Vimeo (VMEO) Proxy Filing summary

Executive summary

• Vimeo entered into a definitive agreement to be acquired by Bending Spoons in an all-cash transaction valued at approximately $1.38 billion, with shareholders receiving $7.85 per share, a 91% premium over the 60-day average price as of September 9, 2025.

• The transaction was unanimously approved by Vimeo's Board and is expected to close in Q4 2025, subject to shareholder and regulatory approvals.

• Upon closing, Vimeo will become a privately held company and its shares will be delisted from public exchanges.

• Bending Spoons plans to make significant investments in Vimeo's US and priority markets, focusing on performance, reliability, and AI-enabled features.

Voting matters and shareholder proposals

• The merger requires approval by a majority of the voting power of outstanding shares at a special stockholders meeting.

• A proxy statement will be filed with the SEC and sent to shareholders for the vote.

Board of directors and corporate governance

• Vimeo's Board unanimously approved the merger and recommended shareholders vote in favor.

• After the merger, directors of the acquiring subsidiary will become directors of the surviving corporation, while current officers will continue in their roles.