Current Report Filing (8-k)
June 20 2023 - 4:08PM
Edgar (US Regulatory)
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2023-06-15
2023-06-15
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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 15, 2023
IAC INC.
(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
registered) |
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 15, 2023, IAC
Inc. (“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 May 1, 2023 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 21, 2023, the record date for the Annual Meeting, there were 81,248,158 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 IAC capital stock.
1. A
proposal to elect eleven 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 | |
56,748,112 | |
10,183,376 | |
6,912,455 | |
Alan G. Spoon | |
51,605,507 | |
15,325,981 | |
6,912,455 | |
Richard F. Zannino | |
54,030,990 | |
12,900,498 | |
6,912,455 | |
Elected by holders of IAC capital stock, voting
as a single class:
| |
FOR | |
WITHHELD | |
BROKER
NON-VOTES | |
Chelsea Clinton | |
112,516,530 | |
12,309,948 | |
6,912,455 | |
Barry Diller | |
108,326,338 | |
16,500,140 | |
6,912,455 | |
Michael D. Eisner | |
105,222,815 | |
19,603,663 | |
6,912,455 | |
Bonnie S. Hammer | |
107,493,853 | |
17,332,625 | |
6,912,455 | |
Victor A. Kaufman | |
113,226,206 | |
11,600,272 | |
6,912,455 | |
Joseph Levin | |
113,619,318 | |
11,207,160 | |
6,912,455 | |
David Rosenblatt | |
96,734,432 | |
28,092,046 | |
6,912,455 | |
Alexander von Furstenberg | |
113,111,351 | |
11,715,127 | |
6,912,455 | |
2. A
non-binding advisory vote on IAC’s 2022 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 | |
115,126,669 | |
7,243,329 | |
2,456,480 | |
6,912,455 | |
3. A
proposal to ratify the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2023
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 | |
129,181,359 | |
22,663 | |
2,534,911 | |
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 INC. |
|
|
|
By: |
/s/ Kendall Handler |
|
|
|
Name: |
Kendall Handler |
|
|
|
Title: |
Executive Vice President & Chief Legal Officer |
Date: June 20, 2023
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