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 16, 2011

 

IAC/INTERACTIVECORP

(Exact name of registrant as specified in charter)

 

 

 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

 

Annual Meeting

 

On June 16, 2011, IAC’s annual meeting of stockholders (the “2011 Annual Meeting”) was held.  Stockholders present in person or by proxy, representing 72,851,671 shares of IAC common stock (entitled to one vote per share) and 4,595,378 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 twelve 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 Favor		Number of Votes For Which Authority Was Withheld
Donald R. Keough		64,275,275		3,768,530
Bryan Lourd		66,330,923		1,712,882
Alan G. Spoon		67,312,616		731,189

 

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

 

		Number of Votes Cast in Favor		Number of Votes For Which Authority Was Withheld
Gregory R. Blatt		108,619,336		5,378,249
Edgar Bronfman, Jr.		110,992,045		3,005,540
Barry Diller		107,865,575		6,132,010
Michael D. Eisner		113,372,163		625,422
Victor A. Kaufman		112,671,744		1,325,841
Arthur C. Martinez		101,864,450		12,133,135
David Rosenblatt		110,632,755		3,364,830
Alexander von Furstenberg		108,367,003		5,630,582
Richard F. Zannino		113,263,517		734,068

 

In addition to the votes cast and withheld for each director nominee described above, there were 4,807,866 broker non-votes with respect to each director nominee.

 

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2.     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, 2011.  Stockholders eligible to vote voted as follows:

 

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstaining
117,565,007		1,227,974		12,470

 

3.     The Say on Pay Proposal—stockholders approved (on an advisory basis) the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2010.  Stockholders eligible to vote voted as follows:

 

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstaining
104,901,647		8,596,498		499,440

 

In addition to the votes cast and abstentions described above, there were 4,807,866 broker non-votes with respect to the Say on Pay Proposal.

 

4.     Frequency of the Say on Pay Vote Proposal—stockholders approved (on an advisory basis) an advisory vote to approve the compensation paid to the Company’s named executive officers every three years.  Stockholders eligible to vote voted as follows:

 

One Year		Two Years		Three Years		Number of Votes Abstaining
49,045,544		6,855,644		57,621,523		474,874

 

In addition to the votes cast and abstentions described above, there were 4,807,866 broker non-votes with respect to the Frequency of the Say on Pay Vote Proposal.  Based on these results, and consistent with the Company’s recommendation, future stockholder advisory votes on executive compensation will occur every three years. Accordingly, the next stockholder advisory vote on executive compensation is scheduled to be held at the Company’s 2014 Annual Meeting of Stockholders. The next required stockholder advisory vote regarding the frequency interval is scheduled to be held in six years at the Company’s 2017 Annual Meeting of Stockholders.

 

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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/INTERACTIVECORP
	By:	/s/ Gregg Winiarski
	Name:	Gregg Winiarski
	Title:	Senior Vice President,
		General Counsel and Secretary
Date: June 22, 2011

 

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