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IAC/INTERACTIVECORP
FORM 10-K/A
(Amended Annual Report)
Filed 04/29/16 for the Period Ending 12/31/15
Address 555 WEST 18TH STREET
NEW YORK, NY 10011
Telephone 2123147300
CIK 0000891103
Symbol IAC
SIC Code 5990 - Retail Stores, Not Elsewhere Classified
Industry Computer Services
Sector Technology
Fiscal Year 12/31
http://www.edgar-online.com
© Copyright 2016, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    IAC/INTERACTIVECORP FORM 10-K/A (Amended Annual Report) Filed 04/29/16 for the Period Ending 12/31/15 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 555 WEST 18TH STREET NEW YORK, NY 10011 2123147300 0000891103 IAC 5990 - Retail Stores, Not Elsewhere Classified Computer Services...

  • Page 2
    ... executive offices) 59-2712887 (I.R.S. Employer Identification No.) 10011 (Zip Code) (212) 314-7300 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.001 Title of each class Name...

  • Page 3
    ...77,275,479 5,789,499 83,064,978 The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of June 30, 2015 was $6,083,825,075. For the purpose of the foregoing calculation only, all directors and executive officers of the Registrant are assumed to be...

  • Page 4
    ... III Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accounting Fees and Services PART IV...

  • Page 5
    ... Relations. In nominating Mr. Bronfman, the Board considered his experience as a member of senior management of various public and global companies, which the Board believes gives him particular insight into business strategy and leadership, marketing, consumer branding and international operations...

  • Page 6
    ...other senior executive positions at Syfy and USA Network from 1989 to 2000. Before that, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer has served on the boards of directors of ShopNBC, a 24 hour TV shopping network, the International Radio and...

  • Page 7
    ... a director of IAC since April 2005. Mr. Lourd has served as partner and Managing Director of Creative Artists Agency ("CAA") since October 1995. CAA is among the world's leading entertainment agencies and is based in Los Angeles, California, with offices in Nashville, New York, London and Beijing...

  • Page 8
    ... Officer of General Signal and in a number of executive capacities at Saks Fifth Avenue. In his not-for-profit affiliations, Mr. Zannino serves as a member of the Board of Trustees of Pace University. In connection with the nomination of Mr. Zannino, the Board considered his extensive public company...

  • Page 9
    ...Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time as Executive Vice President of Corporate and Business Development of IAC Search...

  • Page 10
    ... matters relating to the compensation of the Company's executive officers and has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Company's executive officers. The Compensation and Human Resources Committee may form...

  • Page 11
    ... Company management. In reliance on its review and the discussions referred to above, the Compensation and Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in IAC's 2015 Annual Report on Form 10-K. Members of the Compensation and Human...

  • Page 12
    ... in the Company's stock price and therefore provides an objectively measurable goal, and a belief that it would, in general, make the Company more competitive in recruiting talented executives and employees. From time to time, however, executives have been awarded restricted stock units in...

  • Page 13
    ... alternative opportunities. Salaries can increase based on a number of factors, including the assumption of additional responsibilities and other factors which demonstrate an executive's increased value to the Company. No executive officer's salary was adjusted during 2015. Annual Bonuses General...

  • Page 14
    ... new role as Chief Executive Officer of the Company, including his focus on managing the day-to-day business operations of the Company, as well as his participation in the major initiatives undertaken during 2015 and his role in developing strategic initiatives for the Company, (ii) with respect to...

  • Page 15
    ... June 24, 2015, Mr. Levin was appointed as the Company's Chief Executive Officer. In his former role as Chief Executive Officer of IAC Search, a portion of his long-term incentives were tied to that business. When the Company asked Mr. Levin to become Chief Executive Officer, the Committee desired...

  • Page 16
    ... the use of performance conditions in connection with our equity awards and annual bonuses, and the fact that no salaries are in excess of $1 million, these three components are generally deductible by the Company. However, under applicable IRS rules, the personal use of corporate aircraft leads to...

  • Page 17
    ... Financial Officer (through June 2015) Gregg Winiarski Executive Vice President, General Counsel and Secretary Year 2015 2014 2013 2015 Salary ($) 500,000 500,000 500,000 Bonus ($) 1,000,000 - 2,200,000 2,750,000 Stock...

  • Page 18
    .... Diller's personal use of other car services. (b) (4) In connection with the grant of IAC stock options to Mr. Levin at the time he was appointed Chief Executive Officer of IAC in June 2015, Mr. Levin surrendered equity awards tied solely to the value of IAC's Search business. 15

  • Page 19
    ..., subject to continued employment. The exercise price is equal to the fair market value per share (as defined in the applicable stock and annual incentive plan) of IAC common stock on the grant date. Reflects the grant date fair value of stock option awards using the Black-Scholes...

  • Page 20
    ... regarding equity awards held by our named executives on December 31, 2015. The market value of all RSU awards is based on the closing price of IAC common stock on December 31, 2015 ($60.05). Name Barry Diller Joseph Levin Number of securities underlying unexercised options...

  • Page 21
    ... of the grant date, subject to continued employment, and become exercisable if the closing price per share of the Company's common stock during any 20 consecutive trading day period equals or exceeds $115.89 (a 50% increase to the closing price of the Company's common stock on the grant date) at any...

  • Page 22
    ... of the Company. (2) Estimated Potential Payments Upon Termination or Change in Control of IAC Certain of our employment agreements, equity award agreements and/or omnibus stock and annual incentive plans entitle our named executives to continued base salary payments, the acceleration...

  • Page 23
    ... between the Company and Mr. Kaufman upon a change in control of IAC on December 31, 2015. Upon a termination without cause or resignation for good reason following a change in control of IAC on December 31, 2015, in accordance with our omnibus stock and annual incentive plans and the related award...

  • Page 24
    ...that would have vested upon a termination of employment without cause or resignation for good reason following a change in control of IAC on December 31, 2015 in accordance with the applicable omnibus stock and annual incentive plan and the related award agreements. Represents the value of RSUs...

  • Page 25
    ... of service for IAC and its affiliates and (iii) full acceleration of vesting upon a change in control of IAC. The Company also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at IAC Board and Board committee meetings. Deferred Compensation Plan...

  • Page 26
    ... and named executives of IAC as a group. As of April 25, 2016, there were 73,971,410 and 5,789,499 shares of IAC common stock and Class B common stock, respectively, outstanding. Unless otherwise indicated, the beneficial owners listed below may be contacted at IAC's corporate headquarters located...

  • Page 27
    Table of Contents IAC Common Stock Number of Shares Owned IAC Class B Common Stock % of Number of Class Shares Owned Owned Name and Address of Beneficial Owner The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 Barry Diller Edgar Bronfman, Jr. Chelsea Clinton Michael D. Eisner ...

  • Page 28
    ...one-for-one basis into shares of IAC common stock) and (ii) 136,711 shares of IAC common stock, all of which are held by two grantor retained annuity trusts (the same trusts referred to in footnote (2) above) and over which Ms. Von Furstenberg has sole voting power and Mr. Diller has sole investment...

  • Page 29
    ... herein by reference. Following the completion of Match Group's initial public offering in November 2015, subsidiary-level phantom equity awards that relate to Match Group subsidiaries are settleable, at IAC's election, in shares of IAC common stock or Match Group common stock. To the...

  • Page 30
    ... use of Companyowned aircraft in 2015. Relationships Involving Other Directors. During 2015, an IAC business was billed for data licensing services provided by infoGroup, Inc. ("infoGroup") in the aggregate amount of approximately $500,000. infoGroup is a portfolio company of CCMP Capital...

  • Page 31
    ...a named executive officer of the ultimate parent corporation that owns and controls NBCUniversal); · payments for services made by an IAC business to CAA, where Mr. Lourd is Managing Director; · a co-investment by IAC in an entity in which Polaris Partners was an existing equity investor, as...

  • Page 32
    ... the Company to Match Group (based on Match Group's revenue as a percentage of IAC's total revenue). (3) (4) Audit-Related Fees in 2015 and 2014 include fees for benefit plan audits. Tax Fees in 2015 and 2014 primarily include fees paid for the preparation of federal, state and local...

  • Page 33
    ...'s independence from IAC and its management. Unless a type of service to be provided by IAC's independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services in excess of pre-approved cost levels also...

  • Page 34
    ... of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. April 29, 2016 IAC/INTERACTIVECORP By: /s/ Gregg Winiarski Gregg Winiarski Executive Vice President, General Counsel & Secretary 31

  • Page 35
    ... I have reviewed this Amendment No. 1 on Form 10-K/A (the "Amendment") to IAC's annual report on Form 10-K for the year ended December 31, 2015 (together with the Amendment, the "Report"); and 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit...

  • Page 36
    ... I have reviewed this Amendment No. 1 on Form 10-K/A (the "Amendment") to IAC's annual report on Form 10-K for the year ended December 31, 2015 (together with the Amendment, the "Report"); and 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit...

  • Page 37
    ... I have reviewed this Amendment No. 1 on Form 10-K/A (the "Amendment") to IAC's annual report on Form 10-K for the year ended December 31, 2015 (together with the Amendment, the "Report"); and 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit...