IAC Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 |