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 26, 2013

 

IAC/INTERACTIVECORP

(Exact name of registrant as specified in charter)

 

Delaware

 

0-20570

 

59-2712887

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

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

 

 

(Former name or former address, if changed since last report)

 

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:

 

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

 

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

 

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

 

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

 

 

 



 

Item 5.02                   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)                                  As described in Item 5.07 below, at IAC’s annual meeting of stockholders held on June 26, 2013, stockholders approved the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan (the “2013 Stock Plan”).

 

A brief description of the terms of the 2013 Stock Plan appears in Exhibit 99.1 hereto and is incorporated herein by reference. This description is qualified in its entirety by reference to the full text of the 2013 Stock Plan, which was filed as Appendix A to the Company’s definitive proxy statement, dated May 10, 2013, and which is incorporated herein by reference.

 

Item 5.07                   Submission of Matters to a Vote of Security Holders.

 

Annual Meeting

 

On June 26, 2013, IAC’s annual meeting of stockholders was held.  Stockholders present in person or by proxy, representing 65,529,234 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), voted on the following matters:

 

1.              Election of Directors—stockholders elected the following fourteen 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:

 

 

 

Number of Votes Cast in
Favor

 

Number of Votes For Which
Authority Was Withheld

 

Donald R. Keough

 

50,505,762

 

7,258,539

 

Bryan Lourd

 

56,884,609

 

879,692

 

Alan G. Spoon

 

56,881,932

 

882,369

 

Richard F. Zannino

 

56,884,462

 

879,839

 

 

Elected by holders of IAC common stock and IAC Class B common stock, voting together as a single class:

 

 

 

Number of Votes Cast
in Favor

 

Number of Votes For Which
Authority Was Withheld

 

Gregory R. Blatt

 

115,038,105

 

621,186

 

Edgar Bronfman, Jr.

 

110,039,676

 

5,619,615

 

Chelsea Clinton

 

115,100,801

 

558,490

 

Sonali De Rycker

 

115,160,894

 

498,397

 

Barry Diller

 

112,030,231

 

3,629,060

 

 

2



 

Michael D. Eisner

 

115,130,876

 

528,415

 

Victor A. Kaufman

 

115,022,761

 

636,530

 

Arthur C. Martinez

 

105,400,576

 

10,258,715

 

David Rosenblatt

 

108,740,119

 

6,919,172

 

Alexander von Furstenberg

 

114,986,596

 

672,695

 

 

In addition to the votes cast and withheld for each director nominee described above, there were 7,764,933 broker non-votes in connection with the election of each director nominee.

 

2.              The 2013 Stock Plan Proposal— stockholders approved the 2013 Stock Plan, with stockholders eligible to vote voting as follows:

 

Number of Votes Cast in Favor

 

Number of Votes Cast Against

 

Number of Votes Abstaining

 

75,101,862

 

40,317,733

 

239,696

 

 

In addition to the votes cast for, cast against and abstaining described above, there were 7,764,933 broker non-votes in connection with the 2013 Stock Plan Proposal.

 

3.              The Auditor Ratification Proposal— stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2013, with stockholders eligible to vote voting as follows:

 

Number of Votes Cast in Favor

 

Number of Votes Cast Against

 

Number of Votes Abstaining

 

120,699,334

 

2,531,135

 

193,755

 

 

Item 9.01                   Financial Statements and Exhibits

 

(d)                                 Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Summary of Certain Terms of the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan

 

3



 

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/INTERACTIVECORP

 

 

 

By:

/s/ Gregg Winiarski

 

Name:

Gregg Winiarski

 

Title:

Senior Vice President,

 

 

General Counsel and Secretary

 

 

Date:  July 2, 2013

 

 

4