3. Amended and Restated Certificate of Incorporation
Proposal (comprising proposals 3A and 3B) each of the
proposals comprising Proposal 3 was cross-conditioned upon the
approval by our stockholders of both Proposals 3A and 3B, which
occurred as follows:

Proposal 3A stockholders adopted amendments to the
Companys existing Restated Certificate of Incorporation, as
amended (the Current Certificate), to authorize 600,000,000
shares of ClassC common stock and to establish the powers,
preferences, rights and qualifications, limitations, and
restrictions of the ClassC common stock. Stockholders eligible
to vote voted as follows:

In addition to the votes cast and withheld for Proposal 3A
described above, there were 3,540,059 broker non-votes with
respect to such proposal.

Proposal 3B stockholders adopted amendments to the
Current Certificate to provide for the equal treatment of
shares of IAC common stock, ClassB common stock and ClassC
common stock in connection with dividends. Stockholders
eligible to vote voted as follows:

In addition to the votes cast and withheld for Proposal 3B
described above, there were 3,540,059 broker non-votes with
respect to such proposal.

Although stockholders eligible to vote approved both of the
proposed amendments to the Current Certificate described above,
such amendments will not be effective unless and until the
Company files an Amended and Restated Certificate of
Incorporation amending the Current Certificate to reflect such
amendments (the New Certificate) with the Secretary of State of
the State of Delaware. As disclosed in the Companys definitive
proxy statement filed with the U.S. Securities and Exchange
Commission (the SEC) on November7, 2016, as amended (the
Definitive Proxy Statement), the Companys board of directors
has reserved the right to abandon or delay the filing of the
New Certificate notwithstanding stockholder approval of the
proposed amendments.

Following the announcement of the proposals related to the New
Certificate and the potential declaration and payment of a
related dividend of one share of ClassC common stock for each
outstanding share of IAC common stock and ClassB common stock
(the Dividend and, together with the adoption of the New
Certificate, the ClassC Issuance), a purported class action
lawsuit was brought in the Delaware Court of Chancery against
the Company and its board of directors on behalf of the
Companys stockholders on November21, 2016 (the Delaware
Lawsuit). Two similar lawsuits were subsequently filed.

The Company has agreed not to effect the ClassC Issuance during
the pendency of the Delaware Lawsuit, and has so informed the
Delaware Court of Chancery. Accordingly, the Current
Certificate, as previously approved by the Companys
stockholders, is currently in full force and effect and will
remain so until the Company files the New Certificate and
effects the ClassC Issuance, which may or may not occur.

4.The 2013 Stock Plan Proposal stockholders adopted
the IAC/InterActiveCorp Amended and Restated 2013 Stock and
Annual Incentive Plan (the Amended and Restated 2013 Plan).
Stockholders eligible to vote voted as follows:

In addition to the votes cast and withheld for the 2013 Stock
Plan Proposal described above, there were 3,540,059 broker
non-votes with respect to such proposal.

Although stockholders eligible to vote approved the Amended and
Restated 2013 Plan, as disclosed in the Definitive Proxy
Statement, if the Company does not effect the ClassC Issuance,
the current IAC/InterActiveCorp 2013 Stock and Incentive Plan,
as previously approved by the Companys stockholders (the 2013
Plan), will remain in effect. Accordingly, the 2013 Plan is
currently in full force and effect and will remain so until the
Company effects the ClassC Issuance, which may or may not
occur.