IAC IAC Inc

On June 25, 2020, IAC/InterActiveCorp (“IAC” or the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  At the Annual Meeting, stockholders of the Company voted on the proposals set forth below. The proposals are described in detail in the definitive joint proxy statement/prospectus filed on April 30, 2020 by the Company with the U.S. Securities and Exchange Commission (the “SEC”). The final voting results on each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below.

As of the close of business on May 4, 2020, the record date for the Annual Meeting, there were 79,246,026 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 on the record date for the Annual Meeting.

1.      A proposal to approve amendments to the IAC certificate of incorporation that will effect the separation of the businesses of Match Group, Inc. (“Match”) from the remaining businesses of IAC through a series of transactions (the “Separation”) that will result in the pre-transaction stockholders of IAC owning shares in two, separate public companies—(1) IAC, which will be renamed “Match Group, Inc.” and which will own the businesses of Match and certain IAC financing subsidiaries (“New Match”), and (2) IAC Holdings, Inc., a Delaware corporation and currently a direct wholly owned subsidiary of IAC (“New IAC”), which will be renamed “IAC/InterActiveCorp” and which will own IAC’s other businesses—by:

The proposal was approved on the basis of the following voting results:

a)       IAC common stock

b)       IAC Class B common stock

c)       All shares of IAC common stock and IAC Class B common stock

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:

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:

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 “Match Group, Inc.” and the elimination of all classes and series of authorized capital stock of New Match as of immediately prior to the completion of the Separation other than New Match common stock (at which time the IAC Class M common stock would be renamed New Match common stock) and New Match preferred stock. The proposal was approved on the basis of the following voting results:

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 December 19, 2019 and amended as of April 28, 2020 and June 22, 2020, by and among IAC, New IAC, Valentine Merger Sub LLC and Match. The proposal was approved on the basis of the following voting results:

6.     A proposal to approve the IAC/InterActiveCorp 2020 Stock and Annual Incentive Plan (which will remain with New Match and be renamed the Match Group, Inc. 2020 Stock and Annual Incentive Plan). The proposal was approved on the basis of the following voting results:

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:

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:

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

9.    A proposal to ratify the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2020 fiscal year. The proposal was approved on the basis of the following voting results:

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: