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): January 26, 2023
LIBERTY TRIPADVISOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-36603 | 46-3337365 |
(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 |
Series A common stock | LTRPA | The Nasdaq Stock Market LLC |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2023, M. Gregory O’Hara resigned from the board of directors (the “Board”) of Liberty TripAdvisor Holdings, Inc. (the “Company”), effective January 31, 2023. In connection with his resignation from the Board, effective January 31, 2023, Mr. O’Hara will no longer serve as Vice Chairman of the Board. Mr. O’Hara’s resignation as a member of the Board was due to competing professional obligations and was not the result of any dispute or disagreement with the Company. Following Mr. O’Hara’s resignation, the position of Vice Chairman will be eliminated and the size of the Board will be fixed at seven directors.
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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: January 27, 2023
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| LIBERTY TRIPADVISOR HOLDINGS, INC. | |
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| By: | /s/ Katherine C. Jewell |
| | Name: Katherine C. Jewell |
| | Title: Vice President |
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