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 20, 2012
IAC/INTERACTIVECORP
(Exact name of registrant as specified in charter)
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Delaware |
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0-20570 |
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59-2712887 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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555 West 18th Street, New York, NY |
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10011 |
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(Address of principal executive offices) |
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(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 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting
On June 20, 2012, IAC’s annual meeting of stockholders (the “2012 Annual Meeting”) was held. Stockholders present in person or by proxy, representing 64,490,205 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:
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Number of Votes Cast in |
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Number of Votes For Which |
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Donald R. Keough |
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58,517,656 |
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406,386 |
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Bryan Lourd |
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53,867,036 |
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5,057,006 |
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Alan G. Spoon |
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53,317,998 |
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5,606,044 |
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Richard F. Zannino |
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53,902,396 |
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5,021,646 |
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Elected by holders of IAC common stock and IAC Class B common stock, voting together as a single class:
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Number of Votes Cast |
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Number of Votes For Which |
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Gregory R. Blatt |
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111,175,362 |
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5,643,670 |
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Edgar Bronfman, Jr. |
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116,412,395 |
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406,637 |
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Chelsea Clinton |
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116,587,007 |
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232,025 |
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Sonali De Rycker |
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116,762,817 |
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56,215 |
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Barry Diller |
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110,184,091 |
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6,634,941 |
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Michael D. Eisner |
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116,694,630 |
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124,402 |
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Victor A. Kaufman |
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116,103,152 |
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715,880 |
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Arthur C. Martinez |
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111,747,640 |
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5,071,392 |
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David Rosenblatt |
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116,559,166 |
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259,866 |
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Alexander von Furstenberg |
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116,198,868 |
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620,164 |
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In addition to the votes cast and withheld for each director nominee described above, there were 5,566,163 broker non-votes with respect to each director nominee.
2. 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, 2012. Stockholders eligible to vote voted as follows:
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Number of Votes Cast in Favor |
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Number of Votes Cast Against |
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Number of Votes Abstaining |
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121,656,295 |
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713,496 |
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15,404 |
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.
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IAC/INTERACTIVECORP | |
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By: |
/s/ Gregg Winiarski |
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Name: |
Gregg Winiarski |
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Title: |
Senior Vice President, |
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General Counsel and Secretary |
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Date: June 25, 2012 |
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