UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 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.
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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: May 22, 2020
QURATE RETAIL, INC. | ||
By: | /s/ Wade Haufschild | |
Name: Wade Haufschild | ||
Title: Vice President | ||
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