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IACI > SEC Filings for IACI > Form 8-K on 2-Jul-2013All Recent SEC Filings

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Form 8-K for IAC/INTERACTIVECORP


2-Jul-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As described in Item 5.07 below, at IAC's annual meeting of stockholders held on June 26, 2013, stockholders approved the IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan (the "2013 Stock Plan").

A brief description of the terms of the 2013 Stock Plan appears in Exhibit 99.1 hereto and is incorporated herein by reference. This description is qualified in its entirety by reference to the full text of the 2013 Stock Plan, which was filed as Appendix A to the Company's definitive proxy statement, dated May 10, 2013, and which is incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders.

Annual Meeting

On June 26, 2013, IAC's annual meeting of stockholders was held. Stockholders present in person or by proxy, representing 65,529,234 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), voted on the following matters:

1. Election of Directors-stockholders elected the following fourteen directors of the Company to hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified.

Elected by holders of IAC common stock voting as a separate class:

                     Number of Votes Cast in   Number of Votes For Which
                              Favor             Authority Was Withheld
Donald R. Keough                  50,505,762                   7,258,539
Bryan Lourd                       56,884,609                     879,692
Alan G. Spoon                     56,881,932                     882,369
Richard F. Zannino                56,884,462                     879,839

Elected by holders of IAC common stock and IAC Class B common stock, voting together as a single class:

                      Number of Votes Cast   Number of Votes For Which
                            in Favor          Authority Was Withheld
Gregory R. Blatt               115,038,105                     621,186
Edgar Bronfman, Jr.            110,039,676                   5,619,615
Chelsea Clinton                115,100,801                     558,490
Sonali De Rycker               115,160,894                     498,397
Barry Diller                   112,030,231                   3,629,060


Michael D. Eisner           115,130,876      528,415
Victor A. Kaufman           115,022,761      636,530
Arthur C. Martinez          105,400,576   10,258,715
David Rosenblatt            108,740,119    6,919,172
Alexander von Furstenberg   114,986,596      672,695

In addition to the votes cast and withheld for each director nominee described above, there were 7,764,933 broker non-votes in connection with the election of each director nominee.

2. The 2013 Stock Plan Proposal- stockholders approved the 2013 Stock Plan, with stockholders eligible to vote voting as follows:

Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstaining 75,101,862 40,317,733 239,696

In addition to the votes cast for, cast against and abstaining described above, there were 7,764,933 broker non-votes in connection with the 2013 Stock Plan Proposal.

3. The Auditor Ratification Proposal- stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ended December 31, 2013, with stockholders eligible to vote voting as follows:

Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstaining 120,699,334 2,531,135 193,755



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.                                 Description

   99.1        Summary of Certain Terms of the IAC/InterActiveCorp 2013 Stock and
               Annual Incentive Plan


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