10-K/A: IAC Inc. Files Amendment No. 1 to 2024 Annual Report on Form 10-K/A

IAC Inc. files an amendment to its 2024 Annual Report to include previously omitted information regarding directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees.

Summary

• IAC Inc. is filing Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The amendment includes information required by Part III (Items 10, 11, 12, 13, and 14) of Form 10-K, which was previously omitted.
• The amendment also includes contemporaneously dated certifications of the Registrant's principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
• The original Form 10-K was filed with the SEC on February 28, 2025.
• As of February 7, 2025, there were 77,493,837 shares of Common Stock and 5,789,499 shares of Class B Common Stock outstanding.
• The aggregate market value of the voting common stock held by non-affiliates as of June 30, 2024, was $3,558,323,640.
• IAC's board of directors currently consists of 11 directors, including two management directors and eight independent directors.
• Joseph Levin transitioned from his role as Chief Executive Officer of IAC on March 31, 2025, and Christopher Halpin and Kendall Handler now report directly to Barry Diller.
• The company has a compensation clawback policy and a stock ownership policy in place.
• The Audit Committee reviewed the audited consolidated financial statements for the year ended December 31, 2024, and recommended their inclusion in the Annual Report on Form 10-K.
• The Compensation and Human Capital Committee reviewed and discussed the Compensation Discussion and Analysis and recommended its inclusion in the Annual Report on Form 10-K.
• The estimated median of the annual total compensation of all IAC employees (other than Mr. Levin) was approximately $91,314, and Mr. Levin's total annual compensation was $4,975,418, resulting in a pay ratio of approximately 54 to one.

Sentiment

Score: 6

Explanation: The document is primarily factual and descriptive, with a neutral tone. The sentiment is slightly positive due to the company's strong cash position and ongoing strategic initiatives, but tempered by the decline in revenue.

Positives

• The company has a compensation clawback policy in place to recover erroneously awarded incentive-based compensation.
• The company has a stock ownership policy to align the interests of executives and directors with those of stockholders.
• The Board is composed of a majority of independent directors.
• The Audit Committee and Compensation and Human Capital Committee are comprised solely of independent directors.

Negatives

• Revenue generally declined in 2024 relative to 2023 across IAC's various businesses.
• Joseph Levin ceased to serve as IAC's Chief Executive Officer and as a member of the Board, effective as of the completion of the spin-off of Angi (the Angi Spin-Off).

Risks

• Information security and cybersecurity are key risks to IAC and its various businesses.
• The imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact IAC stockholder value.

Future Outlook

IAC believes that its cash balance positions it for further long-term growth as it continues to invest in its businesses and identify new opportunities for expansion.

Management Comments

• The Board believes that direct leadership from Mr. Diller, leveraging his extensive industry experience and proven ability to navigate complex environments, is in the best interests of IAC and its shareholders at this time.
• Therefore, Mr. Diller will continue to provide strategic oversight and vision, working closely with Mr. Halpin and Ms. Handler to drive IACs continued growth, as they contemporaneously maintain their focus on the day-to-day management of IAC's operations.

Industry Context

The document provides insight into IAC's corporate governance, executive compensation, and related party transactions, which are important considerations for investors in the media and internet industries.

Comparison to Industry Standards

• The document mentions that IAC considers competitive market data in establishing broad compensation policies and practices and annually assesses the compensation associated with particular executive positions.
• IAC also solicits advice from consulting firms and engages legal counsel (as appropriate).
• The Committee also receives, on at least an annual basis, a live presentation by an independent compensation consultant about recent developments and best practices concerning executive compensation, which took place in early 2024 and 2025.

Management Changes

Corporate Governance

Related Party Transactions

• Cost sharing arrangements with Expedia Group for Mr. Diller's expenses.
• Aircraft arrangements with Expedia Group.
• Commercial agreements with Expedia Group and Vimeo.
• Consulting agreement with former CEO Joseph Levin.

Stakeholder Impact

• Shareholders: Impacted by executive compensation decisions, corporate governance changes, and overall company performance.
• Employees: Impacted by compensation policies, leadership changes, and company performance.
• Customers: Indirectly impacted by strategic initiatives and company performance.
• Suppliers: Indirectly impacted by commercial agreements and company performance.

Next Steps

• IAC will continue to invest in its businesses and identify new opportunities for expansion.
• Christopher Halpin and Kendall Handler will continue to focus on the day-to-day management of IAC's operations.

Key Dates

Keywords

executive compensation, corporate governance, directors, financial reporting, risk management, stock ownership, IAC Inc.