Vimeo (VMEO) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where Vimeo will be acquired by Bending Spoons US Inc., with Vimeo becoming a wholly-owned subsidiary and its shares converted to $7.85 in cash per share, representing a significant premium to recent trading prices.

• The Board of Directors unanimously recommends voting in favor of the merger, the related executive compensation proposal, and the adjournment proposal if more time is needed to solicit votes.

• If the merger is not completed, Vimeo will remain a public company, and under certain circumstances, may owe a $40.1 million termination fee to Bending Spoons US.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) approval to adjourn the meeting if more votes are needed.

• Approval of the merger requires a majority of the voting power of outstanding shares; abstentions and broker non-votes count as votes against the merger.

• Shareholders who do not vote in favor may seek appraisal rights under Delaware law.

Board of directors and corporate governance

• The Board conducted a thorough review of strategic alternatives, engaged Allen & Company as financial advisor, and negotiated the merger terms, including a market check with other potential acquirers.

• The Board considered the premium offered, certainty of all-cash consideration, and the absence of a financing condition as key factors.

• The Board retains the right to change its recommendation if a superior proposal arises, subject to a termination fee.