8-K 1 a18-16234_18k.htm 8-K

 

 

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 28, 2018

 

IAC/INTERACTIVECORP

(Exact name of registrant as specified in charter)

 

Delaware

 

0-20570

 

59-2712887

(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:

 

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))

 

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 o

 

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. o

 

 

 


 

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

 

Approval of 2018 Stock and Annual Incentive Plan

 

(e)                                  As described in Item 5.07 below, at the annual meeting of stockholders of IAC/InterActiveCorp (“IAC” or the “Company”) held on June 28, 2018, stockholders approved the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan (the “2018 Stock Plan”).

 

A brief description of the terms of the 2018 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 2018 Stock Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Compensatory Arrangements of Executive Vice President and Chief Strategy Officer

 

(e)                                  On June 28, 2018, IAC and Mark Stein, Executive Vice President and Chief Strategy Officer of the Company, entered into an employment agreement (the “Employment Agreement”). A brief description of the terms of the Employment Agreement appears below. This description is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference. Unless otherwise specified, capitalized terms used but not defined below shall have the meanings set forth in the Employment Agreement.

 

Term. The Employment Agreement has a scheduled term of one year from the effective date (June 28, 2018) and provides for automatic renewals for successive one year terms absent written notice from IAC or Mr. Stein ninety (90) days prior to the expiration of the then current term.

 

Compensation. The Employment Agreement provides that during the term, Mr. Stein will be eligible to receive an annual base salary (currently $550,000), discretionary annual cash bonuses, equity awards and such other employee benefits as may be reasonably determined by the Compensation and Human Resources Committee of IAC’s Board of Directors.

 

Severance. Upon a termination of Mr. Stein’s employment by IAC without Cause (and other than by reason of death or Disability), Mr. Stein’s resignation for Good Reason or the timely delivery of a Non-Renewal Notice by IAC (collectively, a “Qualifying Termination”), subject to the execution and non-revocation of a release and compliance with the restrictive covenants set forth below:

 

(i)                                     IAC will continue to pay Mr. Stein his annual base salary for one (1) year following such Qualifying Termination (the “Severance Period”), subject to offset for amounts earned from other employment during the Severance Period;

 

(ii)                                  all unvested IAC equity awards (including cliff vesting awards, if any, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr. Stein that would have otherwise vested during the Severance Period shall vest as of the date of such Qualifying Termination; and

 

(iii)                               all vested and outstanding IAC stock options held by Mr. Stein as of the date of such Qualifying Termination (including any stock options that vested pursuant to the acceleration rights described in (ii) above), shall remain outstanding and exercisable for eighteen (18) months from the date of such Qualifying Termination.

 

Restrictive Covenants. Pursuant to the Employment Agreement, Mr. Stein is bound by a covenant not to compete with IAC and its businesses during the term of his employment and the Severance Period and by covenants not to solicit IAC’s employees or business partners during the term of his employment and for eighteen (18) months after a Qualifying Termination. In addition, Mr. Stein has agreed not to use or disclose any confidential information of IAC or its affiliates and to be bound be customary covenants relating to proprietary rights and the related assignment of such rights.

 

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

 

Annual Meeting

 

On June 28, 2018, IAC’s annual meeting of stockholders was held. Stockholders present in person or by proxy, representing 64,222,665 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 twelve (12) 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

 

Bryan Lourd

 

56,837,969

 

1,280,132

 

Alan G. Spoon

 

51,146,540

 

6,971,561

 

Richard F. Zannino

 

57,772,139

 

345,962

 

 

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

 

Edgar Bronfman, Jr.

 

111,700,673

 

4,312,418

 

Chelsea Clinton

 

115,497,842

 

515,249

 

Barry Diller

 

113,282,445

 

2,730,646

 

Michael D. Eisner

 

114,942,942

 

1,070,149

 

Bonnie S. Hammer

 

114,783,835

 

1,229,256

 

Victor A. Kaufman

 

114,388,482

 

1,624,609

 

Joseph Levin

 

114,583,824

 

1,429,267

 

David Rosenblatt

 

114,994,070

 

1,019,021

 

Alexander von Furstenberg

 

114,318,408

 

1,694,683

 

 

In addition to the votes cast and withheld for each director nominee described above, there were 6,104,564 broker non-votes in connection with the election of each director nominee.

 

2.                                      The 2018 Stock Plan Proposal — stockholders approved the 2018 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

 

86,906,996

 

29,070,076

 

36,019

 

 

In addition to the votes cast for, cast against and abstaining described above, there were 6,104,564 broker non-votes in connection with the 2018 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, 2018, with stockholders eligible to vote voting as follows:

 

Number of Votes Cast in Favor

 

Number of Votes Cast Against

 

Number of Votes Abstaining

 

120,786,216

 

1,316,771

 

14,668

 

 

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Item 9.01                   Financial Statements and Exhibits

 

(d)                                 Exhibits

 

Exhibit No.

 

Description

10.1

 

IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan.

 

 

 

10.2

 

Employment Agreement between Mark Stein and the Registrant, dated as of June 28, 2018.

 

 

 

99.1

 

Summary of Certain Terms of the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan.

 

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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:

Executive Vice President,

 

 

General Counsel and Secretary

 

Date:  June 29, 2018

 

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