Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 25, 2020, Match Group, Inc. ("Match") held a special meeting of
stockholders (the "Match Special Meeting") to:
1.consider and vote on a proposal to adopt the Transaction Agreement, dated as
of December 19, 2019 and amended as of April 28, 2020 and June 22, 2020 (as so
amended, the "Transaction Agreement"), by and among IAC/InterActiveCorp ("IAC"),
IAC Holdings, Inc., Valentine Merger Sub LLC and Match (the "Transaction
Proposal");
2.consider and vote on an advisory (non-binding) proposal to, following the
separation of the businesses of Match from the remaining businesses of IAC
pursuant to the Transaction Agreement (the "Separation"), classify the board of
directors of IAC, which will be renamed "Match Group, Inc." ("New Match") and to
allow New Match stockholders to vote on the election of the directors on a
staggered three-year basis, rather than on an annual basis (the "New Match Board
Classification Advisory Vote Proposal");
3.consider and vote on an advisory (non-binding) proposal to, following the
Separation, prohibit action by written consent of stockholders of New Match in
lieu of a stockholder meeting, subject to any rights of holders of preferred
stock (the "Prohibition of Stockholder Written Consent Advisory Vote Proposal");
and
4.approve one or more adjournments or postponements of the Match Special Meeting
if necessary or appropriate, including to solicit additional proxies if there
are not sufficient votes at the time of the Match Special Meeting to adopt the
Transaction Proposal (the "Match Adjournment Proposal").
There were 74,223,779 shares of Match common stock (entitled to one vote per
share) and 209,919,402 shares of Match Class B common stock (entitled to ten
votes per share) outstanding and entitled to vote on the record date for the
Match Special Meeting.
Pursuant to the terms of the Transaction Agreement, adoption of the Transaction
Proposal, which was a condition to the completion of the transactions
contemplated by the Transaction Agreement, required both (i) the affirmative
vote of holders of at least a majority of the aggregate voting power of all
outstanding shares of Match capital stock entitled to vote on the proposal,
voting together as a single class, and (ii) the affirmative vote of holders of
at least a majority of the aggregate voting power of all outstanding shares of
Match capital stock entitled to vote on the proposal (other than any shares of
Match capital stock owned, directly or indirectly, by IAC and its subsidiaries,
the members of the IAC board of directors, any person that IAC has determined to
be an "officer" of IAC within the meaning of Rule 16a-1(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the members of the Match
board of directors, any person that Match has determined to be an "officer" of
Match within the meaning of Rule 16a-1(f) of the Exchange Act, and the immediate
family members of any of the foregoing), voting together as a single class (the
"Disinterested Stockholders").

--------------------------------------------------------------------------------

At the Match Special Meeting, shares of Match capital stock constituting a quorum to conduct business were present in person or by proxy, and each of the proposals was approved by the requisite voting power of holders of Match capital stock. The results for each matter voted on were as follows: 1.The Transaction Proposal:


  Number of Votes FOR    Number of Votes AGAINST     Number of Votes ABSTAINED
     2,159,609,575                32,666                      19,474

2.The New Match Board Classification Advisory Vote Proposal:

Number of Votes FOR Number of Votes AGAINST Number of Votes ABSTAINED


     2,131,236,967              28,379,341                    45,407

3.The Prohibition of Stockholder Written Consent Advisory Vote Proposal:

Number of Votes FOR Number of Votes AGAINST Number of Votes ABSTAINED


     2,135,713,313              23,872,569                    75,833


As of the record date of the Match Special Meeting, the Disinterested
Stockholders held 55,211,534 shares of Match common stock. The Transaction
Proposal was approved by Disinterested Stockholders holding 41,594,128 shares of
Match common stock, which represents approximately 75% of the voting power of
Match common stock held by the Disinterested Stockholders.
A vote on the Match Adjournment Proposal was not necessary or appropriate
because there were sufficient votes at the time of the Match Special Meeting to
approve the Transaction Proposal. No other business properly came before the
Match Special Meeting.
Item 8.01. Other Events.
Press Release
On June 25, 2020, Match and IAC issued a joint press release announcing the
results of the Match Special Meeting, which is attached hereto as Exhibit 99.1
and incorporated herein by reference.

--------------------------------------------------------------------------------

Election Results
Under the terms of the Transaction Agreement, if the separation of IAC and Match
is completed, each Match stockholder (other than IAC, Match or their wholly
owned subsidiaries) will be entitled to receive, with respect to each share of
Match common stock, one share of New Match common stock and, at each such
stockholder's election, either:
• $3.00 in cash (a "Cash Election"); or
•a fraction of a share of New Match common stock with a value of $3.00,
calculated based on the Match VWAP (as defined in the Transaction Agreement) (an
"Additional Stock Election").
As of 5:00 p.m. New York City time on June 25, 2020, the election deadline,
there were 5,228,526 Cash Elections and 23,236,301 Additional Stock Elections
made and not withdrawn in respect of shares of Match common stock. Match
stockholders who did not validly make an election are deemed to have made an
Additional Stock Election with respect to their shares of Match common stock.
                                      ***
     No Offer or Solicitation / Additional Information and Where To Find It
This communication is for informational purposes only and does not constitute an
offer to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
This communication is being made in respect of a proposed transaction involving
IAC, New IAC, and Match. In connection with the proposed transaction, on April
28, 2020, IAC and New IAC filed with the Securities and Exchange Commission (the
"SEC") an amendment to the joint registration statement on Form S-4 filed on
February 13, 2020 (the "Form S-4") that includes a joint proxy statement of IAC
and Match. The Form S-4 was declared effective by the SEC on April 30, 2020, and
IAC and Match commenced mailing the joint proxy statement/prospectus to
stockholders of IAC and stockholders of Match on or about May 4, 2020. Each
party will file other documents regarding the proposed transaction with the SEC.
IAC, New IAC and Match may file one or more other documents with the SEC. This
communication is not a substitute for the joint proxy statement/prospectus or
any other document that may be filed with the SEC in connection with the
proposed transaction.
INVESTORS AND SECURITY HOLDERS OF IAC AND MATCH ARE URGED TO READ THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these materials (when they
are available) and other documents filed with the SEC free of charge at the
SEC's website, www.sec.gov. Copies of documents filed with the SEC by IAC (when
they become available) may be obtained free of charge on IAC's website at
www.iac.com. Copies of documents filed with the SEC by Match (when they become
available) may also be obtained free of charge on Match's website at
www.mtch.com.

--------------------------------------------------------------------------------


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
  Exhibit
  Number    Description
   99.1       Joint Press Release, dated June 25, 2020.
    104     Inline XBRL for the cover page of this Current Report on Form 8-K

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses