IAC/INTERACTIVECORP (NASDAQ:IAC) Files An 8-K Regulation FD DisclosureItem 7.01 Regulation FD Disclosure.
IAC’s Board of Directors has determined not to pursue the Company’s previously announced plan to create a new class of non-voting stock (the “Class C Recapitalization”). As previously reported, on December 15, 2016, IAC stockholders approved a proposed charter amendment to implement the Class C Recapitalization. Certain stockholders brought suit in the Delaware Court of Chancery against the Company and its directors, challenging that proposed charter amendment and seeking an injunction against its execution. IAC agreed not to effect the Class C Recapitalization during the pendency of the litigation.
The Board of Directors of IAC met on June 21, 2017. After discussions with management of IAC and considering, among other things, recent developments in the stockholder litigation that made it unlikely that the litigation would be finally resolved until late 2018 or 2019, the burden and distraction that the litigation was likely to impose on IAC and its management, including the considerable legal and related expenses of the litigation, and other relevant information, the Board determined not to proceed with the Class C Recapitalization. As a result of the Board’s determination, the parties in the Delaware litigation challenging the Class C Recapitalization have stipulated to the dismissal of the litigation on mootness grounds.
