0001355096false0001355096us-gaap:CommonClassBMember2020-05-212020-05-210001355096us-gaap:CommonClassAMember2020-05-212020-05-2100013550962020-05-212020-05-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 21, 2020

QURATE RETAIL, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33982

84-1288730

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Series A common stock

QRTEA

The Nasdaq Stock Market LLC

Series B common stock

QRTEB

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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 May 21, 2020 (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, David E. Rapley and Larry E. Romrell to continue serving as Class I members of the Company’s board of directors until the 2023 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020 (the “auditors ratification proposal”); (3) a proposal to adopt the Qurate Retail, Inc. 2020 Omnibus Incentive Plan (the “incentive plan proposal”); and (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”). 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

615,764,897

13,316,300

21,006,461

Evan D. Malone

601,314,650

27,766,547

21,006,461

David E. Rapley

558,515,188

70,566,009

21,006,461

Larry E. Romrell

511,189,110

117,892,087

21,006,461

Accordingly, the foregoing nominees were re-elected to the Company’s board of directors.

2. The Auditors Ratification Proposal

Votes For

Votes Against

Abstentions

Broker Non-Votes

636,805,498

12,590,400

691,760


Accordingly, the auditors ratification proposal was approved.

3. The Incentive Plan Proposal

Votes For

Votes Against

Abstentions

Broker Non-Votes

419,103,567

209,630,113

347,517

21,006,461

Accordingly, the incentive plan proposal was approved.

4. The Say-On-Pay Proposal

Votes For

Votes Against

Abstentions

Broker Non-Votes

432,494,136

196,136,685

450,376

21,006,461

Accordingly, the say-on-pay proposal was approved.

2

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: May 22, 2020

QURATE RETAIL, INC.

By:

/s/ Wade Haufschild

Name: Wade Haufschild

Title: Vice President

3

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Document and Entity Information
May 21, 2020
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 21, 2020
Entity Registrant Name QURATE RETAIL, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33982
Entity Tax Identification Number 84-1288730
Entity Address, Address Line One 12300 Liberty Blvd.
Entity Address, City or Town Englewood
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80112
City Area Code (720)
Local Phone Number 875-5300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001355096
Amendment Flag false
Common Class A  
Document Information [Line Items]  
Title of 12(g) Security Series A common stock
Trading Symbol QRTEA
Security Exchange Name NASDAQ
Common Class B  
Document Information [Line Items]  
Title of 12(g) Security Series B common stock
Trading Symbol QRTEB
Security Exchange Name NASDAQ