Chelsea Clinton Among Power Players Confirmed to IAC's Star-Studded Board

Rhea-AI Filing Summary

IAC held its 2025 Annual Meeting of Stockholders on June 18, 2025, where shareholders voted on three key proposals. The company had 73,914,474 shares of common stock and 5,789,499 shares of Class B common stock eligible to vote as of the record date.

Key outcomes include:

• Election of twelve Board members, with notable directors including Chelsea Clinton, Barry Diller, and Michael D. Eisner. Most directors received strong support, though David Rosenblatt faced higher withhold votes at 20.5 million
• Approval of the 2024 executive compensation package in a non-binding advisory vote, with 115.5 million votes in favor versus 2.3 million against
• Ratification of Ernst & Young LLP as the independent auditor for fiscal 2025, receiving overwhelming support with 124.2 million votes in favor

The voting results demonstrate strong shareholder support for management's proposals, with all items passing by significant margins. The Class B shares, carrying ten votes per share, continue to provide significant voting influence in corporate decisions.

Positive

• Strong shareholder support for management with 97.8% approval of executive compensation package
• Board stability demonstrated with all 12 director nominees successfully elected with majority support
• High confidence in financial oversight shown by 99.7% approval for Ernst & Young as auditors

Negative

• Notable opposition to certain board members with David Rosenblatt receiving 17.2% votes withheld
• Significant withhold votes for Bonnie S. Hammer (14.3%) and Michael D. Eisner (12.1%) indicating some shareholder concerns with these directors

false 0001800227 0001800227 2025-06-18 2025-06-18 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 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

FAQ

What were the key voting results from IAC's 2025 Annual Meeting?

At IAC's 2025 Annual Meeting held on June 18, 2025, stockholders approved three major items: 1) Election of twelve board members, with all nominees receiving majority approval, 2) Advisory vote on executive compensation passed with 115,587,419 votes in favor, and 3) Ratification of Ernst & Young LLP as the independent auditor with 124,248,154 votes in favor.

How many IAC shares were eligible to vote at the 2025 Annual Meeting?

As of April 30, 2025 (the record date), 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) eligible to vote at the Annual Meeting.

Who received the highest number of 'FOR' votes among IAC's board nominees in 2025?

Among all board nominees, Maria Seferian received the highest number of 'FOR' votes with 118,561,786 votes, followed closely by Bryan Lourd with 118,550,094 votes from holders of IAC capital stock voting as a single class.

What was the voting outcome for IAC's 2024 executive compensation package?

IAC's 2024 executive compensation package was approved through a non-binding advisory vote, receiving 115,587,419 votes FOR, 2,321,740 votes AGAINST, and 1,169,653 ABSTAIN votes, with 5,522,454 broker non-votes.

How did Barry Diller perform in the 2025 IAC board election?

Barry Diller received 116,963,159 'FOR' votes and 2,115,653 'WITHHELD' votes in the 2025 board election, with 5,522,454 broker non-votes, showing strong support from IAC shareholders with approximately 98% approval among votes cast.