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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 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Vimeo, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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April 9, 2024

Dear Fellow Stockholders,

You are invited to attend Vimeo’s Annual Meeting of Stockholders on Tuesday, May 21, 2024, at 10:00 AM Eastern Time.

This year’s Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VMEO2024. 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 this year’s Annual Meeting, you will be asked to vote on the election of directors, the ratification of the appointment of Ernst & Young LLP as Vimeo’s independent registered public accounting firm for 2024, and an amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Vimeo as permitted pursuant to recent amendments to the Delaware General Corporation Law. We will also hold a non-binding advisory vote on the compensation of our named executive officers (“NEOs”), as disclosed in this proxy statement. Finally, we will transact such other business as may properly come before the meeting, and stockholders will have an opportunity to ask questions. Our Board of Directors believes that the proposals being submitted for stockholder approval are in the best interests of Vimeo and its stockholders and recommends a vote consistent with the Board’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, please take the time to vote online, by telephone, or, if you received a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote.

Sincerely,

Glenn Schiffman
Chairman of the Board

330 WEST 34TH STREET 5TH FLOOR NEW YORK, NEW YORK 10001
212-524-8791
www.vimeo.com

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Notice of 2024 Annual Meeting of Stockholders

Vimeo, Inc.
330 West 34th Street
5th Floor
New York, New York 10001

Dear Stockholders:

Vimeo, Inc. (“Vimeo” or the “Company”) is first making this proxy statement and accompanying forms of proxy available to holders of our common stock and Class B common stock on or about April 9, 2024 in connection with the solicitation of proxies by Vimeo’s Board of Directors (the “Board”) for use at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, May 21, 2024 at 10:00 a.m. Eastern Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VMEO2024. At the Annual Meeting, stockholders will be asked:

				to elect the eight Board nominees named in the accompanying proxy statement, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from Vimeo’s Board);
				to ratify the appointment of Ernst & Young LLP as Vimeo’s independent registered public accounting firm for the 2024 fiscal year;
				to approve an amendment to the Amended and Restated Certificate of Incorporation of Vimeo, Inc. (the “Charter”) to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law;
				to hold a non-binding advisory vote on the compensation of our named executive officers (the “say on pay” vote); and
				to transact such other business as may properly come before the meeting and any related adjournments or postponements.

Vimeo’s Board has set March 25, 2024 as the record date for the Annual Meeting. This means that holders of record of Vimeo’s common stock and holders of record of our Class B common stock (collectively, “Vimeo capital 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.

As permitted by applicable Securities and Exchange Commission rules, on or about April 9, 2024, Vimeo mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2023 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail.

Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online at www.virtualshareholdermeeting.com/VMEO2024, you will need the sixteen-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,

	April 9, 2024			JESSICA TRACY General Counsel & Secretary

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PROXY SUMMARY					1
QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION AND VOTING AT THE ANNUAL MEETING					2
SEPARATION OF VIMEO AND IAC					8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					9
PROPOSAL 1—ELECTION OF DIRECTORS					11
Proposal and Vote Required					11
Information Concerning Director Nominees					11
Corporate Governance					15
Code of Conduct					17
Prohibition on Hedging and Short Sales					18
The Board and Board Committees					18
PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					21
Vote Required					21
AUDIT COMMITTEE MATTERS					22
Audit Committee Report					22
Fees Paid to Our Independent Registered Public Accounting Firm					23
Audit and Non-Audit Services Pre-Approval Policy					23
PROPOSAL 3—APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIMEO, INC. TO PROVIDE FOR OFFICER EXCULPATION					24
Vote Required					25
PROPOSAL 4—NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (THE “SAY ON PAY” VOTE)					26
Vote Required					26
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS					27
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION					28

Vimeo, Inc. 2024 Proxy Statement i

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	EXECUTIVE COMPENSATION					29
	Compensation Discussion & Analysis					29
	Compensation & Human Capital Management Committee Report					38
	Summary Compensation Table					39
	Grants of Plan-Based Awards in 2023 Table					40
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table					41
	Outstanding Equity Awards at Year-End Table					43
	2023 Option Exercises and Stock Vested					47
	Pension Benefits					47
	Nonqualified Deferred Compensation					47
	Estimated Potential Payments Upon Termination or Change in Control					48
	Pay Versus Performance					51
	Pay Ratio Disclosure					54
	DIRECTOR COMPENSATION					55
	EQUITY COMPENSATION PLAN INFORMATION					58
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					59
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					61
	Policies and Procedures for Related Party Transactions					61
	Related Party Transactions					61
	OTHER MATTERS					63
	Annual Report					63
	Stockholder Proposals and Director Nominees for Presentation at the 2025 Annual Meeting					63
	Householding					63
	ANNEX A: Amended and Restated Certificate of Incorporation of Vimeo, Inc.					65
	ANNEX B: GAAP to Non-GAAP Reconciliations					71
	PROXY CARDS

ii Vimeo, Inc. 2024 Proxy Statement

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Proxy Summary

The information provided in this Proxy Summary is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

Our Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live audio webcast. We believe that this format will allow us to preserve stockholder access while saving time and money for both us and our stockholders. By following the instructions in this proxy statement, stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting.

Notice of Annual Meeting of Stockholders

Date
Tuesday,
May 21, 2024

Time
10:00 a.m.
Eastern Time

There are four ways to vote:

•

by Internet at www.proxyvote .com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 20, 2024 (have your Notice or proxy card in hand when you visit the website);

•

by toll-free telephone until 11:59 p.m. Eastern Time on May 20, 2024 at 1-800-690-6903 (have your Notice or proxy card in hand when you call);

•

by completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); and

•

by attending and voting at the virtual Annual Meeting by visiting www.virtualshareholder
meeting.com/VMEO2024, where stockholders may vote and submit questions during the Annual Meeting (have your proxy card in hand when you visit the website).

Our Board of Directors (the “Board”) recommends that all stockholders vote as follows:

Proposal 1

The election of the eight Board nominees named in this proxy statement

FOR

Proposal 2

The ratification of the appointment of Ernst & Young LLP as Vimeo’s independent registered public accounting firm for our fiscal year ending December 31, 2024

FOR

Proposal 3

The approval of the amendment to the Amended and Restated Certificate of Incorporation of Vimeo, Inc. (the “Charter”) to limit the liability of certain officers as permitted pursuant to recent amendments of the Delaware General Corporation Law (the “officer exculpation amendment”)

FOR

Proposal 4

Non-binding advisory vote to approve the compensation of our named executive officers (“say-on-pay”)

FOR

Vimeo, Inc. 2024 Proxy Statement 1

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Questions and Answers Regarding this Solicitation and Voting at the Annual Meeting

SEC Form DEF 14A filed by Vimeo Inc.