NYSE: XOXO(common stock)

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XO Group Inc. Announces Board of Directors Changes


NEW YORK, June 1, 2018 /PRNewswire/ -- XO Group Inc. (NYSE: XOXO, www.xogroupinc.com) today announced the election of Michael Zeisser, current Lead Independent Director of XO Group, as Chairman of the Board, replacing XO Group cofounder David Liu who is stepping down. XO Group also announced the appointment of Jan Hier-King, cofounder and CTO of Bicycle Financial, to the company's board of directors as an independent director who will serve on the board's Audit Committee. Ms. Hier-King will be filling the vacancy created by the departure of Elizabeth Schimel who is also stepping down from the board. With this transition, the board will consist of seven directors, six of whom are independent.

XO Group Inc. (PRNewsFoto/XO Group Inc.) (PRNewsfoto/XO Group Inc.)

Mr. Zeisser has served as an XO Group director since July 2013 and was elected by the independent directors of the company's Board of Directors in May 2014 to serve as the Lead Independent Director. Mr. Zeisser is the former Chairman, U.S. Investments, for Alibaba Group, one of the largest internet companies in the world.

Ms. Hier-King spent a majority of her career at Charles Schwab, holding several positions over her 17 year tenure including Executive Vice President Human Resources, Executive Vice President Operational Services and Chief Information Officer. She is currently the cofounder and CTO of Bicycle Financial, a start-up focused on personal finance solutions. She also serves as a non-executive board member of Mphasis, a leading IT solutions provider based in Bangalore, India.

Mr. Liu cofounded The Knot Inc. in 1996 with Carley Roney and served as Chief Executive Officer of The Knot/XO Group Inc. from inception through March 2014, and has served as Chairman from inception through May 2018.

"On behalf of all of XO Group, I want to thank our cofounder, David, for his vision, tenacity, and leadership, without which we would not be here today leading this wonderful industry," said Mike Steib, CEO of XO Group. "Our board is in great hands as Michael Zeisser transitions from Lead Independent Director to Chairman, and I'm thrilled to welcome Jan Hier-King whose operational expertise and enterprise technology experience will be invaluable to the success of XO Group and our stockholders."

"It is an honor to be entrusted with the privilege and responsibility to succeed David as Chairman of XO Group. Carley and David have made a difference in the lives of millions of couples," said Mr. Zeisser. "The board of directors will continue to steward their vision, and reaffirms its commitment to strong corporate governance and long-term value creation for the owners of the company."

"I have had the good fortune and privilege over the past 22 years to have worked with the smartest, most creative and hard-working group of individuals. Their commitment and belief in our mission to obsessively serve every need of our couples and new parents is why we were able to create one of the most beloved and enduring consumer brands. I am grateful for their dedication and inspired by their humility." said Mr. Liu. "I'd like to thank Liz for her wise counsel and support over the years and I'd like to welcome Jan to the XO Group family. Finally I'd like to congratulate Michael Zeisser on succeeding me as Chairman, he has been a trusted partner and friend. His steady hand as our lead independent director gives me confidence that the company will continue to strive to fulfill its mission."

About XO Group Inc.

XO Group Inc.'s (NYSE: XOXO; xogroupinc.com) mission is to help people navigate and truly enjoy life's biggest moments together. Our multi-platform brands guide couples through transformative life stages - from getting married with The Knot, to having a baby with The Bump, and helping bring important celebrations to life with entertainment vendors from GigMasters. The Company is publicly listed on the New York Stock Exchange (NYSE: XOXO) and is headquartered in New York City.

Forward Looking Statements

This release may contain projections or other forward-looking statements regarding future events or our future financial performance. These statements are only predictions and reflect our current beliefs and expectations. Actual events or results may differ materially from those contained in the projections or forward-looking statements. It is routine for internal projections and expectations to change as the quarter progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of the quarter. Although these expectations may change, we will not necessarily inform you if they do. Our policy is to provide expectations not more than once per quarter, and not to update that information until the next quarter. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation, (i) our online wedding-related and other websites may fail to generate sufficient revenue to survive over the long term, (ii) we incurred losses for many years following our inception and may incur losses in the future, (iii) we may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall, (iv) sales to sponsors or advertisers may be delayed or cancelled, (v) efforts to launch new technology and features may not generate significant new revenue or may reduce revenue from existing services, (vi) we may be unable to develop solutions that generate revenue from advertising delivered to mobile phones and wireless devices, (vii) the significant fluctuation to which our quarterly revenue and operating results are subject, (viii) the seasonality of the wedding industry, (ix) our e-commerce operations are dependent on Internet search engine rankings, and our ability to influence those rankings is limited, (x) the dependence of our registry services business on third parties, and (xi) other factors detailed in documents we file from time to time with the Securities and Exchange Commission. Forward-looking statements in this release are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

Cision View original content with multimedia:http://www.prnewswire.com/news-releases/xo-group-inc-announces-board-of-directors-changes-300657992.html

SOURCE XO Group Inc.

Melissa Bach, Director, Public Relations and Brand Marketing, (212) 515-3594, mbach@xogrp.com; Ivan Marmolejos, Director, Investor Relations and Corporate Development,(212) 219-8555 x1004, IR@xogrp.com


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Non-GAAP Information

XO Group Inc also uses certain financial measures that are not prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), including adjusted EBITDA, adjusted net income, adjusted net income per diluted share and free cash flow. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under U.S. GAAP. Our use of these terms may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

Management defines its non-GAAP financial measures as follows:

  • Adjusted EBITDA represents U.S. GAAP net income (loss) adjusted to exclude, if applicable: (1) provision (benefit) for income taxes, (2) depreciation and amortization, (3) stock-based compensation expense, (4) impairment charges and asset write-offs, (5) loss in equity interests, (6) interest and other income, net (7) net loss attributable to non-controlling interest and (8) other items impacting comparability in the period.
  • Adjusted net income represents U.S. GAAP net income (loss), adjusted for incremental or unusual costs incurred in the current period, which may include: (1) impairment charges and asset write-offs, (2) executive severance and other restructuring charges and (3) the impact of certain foreign taxes, interest and penalties.
  • Adjusted net income per diluted share represents adjusted net income (as defined above), divided by the diluted weighted-average number of shares outstanding for the period.
  • Free cash flow represents U.S. GAAP net cash provided by operations, less capital expenditures.

Management believes that these non-GAAP financial measures, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provide useful information about our period-over-period growth and provide additional information that is useful for evaluating our operating performance. However, adjusted EBITDA, adjusted net income, adjusted net income per diluted share and free cash flow are not measures of financial performance under U.S. GAAP and, accordingly, should not be considered substitutes for or superior to net income (loss) and net income (loss) per diluted share and net cash provided by operating activities as indicators of operating performance. A reconciliation of GAAP to Non-GAAP financial measures is included in the periodic reports and other documents filed from time-to-time by XO Group with the Securities and Exchange Commission.

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