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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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Move, Inc.
10 Almaden Boulevard, Suite 800
San Jose, California 95113

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 12, 2013

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To Our Stockholders:

        The annual meeting of stockholders of Move, Inc., a Delaware corporation, will be held on June 12, 2013, at 9:30 a.m., local time, at the Company's offices located at 10 Almaden Blvd., Suite 800, San Jose, California 95113, for the following purposes:

1.

To elect the six directors nominated for election by the Governance and Nominating Committee of our Board of Directors (the "Board"), as listed in the enclosed proxy statement, each to serve for a term through the annual meeting of stockholders in 2014 and until their respective successors have been duly elected and qualified;



2.

To ratify the appointment of Move, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2013;



3.

To approve, on an advisory basis, the compensation paid to the Company's Named Executive Officers;



4.

To approve an amendment to the Move, Inc. 2011 Incentive Plan to increase by 2,100,000 the number of shares available thereunder; and



5.

To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

        The foregoing matters are described in more detail in the enclosed proxy statement. Only stockholders of record at the close of business on the record date, April 15, 2013 (the "Record Date"), are entitled to receive notice of and vote at the annual meeting or any postponement or adjournment thereof.

        Pursuant to rules promulgated by the Securities and Exchange Commission (the "SEC"), we are providing access to our proxy materials over the Internet. On or about May 1, 2013, we will mail our stockholders a Notice Regarding Availability of Proxy Materials (the "Notice"), in connection with the solicitation of proxies by our Board of Directors for use at the annual meeting of stockholders and any adjournments or postponements thereof. On or before the date of mailing, we will make our Proxy Statement, including this Notice of Annual Meeting, and the Annual Report, publicly available on the Internet so that it is accessible according to the instructions provided in the Notice. The Notice will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice will also instruct you as to how you may submit your proxy over the Internet or by mail, including how to receive a printed copy of our proxy materials.

Westlake Village, California
April 25, 2013

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PROXY STATEMENT

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        This proxy statement is furnished on behalf of the Board of Directors of Move, Inc., a Delaware corporation ("Move" or the "Company"), for use at Move's annual meeting of stockholders to be held on June 12, 2013, at 9:30 a.m., local time, and any postponement or adjournment thereof. The annual meeting will be held at the Company's offices located at 10 Almaden Blvd., Suite 800, San Jose, California 95113.

        These proxy solicitation materials were first made available on or about May 1, 2013, to stockholders entitled to vote at the annual meeting.

ABOUT THE MEETING

What is the purpose of the annual meeting?

        At the annual meeting, stockholders will vote on the matters outlined in the accompanying Notice of Annual Meeting of Stockholders, including the election of six directors, ratification of the appointment of the Company's independent registered public accounting firm, approval, on an advisory basis, of the compensation paid to the Company's Named Executive Officers, and approval of an amendment to the Move, Inc. 2011 Incentive Plan to increase by 2,100,000 the number of shares available thereunder. In addition, the Company will transact such other business as may properly come before the meeting.

        All directors to be elected by the holders of our common stock will be elected for a term of one year. Six of our current directors — Joe F. Hanauer, Steven H. Berkowitz, Jennifer Dulski, Kenneth K. Klein, V. Paul Unruh and Bruce G. Willison — have been nominated and are being submitted for re-election to our holders of common stock as indicated under "Who is entitled to vote?" below.

        In addition, pursuant to its ownership of our sole outstanding share of Series A Preferred Stock (the "Series A Preferred Stock"), the National Association of REALTORS® (the "NAR") has the right to elect one director to our Board (the "Series A Director"). Beginning with our 2008 annual meeting, and again at our 2009, 2010, 2011, and 2012 annual meetings, the NAR elected Catherine B. Whatley to serve as the Series A Director. Ms. Whatley's term expires at this annual meeting. The NAR has indicated its intent to re-elect Catherine B. Whatley to serve as the Series A Director as of our 2013 annual meeting.

Who is entitled to vote?

        Only stockholders of record who owned our common stock at the close of business on the Record Date are entitled to vote at the annual meeting or any postponement or adjournment of the meeting. Pursuant to its ownership of our sole outstanding share of Series A Preferred Stock, the NAR has the right to elect the Series A Director. The holders of the common stock are not entitled to vote on the election of the Series A Director.

What is the Board of Directors' recommendation on the proposals?

        The Board of Directors recommends that you vote:

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FOR the election of Joe F. Hanauer, Steven H. Berkowitz, Jennifer Dulski, Kenneth K. Klein, V. Paul Unruh and Bruce G. Willison as directors;



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FOR the proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013;



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FOR the approval, on an advisory basis, of the compensation paid to the Company's Named Executive Officers; and



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FOR the amendment to the Move, Inc. 2011 Incentive Plan to increase by 2,100,000 the number of shares available thereunder.

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How do I vote?

        The Notice will instruct you as to how you may submit your proxy over the Internet or to return your proxy card by mail. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

        If your shares are held in "street name" by your broker or bank, you might receive a form from your broker or bank seeking instructions as to how your shares should be voted. If you do not instruct your broker or bank how to vote, your broker or bank will vote your shares if it has discretionary power to vote on a particular matter. Except for the ratification of the appointment of the Company's independent registered public accounting firm, each of the matters outlined in the accompanying Notice of Annual Meeting of Stockholders is a nonroutine item under NYSE rules applicable to brokers. As a result, brokers who do not receive instructions from you as to how to vote will not be able to vote your shares on these proposals, resulting in what is known as a "broker nonvote." The ratification of the appointment of an independent registered public accounting firm is currently a routine item under NYSE rules applicable to brokers. As a result, brokers who do not receive instructions as to how to vote on this matter generally may vote on this matter in their discretion.

        If you are a stockholder of record, the shares on your proxy represent ALL of your shares. If you do not return your proxy card(s) or vote over the Internet, your shares shown on your proxy will not be voted except, as described below, by way of personal attendance and voting at the annual meeting.

        You may also attend the annual meeting and vote in person if you are a stockholder of record on the Record Date. If your shares are held in street name, you may vote your shares in person only if you have a legal proxy from the entity that holds your shares, giving you the right to vote the shares. A legal proxy is a written document from your brokerage firm or bank authorizing you to vote certain shares it holds in its name. If you attend the meeting and vote your shares by ballot, your vote at the meeting will revoke any vote you submitted over the Internet or by mail. Even if you currently plan to attend the meeting, we recommend that you also vote by proxy, as described above, so that your vote will be counted if you later decide not to attend the meeting.

Can I change my vote after I return my proxy?

        Yes, you have the right to revoke your proxy at any time before the annual meeting by submitting another, later-dated proxy by mail or via the Internet, by notifying our corporate secretary in writing, or by voting in person at the annual meeting.

Who will count the votes?

        Broadridge Financial Solutions, Inc. ("Broadridge") will count the votes and act as the inspector of elections.

What does it mean if I get more than one Notice?

        If your shares are registered differently and are in more than one account, you may receive more than one Notice. We encourage you to have all accounts registered in the same name and address (whenever possible). You can accomplish this by contacting our transfer agent, Computershare Shareowner Services LLC (800-851-9726), or, if your shares are held in street name, by contacting the broker or bank that holds your shares.

How many shares can vote?

        As of the Record Date, 39,865,840 shares of common stock were issued and outstanding. Each holder of common stock is entitled to one vote for each share of common stock held.

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What is a quorum?

        The presence at the meeting in person or by proxy of the holders of a majority of the shares of stock entitled to vote at the meeting will constitute a quorum for the transaction of business. Proxies marked as abstaining on any matter to be acted upon by stockholders and "broker nonvotes" will be treated as present for purposes of determining a quorum.

What is required to approve the proposals, once a quorum is established?

        For the election of the directors (other than the Series A Director), the nominees for director shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Accordingly, the six nominees for director who are to be elected by holders of the common stock who receive the most votes of the common stock cast at the meeting will become directors of the Company.

        For all other matters, including (i) the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013; (ii) the approval, on an advisory basis of the compensation paid to the Company's Named Executive Officers; (iii) the approval of the amendment to the Move, Inc. 2011 Incentive Plan to increase by 2,100,000 the number of shares available thereunder; and (iv) any other business as may properly come before the meeting or any postponement or adjournment thereof, the vote required to approve the proposal is the affirmative vote of the holders of a majority of shares of common stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter. For the approval of the amendment to the Move, Inc. 2011 Incentive Plan to increase by 2,100,000 the number of shares available thereunder, under NASDAQ's listing standards, the minimum vote that will constitute shareholder approval will be a majority of the total votes cast on the proposal. As noted below, abstentions will not be treated as a vote cast on the proposals.

How are broker nonvotes treated?

        With respect to the election of directors, broker nonvotes will be treated as not entitled to vote and will have no impact on the outcome of the vote. With respect to the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, broker nonvotes will be counted as votes cast for the proposal (due to the fact that brokers have discretionary authority to vote on such proposal). With respect to each of (i) the approval, on an advisory basis, of the compensation of the Company's Named Executive Officers, and (ii) the approval of the amendment to the Move, Inc. 2011 Incentive Plan to increase by 2,100,000 the number of shares available thereunder, broker nonvotes will not be counted as votes cast for the proposal (due to the fact that brokers do not have discretionary authority to vote on such proposals). Accordingly, with respect to each of such proposals, broker nonvotes will have no effect on determining whether the affirmative vote constitutes a majority of shares of common stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter.

        If you properly execute your proxy card and send it to the Company or vote it online in time to vote, the persons named in the form of proxy will vote your shares as specified. With respect to each of the matters outlined in the accompanying Notice of Annual Meeting of Stockholders, if you sign the proxy form but do not make specific choices, your proxy will vote your shares in accordance with the recommendations of the Board with respect to such matters. If any other matter is presented during the meeting, your proxy will vote in accordance with his best judgment, to the extent permitted by applicable law and the listing rules of the NASDAQ. As of the date of this proxy statement, the Company is not aware of any matters to be acted on at the Annual Meeting other than those matters described in this proxy statement. Any proxy given may be revoked at any time before it is voted at the Annual Meeting.

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What happens if I abstain?

        Proxies marked "abstain" will be counted as shares present for the purpose of determining the presence of a quorum; but for purposes of determining the outcome of a proposal, shares represented by these proxies will not be treated as affirmative votes. With respect to the election of directors, you may vote "FOR" one or more or all nominees or "WITHHOLD AUTHORITY" to vote for one or more or all nominees, with no separate provision to "abstain" in such vote. For a proposal requiring the approval of holders of a majority of the shares of stock entitled to vote thereon that are present in person or represented by proxy at the meeting and are voted for or against the matter, which includes the ratification of the appointment of Ernst & Young as the Company's independent registered public accounting firm, the approval, on an advisory basis, of the compensation of the Company's Named Executive Officers, and the approval of the amendment to the Move, Inc. 2011 Incentive Plan, an abstention will have no impact on the outcome of the vote with respect to such proposals.

How will Move solicit proxies?

        We have retained Broadridge to assist in the distribution of proxy materials. We will bear the costs and expenses of preparing and mailing proxy solicitation materials for the annual meeting and will reimburse brokerage firms and others for their reasonable out-of-pocket expenses for forwarding proxy solicitation materials to stockholders. We have not retained a proxy solicitation service to assist in soliciting proxies. If, however, a proxy solicitation service is retained, we will bear the costs of such service. Proxies may also be solicited in person, by telephone, or by facsimile by our directors, officers and employees without additional compensation being paid to these persons.

PROPOSAL 1 — ELECTION OF DIRECTORS

        Our Bylaws provide that the authorized number of directors may be fixed by resolution of the Board of Directors from time to time; provided, however, that the number of directors shall not be decreased below six (6) directors nor increased above ten directors without stockholder approval. As of last year's annual meeting on June 13, 2012, the number of directors had been fixed by the Board at six (6). Subsequently, on October 5, 2012, the Board increased the number of directors to seven (7) and appointed Jennifer Dulski to fill the additional position on the Board. Accordingly, the Board is proposing the re-election by the stockholders of the six (6) directors named in this proposal, to serve in addition to a seventh director which the NAR has the right to elect pursuant to its ownership of our sole outstanding share of our Series A Preferred Stock.

        Pursuant to our Restated Certificate of Incorporation, the terms of the directors who were elected at our annual meeting of stockholders in 2012, as well as the term of Ms. Dulski, who was appointed as a director subsequent to our 2012 annual meeting of stockholders, all expire at this 2013 annual stockholders' meeting. Accordingly, all directors will be elected at the 2013 annual meeting for a term of one year. The Restated Certificate of Incorporation also provides that, notwithstanding the above, each director shall hold office until such director's successor is elected and qualified, or until such director's earlier death, resignation or removal.

        Unless otherwise instructed, the proxy holders will vote the proxies received by them for the director nominees named on the Notice and the proxy card. If any nominee is unable or declines to serve as a director at the time of the annual meeting, the proxies will be voted for any nominee designated by the present Board of Directors to fill the vacancy. Each of the nominees named on the Notice and proxy card has agreed to serve as director, if elected.

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        The nominees nominated by the Governance and Nominating Committee of our Board of Directors for election as directors by the holders of our common stock are:

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Joe F. Hanauer;



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Steven H. Berkowitz;



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Jennifer Dulski



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Kenneth K. Klein;



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V. Paul Unruh; and



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Bruce G. Willison.

        As described elsewhere herein, the NAR has indicated its intent to re-elect Catherine B. Whatley as the Series A Director.

        Information about these nominees, our other directors and our executive officers is set forth below in the section entitled "Management — Directors and Executive Officers."

Recommendation of the Board of Directors

        THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH OF THE DIRECTOR NOMINEES LISTED IN THE PROXY. THE PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF THE PROXY IS EXECUTED AND RETURNED AND NO SPECIFICATION IS MADE WITH RESPECT TO A DIRECTOR NOMINEE, THE PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEE.

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

        The Audit Committee of the Board of Directors has selected Ernst & Young LLP as the Company's independent registered public accounting firm for the current fiscal year ending December 31, 2013. The Audit Committee has also pre-approved the engagement of Ernst & Young LLP to perform reviews of federal and state tax returns, prepare Canadian tax returns, and provide advisory and related services to the Company during 2013. Although ratification by the stockholders of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm is not required by law or by the Bylaws of the Company, the Audit Committee believes it is appropriate to seek stockholder ratification of this appointment in light of the critical role played by the independent registered public accounting firm in auditing the Company's financial statements. If this selection is not ratified at the annual meeting of stockholders, the Audit Committee may reconsider its selection of an independent registered public accounting firm for the fiscal year ending December 31, 2013.

        One or more representatives of Ernst & Young LLP are expected to be present at the annual meeting and will have an opportunity to respond to appropriate questions and make a statement if they desire to do so.

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Fees Billed for Services Rendered by Independent Registered Public Accounting Firm

        Ernst & Young LLP served as the Company's principal independent registered public accounting firm to audit the Company's financial statements for the fiscal years ended December 31, 2012 and December 31, 2011. The fees billed to us in those fiscal years for Ernst & Young LLP's services were:

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(1)

"Audit Fees" are fees billed by Ernst & Young LLP for professional services rendered for the audit of the Company's financial statements for 2012 and 2011, for the auditor's report on the effectiveness of internal control over financial reporting as of December 31, 2012 and December 31, 2011, for the review of the Company's financial statements included in the Company's quarterly reports on Form 10-Q filed with the SEC during 2012 and 2011, and for services that are normally provided by auditors in connection with statutory and regulatory filings or engagements.

(2)

"Audit-Related Fees" are fees billed by Ernst & Young LLP for 2012 and 2011 for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported above under the caption "Audit Fees." These services primarily relate to accounting and auditing consultation.

(3)

"Tax Fees" are fees billed by Ernst & Young LLP for 2012 and 2011 for professional services rendered for tax compliance, tax advice and tax planning for the Company, and includes preparation of Canadian tax returns, review of the Company's federal U.S. tax return, review of certain state tax returns, assistance with documentation of the validity of the Company's net operating loss carry-forwards, and assistance with a Canadian research and development study.

(4)

No fees were billed by Ernst & Young LLP for professional services rendered during 2012 and 2011 other than as stated above under the captions "Audit Fees," "Audit-Related Fees" and "Tax Fees."

        The Audit Committee's policy is to approve in advance all audit services and permitted nonaudit services provided by the Company's independent registered public accounting firm. In 2012 and 2011, the Audit Committee approved, in advance, all services provided by the independent registered public accounting firm and the related fees. Those services involved only audit services, audit accounting consultation and general corporate tax services. In addition, the Audit Committee has authorized its financial expert to pre-approve on behalf of the Audit Committee auditing and permitted nonauditing services of $50,000 or less to be provided by Ernst & Young LLP or any other accounting services firms, with the Audit Committee financial expert to report each pre-approval of services to the full committee at its next scheduled meeting after such pre-approval.

        The Audit Committee did not utilize the "waiver of pre-approval" provisions set forth in the applicable rules of the SEC to approve any of the audit and nonaudit services described above for Ernst & Young LLP.

Recommendation of the Board of Directors

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2013. THE PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF THE PROXY IS EXECUTED AND RETURNED AND NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP.

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PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

        The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of the Company's Named Executive Officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission.

        As described below in the "Compensation Discussion and Analysis," we seek to closely align the interests of our Named Executive Officers with the interests of our stockholders. Our compensation programs are designed to reward our Named Executive Officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking.

        The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our Named Executive Officers, and the philosophy, policies and practices, described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Management Development and Compensation Committee of the Board. However, we value the opinions of our stockholders, and the Management Development and Compensation Committee will review the voting results and take them into consideration when making future decisions regarding executive compensation as it deems appropriate.

        Accordingly, we ask our stockholders to vote to approve the following resolution at the Annual Meeting:

"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company's Proxy Statement for the 2013 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2012 Summary Compensation Table and the other related tables and disclosures."

Recommendation of the Board of Directors

        THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. THE PERSONS NAMED IN THE FORM OF PROXY WILL VOTE THE PROXY AS SPECIFIED. IF THE PROXY IS EXECUTED AND RETURNED AND NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE PROPOSAL.

PROPOSAL 4 — APPROVAL OF AN AMENDMENT TO MOVE'S 2011 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE THEREUNDER BY 2,100,000 SHARES

        On April 17, 2013 the Board of Directors of the Company adopted, subject to stockholder approval at the 2013 annual meeting, an amendment to Move's 2011 Incentive Plan (the "2011 Plan") to increase the number of shares available thereunder by 2,100,000 shares. The amendment will become effective as of the date it is approved by our stockholders. The original 2011 Plan, as approved by our stockholders on June 15, 2011, authorized for issuance 20,800,000 shares, plus a number of additional shares (not to exceed 10,000,000) subject to awards outstanding as of June 15, 2011, granted under the Company's prior equity incentive plans that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. Subsequent to the Company's stockholders approving the 2011 Plan, a 1-for-4 reverse stock split with respect to the Company's common stock (the "1-for-4 Reverse Stock Split"), as approved by the Company's stockholders on June 15, 2011, became effective on November 18, 2011. As a result of such 1-for-4 Reverse Stock Split, the share amounts set forth in the original 2011 Plan were proportionately decreased, such that, after such 1-for-4 reverse stock split, the 2011 Plan authorized for issuance 5,200,000 shares, plus a number of additional shares (not to exceed 2,500,000) subject to awards outstanding as of

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June 15, 2011, granted under the Company's prior equity incentive plans that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. In accordance with the terms of the 2011 Plan, as of the date of this proxy statement, the number of shares available to grant pursuant to the 2011 Plan has been increased by the maximum 2,500,000 allowed. As part of its proposal of the 2011 Plan for stockholder approval, the Company agreed that no further awards would be granted under any of its prior equity incentive plans.

Key Data Relating to Awards Outstanding Under 2011 Plan and Prior Plans and Shares Available under 2011 Plan

        The following table provides information regarding equity awards outstanding under the 2011 Plan and the Company's prior equity incentive plans, and shares available for future awards under the 2011 Plan, as of February 28, 2013:

        The Management Development and Compensation Committee considered the number of shares of common stock still available for issuance under the 2011 Plan when considering the proposed amendment to the 2011 Plan. Approval of the amendment would allow the Management Development and Compensation Committee to continue to grant incentive awards and reward opportunities that are tied to performance of the Common Stock, and continue to grant full-value forms of awards where it deems such awards appropriate.

The 2011 Plan Contains Important Provisions Promoting Sound Compensation and Governance Practices

        The 2011 Plan includes a number of features that are designed to protect our stockholders' interests and to reflect strong corporate governance practices. These provisions reinforce and promote good alignment of equity compensation arrangements for officers, employees, nonemployee directors and other service providers with the interests of stockholders and the Company. These provisions include, but are not limited to, the following:

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No Discounted Options or Stock Appreciation Rights (SARs). Under the 2011 Plan, stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.



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No Repricing Without Stockholder Approval. In the event the exercise price of a stock option or SAR is above the market value of the Company's common stock, the Company may not, without stockholder approval, "reprice" those awards by reducing the exercise price of such stock options or SARs or exchanging such stock options or SARs for cash, other awards, or new stock options or SARs with a reduced exercise price.



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Minimum Vesting Requirements. Restricted Stock and Restricted Stock Units (RSUs) are required to meet minimum vesting requirements. Restricted Stock and RSUs that are not performance-based must have vesting periods of at least three years, with certain limited exceptions. If awards are performance-based, then performance must be measured over a period of at least one year.

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No Liberal Share Recycling. Shares retained by or delivered to the Company to pay the exercise price or withholding taxes in connection with the exercise of an outstanding stock option or SAR, unissued shares resulting from the settlement of SARs in stock, and shares purchased by us in the open market using the proceeds of option exercises do not become available for issuance as future awards under the 2011 Plan.



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No Dividends on Unearned Performance Awards. The 2011 Plan prohibits the current payment of dividends or dividend equivalent rights on unearned performance awards.



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Fungible Share Design. Shares issued in connection with Restricted Stock and RSUs count against the number of shares authorized for issuance under the 2011 Plan at a higher rate than shares issued upon exercise of stock options and SARs.



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Awards Subject to Clawback Policy. Awards under the Plan are subject to any compensation recoupment policy that the Company may adopt from time to time.



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No Transferability. Awards generally may not be transferred (except by will or the laws of descent and distribution) unless approved by the Management Development and Compensation Committee.



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No Evergreen Provision. There is no "evergreen" feature pursuant to which the shares authorized for issuance under the 2011 Plan can be automatically replenished.



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No Automatic Grants. The 2011 Plan does not provide for automatic grants to any participant.



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No Tax Gross-ups. The 2011 Plan does not provide for any tax gross-ups.

        A summary of the 2011 Plan is set forth below. The proposed amendment to the 2011 Plan is attached hereto as Appendix A, and the full text of the 2011 Plan is attached hereto as Appendix B. All share amounts stated in the full text of the 2011 Plan attached hereto as Appendix B have been adjusted to reflect the 1-for-4 Reverse Stock Split.

Summary of the 2011 Plan

        Purpose.    The purpose of the 2011 Plan is to further the Company's success by linking the personal interests of the Company's employees, officers, directors and consultants to those of its stockholders, and by providing participants with an incentive for outstanding performance. The 2011 Plan is also intended to enhance the Company's ability to motivate, attract, and retain the services of employees, officers, directors and consultants upon whose judgment, interest, and special effort the successful conduct of the Company's operation is largely dependent.

        Administration.    The 2011 Plan is administered by the Management Development and Compensation Committee. The Management Development and Compensation Committee has the authority to:

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designate participants;



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grant awards;



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determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof;



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establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2011 Plan; and



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make all other decisions and determinations that may be required under the 2011 Plan.

The full Board may at any time elect instead to administer the 2011 Plan. If it does so, it will have all the powers of the Management Development and Compensation Committee under the 2011 Plan.

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        Eligibility.    The 2011 Plan permits the grant of incentive awards to employees, officers, directors, and consultants of the Company and its affiliates as selected by the Management Development and Compensation Committee. As of the date of this proxy statement, the number of eligible participants was approximately 1,000. The number of eligible participants may increase over time based upon our future growth.

        Awards to Nonemployee Directors.    Awards granted under the 2011 Plan to our non-employee directors are made only in accordance with the terms, conditions and parameters of a plan, program or policy for the compensation of nonemployee directors as in effect from time to time. The Management Development and Compensation Committee may not make discretionary grants under the 2011 Plan to nonemployee directors.

        Permissible Awards.    The 2011 Plan authorizes the granting of awards in any of the following forms:

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options to purchase shares of our common stock, which may be nonstatutory stock options or incentive stock options under the Internal Revenue Code of 1986, as amended, which we refer to as the "Code";



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stock appreciation rights (SARs), which give the holder the right to receive the difference (payable in cash or stock, as specified in the award certificate) between the fair market value per share of common stock on the date of exercise over the base price of the award;



•

restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Management Development and Compensation Committee;



•

restricted or deferred stock units, which represent the right to receive shares of our common stock (or an equivalent value in cash or other property, as specified in the award certificate) in the future, based upon the attainment of stated vesting or performance criteria in the case of restricted stock units;



•

performance awards, which are awards payable in cash or stock upon the attainment of specified performance goals (any award that may be granted under the 2011 Plan may be granted in the form of a performance award);



•

dividend equivalents, which entitle the holder of a full-value award to cash payments (or an equivalent value payable in stock or other property) equal to any dividends paid on the shares of stock underlying the full-value award;



•

other stock-based awards in the discretion of the Management Development and Compensation Committee, including unrestricted stock grants; and



•

cash-based awards, including performance-based annual bonus awards.

        Shares Available for Awards.    The proposed amendment to the 2011 Plan would increase the number of shares that may be issued under the 2011 Plan by 2,100,000 shares. If the stockholders approve the amendment, subject to adjustment as provided in the 2011 Plan, the aggregate number of shares of our common stock reserved and available for issuance pursuant to awards granted under the 2011 Plan will be 7,300,000, plus a number of additional shares of common stock (not to exceed 2,500,000) underlying awards outstanding as of June 15, 2011, under the Prior Plans that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. As of the date of this proxy statement, the number of shares available to grant pursuant to the 2011 Plan has been increased by the maximum 2,500,000 allowed in accordance with its terms.

        Share Counting.    The share counting provisions of the 2011 Plan provide the following:

•

Awards of options and SARs count against the number of shares remaining available for issuance under the 2011 Plan on a one-for-one basis, and full-value awards count against the number of

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shares remaining available for issuance under the 2011 Plan as 1.54 shares for each share covered by such awards.

•

The full number of shares subject to an option or SAR count against the number of shares remaining available for issuance under the 2011 Plan, even if fewer shares are actually delivered to a participant as a result of a net settlement or withholding of shares to satisfy the exercise price or tax.



•

Shares withheld from an award of stock options or SARs to satisfy tax withholding requirements count against the number of shares remaining available for issuance under the 2011 Plan, and shares delivered by a participant with respect to an award of stock options or SARs to satisfy tax withholding requirements are not be added to the 2011 Plan share reserve.



•

To the extent that an award is canceled, terminates, expires, is forfeited or lapses for any reason, any unissued or forfeited shares subject to the award will be added back to the plan share reserve and again be available for issuance pursuant to awards granted under the 2011 Plan.



•

To the extent that the full number of shares subject to a full-value award is not issued for any reason, including by reason of failure to achieve maximum performance goals, the unissued shares originally subject to the award will be added back to the plan share reserve and again be available for issuance under the 2011 Plan.

        Limitations on Individual Awards.    The maximum aggregate number of shares of common stock subject to stock-based awards that may be granted under the 2011 Plan in any 12-month period to any one participant is as follows:

•

options, 1,000,000;



•

stock appreciation rights, 1,000,000;



•

restricted stock or restricted stock units, 625,000; and



•

other stock-based awards, 625,000.

        The maximum aggregate amount that may be paid with respect to cash-based awards under the 2011 Plan to any one participant in any fiscal year of the Company is $10,000,000.

        Performance Goals.    All options and SARs granted under the 2011 Plan are designed to be exempt from the $1,000,000 deduction limit imposed by Code Section 162(m). The Management Development and Compensation Committee may designate any other award granted under the 2011 Plan as a qualified performance-based award in order to make the award fully deductible without regard to the $1,000,000 deduction limit imposed by Code Section 162(m). If an award is so designated, the Management Development and Compensation Committee must establish objectively determinable performance goals for the award based on one or more of the following business criteria, which may be expressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an affiliate or a division, region, department or function within the Company or an affiliate:

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Revenue (premium revenue, total revenue or other revenue measures);



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Sales;



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Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures);



–

Earnings (EBIT, EBITDA, Adjusted EBITDA, earnings per share, or other corporate earnings measures);



–

Net income (before or after taxes, operating income or other income measures);



–

Cash (cash flow, cash generation or other cash measures);

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–

Stock price or performance;



–

Total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price);



–

Economic value added;



–

Return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales);



–

Market share;



–

Improvements in capital structure;



–

Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures);



–

Business expansion (acquisitions);



–

Internal rate of return or increase in net present value;



–

Productivity measures;



–

Cost reduction measures; or



–

Strategic plan development and implementation.

        The Management Development and Compensation Committee must establish such goals within 90 days after the beginning of the period for which such performance goal relates (or such later date as may be permitted under applicable tax regulations) and the Management Development and Compensation Committee may for any reason reduce (but not increase) any award, notwithstanding the achievement of a specified goal. The Management Development and Compensation Committee may provide, at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period, including but not limited to: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in then-current accounting principles; (f) extraordinary nonrecurring items as described in management's discussion and analysis of financial condition and results of operations appearing in the Company's annual report to stockholders for the applicable year; (g) acquisitions or divestitures; and (h) foreign exchange gains and losses.

        Limitations on Transfer; Beneficiaries.    A participant may not assign or transfer an award other than by will or the laws of descent and distribution; provided, however, that the Management Development and Compensation Committee may permit other transfers (other than transfers for value) where it concludes that such transferability does not result in accelerated taxation, does not cause any option intended to be an incentive stock option to fail to qualify as such, and is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, any state or federal tax or securities laws or regulations applicable to transferable awards. A participant may, in the manner determined by the Management Development and Compensation Committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant's death.

        Acceleration Upon Certain Events.    Unless otherwise provided in an award certificate or any special plan document or separate agreement with an award grantee governing an award:

•

If a participant's service terminates by reason of death or disability: (a) all of that participant's outstanding Options and SARs will become fully exercisable and will thereafter remain exercisable for a period of one (1) year or until the earlier expiration of the original term of the Option or SAR;

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(b) all time-based vesting restrictions on that participant's outstanding Awards will lapse as of the date of termination; and (c) the payout opportunities attainable under all of that participant's outstanding performance-based Awards will be deemed to have been fully earned as of the date of termination as follows: (i) if the date of termination occurs during the first half of the applicable performance period, all relevant performance goals will be deemed to have been achieved at the "target" level, and (ii) if the date of termination occurs during the second half of the applicable performance period, the actual level of achievement of all relevant performance goals against target will be measured as of the end of the calendar quarter immediately preceding the date of termination, and (iii) in either such case, there will be a prorata payout to the Participant or his or her estate within sixty (60) days following the date of termination (unless a later date is required in order to comply with Section 409A of the Code hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination.

•

Upon a change in control, and except with respect to any awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control: (a) all outstanding Options or SARs will become fully exercisable; (b) time-based vesting restrictions on outstanding Awards will lapse; and (c) the target payout opportunities attainable under outstanding performance-based Awards will be deemed to have been fully earned as of the effective date of the change in control based upon (i) an assumed achievement of all relevant performance goals at the "target" level if the change in control occurs during the first half of the applicable performance period, or (ii) the actual level of achievement of all relevant performance goals against target measured as of the date of the change in control, if the change in control occurs during the second half of the applicable performance period, and, in either such case, there will be a prorata payout to participants within sixty (60) days following the change in control (unless a later date is required by in order to comply with Section 409A of the Code), based upon the length of time within the performance period that has elapsed prior to the change in control.



•

With respect to any awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a change in control: if within one year after the effective date of the change in control, a participant's employment is terminated without cause (or if the participant resigns for "good reason" as defined in the 2011 Plan), then (a) all of that participant's outstanding Options or SARs will become fully exercisable, (b) all time-based vesting restrictions on the participant's outstanding Awards will lapse, and (c) the payout level under all of that participant's performance-based Awards that were outstanding immediately prior to effective time of the change in control will be determined and deemed to have been earned as of the date of termination based upon (i) an assumed achievement of all relevant performance goals at the "target" level if the date of termination occurs during the first half of the applicable performance period, or (ii) the actual level of achievement of all relevant performance goals against target (measured as of the end of the calendar quarter immediately preceding the date of termination), if the date of termination occurs during the second half of the applicable performance period, and, in either such case, there will be a prorata payout to such participant within sixty (60) days following the date of termination of employment (unless a later date is required by in order to comply with Section 409A of the Code), based upon the length of time within the performance period that has elapsed prior to the date of termination of employment.

        In addition, subject to limitations applicable to certain qualified performance-based awards, the Management Development and Compensation Committee may, in its discretion, accelerate awards upon the termination of service of a participant or the occurrence of a change in control. The Management Development and Compensation Committee may discriminate among participants or among awards in exercising such discretion.

        Adjustments.    In the event of a transaction between us and our stockholders that causes the per-share value of our common stock to change (including, without limitation, any stock dividend, stock split

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(including a reverse stock split), spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits and annual award limits under the 2011 Plan will be adjusted proportionately, and the Management Development and Compensation Committee will make such adjustments to the 2011 Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split (including a reverse stock split), a stock dividend, or a combination or consolidation of the outstanding shares of our common stock into a lesser number of shares, the authorization limits and annual award limits under the 2011 Plan will automatically be adjusted proportionately, and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price.

        Termination and Amendment.    Our Board or the Management Development and Compensation Committee may, at any time and from time to time, terminate or amend the 2011 Plan, but if an amendment would constitute a material amendment requiring stockholder approval under applicable listing requirements, laws, policies or regulations, then such amendment will be subject to stockholder approval. In addition, our Board or the Management Development and Compensation Committee may condition any amendment on the approval our stockholders for any other reason. No termination or amendment of the 2011 Plan may, without the written consent of the participant, reduce or diminish the value of an outstanding award.

        The Management Development and Compensation Committee may amend or terminate outstanding awards. However, such amendments may require the consent of the participant and, unless approved by our stockholders, the exercise price of an outstanding option may not be reduced, directly or indirectly, and the original term of an option may not be extended.

        Prohibition on Repricing.    As indicated above under "Termination and Amendment," outstanding stock options cannot be repriced, directly or indirectly, without stockholder approval. The exchange of an "underwater" option (i.e., an option having an exercise price in excess of the current market value of the underlying stock) for another award would be considered an indirect repricing and would, therefore, require stockholder approval.

Certain U.S. Federal Income Tax Effects

        The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2011 Plan. It is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State and local income tax consequences are not discussed, and may vary from locality to locality.

        Nonstatutory Stock Options.    There will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonstatutory stock option under the 2011 Plan. When the optionee exercises a nonstatutory option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the stock received upon exercise of the option at the time of exercise over the exercise price, and the Company will be allowed a corresponding federal income tax deduction. Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

        Incentive Stock Options.    There will be no federal income tax consequences to the optionee or to the Company upon the grant or exercise of an incentive stock option. If the optionee holds the option shares for the required holding period of at least two years after the date the option was granted and one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of

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exercise over the exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee's alternative minimum taxable income.

        SARs.    A participant receiving a SAR under the 2011 Plan will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the SAR, the amount of cash and the fair market value of any shares of stock received will be ordinary income to the participant and the Company will be allowed a corresponding federal income tax deduction at that time.

        Restricted Stock.    Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the stock as of that date (less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.

        Restricted or Deferred Stock Units.    A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Upon receipt of shares of stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the stock or other property as of that date (less any amount he or she paid for the stock or property), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

        Cash-Based Performance Awards.    A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a cash-based performance award is granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, a participant will recognize ordinary income equal to the cash received, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

        Tax Withholding.    The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the 2011 Plan.

Benefits to Named Executive Officers and Others

        Awards under the 2011 Plan are granted in the discretion of the Management Development and Compensation Committee. Accordingly, future awards under the Plan are not determinable.

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        The following table sets forth the number of stock option, restricted stock awards and restricted stock unit awards that have been granted under the 2011 Plan to our Named Executive Officers (as defined below) and the other individuals and groups indicated, as of February 28, 2013.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

        The following table provides information as of December 31, 2012, regarding compensation plans under which our equity securities are authorized for issuance.

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Recommendation of the Board of Directors

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENT TO THE MOVE, INC. 2011 INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE THEREUNDER BY 2,100,000, AS DESCRIBED ABOVE. IF THE PROXY IS EXECUTED AND RETURNED AND NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED "FOR" THE APPROVAL OF THE AMENDMENT TO THE MOVE, INC. 2011 INCENTIVE PLAN.

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth information regarding our nominees for election as directors and our executive officers. We have included below certain information about the nominees for election as directors. The Board of Directors for the Company has concluded that the skills, qualifications and experience of each of the director nominees supports such nominee's membership on the Company's Board.

        By virtue of its ownership of our sole outstanding share of Series A Preferred Stock, the NAR has the right to elect the Series A Director. In addition, if there is any vacancy in the office of the Series A Director, then a director to hold office for the unexpired term of the Series A Director may be elected by the vote or written consent of the holder of the Series A Preferred Stock.

Directors

        Joe F. Hanauer has served as one of the Company's directors since November 1996, as vice chairman of our Board of Directors from November 2001 to January 2002, chairman of the Board since January 2002, and lead independent director since December 2004; he was the National Association of REALTORS® representative on the Board through November 2000. Since February 2013, Mr. Hanauer has been a director of HelpScore, Inc., operator of Porch.com. Since 1988, Mr. Hanauer, through Combined Investments, L.P., has directed investments in companies primarily involved in real estate and financial services. Mr. Hanauer is a former chairman and director of Grubb & Ellis Company, a former chairman and chief executive officer of Coldwell Banker Residential Group, Inc. and a member of the National Association of REALTORS®. Mr. Hanauer was a trustee of the Calamos Fund Complex, a fund complex of 19 portfolios, from 2001 to December 2009. Mr. Hanauer served as a director of MAF Bancorp Inc. from 1990 until its acquisition in August 2007. Mr. Hanauer serves as one of the Company's representatives on the Policy Advisory Board of the Joint Center for Housing Studies at Harvard University.

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The Board of Directors believes Mr. Hanauer's expertise in the areas of real estate and financial services, his knowledge of the National Association of REALTORS®, his experience as chief executive officer of a public company, and his familiarity with Move's history and business give him the experience, qualifications and skills to serve as a director for the Company.

        Steven H. Berkowitz has served as the Chief Executive Officer of the Company since January 21, 2009, and has served on the Company's Board of Directors since June 2008. Mr. Berkowitz served as Senior Vice President of the Online Services Group at Microsoft Corporation, from May 2006 to August 2008. Prior to joining Microsoft in May 2006, Mr. Berkowitz served as chief executive officer and a director of Ask Jeeves, an online search engine, from January 2004 until August 2005, when the business was sold to IAC/InterActiveCorp. After acquisition by IAC/InterActiveCorp., Ask Jeeves was renamed IAC Search and Media, and Mr. Berkowitz served as its chief executive officer until May 2006. Mr. Berkowitz was president of the Web Properties Division of Ask Jeeves from May 2001 until December 2003. Mr. Berkowitz also serves on the board of directors of TheLadders.com, a private company.

The Board of Directors believes Mr. Berkowitz's executive level experience at Internet companies, including his experience as a chief executive officer at a public internet company, including his current role as Chief Executive Officer of the Company, gives him the experience, qualifications and skills to serve as a director for the Company.

        Jennifer Dulski has served as one of the Company's directors since October 5, 2012. Ms. Dulski has served as President and Chief Operating Officer of Change.org, Inc. since January 2013. Until January 2013, Ms. Dulski led the product management team for shopping and product ads at Google. She joined Google in 2011 when it acquired The Dealmap, a company Ms. Dulski co-founded and for which she served as Chief Executive Officer from 2007 until its acquisition. Prior to The Dealmap, Ms. Dulski served in multiple roles at Yahoo! from 1999 until 2007, with her last position as Group Vice President and General Manager of Local and Commerce. Ms. Dulski received an MBA from S.C. Johnson Graduate School of Management at Cornell University, and a Bachelor's degree in Psychology, also from Cornell University.

The Board of Directors believes Ms. Dulski's executive level experience at internet companies, including her executive level experience in marketing and product management roles for such companies, give her the experience, qualifications and skills to serve as a director for the Company.

        Kenneth K. Klein has served as one of the Company's directors since August 1998. He is President and Chief Executive Officer of a privately held group of companies involved in diversified residential and light commercial construction and land development, including Kleinco Properties, Inc., of which Mr. Klein has served as President and Chief Executive Officer since 1980. Mr. Klein was national vice president of the National Association of Home Builders during the calendar years 1999 and 2000. Mr. Klein is a trustee of the National Housing Endowment. Previously, Mr. Klein served on the Board of Directors of Habitat for Humanity International and was a past chairman of the Board of Directors of Habitat for Humanity International.

The Board of Directors believes Mr. Klein's experience as an executive at the National Association of Home Builders and his residential and commercial construction expertise give him the experience, qualifications and skills to serve as a director for the Company.

        V. Paul Unruh has served as one of the Company's directors since May 2003. For 25 years, Mr. Unruh worked at Bechtel, a privately held global engineering and construction services organization. Prior to his retirement in 2002, Mr. Unruh served as vice chairman of Bechtel Group, Inc. from January 2001 to December 2002 and president of Bechtel Enterprises, a development and financing subsidiary, from July 1997 to January 2001. During his 25-year tenure at Bechtel, Mr. Unruh held a number of management positions including Treasurer, Controller, and Chief Financial Officer. Mr. Unruh has also been a director of Symantec Corporation, a software company, since July 2005, and Heidrick & Struggles International, Inc., a

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provider of senior-level executive search and leadership services, since July 2004. Mr. Unruh also serves as the chair of Symantec's Audit Committee. Mr. Unruh was a director of VERITAS Software Corporation, a software company, from 2003 until its acquisition by Symantec in July 2005. Mr. Unruh is a licensed CPA in California.

The Board of Directors believes Mr. Unruh's senior management financial expertise and his prior experience with capital markets give him the experience, qualifications and skills to serve as a director for the Company.

        Catherine B. Whatley has served as one of the Company's directors (as the National Association of REALTORS® representative) since June 2008. Ms. Whatley has also served as the NAR's representative on the board of directors of RealSelect, Inc., a wholly-owned subsidiary of the Company, since June 2008. Ms. Whatley currently serves on the Executive Committee and the board of directors of the NAR. She was the President of the NAR in 2003 and the Immediate Past President in 2004. Ms. Whatley has been president and owner of Buck & Buck, Inc. REALTORS® since 1986. Ms. Whatley served, until March 2010, as a member and vice chair of the board of directors of JEA, a municipally-owned utility authority, and she serves on several REALTORS® association nonprofit boards.

The Board of Directors believes Ms. Whatley's real estate-related experience and expertise and her prior experience as President of the National Association of REALTORS® give her the experience, qualifications and skills to serve as a director for the Company.

        Bruce G. Willison has served as one of the Company's directors since December 2002. Since June 2011, Mr. Willison has served as Dean Emeritus at the UCLA Anderson School of Management. In addition, from January 2006 to June 2011, Mr. Willison served as Professor of Management at the UCLA Anderson School of Management, and from 1999 to December 2005, served as Dean of the UCLA Anderson School of Management. These appointments followed a 26-year career in the banking industry, most recently as president and chief operating officer of H.F. Ahmanson & Co., the parent company of Home Savings of America. In addition, Mr. Willison has served as a director of Grandpoint Bank, a community bank headquartered in Los Angeles, since June 2011. Mr. Willison has also been a director of Health Net, Inc., an integrated managed care organization, since 2000, and a trustee of the SunAmerica Series Trust, a fund complex of 59 portfolios, since 2001. Mr. Willison was a director of IndyMac Bancorp. Inc., the parent company of IndyMac Bank, from July 2005 to July 2008.

The Board of Directors believes Mr. Willison's management expertise, his experience in the banking and financial industries, and his experience as a director of multiple public companies give him the experience, qualifications and skills to serve as a director for the Company.

Executive Officers (other than Mr. Berkowitz, described above)

        Rachel C. Glaser became the Company's Chief Financial Officer on January 4, 2012. Ms. Glaser previously served as the Chief Financial Officer and Chief Operating Officer of MyLife.com, Inc., an Internet-based people search business, from April 2008 to November 2011. She also served as a Senior Vice President and finance officer for the Operations Finance and Corporate Finance units of Yahoo! Inc. from May 2005 to April 2008. Ms. Glaser also served from 1986 to 2005 in a variety of capacities with The Walt Disney Company, including as Vice President — Operations and Business Planning for its Disney Consumer Products division from her appointment to that position in 2004 until April 2005. Ms. Glaser holds an M.B.A. degree in Finance from the University of Southern California, Los Angeles. In addition, Ms. Glaser has served on the board of directors of Sport Chalet, a public company, since August 2010.

        Errol G. Samuelson has served as Chief Strategy Officer of the Company since April 2013, and as President of realtor.com® since February 2007. From May 2009 until April 2013, he served as Chief Revenue Officer of the Company. He was hired as Senior Vice President of Operations of Top Producer in August 2003, and has served as President of Top Producer since October 2003. From January 2002 to

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August 2003, Mr. Samuelson was an independent consultant and co-founder/principal of the consulting firm Pranix, Inc. From January 2001 to December 2001, Mr. Samuelson served as our Director of International Marketing and Vice President of Product Strategy.

        Frederick Scott Boecker became the Company's Chief Product Officer on September 28, 2009. Mr. Boecker served as Vice President — European Product Development at Ticketmaster from 2006 to 2009. From 2002 to 2006, Mr. Boecker served as Senior Director of Product Management for Ticketmaster's Consumer Applications division. Prior to joining Ticketmaster, Mr. Boecker served in senior management positions for KPE Digital Services, an Internet marketing services company, from April 2001 to November 2001 and for eToys, an online retailer of children's products, from March 1999 to March 2001.

        John M. Robison became the Company's Chief Technology Officer on February 13, 2012. Mr. Robison served as Vice President — DVD Product Development at Netflix, Inc. (June 2011 to January 2012) and in other senior management positions at Netflix, Inc.; such other positions included Vice President, IT-Operations (from March 2010 to June 2011), Director of Operations Support (from December 2009 to March 2010) and Director of Engineering (from April 2009 to November 2009). Prior to joining Netflix, Mr. Robison served as Chief Technology Officer at Graspr, a social networking business focused on instructional videos, from June 2008 to March 2009 and served as Senior Vice President — Product Development and Technology at SideStep, an Internet travel search company, from June 2006 to January 2008. Mr. Robison also served from November 1996 to May 2006 in a variety of capacities with Yahoo!, Inc., including as Vice President — Premium Services Infrastructure and Vice President — Engineering.

        James S. Caulfield has served as Executive Vice President, General Counsel and Secretary of the Company since October 2006. Mr. Caulfield has been a member of our legal department since February 2004 and has also served as our Senior Vice President, Deputy General Counsel and Assistant Secretary from March 2006 to October 2006. Prior to joining us, Mr. Caulfield was Vice President and General Counsel of Lincoln Financial Advisors Corporation, a financial planning firm, from March 2002 to February 2004.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

        Other than Mr. Berkowitz, due to his position as our Chief Executive Officer, and Ms. Whatley, as a member of the Board of Directors and Executive Committee of the NAR and the person currently elected to our Board by the NAR, the Board of Directors has determined that each member of the Board meets the requirements for being "independent" as defined by applicable law, SEC rules and regulations, and NASDAQ listing standards, each as they may be interpreted and amended from time to time.

        The Board of Directors held a total of eight meetings during the year ended December 31, 2012. Each director attended 75% or more of the aggregate meetings of the Board and of the Board committees on which they served during 2012.

        The Board has the following standing committees: an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended; a Management Development and Compensation Committee; and a Governance and Nominating Committee. Each of these committees has a written charter, and such charters, as well as our corporate governance guidelines and Code of Conduct and Business Ethics, can be found on our website at http://investor.move.com, by clicking on "Corporate Governance."

Audit Committee

        The Audit Committee's principal functions are to:

•

independently and objectively monitor the periodic reporting of our financial condition and results of operations, including risk-management oversight relating to such reporting;



•

monitor reviews of the adequacy of the accounting and financial reporting processes and systems of internal control conducted by our independent registered public accountants and financial and senior management, including risk-management oversight relating to those functions;



•

review and evaluate the independence and performance of our independent registered public accountants;



•

review and approve related party transactions and oversee risk management in such areas as the Company's related party transaction approval process and compliance with the Company's Code of Conduct and Business Ethics;



•

retain and manage the relationship with our independent registered public accountants;



•

facilitate communication among our independent registered public accountants, management and the Board of Directors;



•

oversee the Company's internal audit function; and



•

oversee the Company's legal and regulatory compliance.

        Our Audit Committee consists of Messrs. Klein, Willison and Unruh. Each of the members of the Audit Committee meets the standards of independence applicable to audit committee members under applicable SEC rules and NASDAQ listing standards. The Board has determined that Mr. Unruh meets the requirements of an "audit committee financial expert" as defined in SEC rules and regulations. The Audit Committee held nine meetings during 2012.

Management Development and Compensation Committee

        The Management Development and Compensation Committee's principal functions are to:

•

review the ongoing development of our leadership development programs, succession plan (including for the CEO), mission statement and operating values;

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•

review and approve goals and objectives relevant to the chief executive officer's compensation, evaluate his performance in light of those goals and objectives, and set his compensation level (including, but not limited to, salary, long-term and short-term incentive plans, retirement plans, deferred compensation plans, equity award plans, and change in control or other severance plans, as the committee deems appropriate) based on this evaluation;



•

review and approve our overall compensation policies, including as they relate to the Board, our chief executive officer and other executive officers and our other officers and employees;



•

review and approve the compensation levels for executive officers (including, but not limited to, salary, long-term and short-term incentive plans, retirement plans, deferred compensation plans, equity award plans, and change in control or other severance plans, as the committee deems appropriate);



•

review the risks associated with the Company's compensation programs and ensure that such compensation programs reflect market standards and best practices; and



•

administer and make recommendations to the Board with respect to our incentive-compensation plans and equity-based compensation plans.

        Our Management Development and Compensation Committee consists of Messrs. Hanauer and Willison, and included Mr. Fred D. Anderson until his resignation from our Board effective April 6, 2012. Each of these directors is a nonemployee director within the meaning of Section 16 of the Securities Exchange Act, an outside director within the meaning of Section 162(m) of the Internal Revenue Code, and an independent director under applicable NASDAQ listing standards. The Management Development and Compensation Committee held eight meetings during 2012. The Management Development and Compensation Committee may delegate to the extent permitted by applicable law, SEC rules and NASDAQ listing standards, to one or more members of the committee or to an officer, the power to designate officers and employees of the Company and its subsidiaries who will receive awards, and the number and type of awards, under the Company's incentive compensation plans and equity-based incentive plans. See the "Compensation Discussion and Analysis" section of this proxy statement for further discussion of the committee's processes and procedures for the consideration and determination of executive compensation, including the role of executive officers and compensation consultants in determining or recommending the amount or form of executive compensation.

Governance and Nominating Committee

        The Governance and Nominating Committee's principal functions are to:

•

identify and make recommendations to the Board of Directors on individuals qualified to serve as our Board members;



•

review and re-evaluate our corporate governance guidelines;



•

review and recommend the re-nomination of incumbent directors;



•

review and recommend appointments to other committees;



•

maintain a process for stockholder communications with Board members;



•

lead the Board in its annual review of the Board's performance; and



•

perform other tasks, such as studying the size, committee structure and meeting frequency of the Board.

        Our Governance and Nominating Committee consists of Messrs. Hanauer and Klein and Ms. Dulski and included Mr. Roger B. McNamee until his resignation from our Board effective June 13, 2012. (Mr. Klein became a member of the committee in March 2012. Ms. Dulski became a member of the Committee in March 2013.) Each of these directors is an independent director under applicable NASDAQ listing standards. The committee held nine meetings during 2012.

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        The Governance and Nominating Committee will consider all stockholder recommendations for candidates for the Board of Directors, which should be sent by stockholders to the Governance and Nominating Committee in the care of our Secretary, in accordance with the applicable timeliness and information requirements of our Bylaws, Delaware law, and the SEC rules. To facilitate consideration by the Governance and Nominating Committee, the recommendation should also be accompanied by a full statement of the qualifications of the recommended nominee and the consent of the recommending stockholder to be named in our proxy materials. In addition to considering candidates suggested by stockholders, the Governance and Nominating Committee considers potential candidates recommended by current directors, company officers, employees and others.

        Potential new directors are identified, screened, recommended and nominated by the Governance and Nominating Committee. The Governance and Nominating Committee screens all potential candidates in the same manner regardless of the source of the recommendation. Any vacancy on the Board will be filled by the affirmative vote of a majority of the Board members then in office, unless otherwise required by law or if the Board determines that the vacancy may be filled by the stockholders.

        The Governance and Nominating Committee has adopted the following criteria for the evaluation of director nominees:

•

the Board of Directors as a whole shall be appropriately diverse with members coming from targeted industries and a variety of career paths and skill sets, including experience in business and management, leadership and strategic planning and crisis response;



•

the Board seeks to attract members from several industries, including technology, the Internet, real estate, real estate finance or related activities, financial services, media, marketing, accounting and finance, education and other core industries related to Move;



•

that a preponderance of the Board's members will have occupied positions in senior management, including CEO positions, with companies engaged in the industries referenced above and that the related companies will have generated at least $250 million in revenues annually;



•

all Board members must be able to meet the time commitment of active Board responsibility, and no candidate will be nominated for director if the Board determines that such candidate serves on a number of other boards of directors, or has extensive other obligations, that prevent such candidate from meeting the time commitments required for service on our Board of Directors;



•

the Board seeks members representing a diversity of skill sets in order to both enable the Board to consider the variety of issues it expects to consider, as well as to offer management the kinds of resources they may need to operate more effectively; and



•

Board members are sought who possess personal integrity and high moral and ethical standards, and who can be expected to be committed to represent the long-term interests of stockholders.

        On March 21, 2012, the Governance and Nominating Committee recommended to the Board that the general policy of the Company that no director over the age of 75 shall be nominated for re-election be withdrawn; the Board withdrew such policy effective on such date.

        The Governance and Nominating Committee has a formal policy with regard to the consideration of diversity in identifying nominees for the Company's Board of Directors. That policy provides that the Governance and Nominating Committee, in nominating individuals for the Board, shall consider the extent to which nominees would contribute to the diversity of the Board of Directors as a whole. The Governance and Nominating Committee policy defines "diversity" as a variety of career paths, skill sets, professional experiences, educational experiences, industry backgrounds, viewpoints and other individual qualities and attributes, as well as differences in race and gender. The policy also provides that the Governance and Nominating Committee, in considering individuals for the Board, will seek to attract members from the following industries: technology; the Internet; real estate, real estate finance or related activities; financial

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services; media; marketing; accounting and finance; education; and other core industries related to the Company. The Governance and Nominating Committee plans to assess the effectiveness of the aforesaid policy by considering from time to time whether the Committee's work is meeting that policy.

Stockholder Communications

        The Board provides a process for stockholders to send communications to the entire Board or any of the directors individually. Stockholders may send written communications to the Board, or to any of the individual directors, in the care of our Secretary at the Company's address noted above. All communications will be compiled by the Secretary and are forwarded to the addressees or distributed at the next scheduled Board meeting.

        As provided in its Corporate Governance Guidelines, the Board encourages its members to attend our annual meeting of stockholders. Messrs. Hanauer, Klein, Berkowitz, Unruh and Willison, and Ms. Whatley, in addition to Mr. McNamee, who is no longer a member of the Board, attended our 2012 annual meeting. Ms. Dulski was not appointed to the Board until October 2012 and thus did not attend our 2012 annual meeting.

Corporate Governance Matters

Leadership Structure

        According to the Company's Bylaws, the roles of Chief Executive Officer and Chairman of the Board are to be distinct and not held by the same person. The Board believes such separation of roles is at present in the best interests of the Company. This structure helps ensure a greater role for the independent directors in the oversight of the Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the Board. This structure also helps the Chief Executive Officer focus on the management of the Company's day-to-day operations.

Risk Oversight

        Companies face a variety of risks, including credit risk, liquidity risk, and operational risk. The Board of Directors believes an effective risk management system will (1) timely identify the material risks that the Company faces, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant committee of the Board, (3) implement appropriate and responsive risk management strategies consistent with Company's risk profile, and (4) integrate risk management into the Company's decision making.

        Although the full Board and all committees each considers risk management as part of its respective functions, our Board of Directors has designated the fully independent Audit Committee to take the lead in overseeing risk management in several areas important to the Company, such as financial controls, business transactions and integrity. The Company believes its leadership structure fosters an atmosphere of significant involvement in the oversight of risk at the Board of Directors level while benefiting from the independence of the Audit Committee. The Audit Committee receives input from management and advisors and makes periodic reports to the full Board based on briefings provided by management and advisors in these areas, as well as the Committee's own analysis and conclusions regarding the adequacy of the Company's related processes. Accordingly, the Audit Committee will also, when necessary, consider risk-related matters without the presence of the Chairman or management (including, without limitation, the Chief Executive Officer). The Board of Directors, and its other committees, also incorporate risk-management oversight into their respective functions. In addition, the Board encourages management to promote a corporate culture that incorporates risk management into the Company's strategies and day-to-day business operations.

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Director Compensation

Cash Compensation Structure in 2012

        Prior to June 13, 2012, nonemployee directors (other than any director who is entitled to a seat on our Board on a contractual basis, or who has agreed to waive Board-related compensation) received an annual retainer of $25,000 in cash, which was paid in quarterly installments. In addition, prior to June 13, 2012, each committee chair received an additional annual retainer of $5,000 in cash, except the chair of the Audit Committee, who received $10,000. Prior to June 13, 2012, each nonemployee director (other than any director who is entitled to a seat on our Board on a contractual basis, or who has agreed to waive Board-related compensation) also received $1,500 in cash for each Board meeting that such director attended in person ($1,000 if the meeting was a telephonic meeting, or if the Board member telephonically attended a meeting that was not arranged as a telephonic meeting) and that required a significant commitment of time. Prior to June 13, 2012, each member of the Board's Audit Committee received $2,000 for attending an Audit Committee meeting ($1,500 if the meeting was a telephonic meeting, or if the committee member telephonically attended a meeting not arranged as a telephonic meeting) that required a significant commitment of time. Each member of any other committees of the Board received $1,500 for each committee meeting attended ($1,000 if the meeting was a telephonic meeting, or if the committee member telephonically attended a meeting not arranged as a telephonic meeting) that required a significant commitment of time. Mr. Hanauer, in his capacity as chairman of our Board, also received an additional annual retainer of $70,000 in cash, paid in quarterly installments.

        On June 13, 2012, the Board of Directors adopted resolutions modifying the Company's policies regarding Board-related compensation. Pursuant to such resolutions: (1) nonemployee directors no longer receive cash compensation for each meeting attended; (2) each nonemployee director (other than any director who is entitled to a seat on our Board on a contractual basis, or who has agreed to waive Board-related compensation) receives an annual retainer of $30,000 in cash, which is paid in equal quarterly installments; (3) Mr. Hanauer, in his capacity as chairman of our Board, receives an additional annual cash retainer of $65,000, which is paid in equal quarterly installments; (4) the chair of the Audit Committee receives an additional annual cash retainer of $15,000, which is paid in equal quarterly installments; (5) the chair of the Management Development and Compensation Committee receives an additional annual cash retainer of $10,000, which is paid in equal quarterly installments; (6) the chair of the Governance and Nominating Committee receives an additional annual cash retainer of $6,000; (7) each member of the Audit Committee other than the chair receives an additional annual cash retainer of $7,500, which is paid in equal quarterly installments; (8) each member of the Management Development and Compensation Committee other than the chair receives an additional annual cash retainer of $5,000, which is paid in equal quarterly installments; and (9) each member of the Governance and Nominating Committee other than the chair receives an additional annual cash retainer of $3,000, which is paid in equal quarterly installments, with all such amounts being prorated for any partial year, including 2012, due to the fact that such resolutions were adopted during the 2012 year. Pursuant to the resolutions adopted by the Board of Directors on June 13, 2012, directors also receive an annual restricted stock award, which is discussed below under "Director Compensation in 2012."

        Prior to the adoption of such resolutions by the Board of Directors, the Management Development and Compensation Committee retained a compensation consultant, Radford, an Aon Hewitt company ("Radford"), to review the Company's compensation practices with respect to the Board of Directors, including a comparison against a peer group of companies. The Board of Directors adopted such resolutions after considering the results of such review.

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Director Equity Compensation in 2012

        In June 2012, each nonemployee director (other than any director who was entitled to a seat on our Board on a contractual basis, who has agreed to waive Board-related compensation, or who was newly appointed to the Board in 2012) was granted a restricted stock award ("RSA") of 10,453 shares of our common stock. The grants were made pursuant to our 2011 Incentive Plan. Mr. Hanauer, in his capacity as chairman of our Board, was granted an additional RSA of 10,453 shares, issued under our 2011 Incentive Plan. Each RSA will vest three years after the grant date, provided, however, that: (i) all such RSA shares will immediately vest if the director is not nominated for re-election, is nominated for re-election but is not elected, or must resign due to health reasons, or upon such director's death; (ii) a pro rata portion of such RSA shares will immediately vest upon the director's resignation or removal due to business conflicts with the Company; and (iii) a director's entitlement to all unvested RSA shares will terminate immediately upon the director's resignation or removal for other reasons. Mr. Berkowitz, who is both an employee and a director of the Company, does not receive any compensation for his services as a director.

        Ms. Dulski joined our Board on October 5, 2012. At such time, she was granted 21,126 RSA shares. This grant was made under our 2011 Incentive Plan. One-third of such RSA shares will vest on the one-year anniversary of the grant date; one-third of such RSA shares will vest on June 13, 2014; and the remaining one-third of such RSA shares will vest on June 13, 2015, provided, however, that: (i) all such RSA shares will immediately vest if Ms. Dulski is not nominated for re-election, is nominated for re-election but is not elected, or must resign due to health reasons, or upon such director's death; (ii) a pro rata portion of such RSA shares will immediately vest upon Ms. Dulski's resignation or removal due to business conflicts with the Company; and (iii) Ms. Dulski's entitlement to all unvested RSA shares will terminate immediately upon the director's resignation or removal for other reasons.

        The following table summarizes the cash and other compensation paid by the Company in 2012 to the members of our Board of Directors for all services rendered in all capacities, other than to Mr. Berkowitz, our Chief Executive Officer, whose compensation is disclosed in the "Summary Compensation Table" later in this proxy statement.

DIRECTOR COMPENSATION

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(1)

Consists of the following amounts (which are described in the narrative preceding the table):

(2)

Reflects the fair value of such stock awards as of the applicable grant date, computed in accordance with Financial Accounting Standards Board's Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). The grant date fair value of the stock award is based on the fair market value of the underlying shares on the grant date.

        The following table shows, by grant date, the RSA shares granted to each director during 2012 (excluding Mr. Berkowitz, whose grants are disclosed in the "Grants of Plan-Based Awards for Fiscal Year 2012" table in this proxy statement):

        The aggregate numbers of stock options and RSA shares held by each director as of December 31, 2012, are reflected in the following table (excluding Mr. Berkowitz, whose stock options, restricted stock units, and RSA shares held are disclosed in the "Outstanding Equity Awards at 2012 Fiscal Year End" table in this proxy statement):

(3)

Messrs. Anderson and McNamee and Ms. Whatley were not paid compensation for their services as directors of the Company in 2012 because, in the case of Mr. Anderson and Ms. Whatley, they were entitled to a seat on our Board on a contractual basis and, in the case of Mr. McNamee, a Managing Partner of Elevation Partners, L.P., based on his agreement to waive Board-related compensation. Mr. Fred D. Anderson, formerly Elevation Partners, L.P.'s representative on our Board, resigned as a director of the Company, including any committees of the Board, effective April 6, 2012. Mr. Roger B. McNamee, a Managing Partner of Elevation Partners, L.P., did not stand for re-election to our Board at the Company's 2012 annual meeting.

        As of April 1, 2013, a total of 39,847,697 shares of common stock were issued and outstanding.

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*

Represents beneficial ownership of less than 1%.

(1)

We have issued one share of Series A Preferred Stock, which is held by the National Association of REALTORS®. Although the Series A preferred stockholder is generally not entitled to notice of any stockholders' meetings or to vote on any matters with respect to any question upon which holders of our common stock or of any other series of our preferred stock have the right to vote, except as may be required by law (in which case, the Series A Preferred Stock would have one vote per share and would vote together with the common stock as a single class), the holder of Series A Preferred Stock is entitled to elect one member of our Board of Directors.

(2)

Park West Asset Management LLC. The information shown is as of December 31, 2012, and is based upon information disclosed by Park West Asset Management, LLC; Park West Investors Master Fund, Limited; and Peter S. Park in an amendment to a Schedule 13G filed with the SEC on February 14, 2013. Such persons reported that each of Park West Asset Management, LLC and Peter S. Park have sole power to vote or direct the voting of, and dispose or direct the disposition of, 3,880,802 shares of our common stock and that Park West Investors Master Fund, Limited has sole power to vote or direct the voting of, and dispose or direct the disposition of, 3,228,767 shares of our common stock.

(3)

The D3 Family Funds. The information shown is as of November 28, 2012, and is based upon information disclosed by D3 Family Fund, L.P.; D3 Family Bulldog Fund, L.P.; D3 Family Canadian Fund, L.P.; DIII Offshore Fund, L.P.; Nierenberg Investment Management Company, Inc.; Nierenberg Investment Management Offshore, Inc.; and David Nierenberg in an amendment to a Schedule 13D filed with the SEC on November 29, 2012. Such persons reported that the D3 Family Fund, L.P. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 861,047 shares of our common stock; and that D3 Family Bulldog Fund, L.P. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 1,607,439 shares of our common stock; and that D3 Family Canadian Fund, L.P. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 397,892 shares of our common stock; and that DIII Offshore Fund, L.P. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 562,813 shares of our common stock; and that Nierenberg Investment Management Company, Inc. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 3,429,191 shares of our common stock; and that Nierenberg Investment Management Offshore, Inc. has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 562,813 shares of our common stock; and that David Nierenberg has shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 3,429,191 shares of our common stock.

(4)

Freshford Capital Management, LLC. The information shown is as of December 31, 2012, and is based upon information disclosed in Freshford Capital Management, LLC; Freshford GP, LLC; and Freshford Partners, LP in an amendment to a Schedule 13G filed with the SEC on February 13, 2013. Such persons reported that Freshford Capital Management, LLC has sole power to dispose or to direct the disposition of and sole power to vote or direct the voting of 991,653 shares of our common stock and shared power to dispose or to direct the disposition of and shared power to vote or direct the voting of 2,182,661 shares of our common stock; and that Freshford GP, LLC and Freshford Partners, LP have shared power to dispose or direct the disposition of and shared power to vote or direct the voting of 2,182,661 shares of our common stock.

(5)

BlackRock, Inc. The information shown is as of December 31, 2012, and is based upon information reported by BlackRock, Inc. in an amendment to a Schedule 13G filed with the SEC on February 5, 2013, including that BlackRock, Inc. has sole power to dispose of, or direct the disposition of, and sole power to vote, or direct the voting of, 2,462,324 shares of our common stock. The shares listed in the table are beneficially owned by the following subsidiaries of BlackRock, Inc.; BlackRock Japan Co. Ltd.; BlackRock Institutional Trust Company, N.A.; BlackRock Fund Advisors; BlackRock Asset Management Canada Ltd; Blackrock Asset Management Australia Ltd; BlackRock Advisors, LLC; BlackRock Investment Management, LLC; BlackRock Advisors (UK) Ltd; and BlackRock International Ltd.

(6)

Polar Securities, Inc. The information shown is as of December 31, 2012, and is based upon information disclosed by: Polar Securities Inc.; Altairis Offshore; and Altairis Offshore Levered, all in an amendment to a Schedule 13G filed with the SEC on February 14, 2013. Such persons reported that Polar Securities Inc. has shared power to dispose or to direct the disposition of, and shared power to vote or direct the voting of, 2,390,432 shares of our common stock, and that Altairis Offshore has shared power to dispose or to direct the disposition of, and shared power to vote or direct the voting of, 334,407 shares of our common stock, and that Altairis Offshore Levered has shared power to dispose or to direct the disposition of, and shared power to vote or direct the voting of, 2,056,025 shares of our common stock.

(7)

Vanguard Group, Inc. The information shown is as of December 31, 2012, and is based upon information disclosed by Vanguard Group, Inc. in an amendment to a Schedule 13G filed with the SEC on February 12, 2013. The Schedule 13G reported: that the Vanguard Group, Inc. has sole power to vote or direct the voting of 47,457 shares of our common stock, and sole power to dispose or direct the disposition of 1,993,660 shares of our common stock; and that Vanguard Group, Inc. and Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard Group, Inc., have shared power to dispose or direct the disposition of 44,307 shares of our common stock.

(8)

Mr. Berkowitz. Includes 67,500 RSA shares that are subject to vesting and nontransferable as of April 1, 2013. Also includes 950,780 shares issuable upon the exercise of options that will vest and become exercisable as of May 31, 2013.

(9)

Mr. Samuelson. Includes 18,750 RSA shares that are subject to vesting and nontransferable as of April 1, 2013. Also includes 518,345 shares issuable upon the exercise of options that will vest and become exercisable as of May 31, 2013. Also includes 422 shares otherwise owned by Mr. Samuelson.

(10)

Mr. Caulfield. Includes 18,750 RSA shares that are subject to vesting and nontransferable as of April 1, 2013. Also includes 297,812 shares issuable upon the exercise of options that will vest and become exercisable as of May 31, 2013.

(11)

Mr. Hanauer. Includes 45,589 RSA shares that are subject to vesting and nontransferable as of April 1, 2013. Also includes 101,587 shares held by Ingleside Interests, L.P. Mr. Hanauer is a general partner of this entity. Mr. Hanauer disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in this entity.

(12)

Ms. Glaser. Includes 75,000 RSA shares that are subject to vesting and nontransferable as of April 1, 2013. Also includes 44,374 shares issuable upon the exercise of options that will vest and become exercisable as of May 31, 2013.

(13)

Mr. Robison. Includes 81,874 shares issuable upon the exercise of options that will vest and become exercisable as of May 31, 2013.

(14)

Mr. Willison. Includes 22,795 RSA shares that are subject to vesting and nontransferable as of April 1, 2013.

(15)

Mr. Unruh. Includes 22,795 RSA shares that are subject to vesting and nontransferable as of April 1, 2013.

(16)

Mr. Klein. Includes 22,795 RSA shares that are subject to vesting and nontransferable as of April 1, 2013.

(17)

Ms. Dulski. Includes 21,126 RSA shares that are subject to vesting and nontransferable as of April 1, 2013.

(18)

Ms. Whatley. Ms. Whatley currently serves as a director of the NAR but disclaims beneficial ownership of the Series A Preferred Stock and all such common stock as she does not possess the voting or investment power regarding such stock. The NAR owns the sole outstanding share of our Series A Preferred Stock, in addition to the shares of common stock indicated further above in this table.

(19)

Directors and Executive Officers as a Group. Includes the holdings of 12 individuals. Includes the holdings as of April 1, 2013 of our directors and executive officers as of the date of this Proxy Statement and reflected individually in the "Security Ownership of Certain Beneficial Owners and Management" table: Messrs. Berkowitz, Samuelson, Caulfield, Robison, Hanauer, Willison, Unruh, and Klein; and Mses. Glaser, Dulski, and Whatley. This total also includes the following holdings of Mr. Boecker, as an executive officer of the Company who is not a Named Executive Officer: beneficial ownership by Mr. Boecker as of April 1, 2013, of 193,452 shares of our common stock (consisting of 93,750 RSA shares that are subject to vesting and non-transferable as of April 1, 2013, and 99,702 shares issuable upon the exercise of options that will vest and become exercisable as of May 31, 2013). This total does not include any holdings of Messrs. Anderson or McNamee, who were not directors of the Company as of the date of this Proxy Statement.

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(1)

Reflects pro-ration due to the fact that Mr. Robison joined the Company as Chief Technology Officer on February 7, 2012.

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(1)

Stock Awards. Reflects the aggregate grant-date fair value of stock awards granted in the applicable year, as determined in accordance with FASB ASC Topic 718. The value reported in the Stock Awards column for 2012 for each of Messrs. Berkowitz, Samuelson, Caulfield, and Robison reflects the grant of time-based RSUs and is based on the grant date value of the shares. The value reported in the Stock Awards column for 2012 for Ms. Glaser reflects the grant of RSA shares and is based on the grant date value of the shares. The value reported in the Stock Awards column for 2011 for each of Messrs. Berkowitz, Samuelson and Caulfield reflects the grant of RSA shares and is based on the grant date value of the shares. The value reported in the Stock Awards column for 2010 for each of Messrs. Samuelson and Caulfield reflects the grant of shares of performance-based RSUs, based on the grant date value of the underlying shares; however, these RSU awards were forfeited to the Company in their entirety without any of the shares vesting, since the performance goals were not met.

(2)

Option Awards. Reflects the aggregate grant-date fair value of option awards granted in the applicable year, as determined in accordance with FASB ASC Topic 718. The assumptions used in determining the fair values of the stock options are set forth in Note 14, "Stock Plans," to the Company's Consolidated Financial Statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on February 22, 2013.

(3)

Reflects annual cash incentive awards earned based on performance. For information regarding our 2012 annual cash incentive program, see the "Executive Compensation for 2012" discussion in the "Compensation Discussion and Analysis" section of this proxy statement.

(4)

For 2012, the amounts include: (i) for each Named Executive Officer, Company matching contributions to the 401(k) plan (or the equivalent plan in Canada), which are fully vested for each such executive; and (ii) for Mr. Samuelson, fitness club dues of $239 and Company-paid travel for his spouse of $5,958, agreed to upon his promotion in February 2007 to President of realtor.com®.

(5)

The executive's salary for 2012, as listed in this table, reflects an increase in the executive's base salary that occurred during the 2012 fiscal year, as described in the "Base Salary" section of this proxy statement.

(6)

Ms. Glaser became our Chief Financial Officer on January 4, 2012.

(7)

Includes 80,000 shares that the Committee granted to Mr. Samuelson in connection with an anticipated reduction to his annual cash incentive bonus opportunity, which 80,000 shares were subsequently forfeited by Mr. Samuelson after the Committee determined that such reduction to Mr. Samuelson's incentive bonus opportunity was not in the best interests of the Company.

(8)

Represents a discretionary bonus amount awarded to Mr. Caulfield for 2011 by the Management Development and Compensation Committee in excess of his plan target potential under his 2011 cash incentive bonus plan.

(9)

Mr. Robison became our Chief Technology Officer on February 13, 2012.

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