Form 8-K - Current report
February 18 2025 - 3:28PM
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2025-02-18
2025-02-18
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 18, 2025
Angi Inc.
(Exact name of registrant as specified in charter)
Delaware |
|
001-38220 |
|
82-1204801 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
3601
Walnut Street, Suite 700
Denver,
CO |
|
80205 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (303) 963-7200
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Class
A Common Stock, par value $0.001 |
ANGI |
The
Nasdaq
Stock Market LLC
(Nasdaq Global Select Market) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 18, 2025, Angi
Inc. (the “Company” or “ANGI”) announced the leadership changes described below.
Departure of Chief Technology
Officer
On February 18, 2025, Kulesh
Shanmugasundaram, Chief Technology Officer of the Company, informed the Company that he will resign from his role, effective as of March
31, 2025 (the “Separation Date”). In order to facilitate a smooth transition of his duties and responsibilities, ANGI and
Mr. Shanmugasundaram entered into a Transition Agreement, dated as of February 18, 2025 (the “Transition Agreement”), pursuant
to which Mr. Shanmugasundaram has agreed to serve in his role through the Separation Date.
Pursuant
to the Transition Agreement, the Company and Mr. Shanmugasundaram have agreed that subject to Mr. Shanmugasundaram’s continued
service and compliance with the terms of the Transition Agreement through the Separation Date, he shall continue to receive his current
base salary ($500,000 per annum, the “Base Salary”) and health and welfare benefits, as well as receive a cash bonus in respect
of his performance for the 2024 fiscal year in the amount of $210,000.
In addition, subject to his continued service through the
Separation Date, his execution, non-revocation and delivery to ANGI of a full release and his continued compliance with the terms of
the Transition Agreement: (i) Mr. Shanmugasundaram shall continue to receive his Base Salary through March 31, 2026 (subject to offset
for any amounts earned from other employment during such period) and health and welfare benefits (through reimbursement on an after-tax
basis of related premiums) through March 31, 2026 (or until he becomes eligible for coverage through another employer) and (ii) he shall
be entitled to the accelerated vesting of certain ANGI restricted stock units (specifically, 200,000 shares from a March 2023 award and
187,500 shares from a March 2024 award, in each case, that would have otherwise vested in March of 2026).
The above summary is qualified
in its entirety by reference to the Transition Agreement, a copy of which will be filed with the Company’s quarterly report on Form
10-Q for the quarter ended March 31, 2025.
Transition of Chief Product Officer
On February 18, 2025, David
Fleischman will transition from his current role as Chief Product Officer, effective as of the Effective Date, to serve as Chief Experience
Officer of the Company. Following this transition, Mr. Fleischman will cease to be an executive officer of ANGI (as defined under the
rules and regulations promulgated by the SEC).
Appointment of Chief
Product Officer
On February 18, 2025, the
Company announced that Kris Boon, age 39, was appointed Chief Product Officer of the Company, effective as of March 31, 2025. Prior to
this appointment, Mr. Boon served as Chief Product and Technology Officer of the Company’s international business from April 2019.
Mr. Boon previously served as a Director of Business Development at the Company’s Werkspot brand from December 2014 until
April 2019. Prior to joining the Company, Mr. Boon worked at Sanoma, a European media company, in various product management and business
development roles, from May 2008 until October 2014. Prior to assuming these roles, Mr. Boon co-founded InsideGamer BV, a Dutch gaming
website, in February 2004 and served as its co-Chief Executive Officer until its purchase by Sanoma in April of 2008.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description |
|
|
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
Angi Inc. |
|
|
Dated: February 18, 2025 |
By: |
/s/ Andrew Russakoff |
|
|
Andrew Russakoff |
|
|
Chief Financial Officer |
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