Form 8-K - Current report

0001818383FALSE00018183832025-02-042025-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2025

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MediaAlpha, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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Delaware			001-39671			85-1854133
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

700 South Flower Street, Suite 640 Los Angeles, California			90017
(Address of Principal Executive Offices)			(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

			Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value

MAX

New York Stock Exchange

			Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company     o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to Employment Agreements

On February 4, 2025, the Compensation Committee of the Board of Directors of MediaAlpha, Inc. (the “Company”), approved amendments to the Amended and Restated Employment Agreements with Steven Yi and Eugene Nonko.

The amendment to Mr. Yi’s Employment Agreement provides that, commencing with bonuses for fiscal 2025, Mr. Yi shall participate in the annual cash incentive plan for the Company’s executives, rather than receiving annual performance-vesting restricted stock units with vesting provisions and targets that mirror the terms of the annual cash incentive plan. The amendment to Mr. Nonko’s Employment Agreement provides that, as Mr. Nonko will retire as the Company’s Chief Technology Officer effective June 30, 2025, he will not receive an award of performance-vesting restricted stock units for 2025.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the amendments, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.

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ITEM 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
10.1			Fourth Amendment to Amended and Restated Employment Agreement among MediaAlpha, QuoteLab, LLC and Steven Yi, dated February 4, 2025
10.2			Fourth Amendment to Amended and Restated Employment Agreement among MediaAlpha, QuoteLab, LLC and Eugene Nonko, dated February 4, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MediaAlpha, Inc.
Date: February 10, 2025			By:			/s/ Jeffrey B. Coyne
						Name:			Jeffrey B. Coyne
						Title:			General Counsel & Secretary

Exhibit 10.1

FOURTH AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Fourth Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of February 4, 2025, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and STEVEN YI (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).

RECITALS

    A.    WHEREAS, Parent, the Company and the Executive are parties to that certain Amended and Restated Employment Agreement dated as of October 27, 2020, as amended by that certain First Amendment to Amended and Restated Employment Agreement dated as of March 22, 2022, that certain Second Amendment to Amended and Restated Employment Agreement dated as of August 1, 2023, and that certain Third Amendment to Amended and Restated Employment Agreement dated as of May 20, 2024 (as so amended, the “Employment Agreement”); and

    B.    WHEREAS, the parties desire to amend certain provisions of the Employment Agreement, as more particularly set forth herein.

AGREEMENT

    In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

1.    Amendment of Section 4(c). Section 4(c) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

    “(c)    Annual Bonus. During the Term, the Executive shall be eligible to receive an annual cash incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “Annual Bonus”) based on a target bonus opportunity of 100% of the Executive’s Base Salary (the “Target Bonus”), upon the attainment of one or more pre-established performance goals established by the Board or the Committee in good faith in consultation with the Executive. The Annual Bonus, if any, shall be paid in a single lump sum during the calendar year following the calendar year with respect to which it is earned and as soon as reasonably practicable (but in any event, within thirty (30) days) following completion of the annual audit of the Company’s financial statements (on a consolidated basis) for the year to which the bonus relates, or such earlier date as is approved by the Board or the Committee, and any earned annual bonus shall not be subject to further vesting or, except as may be elected by the Executive in compliance with Code Section 409A (defined below), deferral.”

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2.    Amendment and Ratification. Except as specifically amended hereby, all terms, conditions, covenants, representations, and warranties contained in the Employment Agreement shall remain in full force and effect and shall be binding upon the parties.

3.    Entire Agreement. The Employment Agreement (including the Schedules thereto), in each case as amended hereby, together with the Executive’s Confidential Information and Inventions Agreement, constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof.

4.    Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

5.    Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

6.    Facsimile or .pdf Signature. This Amendment may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

[Signature page follows]

2

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

MEDIAALPHA, INC.


By: /s/ Jeffrey B. Coyne    
Name: Jeffrey B. Coyne
Title: General Counsel

QUOTELAB, LLC


By: /s/ Jeffrey B. Coyne    
Name: Jeffrey B. Coyne
Title: General Counsel

EXECUTIVE

/s/ Steven Yi    

    Steven Yi

[SIGNATURE PAGE TO FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT]

Exhibit 10.2

FOURTH AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Fourth Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of February 4, 2025, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and EUGENE NONKO (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).

RECITALS

    A.    WHEREAS, Parent, the Company and the Executive are parties to that certain Amended and Restated Employment Agreement dated as of October 27, 2020, as amended by that certain First Amendment to Amended and Restated Employment Agreement dated as of March 22, 2022, that certain Second Amendment to Amended and Restated Employment Agreement dated as of August 1, 2023, and that certain Third Amendment to Amended and Restated Employment Agreement dated as of May 20, 2024 (as so amended, the “Employment Agreement”); and

    B.    WHEREAS, as the Executive will retire as the Company’s Chief Technology Officer on June 30, 2025, the parties desire to amend the Employment Agreement, as more particularly set forth herein.

AGREEMENT

    In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

1.    Deletion of Section 4(c). Section 4(c) of the Employment Agreement is hereby deleted in its entirety.

2.    Amendment and Ratification. Except as specifically amended hereby, all terms, conditions, covenants, representations, and warranties contained in the Employment Agreement shall remain in full force and effect and shall be binding upon the parties.

3.    Entire Agreement. The Employment Agreement (including the Schedules thereto), in each case as amended hereby, together with the Executive’s Confidential Information and Inventions Agreement, constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof and thereof.

4.    Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Amendment or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the

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laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

5.    Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

6.    Facsimile or .pdf Signature. This Amendment may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

[Signature page follows]

2

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

MEDIAALPHA, INC.


By: /s/ Jeffrey B. Coyne    
Name: Jeffrey B. Coyne
Title: General Counsel

QUOTELAB, LLC


By: /s/ Jeffrey B. Coyne    
Name: Jeffrey B. Coyne
Title: General Counsel

EXECUTIVE

/s/ Eugene Nonko    

    Eugene Nonko

[SIGNATURE PAGE TO FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT]

Cover	Feb. 04, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 04, 2025
Entity Registrant Name	MediaAlpha, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39671
Entity Tax Identification Number	85-1854133
Entity Address, Address Line One	700 South Flower Street
Entity Address, Address Line Two	Suite 640
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90017
City Area Code	213
Local Phone Number	316-6256
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.01 par value
Trading Symbol	MAX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001818383
Amendment Flag	false

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