UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to
Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 23, 2022, IAC/InterActiveCorp (“IAC” or the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company voted on the proposals set forth below. These proposals are described in detail in the Company’s definitive proxy statement related to the Annual Meeting filed on April 29, 2022 with the U.S. Securities and Exchange Commission (the “SEC”). The final voting results on each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.
As of the close of business on April 27, 2022, the record date for the Annual Meeting, there were 84,084,023 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) outstanding and entitled to vote. The IAC common stock and the IAC Class B common stock are collectively referred to as the IAC capital stock.
| 1. | A proposal to elect twelve members of the IAC board of directors, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the IAC board of directors). The stockholders elected each of the nominees to the IAC board of directors on the basis of the following voting results: |
Elected by holders of IAC common stock voting as a separate class:
| FOR | WITHHELD | BROKER NON-VOTES | |||
| Bryan Lourd | 68,467,994 | 1,326,606 | 5,829,945 | ||
| Alan G. Spoon | 62,517,404 | 7,277,196 | 5,829,945 | ||
| Richard F. Zannino | 66,900,526 | 2,894,074 | 5,829,945 |
Elected by holders of IAC capital stock, voting as a single class:
| FOR | WITHHELD | BROKER NON-VOTES | |||
| Chelsea Clinton | 126,183,969 | 1,505,621 | 5,829,945 | ||
| Barry Diller | 123,388,482 | 4,301,108 | 5,829,945 | ||
| Michael D. Eisner | 115,508,509 | 12,181,081 | 5,829,945 | ||
| Bonnie S. Hammer | 120,284,353 | 7,405,237 | 5,829,945 | ||
| Victor A. Kaufman | 124,797,406 | 2,892,184 | 5,829,945 | ||
| Joseph Levin | 120,286,539 | 7,403,051 | 5,829,945 | ||
| Westley Moore | 125,155,856 | 2,533,734 | 5,829,945 | ||
| David Rosenblatt | 113,432,619 | 14,256,971 | 5,829,945 | ||
| Alexander von Furstenberg | 124,865,972 | 2,823,618 | 5,829,945 |
| 2. | A non-binding advisory vote on IAC’s 2021 executive compensation. This proposal was approved by the holders of IAC capital stock on the basis of the following voting results: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 108,959,426 | 18,592,005 | 138,159 | 5,829,945 |
| 3. | A proposal to ratify the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2022 fiscal year. This proposal was approved by the holders of IAC capital stock on the basis of the following voting results: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 133,456,431 | 43,633 | 19,471 | 0 |
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.
| IAC/INTERACTIVECORP | ||
| By: | /s/ Kendall Handler | |
| Name: | Kendall Handler | |
| Title: | Executive Vice President & Chief Legal Officer | |
Date: June 27, 2022