On September 14, 2023, the board of directors of
IAC Inc. (the “Company”) approved the amendment and restatement of the Company’s Amended and Restated By-Laws (as so
amended, the “Amended and Restated By-Laws”), effective concurrently with such adoption. Among other things, the amendments
to the Amended and Restated By-Laws:
·
update the procedural mechanics and disclosure requirements in connection
with stockholder nominations of directors and other proposals made in connection with annual meetings of stockholders by, among other
things:
·
requiring additional background information and disclosures regarding proposing
stockholders and proposed nominees;
·
requiring any stockholder submitting a nomination notice to make a representation
as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance
with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (“Rule 14a-19”), and to provide reasonable evidence
that certain requirements of such rule have been satisfied;
·
requiring that stockholders proposing any nominees or business provide any
additional information as may reasonably be requested by the Company;
·
requiring that stockholders seeking to nominate directors deliver notice
to the Company that they have met all applicable requirements of Rule 14a-19 no later than five business days prior to the applicable
meeting date;
·
requiring that information regarding stockholders submitting a nomination
and their nominees be true as of the record date for (and as of ten business days prior to) the applicable meeting date; and
·
requiring stockholders directly or indirectly soliciting proxies from other
stockholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Company’s
board of directors; and
·
require
stockholders to provide notice of any proposed nomination or business no earlier than 120 days (and no later than 90 days) prior to the
applicable annual meeting.
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