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2020-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 25, 2020
IAC/INTERACTIVECORP
(Exact name of registrant as specified in its charter)
Delaware |
|
0-20570 |
|
59-2712887 |
(State or other
jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
of
incorporation) |
|
File No.) |
|
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
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:
x Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
(Title of each class) |
|
(Trading
Symbol(s)) |
|
(Name of each exchange on which registered) |
Common Stock,
par value $0.001 |
|
IAC |
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in
Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ¨
If an emerging growth
company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ¨
Item 5.07. |
Submission of Matters to a Vote of Security
Holders. |
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:
|
· |
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
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-
VOTES |
56,760,558 |
|
21,829 |
|
11,746 |
|
4,780,577 |
b)
IAC Class B common stock
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-
VOTES |
57,894,990 |
|
0 |
|
0 |
|
0 |
c)
All shares of IAC common stock and IAC Class B common stock
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-
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:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-
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:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-
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 “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:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-
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 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:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-
VOTES |
114,595,226 |
|
77,235 |
|
16,662 |
|
4,780,577 |
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:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-
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:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-
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 |
Alexander von
Furstenberg |
|
110,490,897 |
|
4,198,226 |
|
4,780,577 |
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:
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 |
On June 25, 2020, the Company and Match issued a joint press
release announcing the results of the Annual Meeting and the
Special Meeting of Match stockholders held on June 25, 2020, which
is attached hereto as Exhibit 99.1 and incorporated herein by
reference. The Company and Match anticipate that the Separation
will be completed after the close of business on June 30, 2020,
subject to the satisfaction or waiver of all closing
conditions.
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 April 28, 2020, IAC and New IAC filed
with the SEC an amendment to the joint registration statement on
Form S-4 filed on February 13, 2020 (the “Form S-4”) that includes
a joint proxy statement of IAC and Match. The Form S-4 was declared
effective by the SEC on April 30, 2020, and IAC and Match commenced
mailing the joint proxy statement/prospectus to stockholders of IAC
and stockholders of Match on or about May 4, 2020. Each party will
file other documents regarding the proposed transaction with the
SEC. IAC, New IAC and Match may file one or more other documents
with the SEC. This communication is not a substitute for the joint
proxy statement/prospectus or any other document that may be filed
with the SEC in connection with the proposed transaction.
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 SEC free of
charge at the SEC’s website, www.sec.gov. Copies of documents
filed with the SEC by IAC (when they become available) may be
obtained free of charge on IAC’s website
at www.iac.com.
|
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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: |
Executive Vice President, General
Counsel & Secretary |
Date: June 26, 2020
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