Sector: Communication
ANGI INC CLASS A · Meeting: June 10, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
AGAINST
Election of Class II Directors
Against Analysis
Ms. Buchanan has served since November 2021, giving her meaningful tenure overlap with ANGI's severe stock underperformance; the company's 3-year return of -65.3% trails the compensation peer group median by 64.5 percentage points (well above the 20-point trigger for a negative-TSR stock), and the 5-year record does not rescue the vote because the 5-year gap of -26.4 points also exceeds the 20-point threshold.
Mr. Schiffman has served since June 2017 and fully overlaps with ANGI's sustained stock decline; the 3-year peer gap of -64.5 percentage points far exceeds the 20-point trigger, and the 5-year gap of -26.4 points likewise exceeds the threshold, meaning the longer track record does not provide relief and a vote against is warranted.
For Analysis
Mr. Pickett joined the board in August 2023, meaning his tenure covers roughly the final half of the 3-year underperformance window; under policy, directors who joined more than 24 months ago but whose tenure covers less than half the underperformance period are flagged but not automatically voted against, and on balance his limited overlap warrants a FOR vote.
Two of three Class II nominees — Buchanan (since 2021) and Schiffman (since 2017) — receive AGAINST votes due to ANGI's severe and sustained underperformance versus its compensation peer group (3-year gap of -64.5pp against a 20pp trigger for negative-TSR companies), with the 5-year record providing no mitigant. Pickett, who joined in August 2023, receives a FOR vote because his tenure covers less than half the underperformance window.
CEO
Jeffrey W. Kip
Total Comp
$5,655,000
Prior Support
99%+%
No Say on Pay proposal appears on the 2026 annual meeting ballot — consistent with the proxy's disclosure that, following stockholder approval at the 2024 annual meeting, Say on Pay votes occur every three years and the next vote will be at the 2027 annual meeting. Because there is no Say on Pay proposal to vote on this year, no vote determination is required or possible for 2026.
Auditor
Ernst & Young LLP
Tenure
30 yrs
Audit Fees
$3,255,121
Non-Audit Fees
$0
Ernst & Young has audited the company's businesses since at least 1996 (approximately 30 years), which exceeds the 25-year tenure threshold that triggers concern about auditor independence; the proxy acknowledges this long relationship but provides no specific or compelling rationale — such as a disclosed rotation plan or exceptional audit quality metrics — that would justify waiving the trigger, so a vote against ratification is warranted. On the positive side, non-audit fees are zero, meaning there is no fee-ratio independence concern.
The 2026 ANGI annual meeting ballot contains three proposals: director elections, an equity plan amendment, and auditor ratification (there is no Say on Pay vote this year). Two of the three Class II director nominees receive AGAINST votes due to ANGI's catastrophic stock underperformance versus peers (-64.5pp over three years against a 20pp trigger), and the auditor Ernst & Young also receives an AGAINST vote because its tenure of approximately 30 years exceeds the policy's 25-year independence threshold with no compelling justification offered.
18 companies disclosed in 2026 proxy filing
