Because of his longtime alliance with and voting proxy for Liberty Media shares, Diller until now controlled IAC, wielding about 57% of its voting power.
In tandem with Liberty Media’s exit, Diller announced he is resigning as CEO to make way for “an aspirational executive,” but will still be IAC’s senior executive and chairman, as well as its largest shareholder, controlling 34% of the votes. He has an option to increase that clout to 41%.
So Diller is still the top dog at IAC, but his power has been diluted a tad.
Diller began his investor relationship with Liberty Media 17 years ago and the longtime Liberty Media-IAC relationship has parallels in the ongoing Liberty Media-Expedia Inc. association.
“While I’ll continue my association with Dr. [John] Malone [Liberty Media chairman]¬†in Expedia, and as significant shareholders of the multiple spun-off companies, Liberty’s exit from IAC is a turning point, and I want to state my thanks and gratitude to Dr. Malone for his support and encouragement throughout (with one brief period of mutual discontent which we both believe was an aberration),” Diller said. “This has been a most productive partnership and I’m glad it will continue in other venues.”
Diller’s IAC spun off Expedia on Aug. 9, 2005.
Like his new role with IAC, Diller is the senior executive and chairman of Expedia Inc.
And, just as his Liberty Media relationship in IAC enabled Diller to control IAC, the Liberty Media-Diller partnership in Expedia enables Diller to control about 59% of Expedia Inc.’s voting power.
“Pursuant to the Stockholders Agreement, dated as of August¬†9, 2005, as amended, between Liberty and Mr.¬†Diller, Mr.¬†Diller is effectively able to control the outcome of nearly all matters submitted to a vote or for the consent of Expedia‚Äôs stockholders…” Expedia states.
If the “turning point” with Liberty Media at IAC eventually evolves into another signature moment between the two companies in Expedia, then perhaps Diller’s grip over the online travel agency will loosen up, as well.