Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

CompensatoryArrangements of Chief Financial Officer and Chief Operating Officer





Effective as of June 9, 2022, the Compensation and Human Resources Committee
(the "Committee") of the Board of Directors (the "Board") of Match Group, Inc.
("Match Group" or the "Company") approved, and the Company entered into, an
amended and restated employment agreement (the "Employment Agreement") with Gary
Swidler, the Company's Chief Financial Officer and Chief Operating Officer. The
Employment Agreement amends and restates the prior employment agreement between
the Company and Mr. Swidler, dated as of August 8, 2018 (and amended on March 1,
2020) in its entirety, the material revisions of which are described below.
Unless otherwise specified, capitalized terms used but not defined below shall
have the meanings set forth in the Employment Agreement.



The Employment Agreement, as amended and restated, memorializes Mr. Swidler's
current annual base salary of $675,000 and provides that, following the
effective date, Mr. Swidler will receive (i) Company restricted stock units with
a value at grant of approximately $3,000,000, vesting in full on the third
anniversary of the grant date, subject to Mr. Swidler's continued employment;
and (ii) Company performance stock units with a target value at grant of
approximately $4,000,000, vesting in full after three years based on Mr.
Swidler's continued employment and the attainment of performance goals set forth
in the applicable award agreement (such awards, together, the "Special Awards").



Under the Employment Agreement, as amended and restated, all outstanding Company
equity or equity-based awards held by Mr. Swidler that vest solely based on the
passage of time, excluding the restricted stock units portion of the Special
Awards (the "Time Vesting Awards"), as well as Mr. Swidler's 2022 annual bonus
opportunity, are eligible to vest as follows:

(a) Subject to Mr. Swidler's Continued Employment through August 31, 2022:

(x) all Time Vesting Awards that are eligible to vest during 2023 will fully

vest on an accelerated basis on August 31, 2022; and (y) the Company will pay

Mr. Swidler a 2022 annual bonus (the "2022 Bonus") in the amount of
     $1,000,000 in a lump-sum payment on or prior to January 31, 2023; and

(b) Subject to Mr. Swidler's Continued Employment through December 31, 2022:

(x) all then-unvested Time Vesting Awards will fully vest on an accelerated

basis on December 31, 2022; and (y) the Company will pay Mr. Swidler the 2022


     Bonus as provided above in an amount equal to $2,000,000 (rather than
     $1,000,000).

This description is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 8, 2022, Match Group held its annual meeting of stockholders. Stockholders present in person or by proxy, representing 254,599,772 shares of Match Group common stock voted on the following matters:





1.      Election of Directors - Stockholders elected the following three
directors of Match Group, each to hold office for a three-year term ending on
the date of the annual meeting of Match Group's stockholders in 2025 or until
such director's successor shall have been duly elected and qualified (or, if
earlier, such director's removal or resignation from the Board). Stockholders
eligible to vote voted as follows:



                                                           Number of Votes Cast in Favor   Number of Votes Cast Against   Number of Votes Abstaining
Stephen Bailey                                                      232,090,060                     9,665,949                      105,827
Melissa Brenner                                                     230,867,000                     10,896,413                      98,423
Alan G. Spoon                                                       212,966,203                     28,781,122                     114,511

In addition to the votes cast and abstentions for each director nominee described above, there were 12,737,936 broker non-votes with respect to each director nominee.












2.      The Say on Pay Proposal - Stockholders approved, on an advisory basis,
the compensation paid to Match Group's named executive officers for the fiscal
year ended December 31, 2021. Stockholders eligible to vote voted as follows:



Number of Votes Cast in Favor   Number of Votes Cast Against   Number of Votes Abstaining
         235,100,226                     6,603,055                      158,555

In addition to the votes cast and abstentions described above, there were 12,737,936 broker non-votes with respect to the Say on Pay Proposal.

3. The Frequency of Say on Pay Proposal - Stockholders approved, on an advisory basis, to hold future stockholder advisory votes on executive compensation every year. Stockholders eligible to vote voted as follows:

One Year Two Years Three Years Number of Votes Abstaining 239,859,313 43,726 1,846,681

             112,116




In addition to the votes cast and abstentions described above, there were
12,737,936 broker non-votes with respect to the Frequency of Say on Pay
Proposal. Based on these results, and consistent with the Board's
recommendation, future stockholder advisory votes on executive compensation will
occur every year. Accordingly, the next stockholder advisory vote on executive
compensation is scheduled to be held at the annual meeting of Match Group's
stockholders in 2023. The next required stockholder advisory vote regarding the
frequency interval is scheduled to be held in six years at the annual meeting of
Match Group's stockholders in 2028.



4.      The Auditor Ratification Proposal - Stockholders ratified the
appointment of Ernst & Young LLP as Match Group's independent registered public
accounting firm for the 2022 fiscal year. Stockholders eligible to vote voted as
follows:



Number of Votes Cast in Favor   Number of Votes Cast Against   Number of Votes Abstaining
         246,108,219                     8,408,461                       83,092

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
 Number                                Description
  10.1     Amended and Restated Employment Agreement, dated as of June 9, 2022,
         between Match Group, Inc. and Gary Swidler

  104    Inline XBRL for the cover page of this Current Report on Form 8-K

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