IAC Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 below, IAC Inc. (“IAC” or the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2024. At the Annual Meeting, upon the recommendation of the board of directors of the Company (the “Board”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of IAC as permitted pursuant to recent amendments to the Delaware General Corporation Law (the “Charter Amendment”). The Charter Amendment was previously approved by the Board, subject to stockholder approval.
The Charter Amendment was filed with the Secretary of State of the State of Delaware on June 12, 2024 and was effective as of such date. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders 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, which was filed with the U.S. Securities and Exchange Commission on April 26, 2024. The final voting results on each of the proposals 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 22, 2024, the record date for the Annual Meeting, there were 80,300,229 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. IAC common stock and IAC Class B common stock are collectively referred to as “IAC capital stock.”
1. A proposal to elect twelve members of the Board, 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 Board). The Company’s stockholders elected each of the nominees to the Board 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 | 57,870,061 | 8,242,084 | 6,328,750 | ||||||
| Alan G. Spoon | 53,375,379 | 12,736,766 | 6,328,750 | ||||||
| Richard F. Zannino | 56,948,926 | 9,163,219 | 6,328,750 |
Elected by holders of IAC capital stock, voting together as a single class:
| FOR | WITHHELD | BROKER NON-VOTES | |||||||
| Chelsea Clinton | 113,533,766 | 10,473,369 | 6,328,750 | ||||||
| Barry Diller | 111,109,624 | 12,897,511 | 6,328,750 | ||||||
| Michael D. Eisner | 100,991,005 | 23,016,130 | 6,328,750 | ||||||
| Bonnie S. Hammer | 112,945,191 | 11,061,944 | 6,328,750 | ||||||
| Victor A. Kaufman | 114,813,138 | 9,193,997 | 6,328,750 | ||||||
| Joseph Levin | 115,571,109 | 8,436,026 | 6,328,750 | ||||||
| David Rosenblatt | 114,854,691 | 9,152,444 | 6,328,750 | ||||||
| Maria Seferian | 123,413,350 | 593,785 | 6,328,750 | ||||||
| Alexander von Furstenberg | 114,355,301 | 9,651,834 | 6,328,750 |
2. A proposal to approve the Charter Amendment. This proposal was approved by holders of IAC capital stock, voting together as a single class, on the basis of the following voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 95,360,310 | 28,600,747 | 46,078 | 6,328,750 |
3. A non-binding advisory vote on IAC’s 2023 executive compensation. This proposal was approved by the holders of IAC capital stock, voting together as a single class, on the basis of the following voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 114,428,384 | 9,241,072 | 337,679 | 6,328,750 |
4. A proposal to ratify the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2024 fiscal year. This proposal was approved by the holders of IAC capital stock, voting together as a single class, on the basis of the following voting results:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 130,282,776 | 23,947 | 29,162 | 0 |
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of IAC Inc., dated as of June 12, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 & Secretary | |
Date: June 13, 2024