Good day, and welcome to IAC's 2020 Annual Meeting of Stockholders. Today's meeting is being recorded. At this time, I would like to turn the proceedings over to Mr. Joseph Levin, Chief Executive Officer of IAC, who has been designated to serve as Chairman of the meeting. Please go ahead, sir.
Hello, everybody. Welcome to the IAC Annual Meeting. Glenn Schiffman, our Chief Financial Officer and Greg Winiarski, our General Counsel are on. Greg Winiarski is serving as Secretary of the meeting. The purpose of this meeting is to approve a number of proposals related to the separation of MASCH Group, Inc.
From IAC, elect 11 directors, ratify the appointment of the company's auditors for 2020 and approve on an advisory compensation paid to IAC's named executive officers for 2019 and approve other related matters. Mr. Winiarski will now conduct the formal portion of the meeting and Q and A session will follow. Thank you.
Thank you, Joey. I'd like to officially call the meeting to order and introduce a few other participants. We've got with us today Kevin Chow from Broadridge, who is serving as the Inspector of Election Joanne Hawkins, the Senior Vice President and Deputy General Counsel at IAC, who has assisted Broadridge with the voting and tabulation Mark Schneider, IAC's Senior Vice President of Finance and Investor Relations and Mike Hollander, Dave Alpego and Michelle D'Agostino from Ernst and Young, the company's independent accountants. Stockholders of record as of the close of business on May 4, 2020 are entitled to vote at the meeting today's meeting online or by proxy. Proxy materials and related notices were mailed on or about May 4 and proxies have been submitted since.
If you've already submitted your votes by proxy, then your votes have been tallied. If you wish to vote during the meeting or change any proxy previously submitted, you may do so online until the polls close by using the 16 digit control number that was included in your proxy materials. The record will show that we've 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 at the meeting is present in person or by proxy, which is sufficient for a quorum. In addition, a majority of the votes entitled to be cast by holders of IAC common stock at the meeting is present in person by proxy and that's sufficient for a quorum with respect to matters that are voted upon by IAC common stockholders separately as a class.
And finally, a majority of the votes entitled to be cast by holders of IAC Class B common stock are present at the meeting in person or by proxy and that is sufficient for a quorum with respect to matters on which holders of the Class B common stock vote separately. On that basis, I declare a quorum is present for the meeting. There are a number of proposals for consideration today and I'll go through them 1 by 1. First, the approval of amendments to IAC certificate of incorporation that will affect the separation of Match Group from IAC by reclassifying each share of IAC common stock into a number of shares of Class M common stock and a number of shares sorry, a number of shares of Class M common stock equal to the reclassification ratio that's described in the transaction agreement governing the separation and one share of Series 1 mandatorily exchangeable preferred stock. Also, the amendments reclassify each share of Class B common stock into a number of shares of ISD Class M common stock equal to that reclassification exchange ratio and into one share of Series 2 mandatorily exchange over preferred stock.
The approval of that proposal requires the affirmative vote of all of the IAC shares outstanding and voting together as a class. It also requires the affirmative vote of the shares of common stock and the shares of Class B common stock voting separately as classes. The second proposal for consideration at the meeting is the approval of amendments to the IAC certificate of incorporation that will provide that following the separation, the Match Group Board of Directors, the new Match Group Board of Directors will be classified into 3 classes of each serving 3 years in office. There are a number of other amendments, including amendments providing for the removal of members of the Board of new match from office only being permitted for cause and with the affirmative vote of not less than a majority of the total voting power of shares of New Match Capital Stock Outstanding. Amendments providing for the exclusive right of the Board of Directors of New Match to fill director vacancies, Amendments providing that no officer of Director of New Match, who is also an officer of Director of New IAC shall have liability to stockholders for breach of any fiduciary duty by reason of the fact that such individual directs a corporate opportunity to new IC rather than new match and certain other ministerial amendments to the IHC certificate of incorporation to affect these changes.
The approval of this proposal requires the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IFC Capital stock entitled to vote voting together as a class. The 3rd proposal are amendments to the IFC Certificate of Incorporation that will prohibit following the separation action by written consent of stockholders of New Match in lieu of a meeting. The approval of this proposal requires the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IC Capital stock entitled to vote on such matter voting together as a class. The 4th proposal is the approval of certain other amendments to the IAC certificate of incorporation, all of which are described in the joint proxy statement prospectus that provide for a number of things, including the renaming of New Match as Match Group and the elimination of all classes of capital stock of New Match that were in effect immediately prior to the separation. The approval of that proposal requires the affirmative vote of the holders of majority of the aggregate voting power of all outstanding Capital Stock entitled to vote, voting together as a single class.
The 5th proposal is to approve the issuance of shares of IAC Class M common stock in connection with the transactions contemplated by the transaction agreements that I referenced earlier. The approval of that proposal also requires the affirmative vote of the majority of the voting power of shares present in person at this meeting. The 6th proposal is to approve the IC Interactive Corp. 2020 Stock and Annual Incentive Plan. This plan will remain with New Match and be renamed the Match Group 2020 Stock and Annual Incentive Plan following the separation.
The approval of this proposal requires the affirmative vote of the majority of the voting power present in person or by proxy at this meeting. The 7th proposal considered at today's meeting is to approve 1 or more adjournments or postponements of this annual meeting to solicit additional proxies if necessary. This proposal requires the affirmative vote of the majority of the voting power present at this meeting. The 8th proposal is for the election of 8 director nominees to the IAC Board. Those nominees are Chelsea Clinton, Barry Diller, Michael Eisner, Bonnie Hammer, Victor Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg.
This proposal is voted upon collectively by the holders of IAC Capital Stock, which consists of both the IAC common stock and the IAC Class B common stock. Separately, there's some proposal for the election of 3 other directors, Brian Lord, Alan Spoon and Richard Zanino. That proposal is voted on by the holders of IAC common stock only voting as its own class. In both cases for the election of directors, the affirmative vote of a plurality of the total number of votes cast is required for approval of those proposals. The next proposal consideration is the ratification of Ernst and Young as IAC's independent registered public accounting firm for the fiscal year ended December 31, 2020.
The approval of this proposal requires the affirmative vote of the majority of the voting power of the shares present in person or by proxy at this meeting. And finally, there's a proposal to approve on an advisory basis the compensation paid to IAC's named executive officers for 2019. Approval of this proposal requires the affirmative vote of a majority of the voting power of the shares present in person or by proxy at this meeting. We're now ready to vote on the proposals that I just described and the Chairman of the meeting has declared the polls officially open as of 11:10 am. All proxies that have previously been submitted will now be officially voted and any votes cast during the meeting will be tallied together with votes submitted by proxy.
There being no further votes submitted, we'll formally close the polls by order of the Chairman. And that is 11:12 a. M. Before the meeting, Mr. Chow informed me the results based on the proxies already received and based on those preliminary voting results and pursuant to the Delaware General Corporation Law and ISC's organizational documents, I'd like to inform you that IFC stockholders have approved all of the proposals, specifically the separation proposal, the new Match Board classification proposal, the proposal on the prohibition of stockholder written consent, the approval of the other match charter amendments, the approval of the IAC Class M stock issuance, approval of the adoption of the IAC 2020 incentive plan, approval of the adjournment proposal and the election of all director nominees.
In addition, we've approved the appointment of Ernst and Young as independent accountants for 2020 and we've approved on an advisory basis the compensation paid to the company's named executives in 2019. We will disclose a full tally of these voting results in Form 8 ks, which will be filed with the SEC no later than 4 business days following the date of this meeting. That concludes the formal portion of this meeting and the formal portion of this meeting is adjourned. Now, we'd like to give our shareholders the opportunity to submit any questions. Questions that comply with our posted meeting rules will be addressed.
So we'll just give you one minute to submit questions. And we have one question from a shareholder, which I will read. And operator, if you could just activate the other mics for the participants. The question is as follows. It comes from Philip Berman, Portfolio Manager and Shareholder.
Mr. Berman notes there are three reasons
that I continue to hold IAC stock and those are Barry Diller, Barry Diller and Barry Diller.
In view of IAC's invincible triple digit stock price, would you ever consider folding Expedia into IAC until the travel industry improves and then relaunching it again?
In closing, we all look forward to moving even higher and higher over the next year.
Thank you, Mr. Berman for your questions. Joey or Joey, would you like to address that?
Sure. Thanks, Mr. Berman. We evaluate deals all the time, different opportunities in different categories. And generally as a policy, we don't comment on any sort of specific acquisitions that we may consider.
I think sort of for obvious reasons of rumors or things like that. I think for Expedia in particular, I think that one is quite complicated and I think that that is a different company and I think that that would be even though notwithstanding what I said earlier, I do think that would be unlikely, but who knows anything is possible.
Okay. Mr. Berman, thank you for your questions. That is those are all the questions we have received. Sorry, we have one additional question that just came in.
I will read that. What are some of the main engineering challenges facing the new Match Group and how much has the collective engineering team grown or shrunk over the past year?
So probably one of the most interesting engineering challenges and the answer is it's grown, I don't know exactly how much, But the one of the most interesting challenges is video. And we've launched video on a lot of the Match products. We haven't launched video on all the Match products yet and we're launching different features inside of video and testing out different things to see what works. But there's a lot of different components in the challenges of video. One is to having uptime and seamless streams and no things like packet loss or dealing with bad Internet connections or things like that.
Those are all very fun and complicated engineering challenges, but also, what features to embed in videos that the users are really going to engage with. And that is both a product question and an engineering question. And that is something we're just in the middle of figuring out. I think we've had some fun, interesting early progress at one of the brands called Plenty of Fish or POF, but we're really trying that everywhere and hope to have some real fun advancements there.
All right. Thank you, Joey. So that concludes the Q and A session. And thank you all for joining us.
This now concludes the meeting.
Thank you for joining and have a pleasant day.