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): July 28, 2021
LIBERTY TRIPADVISOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-36603 |
46-3337365 |
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(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) 875-5200
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:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Series A common stock |
LTRPA |
The Nasdaq Stock Market LLC |
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Series B common stock |
LTRPB |
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 Liberty TripAdvisor Holdings, Inc.’s (the “Company”) annual meeting of stockholders held on July 28, 2021, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Gregory B. Maffei, Michael J. Malone and M. Gregory O’Hara to continue serving as Class III members of the Company’s board of directors until the 2024 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, 2021 (the “auditors ratification proposal”); (3) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “say-on-pay proposal”); and (4) 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
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Director Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Gregory B. Maffei |
65,095,778 |
13,244,346 |
11,231,273 |
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Michael J. Malone |
65,533,409 |
12,806,715 |
11,231,273 |
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M. Gregory O’ Hara |
59,903,503 |
18,436,621 |
11,231,273 |
Accordingly, the foregoing nominees were re-elected to the Company’s board of directors.
2. The Auditors Ratification Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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89,337,868 |
73,714 |
159,815 |
— |
Accordingly, the auditors ratification proposal was approved.
3. The Say-On-Pay Proposal
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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49,298,192 |
28,961,875 |
80,057 |
11,231,273 |
Accordingly, the say-on-pay proposal was approved.
4. The Say-On-Frequency Proposal
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Votes For 3 Years |
Votes For 2 Years |
Votes For 1 Year |
Abstentions |
Broker Non-Votes |
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42,908,636 |
49,620 |
35,347,889 |
33,979 |
11,231,273 |
Accordingly, the frequency at which future say-on-pay votes will be held is every 3 years.
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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: July 30, 2021
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LIBERTY TRIPADVISOR HOLDINGS, INC. |
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By: |
/s/ Wade Haufschild |
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Name: Wade Haufschild |
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Title: Senior Vice President |
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