Vimeo (VMEO) Proxy Filing summary

Executive summary

• Special meeting scheduled for November 19, 2025, to vote on a merger with Bending Spoons US Inc., making the company a wholly-owned subsidiary and delisting from NASDAQ upon completion.

• Merger consideration is $7.85 per share in cash, representing a 68% premium to the closing price before announcement and an 89% premium to the 30-day volume-weighted average.

• Board unanimously recommends voting FOR the merger, the advisory vote on executive compensation, and the adjournment proposal if more time is needed to solicit proxies.

• If the merger is not completed, the company will remain public, and no payment will be made to shareholders; a $40.1 million termination fee may apply in certain circumstances.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) adoption of the merger agreement, (2) a non-binding advisory vote on compensation for named executive officers in connection with the merger, and (3) approval of adjournments if more proxies are needed.

• Majority of voting power is required for approval; abstentions and broker non-votes count as votes against the merger proposal.

• Appraisal rights are available for shareholders who do not vote in favor and comply with Delaware law procedures.

Board of directors and corporate governance

• Board conducted a thorough review of strategic alternatives, market check, and arms-length negotiations, concluding the merger offers the best value reasonably attainable.

• Board considered risks, including loss of future growth participation, impact of the announcement, and pre-closing covenants.

• Board and executive officers collectively own 1.4% of voting power and are expected to vote in favor, though not contractually obligated.