statement and annual report on Form 10-K by the rules and regulations of the SEC) with management and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.

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    4.
    the Committee shall produce the annual Compensation Committee Report for inclusion in the Company's proxy statement in compliance with the rules and regulations promulgated by the SEC.


    5.
    the Committee shall monitor the Company's compliance with the requirements of the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.


    6.
    the Committee shall oversee the Company's compliance with SEC rules and regulations regarding shareholderstockholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under the NASDAQ Stock Market rules (or relevant rules of any other Applicable Exchange) that, with limited exceptions, stockholders approve equity compensation plans.


    7.
    the Committee shall make regular reports to the Board.


    8.
    the Committee shall have the authority, in its sole discretion, to retain and terminate (or obtain the advice of) any advisor to assist it in the performance of its duties, but only after taking into consideration factors relevant to the advisor's independence from management specified in NASDAQ Stock Market Listing Rule 5605(d)(3) (or any comparable rule of the Applicable Exchange). The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any advisor retained by the Committee, and shall have sole authority to approve the advisor's fees and the other terms and conditions of the advisor's retention. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any advisor retained by the Committee.


    9.
    the Committee may form and delegate authority and duties to subcommittees as it deems appropriate.


    10.
    the Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

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      Appendix C

      COMPENSATION COMMITTEE CHARTER
      ANGI HOMESERVICES INC.

      Purpose

      Purpose

      The Compensation Committee (the "Committee"“Committee”) is appointed by the Board of Directors (the "Board"“Board”) of ANGI HomeservicesAngi Inc. (the "Company"(the “Company”) to discharge the Board's responsibilities relating to the compensation matters relating to the Company that are not otherwise discharged by the Company's Executive Compensation Committee.


      Committee Membership

      The Committee shall consist of no fewer than two members.


      The members of the Committee shall be appointed by the Board. One member of the Committee shall be appointed as Committee Chairperson by the Board. Committee members may be replaced by the Board at any time, with or without cause.


      Meetings
      Meetings

      The Committee shall meet as often as necessary to carry out its responsibilities. The Committee Chairperson shall preside at each meeting. In the event the Committee Chairperson is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting Chairperson of such meeting. The Committee shall keep minutes of all of its meetings.


      Committee Responsibilities and Authority

      In fulfilling its purpose and carrying out its responsibilities, the Committee shall maintain flexibility in its policies and procedures to best address changing conditions and a variety of circumstances. Accordingly, the Committee's activities shall not be limited by this Charter. Subject to the foregoing, to the extent it deems necessary or appropriate:


      1.
      the Committee shall, periodically and as and when appropriate, review and approve the following as they affect the employees of the Company (other than the Company'sCompany’s Chief Executive Officer and the Company's other "officers," as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended): (a) incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; and (b) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits.


      2.
      the Committee shall review and discuss the Compensation Discussion and Analysis (the "CD&A"“CD&A”) required to be included in the Company's proxy statement and annual report on Form 10-K by the rules and regulations of the U.S. Securities and Exchange Commission with management.


      3.
      the Committee shall receive periodic reports on the Company's compensation programs as they affect all employees.


      4.
      the Committee shall make regular reports to the Board.


      5.
      the Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee as it deems appropriate.


      6.
      the Committee shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

        VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ANGI HOMESERVICES INC. 14023 DENVER WEST PARKWAY BUILDING 64 GOLDEN, COLORADO 80401 During The Meeting - Go to www.virtualshareholdermeeting.com/ANGI2018 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E47775-P08363 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ANGI HOMESERVICES INC. The Board of Directors recommends that you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. !! ! 1. Election of Directors Nominees: 01) 02) 03) 04) 05) Thomas R. Evans Alesia J. Haas Angela R. Hicks Bowman Joseph Levin Glenn H. Schiffman 06) 07) 08) 09) 10) Mark Stein Christopher Terrill Suzy Welch Gregg Winiarski Yilu Zhao The Board of Directors recommends that you vote FOR proposal 2: For Against Abstain ! 2 Years ! 3 Years ! Abstain 2. To approve a non-binding advisory resolution on executive compensation. The Board of Directors recommends that you vote 3 YEARS on proposal 3: 1 Year ! ! For ! Against ! Abstain 3. To conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation. The Board of Directors recommends that you vote FOR proposal 4: ! ! ! 4. Ratification of the appointment of Ernst & Young LLP as ANGI Homeservices Inc.'s independent registered public accounting firm for 2018. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

        42



        image2a.jpg

        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E47776-P08363 ANGI Homeservices Inc. Annual Meeting of Stockholders June 27, 2018 9:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of ANGI Homeservices Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated May 7, 2018 and hereby appoints each of Joanne Hawkins, Glenn H. Schiffman and Tanya M. Stanich, as proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of ANGI Homeservices Inc. to be held on June 27, 2018, at 9:00 a.m. Eastern Daylight Time, live via the Internet at www.virtualshareholdermeeting.com/ANGI2018, and at any related adjournments or postponements, and to vote all shares of Class A Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED (OR OTHERWISE CONSISTENT WITH THE BOARD'S RECOMMENDATION), AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side

        43




        image3a.jpg

        VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ANGI HOMESERVICES INC. 14023 DENVER WEST PARKWAY BUILDING 64 GOLDEN, COLORADO 80401 During The Meeting - Go to www.virtualshareholdermeeting.com/ANGI2018 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E47777-P08363 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ANGI HOMESERVICES INC. The Board of Directors recommends that you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. !! ! 1. Election of Directors Nominees: 01) 02) 03) 04) 05) Thomas R. Evans Alesia J. Haas Angela R. Hicks Bowman Joseph Levin Glenn H. Schiffman 06) 07) 08) 09) 10) Mark Stein Christopher Terrill Suzy Welch Gregg Winiarski Yilu Zhao The Board of Directors recommends that you vote FOR proposal 2: For Against Abstain ! 2 Years ! 3 Years ! Abstain 2. To approve a non-binding advisory resolution on executive compensation. The Board of Directors recommends that you vote 3 YEARS on proposal 3: 1 Year ! ! For ! Against ! Abstain 3. To conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation. The Board of Directors recommends that you vote FOR proposal 4: ! ! ! 4. Ratification of the appointment of Ernst & Young LLP as ANGI Homeservices Inc.'s independent registered public accounting firm for 2018. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

        44


        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E47778-P08363 ANGI Homeservices Inc. Annual Meeting of Stockholders June 27, 2018 9:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of ANGI Homeservices Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated May 7, 2018 and hereby appoints each of Joanne Hawkins, Glenn H. Schiffman and Tanya M. Stanich, as proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of ANGI Homeservices Inc. to be held on June 27, 2018, at 9:00 a.m. Eastern Daylight Time, live via the Internet at www.virtualshareholdermeeting.com/ANGI2018, and at any related adjournments or postponements, and to vote all shares of Class B Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED (OR OTHERWISE CONSISTENT WITH THE BOARD'S RECOMMENDATION), AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side