UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2019
IAC/INTERACTIVECORP
(Exact name of registrant as specified in charter)
Delaware |
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0-20570 |
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59-2712887 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
555 West 18th Street, New York, NY |
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10011 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (212) 314-7300
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading |
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Name of each exchange on which registered |
Common Stock, par value $0.001 |
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IAC |
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The Nasdaq Stock Market LLC |
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting
On June 12, 2019, IACs annual meeting of stockholders was held. Stockholders present in person or by proxy, representing 65,660,180 shares of IAC common stock (entitled to one vote per share) and 5,789,499 shares of IAC Class B common stock (entitled to ten votes per share), voted on the following matters:
1. Election of Directors stockholders elected the following 12 directors of the Company, each to hold office until the next annual meeting of stockholders or until his or her successor has been duly elected and qualified (or, if earlier, his or her removal or resignation from the IAC Board of Directors).
Elected by holders of IAC common stock voting as a separate class:
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Number of Votes Cast in |
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Number of Votes For Which |
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Bryan Lourd |
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59,032,057 |
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1,139,827 |
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Alan G. Spoon |
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56,471,766 |
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3,700,118 |
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Richard F. Zannino |
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59,817,526 |
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354,358 |
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Elected by holders of IAC common stock and IAC Class B common stock, voting together as a single class:
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Number of Votes Cast |
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Number of Votes For Which |
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Edgar Bronfman, Jr. |
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113,840,418 |
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4,226,456 |
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Chelsea Clinton |
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117,600,719 |
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466,155 |
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Barry Diller |
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114,846,835 |
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3,220,039 |
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Michael D. Eisner |
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116,465,831 |
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1,601,043 |
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Bonnie S. Hammer |
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117,111,034 |
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955,840 |
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Victor A. Kaufman |
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115,703,060 |
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2,363,814 |
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Joseph Levin |
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115,908,873 |
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2,158,001 |
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David Rosenblatt |
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117,407,656 |
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659,218 |
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Alexander von Furstenberg |
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115,898,506 |
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2,168,368 |
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In addition to the votes cast and withheld for each director nominee described above, there were 5,488,296 broker non-votes in connection with the election of each director nominee.
2. The Auditor Ratification Proposal stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ended December 31, 2019, with stockholders eligible to vote voting as follows:
Number of Votes Cast in Favor |
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Number of Votes Cast Against |
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Number of Votes Abstaining |
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122,413,535 |
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1,134,232 |
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7,403 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IAC/INTERACTIVECORP | |
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By: |
/s/ GREGG WINIARSKI |
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Name: |
Gregg Winiarski |
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Title: |
Executive Vice President, |
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General Counsel and Secretary |
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Date: June 14, 2019 |
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