8-K: Vimeo Stockholders Approve Bending Spoons Merger

Vimeo, Inc. stockholders overwhelmingly approved the adoption of the Agreement and Plan of Merger with Bending Spoons US Inc. at a Special Meeting held on November 19, 2025.

Summary

• Vimeo, Inc. held a Special Meeting of Stockholders on November 19, 2025, with 90.46% of the total voting power represented, establishing a quorum.
• Stockholders approved the adoption of the Agreement and Plan of Merger, dated September 10, 2025, with Bending Spoons US Inc., Bending Spoons S.p.A., and Bloomberg Merger Sub Inc.
• Under the merger agreement, Bloomberg Merger Sub Inc. will merge with and into Vimeo, Inc., with Vimeo surviving as a wholly-owned subsidiary of Bending Spoons US Inc.
• The merger agreement was approved with 227,373,651 votes for, 247,814 against, and 295,322 abstentions.
• Stockholders also approved, by a non-binding advisory vote, compensation that will or may become payable to the named executive officers in connection with the Merger, with 174,360,703 votes for, 52,547,171 against, and 1,008,913 abstentions.
• An adjournment proposal was approved with 222,002,170 votes for, but no motion to adjourn was made as it was deemed unnecessary.

Sentiment

Score: 8

Explanation: The overwhelming approval of the merger agreement by stockholders indicates a clear path forward for the acquisition, reducing uncertainty and signaling a positive outcome for the transaction.

Positives

• Stockholders overwhelmingly approved the Agreement and Plan of Merger with Bending Spoons US Inc., with 227,373,651 votes in favor, paving the way for the acquisition to proceed.
• The approval of the merger provides certainty regarding the company's future ownership and strategic direction.
• The non-binding advisory vote on executive compensation related to the merger also passed, indicating stockholder support for the proposed compensation arrangements.

Future Outlook

The approval of the merger agreement by stockholders is a critical step towards the completion of the acquisition of Vimeo by Bending Spoons US Inc., after which Vimeo will operate as a wholly-owned subsidiary.

Management Comments

• The Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Industry Context

This acquisition represents a consolidation in the video software and creative tools industry, with Bending Spoons expanding its portfolio by integrating Vimeo's established video platform. Such mergers often aim to leverage combined user bases, technology, and market reach to enhance competitive positioning against other major players in the digital media and content creation space.

Corporate Governance

Stakeholder Impact

• Shareholders: Overwhelmingly approved the merger, indicating support for the transaction and its terms, leading to the company's acquisition.
• Employees: The merger will result in Vimeo becoming a wholly-owned subsidiary, potentially impacting organizational structure and roles.
• Management: Executive compensation related to the merger was approved on an advisory basis by stockholders.

Next Steps

• Completion of the merger, where Bloomberg Merger Sub Inc. will merge with and into Vimeo, Inc., with Vimeo surviving as a wholly-owned subsidiary of Bending Spoons US Inc.

Key Dates

Keywords

Vimeo, Bending Spoons, Merger, Acquisition, Stockholder Vote, Corporate Governance, SEC Filing, 8-K, VMEO