ServiceMagic 2013 Annual Report Download - page 96

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IAC/INTERACTIVECORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 11—SHAREHOLDERS' EQUITY
Description of Common Stock and Class B Convertible Common Stock
With respect to matters that may be submitted to a vote or for the consent of IAC's shareholders generally, including the election of
directors, each holder of shares of IAC common stock and IAC Class B common stock vote together as a single class. In connection with any
such vote, each holder of IAC common stock is entitled to one vote for each share of IAC common stock held and each holder of IAC Class B
common stock is entitled to ten votes for each share of IAC Class B common stock held. Notwithstanding the foregoing, the holders of shares of
IAC common stock, acting as a single class, are entitled to elect 25% of the total number of IAC's directors, and, in the event that 25% of the
total number of directors shall result in a fraction of a director, then the holders of shares of IAC common stock, acting as a single class, are
entitled to elect the next higher whole number of IAC's directors. In addition, Delaware law requires that certain matters be approved by the
holders of shares of IAC common stock or holders of IAC Class B common stock voting as a separate class.
Shares of IAC Class B common stock are convertible into shares of IAC common stock at the option of the holder thereof, at any time, on
a share-for-share basis. Such conversion ratio will in all events be equitably preserved in the event of any recapitalization of IAC by means of a
stock dividend on, or a stock split or combination of, outstanding shares of IAC common stock or IAC Class B common stock, or in the event of
any merger, consolidation or other reorganization of IAC with another corporation. Upon the conversion of shares of IAC Class B common
stock into shares of IAC common stock, those shares of IAC Class B common stock will be retired and will not be subject to reissue. Shares of
IAC common stock are not convertible into shares of IAC Class B common stock.
Except as described herein, shares of IAC common stock and IAC Class B common stock are identical. The holders of shares of IAC
by IAC's Board of Directors out of funds legally available therefore. In the event of a liquidation, dissolution, distribution of assets or winding-
up of IAC, the holders of shares of IAC common stock and the holders of shares of IAC Class B common stock are entitled to receive, share for
share, all the assets of IAC available for distribution to its stockholders, after the rights of the holders of any IAC preferred stock have been
satisfied.
At December 31, 2013 , Mr. Diller, Chairman of the Board and Senior Executive of the Company, holds 5.8 million shares, representing
100% of IAC's outstanding Class B common stock. At December 31, 2013 , Mr. Diller held shares representing 43.1% of the outstanding total
voting power of the Company.
Description of Preferred Stock
IAC's Board of Directors has the authority to designate, by resolution, the powers, preferences, rights and qualifications, limitations and
restrictions of preferred stock issued by IAC without any further vote or action by the shareholders. Any shares of preferred stock so issued
both. At December 31, 2013 and 2012 there is no preferred stock issued and outstanding.
Reserved Common Shares
In connection with equity compensation plans, 24.7 million shares of IAC common stock are reserved at December 31, 2013 .
Warrants
No warrants were outstanding at December 31, 2013 . No warrants were issued during the years ended December 31, 2013 , 2012 and
2011 . During the years ended December 31, 2012 and 2011 , 14.3 million and 3.9 million warrants were exercised, respectively. Some of those
warrants were exercised on a cashless or net basis. For the years ended December 31, 2012 and 2011 , IAC received proceeds of $284.1 million
and $76.0 million , respectively.
Common Stock Repurchases
During 2013 and 2012, the Company purchased 4.5 million and 15.5 million shares of IAC common stock for aggregate consideration, on
a trade date basis, of $229.1 million and $716.1 million , respectively.
On April 30, 2013, IAC's Board of Directors authorized the repurchase of up to 10 million shares of IAC common stock. At December 31,