IAC/INTERACTIVECORP (NASDAQ:IAC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June21, 2017,IACs annual meeting of stockholders was held.
Stockholders present in person or by proxy, representing
72,963,884 shares of IAC common stock (entitled to one vote per
share) and 5,789,499 shares of IAC ClassB common stock (entitled
to ten votes per share), voted on the following matters:
1. Election of Directors stockholders elected the
following twelve (12) directors of the Company to hold office
until the next annual meeting of stockholders or until their
successors have been duly elected and qualified.
Elected by holders of IAC common stock voting as a separate
class:
|
|
|
NumberofVotes Cast inFavor |
|
NumberofVotesForWhich AuthorityWasWithheld |
|
|
Bryan Lourd |
54,899,305 |
1,000,601 |
|||
|
Alan G. Spoon |
53,678,697 |
2,221,209 |
|||
|
Richard F. Zannino |
55,320,075 |
579,831 |
Elected by holders of IAC common stock and IAC ClassB common
stock, voting together as a single class:
|
|
|
NumberofVotesCast inFavor |
|
NumberofVotesForWhich |
|
Edgar Bronfman,Jr. |
108,895,383 |
4,899,516 |
||
|
Chelsea Clinton |
112,116,077 |
1,678,819 |
||
|
Barry Diller |
111,887,675 |
1,907,221 |
||
|
Michael D. Eisner |
112,486,783 |
1,308,113 |
||
|
Bonnie S. Hammer |
112,879,430 |
915,466 |
||
|
Victor A. Kaufman |
112,245,499 |
1,549,397 |
||
|
Joseph Levin |
112,657,385 |
1,137,511 |
||
|
David S. Rosenblatt |
112,871,156 |
923,740 |
||
|
Alexander von Furstenberg |
111,330,785 |
579,831 |
In addition to the votes cast and withheld for each director
nominee described above, there were 6,796,222 broker non-votes
with respect to each director nominee.
2. The Say on Pay Proposalstockholders approved (on an
advisory basis) the compensation paid to the Companys named
executive officers for the fiscal year ended December31, 2016.
Stockholders eligible to vote voted as follows:
Stockholders eligible to vote voted as follows:
|
NumberofVotesCastinFavor |
|
NumberofVotesCastAgainst |
|
NumberofVotesAbstaining |
|
110,983,687 |
2,686,614 |
124,595 |
In addition to the votes cast and abstentions described above,
there were 6,796,222 broker non-votes with respect to the Say
on Pay Proposal.
3. Frequency of the Say on Pay Vote
Proposalstockholders approved (on an advisory basis) an
advisory vote to approve the compensation paid to the Companys
named executive officers every three years. Stockholders
eligible to vote voted as follows:
|
OneYear |
|
TwoYears |
|
ThreeYears |
|
NumberofVotes Abstaining |
|
42,725,944 |
85,250 |
70,924,478 |
59,224 |
In addition to the votes cast and abstentions described above,
there were 6,796,222 broker non-votes with respect to the
Frequency of the Say on Pay Vote Proposal. Based on these
results, and consistent with the Companys recommendation,
future stockholder advisory votes on executive compensation
will occur every three years. Accordingly, the next stockholder
advisory vote on executive compensation is scheduled to be held
at the Companys 2020 Annual Meeting of Stockholders. The next
required stockholder advisory vote regarding the frequency
interval is scheduled to be held in six years at the Companys
2023 Annual Meeting of Stockholders.
4. The Auditor Ratification Proposal stockholders
ratified the appointment of Ernst Young LLP as the Companys
independent registered public accounting firm for the year
ended December31, 2017. Stockholders eligible to vote voted as
follows:
|
NumberofVotesCastinFavor |
|
NumberofVotesCastAgainst |
|
NumberofVotesAbstaining |
|
119,536,591 |
1,009,205 |
45,322 |
About IAC/INTERACTIVECORP (NASDAQ:IAC)
IAC/InterActiveCorp (IAC) is a media and Internet company. The Company’s brands and products include HomeAdvisor, Vimeo, About.com, Dictionary.com, The Daily Beast, Investopedia, and Match Group’s online dating portfolio, which includes Match, OkCupid, Tinder and PlentyOfFish. It operates through six segments: Match Group, which includes the dating and non-dating businesses of Match Group, Inc; HomeAdvisor, which includes home services digital marketplace that helps connect consumers with home professionals; Publishing, which consists of Premium Brands business, which includes About.com, Dictionary.com, Investopedia and The Daily Beast, and Ask & Other business; Applications, which consists of Consumer, which includes its direct-to-consumer downloadable desktop applications, including SlimWare, and Apalon; Video, which consists of Vimeo and DailyBurn, as well as Electus, IAC Films, CollegeHumor and Notional, and Other, which consists of PriceRunner.
