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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 18, 2025
IAC INC.
(Exact name of registrant as specified in charter)
| Delaware | |
001-39356 | |
82-3727412 |
| (State or other jurisdiction | |
(Commission | |
(IRS Employer |
| of incorporation) | |
File Number) | |
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
(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:
| ¨ | 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 $0.0001 |
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 18, 2025, IAC Inc. (the "Company")
held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present.
At the Annual Meeting,
the Company’s stockholders voted on the proposals set forth below. These proposals are described in detail in the Company’s definitive
proxy statement related to the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on May 6, 2025.
The final voting results on each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set
forth below.
As of the close of business
on April 30, 2025, the record date for the Annual Meeting, there were 73,914,474 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.
IAC common stock and IAC Class B common stock are collectively referred to as “IAC capital stock.”
1. A
proposal to elect twelve members of the Board, 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 Board). The Company’s stockholders elected each of the nominees to the Board 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 | |
| Tor R. Braham | |
| 60,362,651 | | |
| 821,171 | | |
| 5,522,454 | |
| Alan G. Spoon | |
| 50,614,850 | | |
| 10,568,972 | | |
| 5,522,454 | |
| Richard F. Zannino | |
| 60,261,433 | | |
| 922,389 | | |
| 5,522,454 | |
Elected by holders of IAC capital stock, voting together as
a single class:
| | |
FOR | | |
WITHHELD | | |
BROKER
NON-VOTES | |
| Chelsea Clinton | |
| 118,100,134 | | |
| 978,678 | | |
| 5,522,454 | |
| Barry Diller | |
| 116,963,159 | | |
| 2,115,653 | | |
| 5,522,454 | |
| Michael D. Eisner | |
| 104,723,707 | | |
| 14,355,105 | | |
| 5,522,454 | |
| Bonnie S. Hammer | |
| 102,023,119 | | |
| 17,055,693 | | |
| 5,522,454 | |
| Victor A. Kaufman | |
| 117,357,115 | | |
| 1,721,697 | | |
| 5,522,454 | |
| Bryan Lourd | |
| 118,550,094 | | |
| 528,718 | | |
| 5,522,454 | |
| David Rosenblatt | |
| 98,574,375 | | |
| 20,504,437 | | |
| 5,522,454 | |
| Maria Seferian | |
| 118,561,786 | | |
| 517,026 | | |
| 5,522,454 | |
| Alexander von Furstenberg | |
| 118,321,407 | | |
| 757,405 | | |
| 5,522,454 | |
2. A
non-binding advisory vote on IAC’s 2024 executive compensation. This proposal was approved by the holders of IAC capital stock,
voting together as a single class, on the basis of the following voting results:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER
NON-VOTES | |
| 115,587,419 | | |
| 2,321,740 | | |
| 1,169,653 | | |
| 5,522,454 | |
3. A
proposal to ratify the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the
2025 fiscal year. This proposal was approved by the holders of IAC capital stock, voting together as a single class, on the basis of the
following voting results:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER
NON-VOTES | |
| 124,248,154 | | |
| 52,093 | | |
| 301,019 | | |
| 0 | |
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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
INC. |
| |
|
|
By: |
/s/
Kendall Handler |
| |
Name: |
Kendall
Handler |
| Date: June 23, 2025 |
Title: |
Executive
Vice President, Chief Legal Officer & Secretary |
