You may send a written notice that you are revoking your proxy to Angie’s List’s Corporate Secretary at 1030 E. Washington Street, Indianapolis, Indiana 46202.

You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

the Class I directors are Messrs. Chuang, Lee and Oesterle, and their terms will expire at the annual general meeting of stockholders to be held in 2015;

the Class II directors are Ms. Hicks Bowman and Messrs. Biddinger, Kapner and Krach, and their terms will expire at the annual general meeting of stockholders to be held in 2013; and

the Class III directors are Messrs. Britto and Maurer and Ms. Thronson, and their terms will expire at the annual general meeting of stockholders to be held in 2014.

overseeing management’s maintenance of the reliability and integrity of our accounting policies and financial reporting and our disclosure practices;

overseeing management’s establishment and maintenance of processes to assure that an adequate system of internal control is functioning;

reviewing our annual and quarterly financial statements prior to their filing;

serving as a qualified legal compliance committee to review reports and violations of law; and

appointing and evaluating the independent registered public accounting firm and considering and approving any non-audit services proposed to be performed by the independent registered public accountants.

reviewing key employee compensation policies, plans and programs;

A detailed list of the compensation committee’s functions is included in its charter which is available in the “Corporate Governance” section of our “Investor Relations” website atinvestor.angieslist.com.

The members of our compensation committee are Messrs. Britto, Kapner and Lee, with Mr. Britto serving as the committee’s chair. Messrs. Britto, Kapner and Lee are “independent” as defined under the NASDAQ listing standards. For further information about the compensation committee’s process for determining executive compensation, including the role of the executive officers and the compensation committee’s use of an independent consultant, see the section captioned “Executive Compensation—Compensation Discussion and Analysis” below.

Nominating and Corporate Governance Committee

The primary functions of the nominating and corporate governance committee are:

A detailed list of the nominating and corporate governance committee’s functions is included in its charter which is available in the “Corporate Governance” section of our “Investor Relations” website atinvestor.angieslist.com.

The members of our nominating and corporate governance committee are Messrs. Britto, ChuangMaurer and Krach, with Mr. Krach serving as the committee’s chair. Messrs. Britto, ChuangMaurer and Krach are “independent” as defined under the NASDAQ listing standards.

In recommending candidates for election to the Board, the independent members of the nominating and corporate governance committee consider various criteria, including a candidate’s relevant business skills and experiences, personal and professional integrity, ethics and values;values, experience in corporate management, including serving as an officer or former officer of a publicly heldpublicly-held company, and experience as a board member of another publicly heldpublicly-held company. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

Candidates are identified through a variety of sources, including current and past members of the Board, our officers, individuals personally known by the members of the Board and research. The nominating and corporate governance committee will consider director candidates recommended by stockholders when the recommendations are properly submitted. For a stockholder to make a nomination for election to the Board at an annual meeting, the stockholder must provide notice to us, which notice must be delivered to, or mailed and received at, our principal executive offices not less than 90 days and not more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting;meeting, provided, that if the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, the stockholder’s notice must be delivered, or

mailed and received, no earlier than 120 days and no later than 70 days prior to the date of the annual meeting or the 10th day following the date on which public disclosure of the date of such annual meeting is made. Further updates and supplements to such notice may be required at the times and in the forms required under our bylaws. As set forth in our bylaws, submissions must include for each person whom the stockholder proposes to nominate for election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, including such person’s written consent to be being named in the proxy statement as a nominee and to serving as a director if elected. Our bylaws also specify further requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to make a nomination for director review a copy of our bylaws, as amended and restated to date, a copy of which is available, without charge, from our Secretary at 1030 E. Washington Street, Indianapolis, Indiana 46202.

MeetingsMeetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance

Our Board met eightsix times during the last fiscal year. The audit committee of the Board met eighttwelve times, the compensation committee of the Board met sevenfive times, and the nominating and corporate governance committee of the Board met fivethree times during the last fiscal year. During 2012,2013, each Board member except for Mr. Maurer, attended 75% or more of the aggregate of the meetings of the Board and of the committees on which he or she served. Mr. Maurer attended approximately 70% of the aggregate of the meetings of the Board and Audit Committee. We encourage all of our directors and nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. All of our directors attended our 20122013 Annual Meeting of Stockholders.

StockholderStockholder Communications with the Board of Directors

Should stockholders wish to communicate with the Board or any specified individual directors, such correspondence should be sent to the attention of the Company’s Secretary, at 1030 E. Washington Street, Indianapolis, Indiana 46202. The Company’s Secretary will forward the communication to the Board members.

CompensationCompensation Committee Interlocks and Insider Participation

The members of our compensation committee are Messrs. Britto, Kapner and Lee. None of our executive officers currently serves, or has served during the last completed year, as a member of the board or the compensation committee of any entity that has one or more executive officers serving as a member of our Board or compensation committee.

IndependenceIndependence of the Board of Directors

As required under the NASDAQ Stock Market rules and regulations, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the Board. The Board consults with our counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the NASDAQ listing standards, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent registered public accounting firm, the Board has affirmatively determined that all of our directors are independent directors within the meaning of the applicable NASDAQ listing standards, except for Mr. Oesterle, our current Chief Executive Officer, and Ms. Hicks Bowman, our current Chief Marketing Officer.

As required under the NASDAQ Stock Market rules and regulations, our independent directors meet in independent director sessions at which only independent directors are present. All of the committees of our Board are comprised entirely of directors determined by the Board to be independent within the meaning of the NASDAQ Stock Market rules and regulations.

PROPOSALPROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The audit committee of our Board has engaged Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013,2014 and is seeking ratification of such appointment by our stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements since the fiscal year endingended December 31, 2008. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our bylaws nor other governing documents or law require stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. However, the audit committee is submitting the appointment of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the appointment, the audit committee will reconsider whether or not to retain Ernst & Young LLP. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company and our stockholders.

To be approved, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm must receive a “For” vote from the holders of a majority of the outstanding shares of common stock present in person or represented by proxy and entitled to vote on the proposal. Abstentions and broker non-votes will be counted towards a quorum. Abstentions will have the same effect as an “Against” vote for purposes of determining whether this matter has been approved. Broker non-votes will not be counted for any purpose in determining whether this matter has been approved.

Principal Accountant Fees and Services

The audit committee approved all audit services provided by Ernst & Young LLP during the 20122013 and 20112012 fiscal years. The total fees paid or payable to Ernst & Young LLP for the last two fiscal years are as follows:

Audit Fees

This category includes fees during the 20122013 and 20112012 fiscal years incurred for the audits of our annual consolidated financial statements and the reviews of each of the quarterly consolidated financial statements, services rendered in connection with our Form S-1 and Form S-8, related to our initial public and follow-on offerings, comfort letter, consents and other matters related to the SEC.SEC, our current year acquisition of SmartHabitat, Inc. (“BrightNest”), and assessment of the impact of change management in our general IT controls.

Audit-Related Fees

This category includes fees associated with procedures related to quantifying the company’s sales and use tax expense exposures.

Tax Fees

For the fiscal years ended December 31, 2013 and 2012, there were no fees billed by Ernst & Young LLP for audit-related fees.

Tax Fees

For the fiscal years ended December 31, 2013 and 2011,2012, there were no fees billed by Ernst & Young LLP for tax fees.

All Other Fees

This category includes fees associated with procedures performed with respect to a Section 382 tax study. For the fiscal yearsyear ended December 31, 2012, and 2011, there were no fees billed by Ernst & Young LLP for any other professional services.

Pre-Approval Policies and Procedures

The audit committee pre-approves all audit and non-audit services provided by its independent registered public accounting firm. The audit committee annually reviews the audit and permissible non-audit services performed by its independent registered public accounting firm and reviews and approves the fees charged by such accounting firm. This policy is set forth in our company’sCompany’s charter of the audit committee and available on our website.

The audit committee considered whether the non-audit services rendered by Ernst & Young LLP were compatible with maintaining Ernst & Young LLP’s independence as the independent registered public accounting firm of our consolidated financial statements and concluded that they were.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE

APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013.2014.

PROPOSALPROPOSAL NO. 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by the SEC’s proxy rules, the Company is providing stockholders with the opportunity to cast an advisory (non-binding) vote on compensation programs for our named executive officers (sometimes referred to as “say on pay”). Accordingly, you may vote on the following resolution at the Annual Meeting:

“Resolved, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in this Proxy Statement.”

To be approved, this proposal must receive a “For” vote from the holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the proposal. Although this advisory vote on executive compensation is nonbinding, the Board and the compensation committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.

As described in detail under the section captioned “Executive Compensation—Compensation Discussion and Analysis,” our compensation programs are designed to motivate our executives to create a successful company. We believe that our compensation program, with its balance of short-term incentives (including base salary and performance bonuses) and long-term incentives (including equity awards) reward sustained performance that is aligned with long-term stockholder interests. Stockholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN

ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS

DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, THE ACCOMPANYING

COMPENSATION TABLES AND THE RELATED NARRATIVE DISCLOSURE.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurityOwnership of Certain Beneficial Owners and Management

The following table presents information as to the beneficial ownership of our common stock as of February 15, 201314, 2014 for:

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of February 15, 2013,14, 2014, are deemed to be outstanding and to be beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentage ownership of our common stock in the table is based on 57,944,18658,495,845 shares of our common stock issued and outstanding on February 15, 2013.14, 2014. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Angie’s List, Inc., 1030 E. Washington Street, Indianapolis, Indiana, 46202.

*	Represents beneficial ownership of less than one percent (1%) of the outstanding common stock.

(12) (15)

Consists solely of Includes stock options to purchase 254,10032,295 shares of our common stock currently exercisable or exercisable within 60 days.

Hedging and Margin Policy and Related Matters

Anti-Hedging/Margin Policy

Our insider trading policy prohibits:

Angie’s List Workers include company employees, officers, directors and contractors of Angie’s List and its subsidiaries. The policy does not extend to affiliates of Angie’s List Workers.

Pledging by an Affiliate of Certain Directors

As of the date of this proxy statement TRI Investments LLC (“TRI”), an affiliate of Messrs. Chuang and Kapner, owned 11,634,440 shares of our common stock, of which 5,600,000 were pledged to secure indebtedness. These pledges were established for the purpose of securing favorable credit terms to fund capital improvements and working capital needs for Aquent LLC, a leading global marketing firm owned by TRI. Specifically:

The pledged shares represent 48.0% of TRI’s position in our shares and 9.6% of our outstanding shares and are valued at approximately $73.0 million, as of March 20, 2014. However, the value of the facilities secured by the pledge is only $20.0 million, which represents only 13.2% of TRI’s position in our shares and only 2.8% of our market capitalization as of March 20, 2014.

The pledges are not made by the directors themselves, but by their corporate affiliate, TRI, an investment holding vehicle controlled by Messrs. Chuang and Kapner. The borrowed funds to which the pledges relate were obtained to support Aquent’s business needs. Aquent is a 28-year old operating business entity with assets and cash-flows independent of the pledged shares. The borrowed funds do not directly benefit Mr. Chuang or Mr. Kapner, and TRI’s pledging arrangements do not shift or hedge any economic risk or secure a bet against our shares. Messrs. Chuang and Kapner have advised us that they firmly believe in our prospects and that their affiliate’s pledging arrangements align with their strong desire to continue to hold our shares rather than sell. TRI has committed to use reasonable efforts to reduce the number of shares pledged over time.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock on Forms 3, 4, and 5. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. As a matter of practice, we generally assist our executive officers and certain directors in preparing initial ownership reports and reporting ownership changes and we typically file these reports on their behalf.

Based solely on the Company’s review of the copies of Section 16(a) forms it has received and written representations from certain reporting persons that no other reports were required, the Company believes that all of its executive officers, directors, and greater than 10% stockholders have timely complied with all of the filing requirements applicable to them with respect to transactions during fiscal 2012,2013, except for Mr. Maurer, whothat a Form 4 was filed one day and two days late, inrespectively, for each of Messrs. Oesterle and former Chief Technology Officer Manu Thapar, each reporting one transaction on a Form 4.

DIRECTORDIRECTOR COMPENSATION

During 2012,2013, our non-employee directors received the following annual compensation:

In addition, we reimburse our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of the Board and committees of the Board.

All non-employee directors receive cash compensation paid quarterly for service as set forth in the table above for services performed. At a February 2014 meeting, the Compensation Committee reviewed a report by Compensia, Inc. (“Compensia”), a national compensation consulting firm, which analyzed publicly available non-employee director compensation data aggregated for a peer group of companies. The Compensation Committee determined that we provided significantly lower equity compensation to non-employee directors than our 2013peers. Pursuant to Compensia’s analysis and at the recommendation of management, the Compensation Committee increased the annual equity grant amount to $130,000 to enable us to continue to recruit and retain highly qualified directors. At our 2014 annual stockholders’ meeting, non-employee directors will receive the equity grant set forth in the table aboveof $130,000 in the form of stock options (with the number of shares calculated based on the then-grant date fair value of the option), which will vest quarterly and will be fully vested one year from the grant date. However, Mr. Krach will not receive any cash or equity compensation as a non-employee director until our 2014 annual stockholders’ meeting.

20122013 Director Compensation

The following table sets forth information concerning the compensation of the Company’s non-employee directors during 2012.2013. Mr. Oesterle and Ms. Hicks Bowman do not receive separate compensation for their service on the Board. See “Executive Compensation—Compensation Discussion and Analysis—Stock Ownership Guidelines” for a description of our policies regarding stock ownership by directors and no hedging by directors.

financial statements includedincludes in our Annual Report on Form 10-K for the year ended December 31, 2012.2013. There can be no assurance that awards will vest or will be exercised, or that the value upon exercise will approximate the aggregate grant date fair value.

At December 31, 2012, each of our non-employee directors held options to purchase the following number of shares of common stock (whether vested or unvested): Biddinger, 22,571 shares; Britto, 27,195 shares; Chuang, 10,571 shares; Kapner, 10,571 shares; Krach, 508,200 shares; Lee, 10,571 shares; Maurer, 12,042 shares; and Thronson, 7,987 shares.

EXECUTIVEEXECUTIVE COMPENSATION

CompensationCompensation Discussion and Analysis

This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the “2012“2013 Summary Compensation Table” and the most important factors relevant to an analysis of these policies and decisions. These “named executive officers” for 20122013 are William S. Oesterle, our Chief Executive Officer; Thomas R. Fox, our Chief Financial Officer; J. Mark Howell, our Chief Operating Officer; Patrick D. Brady, our President of Marketplace; and Michael D. Rutz, our Executive Vice President of Sales. The table also includes compensation data for Robert R. Millard, our Chief Financial Officer; Angela Hicks Bowman, our Chief Marketing Officer; Manu Thapar, our Chief Technology Officer; and Michael Rutz, our Vice President of Sales. On March 14, 2013, we announced that Robert R. Millard will step down asformer Chief Financial Officer, effective April 1, 2013. We also announced the appointment ofand Charles Hundt, our Controller, who served as our interim Chief Financial Officer from April 1, 2013 through the appointment of Mr. Millard’s successor. However, since Mr. Hundt was not an executive officer during 2012, he is not a named executive officer for 2012.Fox on September 24, 2013, as required by applicable rules of the Securities and Exchange Commission.

Executive Compensation Overview

We recognize that the ability to excel depends on the integrity, knowledge, imagination, skill, diversity and teamwork of our employees. To this end, we strive to create an environment of mutual respect, encouragement and teamwork that rewards commitment and performance and that is responsive to the needs of our employees. The principles and objectives of our compensation and benefits programs for our employees generally, and for our named executive officers specifically, are to:

Most of our compensation components simultaneously fulfill one or more of these principles and objectives. As further described below, the primary components are (1) base salary, (2) performance bonuses and (3) equity incentives. We also offer limited other types of employee benefits as described below. We view each component of executive compensation as related but distinct, and we also review total compensation of our executive officers to ensure that our overall compensation objectives are met. We determine the appropriate level for each compensation component based in part, but not exclusively, on our understanding of the market for executive talent based on the experience of members of our compensation committee and consistent with our recruiting and retention goals, our view of internal equity and consistency, the length of service of our executives, our overall performance and other considerations we deem relevant.

We believe that becauseas the achievement of our business and financial objectives will be reflected in the value of our equity, our executive officers will be incentivized to achieve these objectives when a portion of their compensation is tied to the value of our equity. To this end, we use equity awards (in particular, stock options) as a significant component of compensation because we believe that this is an effective way to tie individual compensation to the creation of stockholder value. We believe stock-based compensation is a significant motivator in attracting employees for Internet-related and other technology companies.

We have not adopted any formal policies for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. Instead, our compensation programs are designed to be flexible and complementary and to collectively serve all of the executive compensation objectives described above.

Stockholder Advisory Vote on Executive Compensation

At our 20122013 Annual Meeting of Stockholders, our stockholders voted on a non-binding advisory votes (i)vote to approve the compensation of our named executive officers and (ii) in favor of having a non-binding stockholder vote on executive compensation once every year.officers. The compensation committee reviewed the results of the stockholders’ advisory votes on compensation of our named executive officers and frequency of the advisory vote on compensation of our named executive officers. In light of the approval by aA substantial majority of our stockholders of the compensation programs described in our 2012 proxy statement (representing 96.5%99.79% of the shares represented in person or by proxy at the meeting and entitled to vote), approved the compensation programs described in our 2013 proxy statement. The compensation committee did not implement changes to our executive compensation programs as a result of the stockholders’ advisory vote. The compensation for each of our named executive officers for fiscal year 2012 reflects the continued improvements in each individual’s performance and the changes regarding our financial and operating performance. Additionally, in light of the results of the frequency of advisory vote on compensation of our named executive officers, the Board decided to adoptadopted an annual non-binding stockholder advisory vote on executive compensation.

Compensation Determination Process

In determining the appropriate level of total compensation for our named executive officers, the compensation committee reviews and considers our corporate performance along with the performance of each named executive officer. The compensation committee also evaluates comparative compensation data, which includes salary, equity and other compensation components from a peer group of companies. The Chief Executive Officer typically makes recommendations to the compensation committee regarding compensation for each named executive officer other than himself. The compensation committee reviews and discusses the information and determines the compensation for each named executive officer, including the Chief Executive Officer, as it deems appropriate.

We strive to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. Any apportionment goal is not applied rigidly and does not control our compensation decisions, and our compensation committee does not have formal policies for allocating compensation between long-term and short-term compensation or cash and non-cash compensation. Our mix of compensation elements is designed to reward recent resultsincentivize specific operational improvements on a year-over-year basis and motivate long-term performance through a combination of cash and equity incentive awards. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our named executive officers to deliver superior performance and retain them to continue their careers with us on a cost-effective basis.

In determining executive compensation for 2012,2013, our compensation committee engaged Mercer ConsultingCompensia, Inc., a national compensation consulting firm (“Compensia”), to review publicly available compensation data aggregated for a peer group of companies’ pay levels, using compensation data from Standard & Poor’s Research Insight. This comparative data is valuable in that it provides insight into ranges and components of total compensation as well as confirms the reasonableness of our own compensation decisions. The peer group reviewed and approved by the committee in its December 2011 compensation review consisted of technology companies with market capitalizations similar to ours and included:

The compensation committee reviewed the independence of Mercer ConsultingCompensia and determined that there were no conflicts of interest.

The Chief Executive Officer’s compensation is determined by the compensation committee in executive session without the presence of the Chief Executive Officer. As a result of our compensation committee’s assessment of the Chief Executive Officer’s roles and responsibilities within our company, particularly since we completed our initial public offering process (which required significant public efforts and responsibilities for our Chief Executive Officer), there is a significant difference between his compensation levels and those of our other named executive officers.

Base Salaries

In general, base salaries for our named executive officers are initially established through arm’s-length negotiation at the time the executive is hired, taking into account such executive’s qualifications, experience and prior salary.

Our aim is to offer base salaries that are cost-effective while also remaining competitive for the retention and recruitment of talented executives. Adjustments to base salaries for continuing executive officers are based on the scope of a named executive officer’s responsibilities, individual contribution, and sustained performance.performance, together with information regarding market practice. Base salaries for newly hired executive officers generally are established through arm’s-length negotiation at the time the executive is hired, taking into account such executive’s qualifications, experience and prior salary, utilizing information provided by Compensia as to market practice and our peer group’s compensation. Base salaries are also reviewed in the case of promotions or other significant changes in responsibility. No formulaic base salary increases are provided to our named executive officers. This strategy is consistent with our intent of offering base salaries that are cost-effective while remaining competitive.

In approving salaries for 2012, we continued our philosophy with keeping salary levels substantially comparable among executive officers, except that our

Our Chief Executive Officer has the highest salary because of his role as head of our companyCompany with the highest level of responsibilities. Other differences in salary reflect different roles – inroles. In particular, Mr. Rutz, our Executive Vice President of Sales, had a salary is lower than that of other named executive officers because his cash compensation iswas weighted to commissions.incentive compensation due to his role in sales. For the executives’ total compensation, the intended goal for continuing named executive officers was to be at approximately the 50th percentile for compensation of the peer group of companies set forth above. Compensation committee members reviewed the proposed executive officers’ salaries. Based primarily on Mercer’s compensationCompensia’s market analysis of the Company’s executives, the compensation committee increased Vice Presidentsalaries for Messrs. Rutz and Oesterle. However, in connection with our newly hired named executive officers, Messrs. Fox, Brady and Howell, the compensation committee focused more on the executives’ past experience, what was needed to encourage them to join our Company, their compensation at their prior jobs, and the strategic importance of Sales Mike Rutz’s salary bytheir positions. Compensation committee members approved the highest percentage. The other executives received a standard 2% increase.following annualized base salaries for each of these newly hired executive officers: Mr. Howell, $380,000; Mr. Brady, $380,000; and Mr. Fox, $300,000.

The actual base salaries paid to all of our named executive officers during fiscal 20122013 are set forth in the “2012“2013 Summary Compensation Table.”

20122013 Cash Bonuses

For 2012,2013, our cash bonus program for named executive officers was intended to align their cash compensation opportunities with our corporate goals. The compensation committee approved payout of bonuses on an annual basis to encourage sustained business results over the year. The exception was for Mr. Rutz, who because he is in sales, iswas paid on a quarterly basis consistent with our sales commission plans.other employees in sales. The actual cash bonuses paid to our named executive officers for fiscal 20122013 performance are set forth in the “2012“2013 Summary Compensation Table.”

Chief Executive Officer Bonus. Our Chief Executive Officer had an annual target bonus payout of $300,320$347,920 (representing 80% of his salary) for the year. The compensation committee determined his actual bonus by considering the results for our performance metrics listed belowgoals and the compensation committee’s own subjective assessment of bothweights described below. For the financial metrics and other factors considered important. In considering our performance metrics, the compensation committee gave equal weightingestablished thresholds, target and maximum goals, whereby attainment would produce 50%, 100% and 150% achievement of the bonus portion allocated to each of the following metrics (which were also used for a portion of the other named executive officers’ bonuses as described below) and at the end of the year made determinations as to achievement:metric, respectively, with intermediary results determined by mathematic interpolation.

As a result,

Based on the above weightings and achievement levels, the compensation committee determined that our average performance was above target and approved a bonus payout for corporate performance equal to 113%108% of target. Mr. Oesterle’s bonus was solely based on the above corporate targets and so he received a bonus of $339,194.target, or $374,084.

Other named executive officers’ bonuses. Each other named executive officer received bonus amounts, generally with 50% of their bonus tied to the corporatesame performance metrics (which,metric weightings as described above were determined to be achieved above target)for Mr. Oesterle (that is, 40% company value index, 40% cash liquidity and 20% overall performance), but with some difference in weightingexcept for Mr. Rutz and Mr. Fox as a result of the individual’s responsibilities and the remainder dependent on the achievement of the following specific performance objectives:described below.

Long-Term Equity Incentives

The primary goal of our long-term, equity-based incentive awards is to align the interests of our named executive officers with the interests of our stockholders. Because vesting is based on continued employment, our equity-based incentives also encourage the retention of our named executive officers through the vesting period of the awards. We have granted equity awards to executive officers and other key personnel to incentivize them to increase the value of our stock and thereby align their interests with those of our stockholders. We have granted both stock options, which permit the employee to exercise the option at a fixed price (the fair market value of the stock on the grant date) in the future, and, in limited circumstances, restricted stock awards, which do not have an exercise price.

The compensation committee or Board determines the size and type of equity awards, taking into account the recommendations of our Chief Executive Officer (for executive officers other than himself), and also determines the vesting schedule of equity awards. To date, the amount of our equity grants has not been based on a specific formula or targeted a specific percentile within a peer group, but rather was based on a combination of the compensation committee’s subjective judgment about the appropriate level of compensation for the executive given both individual responsibilities and length of service, dilution considerations and the negotiation process with the individual. During 2012,2013, the following determinations were made in granting stock options to our named executive officers:

For 2012, we used stock options as the primary incentive vehicles for long-term compensation. We believe that stock options are an effective tool for meeting our compensation goal of increasing long-term stockholder value by tyingwas important, and stock options would directly tie the value of the stock options to our future stock price performance. Because named executive officers are able to profit from stock options only if our stock price increases relative to the stock option’s exercise price, we believe stock options provide meaningful incentives to named executive officers to achieve increases in the value of our stock over time.

Typically, we grant

The stock options thatgranted to our named executive officers in 2013 vest over four years, which we believe offers long-term retentive value, except that periodically our compensation committee may grant equity awards with different vesting schedules.value.

Stock Ownership Guidelines

The Board believes that our directors and executive officers should own and hold our common stock to further align their interests with the interests of our stockholders and to further promote our commitment to sound corporate governance. Therefore, in August 2011, the Board adopted the following minimum stock ownership guidelines applicable for our executive officers and non-employee directors:

•

Director Guidelines. Directors of Angie’s List are expected to accumulate 15,000 shares of Angie’s List common stock within five years of the adoption of these guidelines or within three years of his or her first appointment to the Board.

All of our executive officers and directors either meet these guidelines or are expected to meet the guidelines within the time period specified.

Additionally, all of our executive officers and directors are prohibited from entering into hedging transactions in respect of our common stock or other securities issued by us.

Retirement and other benefitsOther Benefits

Our named executive officers are eligible to participate in our employee benefit plans provided for other personnel. These benefits include a 401(k) plan, group health insurance, and short- and long-term disability insurance. Currently, we contribute up to 3% of total salary (which includes base salary, bonuses, and commissions, where applicable) to the 401(k) toplan for all eligible employees.

Some of our named executive officers have agreements that would provide severance benefits on specified involuntary terminations of employment. The terms and estimated amounts of these benefits are described below under “Potential Payments upon Termination and Change in Control.” Most of these arrangements were negotiated when the applicable named executive officer was hired and had terms that we believed were reasonably necessary to hire and retain these individuals in our market for executive talent. We have granted equity awards to our named executive officers that provide for accelerated vesting of equity upon a future change in control, as further described under “Potential Payments upon Termination and Change in Control.” We believe these provisions are reasonable because the possibility of a change in control could cause uncertainty among executive officers and concern over potential loss of equity awards (which has been a significant component of their potential compensation) and, therefore, could result in their departure or distraction to the detriment of our companyCompany and our stockholders.

Tax Considerations

We do not require executive compensation to be tax deductible for our company,Company, but instead balance the cost and benefits of tax deductibility to comply with our executive compensation goals. Section 162(m) disallows a tax deduction for any publicly heldpublicly-held corporation for individual compensation exceeding $1.0 million in any taxable year for our Chief Executive Officer and each of the other named executive officers (other than our Chief Financial Officer), unless compensation is performance-based. In approving the amount and form of compensation for our executive officers in the future, our compensation committee expects to consider all elements of the cost to our companyCompany of providing such compensation, and so it may consider the potential impact of Section 162(m). However, our compensation committee may, in its judgment, authorize compensation payments that are not exempt from Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

20132012 Summary Compensation Table

The following table sets forth information concerning the compensation of William S. Oesterle, our Chief Executive Officer, Robert Millard,Officer; Thomas R. Fox, our Chief Financial Officer,Officer; Robert R. Millard, our former Chief Financial Officer; Charles Hundt, our Controller and former interim Chief Financial Officer; and the three other most highly compensated executive officers for 2012.2013. We refer to these officers in this proxy statement as our “named executive officers”.officers.”

(6)	Represents (i) $7,500 in 401(k) matching contributions, (ii) $4,173$875 for medical, dental, long-term disability and visionbasic life insurance premiums and health savings account contributions and (ii) $93,456 for relocation expenses paid by us and (iii) $100 fringe compensation.us.

GrantsGrants of Plan-Based Awards

The following table sets forth information concerning grants of plan-based awards made to our named executive officers during 2012.2013.