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): August 17, 2021
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 |
8.0% Series A Cumulative Redeemable Preferred Stock | QRTEP | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2021, David E. Rapley resigned from the board of directors (the “Board”) of Qurate Retail, Inc. (the “Company”), effective immediately. Mr. Rapley’s resignation as a member of the Board was not the result of any dispute or disagreement with the Company. Following Mr. Rapley’s resignation and effective August 18, 2021, Fiona P. Dias will serve as a member the Audit Committee of the Board, and Ms. Wong will serve as a member and the Chair of the Nominating and Corporate Governance Committee. The Board has determined that each of Ms. Dias and Ms. Wong qualifies as an independent director for purposes of the rules of The Nasdaq Stock Market as well as applicable rules and regulations adopted by the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
On August 17, 2021, the Company announced that an authorized committee of the Board declared a quarterly cash dividend of $2.00 per share of 8.0% Series A Cumulative Redeemable Preferred Stock (the “Preferred Stock”), payable in cash on September 15, 2021 to stockholders of record of the Preferred Stock at the close of business on August 31, 2021.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | |
| | |
Exhibit No. | | Description |
99.1 | | |
104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: August 19, 2021
| | |
| QURATE RETAIL, INC. | |
| | |
| | |
| By: | /s/ Katherine C. Jewell |
| | Name: Katherine C. Jewell |
| | Title: Assistant Vice President and Secretary |
3