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Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 23, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-39356   84-3727412
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File No.)   Identification No.)


555 West 18th Street, New York, NY   10011
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (212) 314-7300


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:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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


(Title of each class) (Trading Symbol(s)) (Name of each exchange on which 
Common Stock, par value $0.0001 IAC The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)


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 ¨


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. ¨




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:


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:


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:


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:


133,456,431   43,633   19,471   0








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.


  By: /s/ Kendall Handler
  Name: Kendall Handler
  Title: Executive Vice President & Chief Legal Officer


Date: June 27, 2022