Current Report Filing (8-k)
June 08 2021 - 8:01AM
Edgar (US Regulatory)
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2021-06-07
2021-06-07
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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 7, 2021
IAC/INTERACTIVECORP
(Exact name of registrant as specified
in its charter)
Delaware
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001-39356
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84-3727412
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
No.)
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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)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
(Title of each class)
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(Trading
Symbol(s))
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(Name of each exchange on which
registered)
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Common
Stock, par value $0.0001
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IAC
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced,
on May 25, 2021, IAC/InterActiveCorp (“IAC” or the “Company”) completed the separation of the Company’s
Vimeo business from the remaining businesses of the Company in a series of transactions (the “Spin-off”) that resulted in
the creation of an independent public company, Vimeo, Inc. (“Vimeo”). In connection with the consummation of the Spin-off,
and pursuant to the terms of the previously disclosed Restricted Stock Agreement, dated as of November 5, 2020, between IAC and Joseph
Levin, the Company’s Chief Executive Officer (the “Original RSA”), on June 7, 2021, the Company and Mr. Levin entered
into an Amended and Restated Restricted Stock Agreement (the “Amended RSA”).
The Original RSA provided for: (i) a grant of 3,000,000 shares of IAC
restricted common stock (“IAC Restricted Shares”) that cliff vest on the ten-year anniversary of the grant date, based on
the satisfaction of certain stock price targets and Mr. Levin’s continued employment through the vesting date, and (ii) the adjustment
of the stock price targets in the event of an IAC spin-off of Vimeo. The ten-year stock price targets contained in the Amended RSA are
as follows:
IAC Stock Price
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Number of Shares Vesting
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Less than $110.22
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0
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$110.22
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500,000
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140.25
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2,000,000
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177.45
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2,750,000
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$223.32 or greater
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3,000,000
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All other price-related
provisions in the Original RSA have been correspondingly modified in the Amended RSA, and the provisions of the Original RSA relating
to adjustment upon an IAC spin-off of Vimeo have been eliminated from the Amended RSA. Except as described herein and except for certain
ministerial changes, the Amended RSA contains the same terms as the Original RSA. The description of the Original RSA is set forth under
Item 5.02 of the Current Report on Form 8-K filed by the Company on November 6, 2020, and is incorporated by reference herein.
In connection with the
Spin-off, Mr. Levin and Vimeo have also entered into a Restricted Stock Agreement pursuant to the terms of the Original RSA.
The above summary of the Amended
RSA is not complete and is qualified in its entirety by reference to the full text of the Amended RSA, which is attached hereto as Exhibit
10.1 and incorporated by reference herein.
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.
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IAC/INTERACTIVECORP
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By:
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/s/ Kendall Handler
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Name:
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Kendall Handler
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Title:
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Senior Vice President, General Counsel and Secretary
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Date: June 8, 2021
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