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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders
At Qurate Retail, Inc.’s (the “Company”) annual meeting of stockholders held on June 6, 2023 (the “Annual Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Fiona P. Dias, Evan D. Malone and Larry E. Romrell to continue serving as Class I members of the Company’s board of directors until the 2026 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to approve the adoption of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of its Series A common stock, par value $0.01 per share, and its Series B common stock, par value $0.01 per share, at a ratio of at least 1-for-2 and up to 1-for-20, with the exact ratio within the foregoing range to be determined by the Company’s board of directors (or a committee thereof) and publicly disclosed prior to the effectiveness of the reverse stock split (the “reverse stock split proposal”); (3) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023 (the “auditors ratification proposal”); (4) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the definitive proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “say-on-pay proposal”) and (5) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “say-on-frequency proposal”). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal are set forth below.
1. Election of the following Nominees to the Company’s Board of Directors
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Fiona P. Dias | 273,743,801 | 91,103,960 | 45,030,055 |
Evan D. Malone | 305,885,862 | 58,961,899 | 45,030,055 |
Larry E. Romrell | 296,877,080 | 67,970,681 | 45,030,055 |
Accordingly, the foregoing nominees were re-elected to the Company’s board of directors.
2. The Reverse Stock Split Proposal
Votes For | Votes Against | Abstentions | Broker Non-Votes |
401,995,770 | 6,875,291 | 1,006,755 | – |
Accordingly, the reverse stock split proposal was approved.
3. The Auditors Ratification Proposal
Votes For | Votes Against | Abstentions | Broker Non-Votes |
395,237,656 | 14,053,985 | 586,175 | – |
Accordingly, the auditors ratification proposal was approved.
4. The Say-On-Pay Proposal
Votes For | Votes Against | Abstentions | Broker Non-Votes |
317,548,025 | 45,918,723 | 1,381,013 | 45,030,055 |
Accordingly, the say-on-pay proposal was approved.
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5. The Say-On-Frequency Proposal
1 Year | 2 Years | 3 Years | Abstentions |
219,128,033 | 351,271 | 144,387,350 | 981,107 |
Accordingly, the frequency at which future say-on-pay votes will be held is every one year.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 9, 2023
QURATE RETAIL, INC. | ||
By: | /s/ Wade Haufschild | |
Name: Wade Haufschild | ||
Title: Senior Vice President | ||
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