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): December 6, 2021
QURATE RETAIL, INC.
(Exact name of registrant as specified in its charter)
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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:
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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 December 6, 2021, David Rawlinson II was appointed to the board of directors (the “Board”) of Qurate Retail, Inc. (the “Corporation”), effective January 1, 2022. Mr. Rawlinson’s appointment to the Board is pursuant to his employment agreement, effective July 12, 2021, with the Corporation, which is described in more detail in the Current Report on Form 8-K previously filed by the Corporation on July 13, 2021. As previously announced, Michael A. George will resign from the Board effective January 1, 2022.
Following the effectiveness of Mr. Rawlinson’s appointment and Mr. George’s resignation, the Corporation will have a total of eleven directors, divided among three classes, with Mr. Rawlinson serving as a Class II director with a term expiring at the annual meeting of stockholders in 2024. Upon the effectiveness of his appointment, Mr. Rawlinson will serve on the Executive Committee of the Board.
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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: December 8, 2021
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| QURATE RETAIL, INC. | |
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| By: | /s/ Wade Haufschild |
| | Name: Wade Haufschild |
| | Title: Senior Vice President |
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