Vimeo (VMEO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2025, will be held virtually, allowing shareholders to vote and ask questions online.

• Focus on innovation in video and artificial intelligence, with new streaming and AI translation features launched in April 2024.

• 2024 ended with strong enterprise bookings growth, improved profitability, and cash flow generation.

• Leadership transitions included the appointment of a new CEO and the build-out of a new executive team.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) ratification of Ernst & Young LLP as auditor for 2025, (3) non-binding advisory vote on executive compensation, and (4) other business as may arise.

• Board recommends voting FOR all director nominees, FOR auditor ratification, and FOR the say-on-pay proposal.

• Voting is available online, by phone, by mail, or during the virtual meeting.

Board of directors and corporate governance

• Board expanded to nine members, with three new nominees and six returning directors.

• Seven of nine directors are independent; committees are composed solely of independent directors.

• Board has Audit, Compensation and Human Capital Management, and Nominating and Corporate Governance Committees.

• Board leadership is separated between the Chairperson and CEO roles.

• Directors are encouraged to attend annual meetings; all attended in 2024.