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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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May 11, 2016

Dear Stockholder:

        You are invited to attend the Annual Meeting of Stockholders of Match Group, Inc., which will be held on Wednesday, June 22, 2016, at 9:00 a.m., local time, at the New York offices of Match Group, Inc., located at 555 West 18th Street, New York, New York 10011.

        At the Annual Meeting, stockholders will be asked to: (1) elect 10 directors, (2) approve the Match Group, Inc. 2015 Stock and Annual Incentive Plan, (3) vote on two advisory proposals regarding executive compensation and (4) ratify the appointment of Ernst & Young as Match Group's independent registered public accounting firm for 2016. Match Group's Board of Directors believes that the proposals being submitted for stockholder approval are in the best interests of Match Group and its stockholders and recommends a vote consistent with the Board's recommendation for each proposal.

        It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you attend the Annual Meeting, you may vote in person if you wish, even if you have previously submitted your vote.

        I look forward to greeting those of you who will be able to attend the meeting.

		Sincerely,
		Gregory R. Blatt Chairman and Chief Executive Officer

8300 DOUGLAS AVENUE, SUITE 800, DALLAS, TEXAS 75225 214.576.9352 www.mtch.com

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MATCH GROUP, INC.
8300 Douglas Avenue, Suite 800
Dallas, Texas 75225

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

        Match Group, Inc. ("Match Group") is making this proxy statement available to holders of our common stock and Class B common stock in connection with the solicitation of proxies by Match Group's Board of Directors for use at the Annual Meeting of Stockholders to be held on Wednesday, June 22, 2016, at 9:00 a.m., local time, at the New York offices of Match Group, located at 555 West 18th Street, New York, New York 10011. At the Annual Meeting, stockholders will be asked:

1.

to elect 10 members of our Board of Directors, each to hold office for a one-year term ending on the date of the next succeeding annual meeting of stockholders or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from our Board of Directors);



2.

to approve the Match Group, Inc. 2015 Stock and Annual Incentive Plan;



3.

to hold an advisory vote on executive compensation (the "say on pay vote");



4.

to hold an advisory vote on the frequency of holding the say on pay vote in the future;



5.

to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2016 fiscal year; and



6.

to transact such other business as may properly come before the meeting and any related adjournments or postponements.

        Match Group's Board of Directors has set April 27, 2016 as the record date for the Annual Meeting. This means that holders of record of our common stock and Class B common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

        As permitted by applicable Securities and Exchange Commission rules, on or about May 11, 2016, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2015 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail.

        Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. Seating is limited, however, and admission to the Annual Meeting will be on a first-come, first-served basis. If your shares are registered in your name, you should bring a form of photo identification to the Annual Meeting. If your shares are held in the name of a broker, bank or other holder of record, you will need to bring a proxy or letter from that broker, bank or other holder of record that confirms you are the beneficial owner of those shares, together with a form of photo identification.

		By order of the Board of Directors,
		Joanne Hawkins
		Vice President and Assistant Secretary

May 11, 2016

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PROXY STATEMENT

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PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q:

Why did I receive a Notice of Internet Availability of Proxy Materials?

A:

In accordance with rules adopted by the Securities and Exchange Commission (the "SEC"), we elected to deliver this Proxy Statement and our 2015 Annual Report on Form 10-K to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders (the "Notice Process"). If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice provides instructions on how to access this Proxy Statement and our 2015 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials.

The Notice is being mailed on or about May 11, 2016 to stockholders of record at the close of business on April 27, 2016 and this Proxy Statement and our 2015 Annual Report on Form 10-K will be available at www.proxyvote.com beginning on May 11, 2016. If you received a Notice by mail but would rather receive printed copies of our proxy materials, please follow the instructions included in the Notice. You will not receive a Notice if you have previously elected to receive printed copies of our proxy materials.

Q:

Can I vote my shares by filling out and returning the Notice?

A:

No. However, the Notice provides instructions on how to vote your shares by way of completing and submitting your proxy online or by phone, by requesting and returning a written proxy card by mail or by submitting a ballot in person at the Annual Meeting.

Q:

Who is entitled to vote at the Annual Meeting?

A:

Holders of common stock and Class B common stock of Match Group, Inc. ("Match Group" or the "Company") at the close of business on April 27, 2016, the record date for the Annual Meeting established by Match Group's Board of Directors, are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

As of the close of business on April 27, 2016, there were 38,969,933 shares of Match Group common stock and 209,919,402 shares of Class B common stock outstanding and entitled to vote. Holders of Match Group common stock are entitled to one vote per share and holders of Match Group Class B common stock are entitled to ten votes per share.

Q:

What is the difference between a stockholder of record and a stockholder who holds stock in street name?

A:

If your Match Group shares are registered in your name, you are a stockholder of record. If your Match Group shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.

You may examine a list of the stockholders of record as of the close of business on April 27, 2016 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at our New York offices, located at 555 West 18th Street, New York, New York 10011. This list will also be made available at the Annual Meeting.

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Q:

What are the quorum requirements for the Annual Meeting?

A:

The presence at the Annual Meeting, in person or by proxy, of holders having a majority of the total votes entitled to be cast by holders of Match Group common stock and Class B common stock at the Annual Meeting constitutes a quorum. Shares of Match Group common stock and Class B common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Q:

What matters will Match Group stockholders vote on at the Annual Meeting?

A:

Match Group stockholders will vote on the following proposals:

•

Proposal 1—to elect 10 members of Match Group's Board of Directors, each to hold office for a one-year term ending on the date of the next succeeding annual meeting of stockholders or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from Match Group's Board of Directors);

•

Proposal 2—to approve the Match Group, Inc. 2015 Stock and Annual Incentive Plan (the "2015 Stock Plan Proposal");

•

Proposal 3—to hold an advisory vote on executive compensation (the "say on pay vote");

•

Proposal 4—to hold an advisory vote on the frequency of holding the say on pay vote in the future;

•

Proposal 5—to ratify the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2016 fiscal year; and

•

to transact such other business as may properly come before the Annual Meeting and any related adjournments or postponements.

Q:

What are my voting choices when voting for director nominees and what votes are required to elect directors to Match Group's Board of Directors?

A:

You may vote in favor of all nominees, withhold votes as to all nominees or vote in favor of and withhold votes as to specific nominees.

The election of each of our director nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Match Group common stock and Class B common stock (hereinafter referred to as "Match Group capital stock") voting together, with each share of Match Group common stock and Class B common stock representing the right to one and ten votes, respectively.

The Board recommends that our stockholders vote FOR the election of each of the director nominees.

Q:

What are my voting choices when voting on the 2015 Stock Plan Proposal and what votes are required to approve this proposal?

A:

You may vote in favor of the 2015 Stock Plan Proposal, vote against the 2015 Stock Plan Proposal or abstain from voting on the 2015 Stock Plan Proposal.

The approval of the 2015 Stock Plan Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together.

The Board recommends that our stockholders vote FOR the 2015 Stock Plan Proposal.

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Q:

What are my voting choices when voting on the advisory say on pay proposal and what votes are required to approve the proposal?

A:

You may vote in favor of the advisory proposal, vote against the advisory proposal or abstain from voting on the advisory proposal.

The approval, on an advisory basis, of the say on pay proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together. As an advisory vote, the outcome is not binding upon the Company.

The Board recommends a vote FOR the advisory vote on executive compensation.

Q:

What are my voting choices when voting on the advisory proposal on the frequency of holding the say on pay vote and what votes are required to approve the frequency of holding the say on pay vote?

A:

You may vote in favor of holding the say on pay vote every year, every two years, or every three years or abstain from voting on this advisory proposal.

The approval, on an advisory basis, of the frequency of holding the say on pay vote in the future requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together. However, if no choice receives a majority of votes, then the option on the frequency of the advisory vote that receives the highest number of votes cast by stockholders will be considered by the Board as the stockholders' recommendation as to the frequency of holding future say on pay votes.

As an advisory vote, the votes cast in connection with this proposal are not binding upon the Company. While the Board is making a recommendation with respect to this proposal, Match Group stockholders are being asked to vote for one of the choices specified above, and not whether they agree or disagree with the Board's recommendation.

The Board recommends a vote for holding the say on pay vote once EVERY THREE YEARS at Match Group's Annual Meeting of Stockholders.

Q:

What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016 and what votes are required to ratify this appointment?

A:

You may vote in favor of the ratification, vote against the ratification or abstain from voting on the ratification.

The ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016 requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together.

The Board recommends that our stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016.

Q:

Could other matters be decided at the Annual Meeting?

A:

As of the date of this Proxy Statement, we did not know of any matters to be raised at the Annual Meeting, other than those referred to in this Proxy Statement.

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If other matters are properly presented at the Annual Meeting for consideration, the three Match Group officers who have been designated as proxies for the Annual Meeting, Joanne Hawkins, Tanya M. Stanich and Gary Swidler, will have the discretion to vote on those matters for stockholders who have submitted their proxy.

Q:

What do I need to do now to vote at the Annual Meeting?

A:

Match Group's Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares in any of three ways:

•

Submitting a Proxy Online:    Submit your proxy via the Internet. The website for Internet proxy voting is www.proxyvote.com. Internet proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Standard Time, on Tuesday, June 21, 2016;

•

Submitting a Proxy by Telephone:    Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1.800.690.6903). Telephone voting is available 24 hours a day and will close at 11:59 p.m., Eastern Standard Time, on Tuesday, June 21, 2016; or

•

Submitting a Proxy by Mail:    If you choose to submit your proxy by mail, simply mark your proxy, date and sign it, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

If you were a stockholder of record on April 27, 2016 or if you have a legal proxy from your broker, bank or other holder of record identifying you as a beneficial owner of Match Group shares as of that date, you may vote in person by attending the Annual Meeting.

For Match Group shares held in street name, holders may submit a proxy online or by telephone if their broker, bank or other holder of record makes these methods available. If you submit a proxy online or by telephone, do not request and return a printed proxy card from Match Group or from your broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, follow the voting instructions you receive from your broker, bank or other holder of record.

Q:

If I hold my Match Group shares in street name, will my broker, bank or other holder of record vote these shares for me?

A:

If you hold Match Group shares in street name, you must provide your broker, bank or other nominee with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted depends on the type of item being considered for a vote.

Non-Discretionary Items.    The election of directors, the 2015 Stock Plan Proposal and the two advisory proposals related to executive compensation are non-discretionary items and may NOT be voted on by your broker, bank or other nominee absent specific voting instructions from you. If your bank, broker or other nominee does not receive specific voting instructions from you, a "broker non-vote" will occur in the case of your shares of Match Group common stock for these proposals.

Discretionary Items.    The ratification of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016 is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions may vote on this proposal in their discretion and these votes will be counted for purposes of determining a quorum.

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Q:

What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Annual Meeting?

A:

Abstentions and broker non-votes are counted as present for purposes of determining a quorum. Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of shares present at the Annual Meeting (the 2015 Stock Plan Proposal, the two advisory proposals related to executive compensation and the auditor ratification proposal) and have no impact on the vote on any proposal for which the vote standard is based on the votes cast at the meeting (the election of directors). Broker non-votes are not treated as shares entitled to vote and, as a result, have no effect on the outcome of any of the proposals to be voted on by stockholders at the Annual Meeting, other than the auditor ratification proposal.

Q:

Can I change my vote or revoke my proxy?

A:

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the vote at the Annual Meeting by:

•

submitting a later-dated proxy relating to the same shares online, by telephone or by mail prior to the vote at the Annual Meeting;

•

delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or

•

attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

To change your vote or revoke your proxy, follow the instructions provided on the Notice or the proxy card to do so online or by telephone, or send a written notice or a new proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

Q:

How are proxies solicited and who bears the related costs?

A:

Match Group bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of Match Group may solicit proxies from stockholders by telephone, letter, facsimile, e-mail or in person. Following the initial mailing of the Notice and proxy materials, Match Group will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of Match Group common stock and to request authority for the exercise of proxies. In such cases, Match Group, upon the request of these holders, will reimburse these parties for their reasonable expenses.

Q:

What should I do if I have questions regarding the Annual Meeting?

A:

If you have any questions about the Annual Meeting, would like to obtain directions to attend the Annual Meeting and vote in person or would like copies of any of the documents referred to in this Proxy Statement, you should contact Match Group Investors Relations at IR@match.com.

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PROPOSAL 1—ELECTION OF DIRECTORS

Proposal and Required Vote

        At the upcoming Annual Meeting, a board of 10 directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from Match Group's Board of Directors). Information concerning director nominees, all of whom are incumbent directors of Match Group, appears below. Although management does not anticipate that any of the persons named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board.

        The election of each of our director nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Match Group capital stock voting together as a single class.

        The Board recommends that our stockholders vote FOR the election of all director nominees.

Information Concerning Director Nominees

        Background information about each director nominee is set forth below, including information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each director nominee, all of which the Board of Directors believes provide the Company with the perspective and judgment needed to guide, monitor and execute its strategies.

        Gregory R. Blatt, age 47, has been a director of Match Group since October 2015, Chairman of Match Group since December 2013 and Chief Executive Officer of Match Group since January 2016. Prior to his current roles, Mr. Blatt served as Chief Executive Officer of IAC/InterActiveCorp ("IAC") from December 2010 through December 2013, as head of its Match segment during 2009 and 2010 and as its General Counsel from 2003 through 2008. Prior to joining IAC, Mr. Blatt was General Counsel at Martha Stewart Living Omnimedia and an associate at the law firms Grubman Indursky & Shire and Wachtell, Lipton, Rosen & Katz. He has a B.A. from Colgate University and a J.D. from Columbia Law School. In nominating Mr. Blatt, the Board considered his current position as Chairman and Chief Executive Officer of the Company and his prior roles at IAC, as well as his financial literacy, expertise regarding mergers, acquisitions, investments and other strategic transactions and operating experience.

        Sonali De Rycker, age 42, has served as a Partner at Accel Partners in London, a leading global venture firm, where she focuses on investments in the consumer internet and digital media sectors, since April 2008. Prior to her tenure at Accel, Ms. De Rycker was a Partner at Atlas Venture in London from August 2000 to April 2008, where she focused on investments in the internet and software service sectors. Prior to her venture capital work, Ms. De Rycker was an investment banker at Goldman Sachs from August 1995 to August 1998. Ms. De Rycker served on the board of directors of IAC from September 2011 to December 2015 and serves on the boards of directors of a number of private consumer internet and other companies. In nominating Ms. De Rycker, the Board considered her private equity experience (particularly in the consumer internet and media sectors), which the Board believes gives her particular insight into investments in, and the development of, early stage companies, as well as her high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

        Joseph Levin, age 36, has been a director of Match Group since October 2015. Mr. Levin has served as Chief Executive Officer of IAC since June 2015 and prior to that time, served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment, since January 2012.

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From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary that builds, markets and delivers a wide range of consumer software products, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Prior to joining IAC, Mr. Levin worked in the Technology Mergers & Acquisitions group for Credit Suisse First Boston (now Credit Suisse) advising public and private technology and e-commerce companies on a variety of transactions. Mr. Levin has served on the board of directors of IAC since June 2015 and served on the boards of directors of LendingTree, Inc. from August 2008 through November 2014 and The Active Network beginning prior to its 2011 initial public offering through its sale in December 2013. In nominating Mr. Levin, the Board considered the unique knowledge and experience regarding the Match Group and its businesses that he has gained through his various roles with IAC since 2003, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

        Ann L. McDaniel, age 60, has been a director of Match Group since December 2015. Ms. McDaniel currently serves as a consultant to Graham Holdings Company and previously served as Senior Vice President of Graham Holdings Company (and its predecessor companies) from June 2008 to April 2015. Prior to that time, Ms. McDaniel served as Vice President—Human Resources of Graham Holdings Company since September 2001. Ms. McDaniel also served as Managing Director of Newsweek, Inc., a Graham Holdings Company property, from January 2008 until its sale in September 2010, and prior to that time, held various editorial positions at Newsweek. In nominating Ms. McDaniel, the Board considered her extensive human resources experience, which the Board believes give her particular insight into personnel and compensation matters, as well as her management experience with Newsweek, which the Board believes gives her insight into business strategy, leadership and marketing.

        Thomas J. McInerney, age 51, has been a director of Match Group since November 2015. Mr. McInerney previously served as Executive Vice President and Chief Financial Officer of IAC from January 2005 to March 2012. From January 2003 through December 2005, he served as Chief Executive Officer of the retailing division of IAC, which included HSN, Inc. and Cornerstone Brands. From May 1999 to January 2003, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster, formerly Ticketmaster Online-CitySearch, Inc., a live entertainment ticketing and marketing company. From 1986 to 1988 and from 1990 to 1999, Mr. McInerney worked at Morgan Stanley, a global financial services firm, most recently as a Principal. Mr. McInerney has served on the boards of directors of HSN, Inc. and Interval Leisure Group, Inc. since August 2008, of Yahoo! Inc. since April 2012 and of Cardlytics, Inc. since July 2015. In nominating Mr. McInerney, the Board considered his extensive senior leadership experience at IAC and his related knowledge and experience regarding the Match Group, as well as his expertise in finance, restructuring, mergers and acquisitions and operations and his public company board and committee experience.

        Pamela S. Seymon, age 60, has been a director of Match Group since November 2015. Ms. Seymon was a partner at Wachtell, Lipton, Rosen & Katz, a New York law firm ("WLRK"), from January 1989 to January 2011, and prior to that time, was an associate at WLRK since 1982. During her tenure at WLRK, Ms. Seymon specialized in corporate law, mergers and acquisitions, securities and corporate governance, and represented public and private corporations on offense as well as defense, in both friendly and unsolicited transactions. Ms. Seymon is a graduate of Wellesley College, where she was a Wellesley Scholar, and New York University School of Law. In nominating Ms. Seymon, the Board considered her extensive experience representing public and private corporations in connection with a wide array of complex, sophisticated and high profile matters, as well as her high level of expertise regarding mergers, acquisitions, investments and other strategic transactions.

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        Alan G. Spoon, age 64, has been a director of Match Group since November 2015. Since May 2000, Mr. Spoon has been a Partner at Polaris Partners (formerly Managing General Partner and now Partner Emeritus). Polaris is a private investment firm that provides venture capital and management assistance to development-stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the boards of directors of IAC since February 2003, Danaher Corporation since July 1999 and CableOne since July 2015. In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is now a member of the MIT Corporation, where he also serves as a member of the board of directors of edX (an online education platform). In nominating Mr. Spoon, the Board considered his extensive private and public company board and committee experience and public company management experience, all of which the Board believes give him particular insight into business strategy, leadership and marketing. The Board also considered Mr. Spoon's private equity experience, which the Board believes gives him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and finance.

        Mark Stein, age 48, has been a director of Match Group since November 2015. Mr. Stein has served as Executive Vice President and Chief Strategy Officer of IAC since January 2016 and prior to that time, served as Senior Vice President and Chief Strategy Officer of IAC from September 2015. Mr. Stein previously served as both Senior Vice President of Corporate Development at IAC (since January 2008) and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment (since November 2012). Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time as Executive Vice President of Corporate and Business Development of IAC Search & Media. In nominating Mr. Stein, the Board considered the unique knowledge and experience that he has gained through his various roles with IAC since 2005, as well as his high level of financial and legal literacy, experience in operating a variety of online consumer service businesses, and expertise regarding investments, partnerships and other strategic transactions.

        Gregg Winiarski, age 45, has been a director of Match Group since October 2015. Mr. Winiarski has served as Executive Vice President, General Counsel and Secretary of IAC since February 2014 and previously served as Senior Vice President, General Counsel and Secretary of IAC from February 2009 to February 2014. Mr. Winiarski previously served as Associate General Counsel of IAC since February 2005, during which time he had primary responsibility for all legal aspects of IAC's mergers and acquisitions and other transactional work. Prior to joining IAC in February 2005, Mr. Winiarski was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, a global law firm, from 1996 to February 2005. Prior to joining Skadden, Mr. Winiarski was a certified public accountant with Ernst & Young in New York. In nominating Mr. Winiarski, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his various roles with IAC since 2005, most recently his role as Executive Vice President and General Counsel, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

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        Sam Yagan, age 39, has been a director and served as Vice Chairman (in a non-executive capacity) of Match Group since February 2016. Mr. Yagan previously served as Chief Executive Officer of the Company from December 2013 through December 2015 and as Chief Executive Officer of Match.com, Inc. from September 2012 to December 2013. Prior to his services in these roles, Mr. Yagan served as Chief Executive Officer of OkCupid, which he co-founded in May 2003 and IAC acquired in February 2011. In nominating Mr. Yagan, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his various roles with Match Group and Match.com since 2012, most recently his role as Chief Executive Officer of Match Group, as well his role as co-founder of OkCupid and his high level of technological, product and industry expertise.

Corporate Governance

        Controlled Company Status.    Match Group is subject to the Marketplace Rules of The Nasdaq Stock Market, LLC (the "Marketplace Rules"), which exempt "Controlled Companies" from certain Nasdaq corporate governance requirements. A "Controlled Company" is a company of which more than 50% of the voting power is held by an individual, group or another company.

        IAC controls a majority of the voting power of Match Group capital stock. Based on 38,969,933 shares of Match Group common stock and 209,919,402 shares of Match Group Class B common stock, respectively, outstanding on the record date (April 27, 2016), IAC beneficially owns equity securities of Match Group representing approximately 98.2% of the total voting power of Match Group capital stock. IAC has filed a Statement of Beneficial Ownership on Schedule 13D relating to its Match Group holdings with the SEC. On this basis, Match Group is relying on the exemption for Controlled Companies from certain Nasdaq requirements, specifically, those that would otherwise require that:

•

a majority of our Board of Directors consists of "independent" directors, as such term is defined in the Marketplace Rules; and



•

we have a nominating/governance committee composed entirely of "independent" directors with a written charter addressing the committee's purpose and responsibilities.

        Leadership Structure.    The Company's business and affairs are overseen by its Board of Directors, which currently has ten members. There is one management representative, and there are three IAC representatives, on the Board. Of the six remaining current directors, five are independent. The Board has an Audit Committee and a Compensation Committee, each comprised solely of independent directors. For more information regarding director independence and our Board Committees, see the discussion under Director Independence beginning on page 10 and Board Committees beginning on page 12. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chairman and Chief Executive Officer and have full access to Company management at all times.

        Our independent directors will meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. We do not have a lead independent director or any other formally appointed leader for these sessions. The independent membership of our Audit and Compensation Committees ensures that directors with no ties to Company management are charged with oversight for all financial reporting and executive compensation related decisions made by Company management. At each regularly scheduled Board meeting, the Chair of each of these committees will provide the full Board with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled Board meeting.

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        Mr. Blatt currently serves as both our Chairman and Chief Executive Officer. The Company has concluded that separate roles of Chairman and Chief Executive Officer are not necessary given that each of the geographic markets for the Company's dating brands and businesses, as well as its non-dating businesses, has a fully developed management team reporting directly to senior Match Group management and the related belief that a less centralized operating structure that pushes talent and decision-making closer to the Company's businesses is the best way to achieve the Company's long-term growth objectives. At this time, we believe that this leadership structure is the most appropriate one for the Company and its stockholders.

        Risk Oversight.    Company management is responsible for assessing and managing the Company's exposure to various risks on a day-to-day basis, which responsibilities include the creation of appropriate risk management programs and policies. Company management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, the Company recognized that leadership and success are impossible without taking risks; however, the imprudent acceptance of risk or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the Company's approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and through discussions with Company management, as well as through the Board's Audit and Compensation Committees, which examine various components of financial and compensation-related risks, respectively, as part of their responsibilities. In addition, an overall review of risk is inherent in the Board's consideration of the Company's long-term strategies and in the transactions and other matters presented to the Board, including significant capital expenditures, acquisitions and divestitures and financial matters. The Board's role in risk oversight of the Company is consistent with the Company's leadership structure, with the Chairman and Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company's risk exposure, and the Board and its committees providing oversight in connection with those efforts.

        Compensation Risk Assessment.    In connection with our initial public offering (the "IPO") in November 2015, our Board reviewed the potential risks associated with the structure and design of our various compensation plans, including a comprehensive review of the material compensation plans and programs for all employees. Our Board has concluded that our compensation plans and programs operate within our larger corporate governance and review structure that serves and supports risk mitigation and discourages excessive or unnecessary risk-taking behavior. We will periodically conduct such assessments going forward and discuss any findings with the Compensation Committee.

        Director Independence.    Under the Marketplace Rules, the Board has a responsibility to make an affirmative determination that those members of the Board who serve as independent directors do not have any relationships with us and our businesses that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, the Board reviewed information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by Company management, as well as from Company records and publicly available information. Following these determinations, Company management monitors those transactions, relationships and arrangements that were relevant to such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on the Board's prior independence determination.

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        In November 2015, the Board determined that each of Messrs. McInerney and Spoon and Mmes. De Rycker and Seymon is independent, and in December 2015, the Board determined that Ms. McDaniel is independent. In connection with this determination, the Board considered that in the ordinary course of business, Match Group and its businesses may sell products and services to, and/or purchase products and services from, companies at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the Board considered whether there were any payments made to (or received from) such entities by Match Group and its respective businesses.

        In the case of Messrs. McInerney and Spoon and Mmes. De Rycker, McDaniel and Seymon, there were no such payments to/from Match Group or its businesses known to Company management for the Board to consider. In the case of Mr. Spoon, the Board also considered a co-investment that IAC made with a Polaris portfolio company, as well as payments for services between IAC and certain Polaris portfolio companies. Of the remaining incumbent directors, Mr. Blatt is an executive officer of the Company, Mr.Yagan served as an executive officer of the Company during the past three years and Messrs. Levin, Stein and Winiarski are executive officers of IAC. Given these relationships, none of these directors is independent.

        In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, members of the Audit and Compensation Committees have also satisfied separate independence requirements under the current standards imposed by the SEC and the Marketplace Rules for audit committee members and by the SEC, the Marketplace Rules and the Internal Revenue Service for compensation committee members.

        Director Nominations.    As a result of the Controlled Company exemption, the Board does not have a nominating committee or other committee performing similar functions nor any formal policy on nominations. While there are no specific requirements for eligibility to serve as a director of Match Group, in evaluating candidates, the Board will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of Match Group, whether the candidate's experience and expertise would be beneficial to the Board, whether the candidate is willing and able to devote the necessary time and energy to the work of the Board and whether the candidate is prepared and qualified to represent the best interests of Match Group's stockholders. While the Board does not have a formal diversity policy, it also considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board members and those represented by the Board as a whole to ensure that the Board has the right mix of skills, expertise and background.

        The Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders, as to date Match Group has not received such recommendations. However, the Board would consider such recommendations if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to Match Group, 8300 Douglas Boulevard, Suite 800, Dallas, Texas 75225, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director Nominee Recommendation." The letter must identify the author as a stockholder, provide a brief summary of the candidate's qualifications and history, together with an indication that the recommended individual would be willing to serve (if elected), and must be accompanied by evidence of the sender's stock ownership. Any director recommendations will be reviewed by the Corporate Secretary and the Chairman and Chief Executive Officer, and if deemed appropriate, will be shared with the entire Board for further review.

        Communications with the Match Group Board.    Stockholders who wish to communicate with Match Group's Board of Directors or a particular director may send such communication to Match Group, 8300 Douglas Avenue, Suite 800, Dallas, Texas, 75225, Attention: Corporate Secretary.

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The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder—Board Communication" or "Stockholder—Director Communication." All such letters must identify the author as a stockholder, provide evidence of the sender's stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. The Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate.

The Board and Board Committees

        The Board.    Following the completion of our IPO in November 2015, the Board had one meeting and acted by written consent twice during 2015. Directors are not required to attend annual meetings of Match Group stockholders. The Board currently has two committees: the Audit Committee and the Compensation and Human Resources Committee.

        Audit Committee.    Following the completion of our IPO in November 2015, no Audit Committee meetings were held in 2015, nor did the Audit Committee take any action taken by written consent in 2015. The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which is filed as Appendix A to this proxy statement. The Audit Committee is appointed by the Board to assist the Board with a variety of matters described in its charter, which include monitoring: (i) the integrity of Match Group's financial statements, (ii) the effectiveness of Match Group's internal control over financial reporting, (iii) the qualifications and independence of Match Group's independent registered public accounting firm, (iv) the performance of Match Group's internal audit function and independent registered public accounting firm, (v) Match Group's risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by Match Group with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among itself, the Company's independent registered public accounting firm, the Company's internal auditors and Company management. The formal report of the Audit Committee is set forth on page 21.

        The Board has concluded that Mr. Spoon is an "audit committee financial expert," as such term is defined in applicable SEC rules, as well as the Marketplace Rules.

        Compensation and Human Resources Committee.    Following the completion of our IPO in November 2015, no Compensation and Human Resources Committee (the "Compensation Committee") meetings were held in 2015 and the Compensation Committee took action once by written consent during 2015. The Compensation Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which is filed as Appendix B to this proxy statement. The Compensation Committee is appointed by the Board to assist the Board with all matters relating to the compensation of the Company's executive officers and has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Company's executive officers. The Compensation Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The Compensation Committee may also delegate to one or more of the Company's executive officers the authority to make grants of equity-based compensation to eligible individuals (other than directors or executive officers) to the extent allowed under applicable law. For additional information on Match Group's processes and procedures for the consideration and determination of executive compensation and the related roles of the Compensation Committee, Company management and consultants, see the discussion under Compensation Discussion and Analysis generally beginning on page 24. The formal report of the Compensation Committee is set forth on page 28.

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PROPOSAL 2—APPROVAL OF THE 2015 STOCK AND ANNUAL INCENTIVE PLAN

Proposal and Required Vote

        Our Board and IAC, in its capacity as sole stockholder, adopted the Match Group, Inc. 2015 Stock and Annual Incentive Plan (the "2015 Plan") on November 18, 2015.

        If the 2015 Plan is approved by our stockholders, awards under the 2015 Plan that are intended to qualify as "performance-based compensation" under Section 162(m) of the Internal Revenue Code, as amended (the "Code"), will be tax-deductible. Section 162(m) of the Code generally places a $1 million annual limit on a company's tax deduction for compensation paid to certain senior executives, other than compensation that satisfies the applicable requirements for a performance-based compensation exception. To qualify as performance-based compensation under Section 162(m) of the Code, the compensation must (among other requirements) be subject to attainment of performance goals that have been disclosed to stockholders (see Summary of Terms of the 2015 Plan—Performance Goals) and approved by a majority vote.

        Approval of the 2015 Plan requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present in person or represented by proxy and voting together.

        The Board recommends that our stockholders vote FOR the approval of the 2015 Stock Plan Proposal.

Overview

        The purpose of the 2015 Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers and employees and to provide them with incentives that are directly linked to the future growth and profitability of Match Group and its businesses.

        Equity compensation is a critical component of Match Group's long-term compensation philosophy. Match Group believes that ownership shapes behavior, and that by providing a meaningful portion of an executive's compensation in stock based awards, an executive's incentives are aligned with stockholder interests in a manner that drives better performance over time. The 2015 Plan is designed to reinforce this alignment.

        The 2015 Plan replaced equity compensation plans that were in place prior to the completion of the IPO, all of which were automatically terminated and replaced and superseded by the 2015 Plan upon the completion of the IPO in November 2015 (the "Prior Plans"). Awards granted under the Prior Plans were assumed under the 2015 Plan and will remain in effect pursuant to their terms under the 2015 Plan (the "Prior Plan Awards").

        The 2015 Plan also covers any shares of Match Group common stock that may be delivered in settlement of equity awards in certain Match Group subsidiaries (the "Subsidiary Equity Awards"). For a description of these awards, see Note 12—Stock-based compensation—Equity Instruments Denominated in the Shares of Certain Subsidiaries to the consolidated and combined financials in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which is incorporated herein by reference. See also the disclosure set forth under the captions —Subsidiary Equity Awards and Certain Relationships and Related Party Transactions—Relationships Involving Significant Stockholders.

        The 2015 Plan will also cover awards relating to IAC common stock that may be converted into awards relating to our common stock in the event that Match Group is spun off from IAC (the "Adjusted Awards").

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Summary of Share Usage Under the 2015 Plan

        The following table includes information regarding outstanding equity awards under the 2015 Plan, shares available for future equity awards under the 2015 Plan and total shares of Match Group common stock outstanding as of December 31, 2015:

        Based on a review of the Company's historical practices, the Board believes that the number of shares available for future equity awards under the 2015 Plan will be sufficient to cover equity awards for employees for at least the next three to four years. In 2013, 2014 and 2015, the number of shares of common stock underlying equity awards granted (including stock options and RSUs) was approximately 0.4 million shares, 5.6 million shares and 21.1 million shares, respectively. The Board expects that awards granted under the 2015 Plan over the next two years will be at diminished levels from those received between February 2015 and February 2016.

Summary of Terms of the 2015 Plan

        The principal features of the 2015 Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2015 Plan, a copy of which is attached as Appendix C to this proxy statement.

        Administration.    The 2015 Plan will be administered by the Compensation Committee of our Board of Directors (or such other committee of our Board as may from time to time be designated by the Board). Among other things, the Compensation Committee will have the authority to select individuals to whom awards may be granted, to determine the types of awards (as well as the number of shares of common stock to be covered by each such award) granted and to determine and modify the terms and conditions of any such awards.

        Eligibility.    In addition to any individuals who hold Prior Plan Awards, Subsidiary Equity Awards and/or Adjusted Awards at any time, current or prospective officers, employees, directors and consultants of Match Group and its subsidiaries and affiliates will be eligible to be granted awards under the 2015 Plan.

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        Shares Subject to the 2015 Plan.    The aggregate number of shares of Match Group common stock that may be delivered to satisfy awards under the 2015 Plan cannot exceed 20,000,000 shares, plus the number of shares delivered to satisfy Prior Plan Awards (up to 29,717,911 shares), certain Subsidiary Equity Awards outstanding on November 18, 2015 (up to 20,435,312 shares) and Adjusted Awards (if any, in the future). No participant may be granted, in each case, during any calendar year: (i) performance-based awards (other than stock options and stock appreciation rights, or SARs) intended to qualify under Section 162(m) of the Code covering in excess of 10,000,000 shares; or (ii) stock options and SARs covering in excess of 10,000,000 shares. The maximum number of shares that may be granted pursuant to incentive stock options is 10,000,000. The foregoing share limits are subject to adjustment in certain circumstances by the Compensation Committee to prevent dilution or enlargement.

        The shares subject to grant under the 2015 Plan will be made available from authorized but unissued shares or from treasury shares, as determined from time to time by the Board. Other than with respect to Prior Plan Awards and Adjusted Awards, to the extent that any award is forfeited or any stock option or SAR terminates, expires or lapses without being exercised or any award is settled for cash, the shares underlying such awards will again be available for awards under the 2015 Plan. If the exercise price of any stock option and/or the tax withholding obligations relating to any award are satisfied by delivering shares (by either actual delivery or by attestation), only the number of shares issued net of the shares delivered or attested to will be deemed delivered for purposes of the limits in the 2015 Plan. To the extent any shares subject to an award are withheld to satisfy the exercise price (in the case of a stock option) and/or the tax withholding obligations relating to such award, such shares are not deemed to have been delivered for purposes of the limits set forth in the 2015 Plan.

        Stock Options and SARs.    Stock options granted under the 2015 Plan can either be incentive stock options or nonqualified stock options. SARs granted under the 2015 Plan can be granted either alone or in tandem with a stock option. The exercise price of options and SARs cannot be less than 100% of the fair market value of the stock underlying the options or SARs on the grant date. Stock options and SARs cannot be repriced without stockholder approval. Optionees may pay the exercise price in cash or, if approved by the Compensation Committee, in shares (valued at their fair market value on the date of exercise) or a combination thereof, or by way of a "cashless exercise" through a broker approved by the Company or by withholding shares otherwise receivable on exercise.

        While the term of stock options and SARs are as determined by the Compensation Committee, a stock option may not have a term longer than ten years from the grant date. The Compensation Committee determines the vesting and exercise schedule of stock options and SARs, which the Compensation Committee may waive or accelerate at any time, and the extent to which they will be exercisable after the award holder's employment terminates. Generally, unvested stock options and SARs will terminate upon the termination of employment, and vested stock options and SARs will remain exercisable for one year after the award holder's death, disability or retirement and 90 days after the award holder's termination for any other reason. Vested stock options and SARs also terminate upon the optionee's termination for cause. Stock options and SARs are transferable only by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order or, in the case of nonqualified stock options or SARs, as otherwise expressly permitted by the Compensation Committee, including, if so permitted, pursuant to a transfer to the participant's family members or to a charitable organization, whether directly or indirectly or by means of a trust or partnership or otherwise.

        Restricted Stock.    The 2015 Plan provides for the award of shares that are subject to forfeiture and restrictions on transferability as set forth in the 2015 Plan and as may be otherwise determined by the Compensation Committee. Except for these restrictions and unless otherwise determined by the Compensation Committee, upon the grant of a restricted stock award, the recipient will have rights of a stockholder with respect to the underlying restricted stock, including the right to vote the restricted stock and to receive all dividends and other distributions paid or made with respect to such restricted stock on such terms as are set forth in the applicable award agreement.

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Unless otherwise determined by the Compensation Committee: (i) cash dividends on the shares that are the subject of the restricted stock award shall be automatically reinvested in additional shares of restricted stock, held subject to the vesting of the underlying restricted stock; and (ii) dividends payable in shares shall be paid in the form of additional shares of restricted stock, held subject to the vesting of the underlying restricted stock. Restricted stock granted under the 2015 Plan may or may not be subject to performance conditions. During the restriction period set by the Compensation Committee, the recipient may not sell, transfer, pledge, exchange or otherwise encumber the restricted stock. Generally, all shares of unvested restricted stock shall be forfeited upon the award holder's termination, unless otherwise agreed or the Compensation Committee waives such forfeiture.

        RSUs.    The 2015 Plan authorizes the Compensation Committee to grant restricted stock units, or "RSUs." RSUs are awards denominated in shares that will be settled, subject to the terms and conditions of the RSUs, in cash, shares or both, based upon the fair market value of a specified number of shares. RSUs are not shares of our common stock and do not entitle the recipients to the rights of a stockholder. RSU award agreements will specify whether, to what extent and on what terms and conditions the participant will be entitled to receive current or delayed payments of cash, shares or other property corresponding to the dividends payable on the shares. RSUs granted under the 2015 Plan may or may not be subject to performance conditions. The recipient may not sell, transfer, pledge or otherwise encumber RSUs granted under the 2015 Plan prior to their vesting. Generally, all shares of unvested RSUs shall be forfeited upon the award holder's termination, unless otherwise agreed or the Compensation Committee waives such forfeiture.

        Other Stock-Based Awards.    Other stock-based and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares, including unrestricted stock, dividend equivalents and convertible debentures, may be granted under the 2015 Plan. Shares covered by the 2015 Plan may be used to satisfy obligations with respect to Subsidiary Equity Awards.

        Cash-Based Awards.    Cash-based awards may be granted under the 2015 Plan. No participant may be granted cash-based awards that have an aggregate maximum payment value in any calendar year in excess of $10.0 million if the awards are intended to qualify as tax-deductible performance-based compensation under Section 162(m) of the Code.

        Performance Goals.    The 2015 Plan provides that performance goals may be established by the Compensation Committee in connection with the grant of any award under the 2015 Plan. In the case of an award intended to qualify for the performance-based compensation exception of Section 162(m) of the Code, such goals will be based on the attainment of specified levels of one or more of the following measures: specified levels of earnings per share from continuing operations, net profit after tax, EBITDA, EBITA, gross profit, cash generation, unit volume, market share, sales, asset quality, earnings per share, operating income, revenues, return on assets, return on operating assets, return on equity, profits, total stockholder return (measured in terms of stock price appreciation and/or dividend growth), cost saving levels, marketing-spending efficiency, core non-interest income, change in working capital, return on capital, and/or stock price, with respect to the Company or any subsidiary, affiliate, division or department of the Company.

        The Compensation Committee established specific performance goals in connection with the grant of 2015 annual bonuses to our named executive officers in February 2016 and the IAC Compensation and Human Resources Committee established specific performance goals in connection with the grant of restricted stock units to our Chief Financial Officer in September 2015. In the event that the requirements of Section 162(m) of the Code and the regulations thereunder change to permit the Compensation Committee discretion to alter the performance measures without obtaining stockholder approval of such changes, the Compensation Committee shall have sole discretion to make such changes without obtaining stockholder approval.

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        Change in Control.    Unless otherwise provided by the Compensation Committee in an award agreement or otherwise, in the event that, during the two-year period following a change in control, a participant's employment is terminated by Match Group (other than for cause or disability) or a participant resigns for good reason:

•

any stock options and SARs outstanding as of the date of termination of employment that were outstanding as of the date of the change in control will become fully exercisable and vested and will remain exercisable for the greater of: (i) the period that they would remain exercisable absent the change in control provision and (ii) the lesser of the original term or one year following such termination of employment;



•

the restrictions applicable to restricted stock awards will lapse, and such restricted stock will become free of all restrictions and fully vested and transferable; and



•

all RSUs will be considered to be earned and payable in full, any restrictions will lapse and such RSUs will be settled in cash or shares as promptly as practicable.

        The Compensation Committee or Board may provide for different treatment in the event of a change in control, including the vesting of awards upon a change in control.

        Amendment and Discontinuance.    The 2015 Plan may be amended, altered or discontinued by the Board, but no amendment, alteration or discontinuance may impair the rights of a recipient of a stock option, SAR, restricted stock, RSU or cash-based award previously granted without the consent of the recipient. Amendments to the 2015 Plan will require stockholder approval to the extent such approval is required by law or the listing standards of the applicable exchange. The 2015 Plan will terminate on the ten-year anniversary of the completion of the IPO (November 18, 2025).

2015 Plan Benefits

        All awards made under the 2015 Plan are discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2015 Plan are not determinable at this time. The following table below reflects equity-based awards granted in 2015 (including Prior Plan Awards) for each of our named executive officers, our named executive officers as a group, all other employees as a group and all non-employee directors as a group.

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U.S. Federal Income Tax Consequences

        The following is a summary of certain federal income tax consequences of awards made under the 2015 Plan based upon the laws in effect as of the date of this Proxy Statement. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2015 Plan. The income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.

        Non-Qualified Stock Options.    A participant will not recognize taxable income when a non-qualified stock option is granted and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) upon the exercise of a non-qualified stock option in an amount equal to the excess of the fair market value of the shares purchased over their exercise price, and we generally will be entitled to a corresponding deduction.

        Incentive Stock Options.    A participant will not recognize taxable income when an incentive stock option is granted. A participant will not recognize taxable income (except for purposes of the alternative minimum tax) upon the exercise of an incentive stock option. If the shares acquired upon the exercise of an incentive stock option are held for the longer of two years from the date the stock option was granted and one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss, and we will not be entitled to any deduction. If, however, such shares are disposed of within such two- or one-year periods, then in the year of such disposition, the participant will recognize compensation taxable as ordinary income in an amount equal to the excess of the lesser of the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price, and we generally will be entitled to a corresponding deduction. The excess of the amount realized through the disposition date over the fair market value of the stock on the exercise date will be treated as capital gain.

        SARs.    A participant will not recognize taxable income when a SAR is granted and we will not be entitled to a tax deduction at such time. Upon the exercise of a SAR, a participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) in an amount equal to the fair market value of any shares delivered and the amount of cash paid by us, and we generally will be entitled to a corresponding deduction.

        Restricted Stock.    A participant will not recognize taxable income at the time shares of restricted stock are granted and we will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Code to be taxed at grant. If such an election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time of the grant in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such an election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. The Company is entitled to a corresponding deduction at the time the ordinary income is recognized by the participant, except to the extent the deduction limits of Section 162(m) of the Code apply. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees), rather than dividend income. The Company will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.

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        Restricted Stock Units.    A participant will not recognize taxable income when restricted stock units are granted, and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time of settlement of the award equal to the fair market value of any shares delivered and the amount of cash paid by us, and we will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.

        Section 162(m) Limitations.    As explained above, Section 162(m) of the Code generally places a $1 million annual limit on a Company's tax deduction for compensation paid to certain senior executives, other than compensation that qualifies as "performance-based compensation," as defined under Section 162(m) of the Code. The 2015 Plan is designed so that stock options and SARs qualify for this exemption, and it also permits the Compensation Committee to grant other awards designed to qualify for this exception. However, the Compensation Committee reserves the right to grant awards that do not qualify for this exception, and, in some cases, the exception may cease to be available for some or all awards that otherwise so qualify. Thus, it is possible that Section 162(m) of the Code may disallow compensation deductions that would otherwise be available to the Company.

        The foregoing general tax discussion is intended for the information of stockholders and not as tax guidance to participants in the 2015 Plan. Participants are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2015 Plan.

Subsidiary Equity Awards

        Match Group has granted (and prior to the completion of the IPO, IAC granted) Subsidiary Equity Awards. Pursuant to an employee matters agreement between Match Group and IAC, these awards will vest over a period of years and are settleable, at IAC's option, in shares of IAC common stock or Match Group common stock. To the extent shares of IAC common stock are issued, we will reimburse IAC for the cost of these shares by issuing IAC additional shares of Match Group common stock. See Certain Relationships and Related Party Transactions—Relationships Involving Significant Stockholders.

PROPOSAL 3—ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE "SAY ON PAY VOTE")

        The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), enacted in July 2010, requires the Company to seek a non-binding advisory vote from its stockholders to approve the compensation of its named executives. This proposal, also referred to as the "say on pay vote", is not intended to address any specific item of compensation, but rather our overall compensation program and policies relating to our named executives.

        As described under the caption Compensation Discussion and Analysis, beginning on page 24, prior to the completion of our IPO in November 2015, we were a wholly-owned subsidiary of IAC and during that time, the compensation of our executive officers (including our named executives) was generally determined by IAC's senior management in accordance with executive compensation program and policies adopted by the Compensation and Human Resources Committee of IAC's Board of Directors, which were designed to provide the level of compensation necessary to attract, retain, motivate and reward talented and experienced executives and to motivate them to achieve short-term and long-term goals, thereby enhancing stockholder value and creating a successful company.

        Following the completion of our IPO, Match Group's Compensation Committee, which is comprised of three independent directors, has the responsibility of establishing Match Group's compensation philosophy and programs and determining appropriate payments and awards to our executive officers (including our named executives).

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Match Group's executive officer compensation program and policies are designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable Match Group to meet its growth objectives. Match Group's Compensation Committee approved 2015 annual bonuses in February 2016 for executive officers (including our named executives).

        We believe that our and IAC's executive officer compensation programs, with their balance of short-term and long-term incentives, reward sustained performance that is aligned with long-term stockholder interests. Accordingly, we believe that the compensation paid to our named executives in 2015 pursuant to such programs was fair and appropriate and are asking our stockholders to vote FOR the adoption of the following resolution:

"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the Company's named executives for 2015, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables, and the related narrative."

        The approval, on an advisory basis, of the say on pay vote proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board and Compensation Committee value the opinions of all of our stockholders and will consider the outcome of this vote when making future compensation decisions for our named executives.

        The Board recommends that the stockholders vote FOR the advisory vote on executive compensation.

PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE

        In addition to the advisory vote on executive compensation set forth above, the Dodd-Frank Act also requires the Company to seek a non-binding advisory vote from its stockholders regarding the frequency of holding the advisory vote on executive compensation in the future. In casting your advisory vote, you may indicate whether you prefer that we seek an advisory vote every one, two or three years. You may also abstain from voting on this matter.

        After thoughtful consideration, our Compensation Committee and the Board believe that holding an advisory vote on executive compensation every three years is the most appropriate policy for the Company and its stockholders at this time. Our Board and the Compensation Committee believe that a triennial vote more closely mirrors the long-term nature of a significant portion of our executive officer compensation program and will discourage short-term thinking and, as a result, a stockholder's analysis of our performance and compensation practices would be more fully informed when viewed over a three-year period. Moreover, allowing more time in between the advisory votes on executive compensation would provide a greater opportunity for our Board and Compensation Committee to engage in meaningful analysis of any compensation issues and consideration of any stockholder concerns.

        The approval, on an advisory basis, of the frequency of holding the say on pay vote proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together. However, if no choice receives a majority of votes, then the option on the frequency of the advisory vote that receives the highest number of votes cast by stockholders will be considered by the Board as the stockholders' recommendation as to the frequency of holding future say on pay votes. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board values the opinions of all of our stockholders and will consider the outcome of this vote when making future decisions on the frequency with which we will hold an advisory vote on executive compensation.

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        The Board recommends that the stockholders vote for holding the say on pay vote once EVERY THREE YEARS at Match Group's Annual Meeting of Stockholders.

PROPOSAL 5—RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        Subject to stockholder ratification, the Audit Committee of the Board of Directors has appointed Ernst & Young LLP as Match Group's independent registered public accounting firm for the fiscal year ending December 31, 2016. Ernst & Young LLP has served as the independent registered public accounting firm for IAC and Match Group (when it was a wholly-owned subsidiary of IAC) for many years and is considered by management to be well qualified.

        A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and will be given an opportunity to make a statement if he so chooses and will be available to respond to appropriate questions.

        Ratification of the appointment of Match Group's independent registered public accounting firm requires the affirmative vote of the holders of a majority of the voting power of the shares of Match Group capital stock present at the Annual Meeting in person or represented by proxy and voting together.

        The Board recommends that our stockholders vote FOR ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for 2016.

AUDIT COMMITTEE MATTERS

Audit Committee Report

        The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which is filed as Appendix A to this Proxy Statement. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the Board of Directors with the monitoring of: (i) the integrity of Match Group's financial statements, (ii) the effectiveness of Match Group's internal control over financial reporting, (iii) the qualifications and independence of Match Group's independent registered public accounting firm, (iv) the performance of Match Group's internal audit function and independent registered public accounting firm, (v) Match Group's risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by Match Group with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that Match Group's financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and Match Group's independent registered public accounting firm.

        In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of Match Group for the fiscal year ended December 31, 2015 with Match Group's management and Ernst & Young LLP, Match Group's independent registered public accounting firm.

        The Audit Committee has discussed with Ernst & Young the matters required to be discussed by PCAOB Auditing Standard No. 16, "Communications with Audit Committees." In addition, the Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young's communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from Match Group and its management.

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        In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for Match Group for the fiscal year ended December 31, 2015 be included in Match Group's Annual Report on Form 10-K for the year ended December 31, 2015 for filing with the SEC.

Members of the Audit Committee

Alan G. Spoon (Chair)
Thomas J. McInerney
Pamela S. Seymon

Fees Paid to Our Independent Registered Public Accounting Firm

        The following table sets forth fees for all professional services rendered by Ernst & Young to Match Group for the years ended December 31, 2015 and 2014:

Audit and Non-Audit Services Pre-Approval Policy

        The Audit Committee has a policy governing the pre-approval of all audit and permitted non-audit services performed by Match Group's independent registered public accounting firm in order to ensure that the provision of these services does not impair such firm's independence from Match Group and its management. Unless a type of service to be provided by Match Group's independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services in excess of pre-approved cost levels also require specific pre-approval by the Audit Committee. In all pre-approval instances, the Audit Committee considers whether such services are consistent with SEC rules regarding auditor independence.

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        All Tax services require specific pre-approval by the Audit Committee. In addition, the Audit Committee has designated specific services that have the pre-approval of the Audit Committee (each of which is subject to pre-approved cost levels) and has classified these pre-approved services into one of three categories: Audit, Audit-Related and All Other (excluding Tax). The term of any pre-approval is 12 months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee revises the list of pre-approved services from time to time. Pre-approved fee levels for all services to be provided by Match Group's independent registered public accounting firm are established periodically from time to time by the Audit Committee.

        Pursuant to the pre-approval policy, the Audit Committee may delegate its authority to grant pre-approvals to one or more of its members, and has currently delegated this authority to its Chairman. The decisions of the Chairman (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to management.

INFORMATION CONCERNING MATCH GROUP EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

        Background information about Match Group's current executive officers who are not director nominees is set forth below. For background information about Match Group's Chairman and Senior Executive, Gregory R. Blatt, and former Chief Executive Officer, Sam Yagan, see the discussion under Information Concerning Director Nominees beginning on page 6.

        Jeffrey Dawson, age 40, has served as Chief Financial Officer of the Company's Dating business since May 2013. Prior to this time, Mr. Dawson served in a variety of finance related roles since joining the Company in 2008, most recently as Vice President, Finance from January 2011 to April 2013, Director, Finance from February 2010 to December 2010 and Director, International Finance from February 2009 to January 2010. Prior to joining the Company, Mr. Dawson served as a financial analyst for American Airlines and prior to joining American Airlines, served in a variety of roles for several technology startups. Mr. Dawson began his career as a management consultant at Price Waterhouse. Mr. Dawson holds a BBA in Finance from the University of Texas at Austin and an MBA from Southern Methodist University's Cox School of Business.

        Gary Swidler, age 45, has served as Chief Financial Officer of Match Group since September 2015. Prior to that time, Mr. Swidler was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch ("Merrill Lynch") from April 2014 to August 2015. Prior to that time, Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to April 2014. Prior to joining Merrill Lynch, Mr. Swidler was an associate at the law firm of Wachtell, Lipton, Rosen & Katz. Mr. Swidler has a BSE from the Wharton School at the University of Pennsylvania and a JD from New York University School of Law.

        Amarnath Thombre, age 42, has served as Chief Strategy Officer of Match Group, where he oversees the Company's strategy, research and analytics functions, since March 2015. Prior to that time, he served in a variety of roles at the Company, most recently as President, Match North America from April 2013 to March 2015 and prior to that time, as Senior Vice President and Vice President, Analytics. Prior to joining the Company in 2008, Mr. Thombre held various management and strategy roles at i2 Technologies, Inc., where he worked closely with multiple consumer businesses in order to drive the company's growth through supply chain innovation. Mr. Thombre holds an undergraduate degree in Engineering from the Indian Institute of Technology in Mumbai and a master's degree in Engineering from the University of Arizona.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

        Our executive officers whose compensation is discussed in this compensation discussion and analysis (the "CD&A") and who we refer to as our named executive officers in this CD&A (the "NEOs"):

•

Gregory R. Blatt, Chairman and, beginning in 2016, Chief Executive Officer;



•

Sam Yagan, Chief Executive Officer through the end of 2015;



•

Gary Swidler, Chief Financial Officer beginning September 2015;



•

Amarnath Thombre, Chief Strategy Officer; and



•

Jeffrey Dawson, Chief Financial Officer through September 2015 and currently Chief Financial Officer, Dating.

Background

        Prior to the completion of the IPO, we were a wholly-owned subsidiary of IAC. During that time, the compensation of Match Group's executive officers was determined by IAC. Because our NEOs were not executive officers of IAC in 2015, their compensation was generally determined by IAC's senior management in accordance with the philosophy adopted by the Compensation and Human Resources Committee of IAC's Board of Directors (the "IAC Committee"). The IAC Committee approved all equity awards and the terms of the employment arrangements for Messrs. Blatt and Swidler, as described below.

        Following the completion of IPO, Match Group's Compensation Committee is comprised of three independent directors who have the responsibility of establishing Match Group's compensation philosophy and programs and determining appropriate payments and awards to its executive officers. Match Group's compensation committee approved 2015 annual bonuses in early 2016 for executive officers and the terms of an employment agreement for Mr. Blatt. The Match Group Compensation Committee (the "Match Group Committee") may evolve components of Match Group's compensation practices and programs described herein over time, and therefore this report is not necessarily indicative of the practices we will follow going forward.

        Neither Match Group nor IAC has an ongoing relationship with any particular compensation consulting firm, though IAC has from time to time retained the services of consultants on specific occasions regarding broad-based IAC compensation programs or with respect to long-term incentives for particular executives. In 2015, the IAC Committee engaged Compensation Advisory Partners LLC ("CAP") to assist the IAC Committee in its consideration of Mr. Blatt's compensation package following the completion of the IPO.

Philosophy and Objectives

        Match Group's executive officer compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable Match Group to meet its growth objectives.

        When establishing compensation packages for a given executive, Match Group has followed a flexible approach, and has made decisions based on a host of factors particular to a given executive situation, including its firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the relevant individual, competitive survey data, internal equity considerations and other factors Match Group deems relevant at the time.

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        Similarly, Match Group has not followed an arithmetic approach to establishing compensation levels and measuring and rewarding performance, as we believe these often fail to adequately take into account the multiple factors that contribute to success at the individual and business level. In any given period, Match Group may have multiple objectives, and these objectives, and their relative importance, often change as the competitive and strategic landscape shifts, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, Match Group has historically avoided the use of strict formulas in its compensation practices and has relied primarily on a discretionary approach.

Compensation Elements

        Match Group's compensation packages for executive officers have primarily consisted of salary, annual bonuses, long term incentives (typically equity awards), and, to a more limited extent, perquisites and other benefits. Prior to making specific decisions related to any particular element of compensation, Match Group typically reviews the total compensation of each executive, evaluating the executive's total near and long-term compensation in the aggregate. Match Group determines which element or combinations of compensation elements (salary, bonus or equity) can be used most effectively to further its compensation objectives. However, all such decisions are subjective, and made on a facts and circumstances basis without any prescribed relationship between the various elements of the total compensation package.

Salary

        General.    Match Group typically negotiates a new executive officer's starting salary upon arrival, based on the executive's prior compensation history, prior compensation levels for the particular position within Match Group, the location of a particular executive, salary levels of other executives within Match Group, salary levels available to the individual in alternative opportunities, reference to certain survey information and the extent to which Match Group desires to secure the executive's services.

        Once established, salaries can increase based on a number of factors, including the assumption of additional responsibilities, internal equity, periodic market checks and other factors which demonstrate an executive's increased value to Match Group.

        2015.    The IAC Committee adjusted the salaries of certain Match Group executives in 2015. Mr. Blatt received a salary increase from $500,000 to $1,000,000, effective January 1, 2016, in connection with his assuming the consolidated role of Match Group Chairman and CEO. Mr. Swidler's salary of $500,000 was established upon his joining Match Group in September. In establishing these salary levels, IAC relied on comparable positions, its general experience recruiting for similar roles and negotiations with these executives. No other executive officer salaries were adjusted during 2015.

Annual Bonuses

        General.    Match Group's bonus program is designed to reward performance on an annual basis and annual bonuses are discretionary. Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a significant portion of an executive's total compensation, the bonus program provides an important incentive tool to achieve Match Group's annual objectives. Match Group generally pays bonuses shortly after year-end following finalization of financial results for the prior year.

        The determination of bonus amounts is based on a non-formulaic assessment of factors that vary from year to year. In determining individual annual bonus amounts, we consider a variety of factors regarding the Company's overall performance, such as growth in profitability or achievement of strategic objectives by the Company, an individual's performance and contribution to the Company, and general bonus expectations previously established between the Company and the executive.

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We do not quantify the weight given to any specific element or otherwise follow a formulaic calculation; however, Company performance tends to be the dominant driver of the ultimate bonus amount.

        For 2015 bonuses, we considered a variety of factors, including year-over-year revenue and Adjusted EBITDA growth, levels of cash flow generated from operations, and certain strategic accomplishments, including the successful completion of our IPO, debt financings and the acquisition of PlentyOfFish. Notwithstanding the several significant strategic achievements during the year, Mr. Blatt and Mr. Yagan did not receive 2015 bonuses and 2015 bonuses for the other executive officers were lower than 2014 bonuses primarily reflecting lower than expected year over year profit growth. Mr. Swidler received a bonus of $700,000 pursuant to terms agreed with him upon his joining the company, which include that he would be entitled to discretionary annual cash bonuses with a target of $700,000 per annum (and that he would receive a guaranteed bonus of no less than that amount for 2015).

Long-Term Incentives

        General.    Match Group believes that ownership shapes behavior, and that by providing a meaningful portion of an executive officer's compensation in stock based awards, an executive's incentives are aligned with stockholder interests in a manner that drives better performance over time. The primary long term incentives for our NEOs have been Match Group stock options, although certain Match Group RSU awards and IAC equity awards have also been granted.

        In setting particular award levels, the predominant objectives have been providing the person with effective retention incentives and incentives for strong future performance. Appropriate levels to meet these goals may vary from year to year, and from individual to individual, based on a variety of factors.

        The annual corporate performance factors relevant to setting bonus amounts that were discussed above, while taken into account, have generally been less relevant in setting annual equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument than annual bonuses.

        All equity awards have been approved by either the IAC Committee or the Match Group Committee. In making equity awards, the relevant Committees have taken into account historical practices, their views of market compensation generally, the dilutive impact of equity grants and desired short and long-term dilution levels, an individual's existing equity holdings and their retention and incentive value and other relevant factors.

        Except where otherwise noted, equity awards have been made following year-end after finalization of financial results for the prior year. Committee meetings at which the awards are made are generally scheduled well in advance and without regard to the timing of the release of earnings or other material information.

        February 2015 Awards.    Stock option awards granted prior to February 2015 typically vested 50% after year 2 and 50% after year 3 based on continued service. In early 2015, however, a portion of the stock options granted to our NEOs also required the achievement of specified Adjusted EBITDA performance levels for certain of our individual businesses. Based on the Company's most recent assessment, it now appears likely that the substantial majority of these performance thresholds will not be met and that most of these performance-based options will not vest.

        Late 2015 Awards.    In September 2015, stock options were awarded to certain key leaders at Match Group (including Mr. Dawson and Mr. Thombre) to provide additional incentives in advance of the IPO. Also in September, the IAC Committee awarded stock options and restricted stock units ("Match RSUs") to Mr. Swidler in connection with his joining the Company as Chief Financial Officer, with the number of options and RSUs determined through negotiation. The options awarded in September will vest in four equal installments on the first four anniversaries of the grant date, and have an exercise price equal to the fair market value of a share of the Company's common stock at that time. The Match RSUs will vest in three equal installments on the first three anniversaries of the grant date.

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        In November 2015, in connection with the IPO and in light of the near-term assumption by Mr. Blatt of the consolidated role of Chairman and CEO of Match Group, the IAC Committee awarded Mr. Blatt with 3.5 million stock options, as described below. The number of options was determined by the IAC Committee based on a number of factors, including (i) Mr. Blatt's compensation history in his prior roles at IAC; (ii) competitive pay and performance data among peer companies; (ii) the vesting and expiration schedules of Mr. Blatt's then-existing long-term incentive arrangements and (iv) the IAC Committee's desire to retain Mr. Blatt's services for the long term. The per share exercise price of the options was $12.00, the offering price in the IPO. The options will vest in four equal annual installments on the first four anniversaries of the grant date. One-half of the shares covered by the options contain a market condition in addition to a service requirement, and require Match Group's stock to have appreciated by a certain amount before the options can be exercised.

        February 2016 Awards.    As part of the annual year-end compensation review, Mr. Thombre and Mr. Dawson received 225,000 and 150,000 stock options, respectively. The options vest 25% a year, on the first four anniversaries of the grant date, and have an exercise price equal to the closing price of the Company's common stock on the grant date.

        Future Awards.    All NEOs remain eligible for future equity awards, although it is expected that any awards made over the next two years will be at diminished levels from those received between February 2015 and February 2016.

2016 Employment Agreement for Mr. Blatt

        On April 27, 2016 (the "Effective Date"), the Company and Mr. Blatt entered into a new employment arrangement. The agreement provides for a scheduled term of one year from the Effective Date and provides for automatic renewals for successive one year terms absent written notice from Match Group or Mr. Blatt ninety days prior to the expiration of the then current term. During the term, Mr. Blatt will receive an annual base salary of $1,000,000 and will be eligible for discretionary annual bonuses. In the event Mr. Blatt's employment is involuntarily terminated: (i) he shall be entitled to salary continuation for 12 months, subject to offset for amounts earned from other employment, and (ii) all Match Group equity awards and equity awards issued by any Match Group subsidiary or its parent that are outstanding on the date of termination and that would have vested during the six months following his date of termination, assuming that all such awards vested on a monthly basis, will vest on the termination date. Upon a termination of Mr. Blatt's employment for any reason other than for cause, all vested options shall remain exercisable for 18 months following the termination date. Mr. Blatt will also be subject to customary post-employment restrictive covenants, including a non-compete and a prohibition on soliciting company employees and customers.

Change of Control and Severance

        Match Group believes that providing executives with change of control protection is sometimes important to allowing executives to fully value the forward looking elements of their compensation packages, and therefore limit retention risk during uncertain times. Accordingly, Match Group equity awards generally provide for some degree of accelerated vesting in the event of a change of control of the company. In certain rare instances, small degrees of salary continuation and vesting acceleration may be provided in the event of certain employment terminations beyond the control of the executive.

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Other Compensation

        Under limited circumstances, certain Match Group executive officers have received non-cash and non-equity compensatory benefits. The values of these benefits are reported under the heading "Other Annual Compensation" in this filing pursuant to applicable rules. The executive officers do not participate in any deferred compensation or retirement program other than IAC's 401(k) plan.

Tax Deductibility

        IAC's practice had been to structure Match Group's compensation program in such a manner so that the compensation is deductible by IAC for federal income tax purposes. Match Group intends to structure its compensation policies to qualify as performance-based Section 162(m) of the Internal Revenue Code of 1986, as amended, whenever it is reasonably possible to do so while also meeting our compensation objectives. Nonetheless, from time to time, certain non-deductible compensation may be paid, and the Match Group Board and Committee reserve the authority to award non-deductible compensation to named executive officers in appropriate circumstances.

COMPENSATION COMMITTEE REPORT

        The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed it with Company management. In reliance on its review and the discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in Match Group's 2015 Annual Report on Form 10-K and this Proxy Statement.

Members of the Compensation Committee

Ann L. McDaniel (Chair)
Sonali De Rycker
Pamela S. Seymon

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The membership of the Compensation Committee consisted of Mmes. De Rycker, McDaniel and Seymon during 2015. None of them has been an officer or employee of IAC or Match Group at any time during their respective service on the committee.

EXECUTIVE COMPENSATION

Overview

        This Executive Compensation section of this Proxy Statement sets forth certain information regarding total compensation earned by our named executives for the years 2013, 2014 and 2015, as well as Company equity awards made to our named executives in 2015, Company and IAC equity awards held by our named executives on December 31, 2015 and the dollar value realized by our named executives upon the vesting and exercise of Company and IAC equity awards during 2015. Unless otherwise indicated, stock and option awards in the table below are denominated in shares of Match Group.

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Summary Compensation Table

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Grants of Plan-Based Awards in 2015

        The table below provides information regarding all Match Group stock options and RSUs granted to our named executives in 2015.

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(1)

As discussed in footnote (2) to the Summary Compensation Table, in February 2015, Messrs. Blatt, Yagan, Thombre and Dawson were granted Performance Awards, which are reflected in this table as Estimated Future Payouts Under Equity Incentive Plan Awards in accordance with applicable SEC rules. Given that the number of Performance Award that will ultimately vest (if any) is performance driven, 100% of these awards are at risk.

In the case of Messrs. Blatt and Yagan, these Performance Awards vest in two equal installments on the second and third anniversaries of the grant date, subject to continued employment (with one third of the continued service condition being satisfied on each of the first, second and third anniversaries of the grant date), and the achievement of specified levels of EBITDA by certain of the Company's businesses for the fiscal years ended December 31, 2015 and/or 2016, with the number of stock options so vesting (if any) tied to the applicable levels of EBITDA ultimately achieved.

In the case of Messrs. Thombre and Dawson, these Performance Awards vest in two equal installments on the second and third anniversaries of the grant date, subject to continued employment, and the achievement of specified levels of EBITDA by certain of the Company's businesses for the fiscal years ended December 31, 2015 and/or 2016, with the number of stock options so vesting (if any) tied to the applicable levels of EBITDA ultimately achieved.

The number of Performance Awards that appears in the "Threshold" column is zero because the terms of the Performance Awards provide that if the minimum levels of specified EBITDA are not met, then no Performance Awards will vest.

The number of Performance Awards that appears in the "Target" column represents the number of Performance Awards that were considered probable of vesting on the grant date. Based on the Company's most recent assessment of the conditions associated with the Performance Awards, it is believed that a significantly smaller percentage of these Performance Awards will ultimately vest than what was assumed in valuing these awards at the time of grant.

The number of Performance Awards that appears in the "Maximum" column reflects the maximum number of Performance Awards that would vest if the highest level of performance condition is achieved.

(2)

For information on the treatment of Match Group stock options and RSUs upon a termination of employment (including certain terminations during specified periods following a change in control of Match Group and/or IAC), see the discussion under Estimated Potential Payments Upon Termination or Change in Control of Match Group beginning on page 35.

(3)

The exercise price is equal to the fair market value per share of Match Group common stock on the grant date, as adjusted in connection with the IPO in the case of awards granted prior to the completion of the IPO.

(4)

These stock options vested/vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued employment.

(5)

Represents the grant date fair value of stock option awards (Standard Awards and Performance Awards) determined using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions, including expected volatility (based on the historical volatility of IAC common stock), risk-free interest rates (based on U.S. Treasury yields for notes with terms comparable to those of the stock options), expected term (prior to the completion of the IPO, based on the midpoint of the first and last windows for exercise, and following the completion of the IPO, the historical exercise pattern of IAC's employees for comparable awards (a ten year contractual life with vesting in four equal installments because the Company does not have sufficient data to estimate an expected term for these awards) and no dividends.

The assumptions used to calculate the amounts in the table above for stock option awards granted to Messrs. Blatt and Yagan in February 2015 are as follows: expected volatility (27.10%), risk-free interest rate (1.12%) and expected term (3.38 years). The assumptions used to calculate the amounts in the table above for 144,575 stock option awards granted to Mr. Thombre in February 2015 and all stock option awards granted to Mr. Dawson in February 2015 are as follows: expected volatility (27.02%), risk-free interest rate (1.14%) and expected term (3.47 years). The assumptions used to calculate the amounts in the table above for 72,287 stock option awards granted to Mr. Thombre in February 2015 are as follows: expected volatility (26.80%), risk-free interest rate (1.22%) and expected term (3.72 years). The assumptions used to calculate the amounts in the table above for the stock option awards granted to Messrs. Swidler, Thombre and Dawson in September 2015 are as follows: expected volatility (29.09%), risk-free interest rate (1.48%) and expected term (4.83 years). The assumptions used to calculate the amounts in the table above for the stock option award granted to Mr. Blatt in November 2015 are as follows: expected volatility (27.58%), risk-free interest rate (1.68%) and expected term (4.83 years).

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(6)

Represents the grant date fair value of Performance Awards using the Black-Scholes option pricing model that were considered probable of vesting on the grant date. For the Black-Scholes assumptions used, see footnote (4) above. The grant date fair value of Performance Awards granted to Messrs. Blatt, Yagan, Thombre and Dawson, assuming the highest level of performance condition is achieved and the maximum number of Performance Awards is earned, is $4,284,333, $1,713,731, $433,520 and $303,464, respectively. Based on the Company's most recent assessment of the conditions associated with the Performance Awards, it is believed that a significantly smaller percentage of these Performance Awards will ultimately vest than what was assumed in valuing these awards at the time of grant.

(7)

These stock options vest in four equal installments on the first four anniversaries of the applicable grant date, subject to continued employment.

(8)

These stock options vest in four equal installments on the first four anniversaries of the grant date, subject to continued employment, and become exercisable if the closing price per share of the Company's common stock during any 20 consecutive trading day period equals or exceeds $15.96 (a 33% increase to the closing price of the Company's common stock on the grant date).

(9)

Reflects the grant date fair value of the Market Award granted to Mr. Blatt using a lattice model that incorporates a Monte Carlo simulation of Match Group's stock price. The assumptions used to calculate the amount in the table above for this award are as follows: expected volatility (27.0%), risk-free interest rate (2.3%), and no dividends. The expected term (3 years) of the Market Award is derived from the output of the option valuation model.

The generally accepted method for valuing the Market Award (a lattice model that incorporates a Monte Carlo simulation of the Company's stock price) differs from the method for valuing the Standard Award granted to Mr. Blatt on the same date (see table and footnote (4) above) with vesting tied solely to continued service (the Black-Scholes option pricing model). The difference in required valuation methodologies for the two November awards, as described in footnote (2) above, resulted in a higher valuation for the Market Award than the Standard Award, even though these awards, but for the limitation on exercisability tied to the Company's stock price that applies to the Market Award, have identical terms. If the stock price condition applicable to the Market Award is not satisfied, this limitation on exercisability may render the Market Award valueless in circumstances where the Standard Award may have value to the holder; if the stock price condition related to the Market Award is satisfied, the Standard Award and the Market Award would otherwise provide the holder with equal opportunities to realize value. As such, the disparate valuations for the November 2015 awards derived by the methodologies described above may not be reflective of the economic value of the awards to the holder.

(10)

These RSUs vest in three equal installments on the first three anniversaries of the grant date, subject to continued employment.

(11)

Reflects the dollar value of RSU awards, calculated by multiplying the number of RSUs awards by the fair market value per share (as defined in the applicable stock and annual incentive plan) of Match Group common stock on the grant date. The number of RSU awards reflects adjustments made in connection with the IPO.

(12)

144,575 of these stock options vest in two equal installments on the second and third anniversaries of the grant date and 72,287 of these stock options vest in one lump sum installment on the third anniversary of the grant date, in each case, subject to continued employment.

(13)

These stock options vest in four equal installments on December 31, 2016, 2017, 2018 and 2019, subject to continued employment.

(14)

These stock options vest in two equal installments on the second and third anniversaries of the grant date, subject to continued employment.

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Outstanding Equity Awards at 2015 Fiscal Year-End

        The table below provides information regarding Match Group stock options and RSUs, and IAC stock options and RSUs, as applicable, held by our named executives on December 31, 2015. The market values of the Match Group and IAC RSU awards are based on the closing prices of Match Group common stock ($13.55) and IAC common stock ($60.05) on December 31, 2015, respectively.

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2015 Option Exercises and Stock Vested

        The table below provides information regarding the number of shares acquired by our named executives upon the exercise of IAC and Match Group stock options or vesting of IAC RSUs in 2015 and the related value realized, excluding the effect of any applicable taxes.

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Estimated Potential Payments Upon Termination or Change in Control of Match Group

        None of Messrs. Blatt, Swidler, Yagan, Thombre or Dawson was a party to an employment agreement on December 31, 2015 that would have entitled him to continued salary payments and/or the acceleration of the vesting of Match Group, IAC and/or other equity awards upon any termination of employment on December 31, 2015. The 2015 Plan entitles our named executives to the acceleration of the vesting of Match Group equity awards upon certain terminations of employment following a change in control of Match Group. In the case of Messrs. Blatt and Swidler, certain equity award agreements entitle these named executives to the acceleration of the vesting of certain Match Group equity awards upon certain terminations of employment and, in the case of Mr. Blatt only, a change in control of Match Group and IAC. No agreement with any named executive or omnibus stock and incentive plan was in place on December 31, 2015 that entitled our named executives to the acceleration of the vesting of IAC equity awards upon any termination of employment or change in control of Match Group or IAC.

        Pursuant to the equity award agreements governing certain of Mr. Blatt's Match Group stock options and all of his stock appreciation rights denominated in the equity of The Princeton Review and DailyBurn:

•

upon a termination without cause or due to death or disability or resignation for good reason (an "Involuntary Termination") on December 31, 2015, Mr. Blatt would have been entitled to:



•

the partial vesting of outstanding and unvested awards in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the 12-month period following such termination of employment; and



•

continue to have the ability to exercise his vested awards through June 30, 2017; and



•

upon a change in control of the issuers of such awards or a change in control of IAC at a time during which the issuers of the awards are controlled subsidiaries of IAC, in each case, on December 31, 2015, Mr. Blatt would have been entitled to the acceleration of all then outstanding and unvested awards.

        Accordingly, in the case of Mr. Blatt, upon an Involuntary Termination and upon a change in control of Match Group or IAC, in each case, on December 31, 2015, the vesting of 1,393,067 Match Group stock options and all of his unvested stock appreciation rights denominated in the equity of The Princeton Review and DailyBurn would have been accelerated. And if such acceleration was due to an Involuntary Termination, such accelerated awards would have remained outstanding and exercisable through June 30, 2017.

        In the case of Mr. Swidler, pursuant to the equity award agreements governing all of his outstanding Match Group stock options and RSUs, upon an Involuntary Termination on December 31, 2015, Mr. Swidler would have been entitled to the partial vesting of outstanding and unvested awards in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the 12-month period following such termination of employment. Accordingly, in the case of Mr. Swidler, upon an Involuntary Termination on December 31, 2015, the vesting of 310,836 Match Group stock options and 34,544 Match Group RSUs would have been accelerated.

        No payments would have been required to have been made to any of Messrs. Yagan, Thombre and Dawson pursuant to any agreement between the Company and these named executives upon an Involuntary Termination on December 31, 2015. No payments would have been required to have been made to Messrs. Swidler, Yagan, Thombre and Dawson pursuant to any agreement between the Company and these named executives upon a change in control of Match Group on December 31, 2015. Lastly, upon a termination without cause or resignation for good reason following a change in control of Match Group on December 31, 2015, in accordance with the 2015 Plan, the vesting of all then outstanding and unvested Match Group stock options and/or Match Group RSUs, as applicable, held by Messrs. Blatt, Swidler, Yagan and Thombre and Dawson would have been accelerated.

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        Certain amounts that would become payable to our named executives upon the events described above (as and if applicable), assuming that the relevant event occurred on December 31, 2015, are described and quantified in the table below. These amounts, which exclude the effect of any applicable taxes, are based on the number of Match Group stock options and Match Group RSUs outstanding on December 31, 2015 and the closing price of Match Group common stock ($13.55) on December 31, 2015. In addition to these amounts, certain other amounts and benefits generally payable and made available to other Company employees upon a termination of employment, including payments for accrued vacation time and outplacement services, will generally be payable to named executives.

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Equity Compensation Plan Information

        Securities Authorized for Issuance Under Equity Compensation Plans.    The following table summarizes information, as of December 31, 2015, regarding Match Group equity compensation plans pursuant to which grants of Match Group stock options, Match Group RSUs or other rights to acquire shares of Match Group common stock may be made from time to time.