SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2021
(Exact name of registrant as specified in charter)
|(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:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.0001||IAC||The Nasdaq Stock Market LLC|
(Nasdaq Global Select Market)
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 ¨
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. ¨
|Item 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
On June 2, 2021, Glenn H. Schiffman, Executive Vice President and Chief Financial Officer of IAC/InterActiveCorp (the “Company”), informed the Company that, after serving in this role since 2016, he will step down, effective August 6, 2021 or such earlier date as is agreed by the Company and Mr. Schiffman, to pursue another opportunity. The Company has begun a search for a new Chief Financial Officer and, if a replacement is not appointed prior to Mr. Schiffman’s departure, the Board of Directors of the Company will appoint an interim principal financial officer of the Company until a successor is appointed.
On June 7, 2021, Mr. Westley Moore informed IAC/InterActiveCorp (the “Company”) that he was announcing a run for the office of Governor of Maryland and, if he wins, he would immediately resign from his position on the Company’s Board of Directors.
|Item 7.01||Regulation FD Disclosure.|
On June 8, 2021, the Company issued a press release in connection with Mr. Schiffman’s departure. The full text of the press release appears in Exhibit 99.1 hereto and is incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits.|
|10.1||Separation Agreement dated June 8, 2021 between IAC and Mr. Schiffman|
|99.1||Press Release of IAC/InterActiveCorp, dated June 8, 2021.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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.
|By:||/s/ Kendall Handler|
|Title:||Senior Vice President, General Counsel & Secretary|
Date: June 8, 2021