Item 5.07. Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
1. A proposal to approve amendments to the IAC certificate of incorporation
that will effect the separation of the businesses of
· Reclassifying each share of IAC common stock into a number of new shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and one share of IAC series 1 mandatorily exchangeable preferred stock that will automatically exchange into one share of New IAC common stock immediately following the reclassification; and · Reclassifying each share of IAC Class B common stock into a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and one share of IAC series 2 mandatorily exchangeable preferred stock, that will automatically exchange into one share of New IAC Class B common stock immediately following the reclassification.
The proposal was approved on the basis of the following voting results:
a) IAC common stock BROKER NON- FOR AGAINST ABSTAIN VOTES 56,760,558 21,829 11,746 4,780,577 b) IAC Class B common stock BROKER NON- FOR AGAINST ABSTAIN VOTES 57,894,990 0 0 0 c) All shares of IAC common stock and IAC Class B common stock BROKER NON- FOR AGAINST ABSTAIN VOTES 114,655,548 21,829 11,746 4,780,577
2. A proposal to approve amendments to the IAC certificate of incorporation to provide, following the Separation, for (i) the classification of the board of directors of New Match, with directors serving staggered three-year terms of office, (ii) the removal of members of the board of directors of New Match from office by stockholders being permitted only for cause and with the affirmative vote of not less than a majority of the total voting power of shares of New Match capital stock outstanding and entitled to vote, subject to any rights of holders of preferred stock, (iii) the exclusive right of the board of directors of New Match to fill director vacancies, subject to any rights of holders of preferred stock, (iv) no officer or director of New Match who is also an officer or director of New IAC having liability to New Match or its stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to New IAC instead of New Match, or does not communicate information regarding a corporate opportunity to New Match that the officer or director has directed to New IAC and (v) certain ministerial amendments to the IAC certificate of incorporation. The proposal was approved on the basis of the following voting results:
BROKER NON- FOR AGAINST ABSTAIN VOTES 84,476,760 30,199,293 13,070 4,780,577
3. A proposal to approve amendments to the IAC certificate of incorporation that will prohibit, following the Separation, action by written consent of stockholders of New Match in lieu of a stockholder meeting, subject to any rights of holders of preferred stock. The proposal was approved on the basis of the following voting results:
BROKER NON- FOR AGAINST ABSTAIN VOTES 83,593,266 31,082,222 13,635 4,780,577
4. A proposal to approve certain other amendments to the IAC certificate of
incorporation as further described in the joint proxy statement/prospectus,
including amendments to provide, following the Separation, for the renaming of
New Match as "
BROKER NON- FOR AGAINST ABSTAIN VOTES 114,648,520 26,086 14,517 4,780,577
5. A proposal to approve the issuance of shares of IAC Class M common stock in
connection with the transactions contemplated by the Transaction Agreement,
dated as of
BROKER NON- FOR AGAINST ABSTAIN VOTES 114,595,226 77,235 16,662 4,780,577
6. A proposal to approve the
BROKER NON- FOR AGAINST ABSTAIN VOTES 112,751,884 1,906,392 30,847 4,780,577
7. A proposal to approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. The proposal was approved on the basis of the following voting results:
BROKER NON- FOR AGAINST ABSTAIN VOTES 99,644,956 19,788,828 35,916 0
8. A proposal to elect 11 members to the IAC board of directors, 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 IAC board of directors, including in connection with the completion of the Separation). The stockholders elected each of the nominees to the IAC board of directors 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 55,156,428 1,637,705 4,780,577 Alan G. Spoon 46,672,879 10,121,254 4,780,577 Richard F. Zannino 55,862,034 932,099 4,780,577
Elected by holders of IAC common stock and IAC Class B common stock, voting together as a single class:
FOR WITHHELD BROKER NON-VOTES Chelsea Clinton 113,986,129 702,994 4,780,577 Barry Diller 110,719,242 3,969,881 4,780,577 Michael D. Eisner 109,090,539 5,598,584 4,780,577 Bonnie S. Hammer 113,079,702 1,609,421 4,780,577 Victor A. Kaufman 111,904,554 2,784,569 4,780,577 Joseph Levin 113,040,862 1,648,261 4,780,577 David Rosenblatt 113,624,042 1,065,081 4,780,577
9. A proposal to ratify the appointment of
FOR AGAINST ABSTAIN 117,816,292 11,626,037 27,371
10. A proposal to hold an advisory vote on IAC's executive compensation. The proposal was approved on the basis of the following voting results:
FOR AGAINST ABSTAIN BROKER NON-VOTES 106,245,376 8,384,888 58,859 4,780,577
Item 8.01. Other Events.
On
No Offer or Solicitation / Additional Information and Where to Find It
This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
This communication is being made in respect of a proposed transaction involving
IAC, New IAC and Match. In connection with the proposed transaction, on
INVESTORS AND SECURITY HOLDERS OF IAC ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these materials (when they
are available) and other documents filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Joint Press Release, dated as ofJune 25, 2020 . 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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