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IAC/INTERACTIVECORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 24, 2014



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

On June 18, 2014, IAC's annual meeting of stockholders was held. Stockholders present in person or by proxy, representing 67,766,076 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 Number of Votes For Which Favor Authority Was Withheld Donald R. Keough 57,924,856 1,288,271 Bryan Lourd 58,488,622 724,505 Alan G. Spoon 58,306,517 906,610



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 Edgar Bronfman, Jr. 111,592,512 5,515,605 Chelsea Clinton 116,626,590 481,527 Sonali De Rycker 116,724,458 383,659 Barry Diller 113,748,567 3,359,550 Michael D. Eisner 116,632,686 475,431 Victor A. Kaufman 116,477,839 630,278 David Rosenblatt 116,713,022 395,095 Alexander von Furstenberg 116,479,828 628,289 Richard F. Zannino 116,397,263 710,854



In addition to the votes cast and withheld for each director nominee described above, there were 8,552,949 broker non-votes with respect to each director nominee.

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, 2014. Stockholders eligible to vote voted as follows:

Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstaining 122,936,412 2,475,704 248,950 2



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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, 2013. Stockholders eligible to vote voted as follows:

Number of Votes Cast in Favor Number of Votes Cast Against Number of Votes Abstaining

114,081,096 2,227,433 799,588



In addition to the votes cast for, cast against and abstaining described above, there were 8,552,949 broker non-votes with respect to the Say on Pay Proposal.

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Source: Edgar Glimpses


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