Good day, and welcome to IAC's twenty twenty one Annual Meeting of Stockholders. Please note that today's meeting is being recorded. At this time, I would like to turn the proceedings over to Mr. Joey Please go ahead, sir.
Good morning. I'm Joey Levin, Chief Executive Officer of IAC. On behalf of the company, I'd like to welcome you to IAC's Annual Meeting of Stockholders. I'd like to introduce Glenn Schiffman, IAC's Chief Financial Officer and Kendall Handler, IAC's General Counsel and Secretary who are here with me today. Ms.
Handler is serving as the Secretary of the Annual Meeting. The purpose of the twenty twenty one IAC Annual Meeting is to vote on a number of proposals related to the separation of the Vimeo businesses from IAC, which we refer to as the spin off, elect 12 members of the IAC Board of Directors, ratify the appointment of the company's auditors for 2021 and vote on an advisory basis on two executive compensation related proposals and approve other related matters. I will now ask Ms. Handler to conduct the formal portion of the annual meeting. Time permitting, a question and answer session will follow.
Thanks, Joey. It's now 11:01 a. M. And in accordance with the notice of this meeting, the twenty twenty one IAC Annual Meeting is now formally called to order. The meeting will be conducted in accordance with the meeting rules and procedures posted on the website for the meeting.
We do not expect any technical difficulties today. However, in the event we lose our webcast connection or otherwise experience technical difficulties, please allow for some time for the meeting website to refresh automatically. And now before beginning the formal business of the meeting, I'd like to introduce a few additional individuals. Our Inspector of Election is Kevin Chow from Broadridge. Joanne Hawkins is IAC's Senior Vice President and Deputy General Counsel and will assist Broadridge with the voting and tabulation.
Mark Schneider is IAC's Senior Vice President of Finance and Investor Relations. And Mike Hollander, Dave Alpago and Michele D'Agostino are representatives from Ernst and Young LLP, IAC's registered public accounting firm. I will now give a report with respect to the calling and the giving of notice of this meeting. The annual meeting was called by our Board of Directors, and the close of business on 04/06/2021, was fixed as the record date for the holders of our common stock and Class B common stock entitled to receive notice of and to vote at the meeting online or by proxy. The mailing of proxy materials and related notices commenced on or about 04/12/2021, as confirmed by an affidavit of mailing provided by Broadridge, and proxies have been submitted since such mailing.
If you have already submitted your proxy, then your votes have been tallied. If you wish to vote during the meeting or change a proxy previously submitted, you may do so online now until the polls close using the 16 digit control number included in your proxy materials. The record will show that we have received a report from Mr. Chow, the Inspector of Elections, certifying that a majority of the total votes entitled to be cast by holders of IAC common stock and IAC Class B common stock together as a single class, IAC Common Stock as a separate class and IAC Class B common stock as a separate class. At the meeting, it's present in person virtually or by proxy, which is sufficient for a quorum in the case of all required votes.
A quorum is present, and this meeting is now duly convened for the purposes of transacting business properly before it. The matters to be acted upon today will be considered in the order set out in the proxy statement. The first item on the agenda is the approval of amendments to the IAC's restated of IAC's restated certificate of Aqua Incorporation that will affect the spin off by reclassifying each share of IAC common stock and IAC Class D common stock, each with a par value of $0.10 into oneone 100 of a share of IAC par value $01 Series one mandatorily exchangeable preferred stock and oneone 100 of a share of IAC par value $01 Series two mandatorily exchangeable preferred stock, respectively, that will each automatically exchange into 1.6235 shares of Vimeo common stock and Vimeo Class B common stock, respectively, each with a par value of $01 and two, one share of IAC common stock and IAC Class B common stock, respectively, each with par value of $0 immediately following such reclassifications. We refer to this item as a spin off proposal. The approval of the spinoff proposal, which is a condition to the completion of the spinoff, requires the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC common stock and IAC Class B common stock entitled to vote on such matter, each voting as a separate class.
IAC common stock and IAC Class B common stock, which we refer to together as IAC Capital stock entitled to vote on such matter, voting together as a single class. And IAC Common Stock, other than any shares of IAC Common Stock owned directly or indirectly by members of IAC's Board of Directors, certain IAC officers and the immediate family members of foregoing as further described in proxy materials. The second item on the agenda is the approval of an amendment to the IAC restated certificate of incorporation pursuant to which following the spinoff officers and directors of IAC who are also directors of Vimeo will generally not be liable to IAC or its stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs the corporate opportunity to Vimeo instead of IAC and other related amendments as described in proxy statement. We refer to this item as the corporate opportunities proposal. The approval of the corporate opportunities proposal, which will only be implemented if the spin off is completed, requires the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Capital stock entitled to vote on such matter, voting together as a single class.
The third item on the agenda is the approval of one or more adjournments or postponements of the IAC Annual Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the spin off in corporate opportunities proposal. The approval of the adjournment proposal requires the affirmative vote of a majority of the voting power of the shares of IAC Capital stock present in person or represented by proxy and entitled to vote on the matter. The fourth item on the agenda is the election of 12 members of the IAC Board of Directors. The following nine director nominees will be voted on collectively by holders of IAC Capital Stocks, Chelsea Clinton, Sherry Diller, Michael D. Eisner, Bonnie S.
Hammer, Victor A. Kaufman, Joseph Levin, Leslie Moore, David Rosenblatt, Alexander von Furstenberg. The affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC Capital Stock voting together as a single class is required for the election of each of these nine nominees. The following three director nominees will be voted upon by holders of IAC common stock voting as a separate class: Brian Lord, Alan G. Spoon and Richard F.
Zanino. The affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock voting as a separate class is required for approval of the election of each of these three nominees. The fifth item on the agenda is the ratification of the appointment of Ernst and Young LLP as IAC's independent registered public accounting firm for the fiscal year ending 12/31/2021. This proposal will be voted upon collectively by the holders of IAC Capital Stock. The approval of this proposal requires the affirmative vote of a majority of the voting power of shares of IAC Capital stock present in person or represented by proxy and entitled to vote on the matter.
The sixth item on the agenda is the approval on an advisory basis of the compensation paid to the company's named executive officers for 2020. This proposal will be voted upon collectively by the holders of IAC Capital Stock. The approval on an advisory basis of this proposal requires the affirmative vote of a majority of the voting power of shares of IMC Capital Stock present in person or represented by proxy and entitled to vote on the matter. The seventh item on the agenda is the approval on an advisory basis of how frequently, either every one, every two or every three years, the company should hold an advisory vote to approve the compensation paid to its named executive officers. The approval of this proposal requires the affirmative vote of a majority of the voting power of shares of IAC Capital stock present in person or represented by proxy and entitled to vote on the matter.
We're now ready to vote on the proposals previously discussed, and the polls are officially open as of 11:09 a. M. All proxies previously submitted will now be officially voted. Votes cast online during the meeting will be tallied together with votes submitted by proxy. Now that all proxies have officially been voted and tallied together with those votes cast during the meeting, the polls are now formally closed by order of the chair at 11:09 a.
M. Based on information provided to me by Mr. Chow regarding preliminary voting results in pursuant to the Delaware General Corporation Law and IAC's organizational documents, IAC's stockholders have voted to approve the spinoff proposal, approve the corporate opportunities proposal, approve the adjournment proposal, elect all 12 director nominees, approve the ratification of the appointment of Ernst and Young LLP for 2021, approve on an advisory basis the compensation paid to the company's named executives in 2020, and approve on an advisory basis the company holding an advisory vote to approve the compensation paid to its named executives every three years. We will file a Form eight ks announcing the final results of the meeting, which will be filed no later than four business days following the date of the meeting. Now that all formal business of the meeting has been concluded and at the direction of the Chair of the Annual Meeting, I declare the formal business portion of the meeting now officially adjourned at 11:10 a.
M. The question and answer portion of the annual meeting has now begun. Please note that only questions that comply with the meeting rules and procedures posted on the meeting website will be addressed, and we may not be able to address all questions in the interest of time. We have not received any questions. And as a result, the Q and A session has now ended.
The annual meeting has now concluded, you may now disconnect. Thank you.
Thank you all.