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): June 19, 2018
LIBERTY EXPEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-37938 | 81-1838757 |
(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) 875-5800
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))
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 Expedia Holdings, Inc.’s (the “Company”) annual meeting of stockholders held on June 19, 2018 (the “Annual Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2018 (the “auditors ratification proposal”); (2) a proposal to elect John C. Malone, Stephen M. Brett, Gregg L. Engles, Scott W. Schoelzel and Christopher W. Shean to continue serving as Common Stock Directors of the Company’s board of directors until the 2019 annual meeting of stockholders or their earlier resignation or removal; and (3) a proposal to elect Robert R. Hammond and Alexander von Furstenberg to continue serving as Series B Directors of the Company’s board of directors until the earlier of (i) the Proxy Arrangement Termination Date (as defined in the definitive proxy statement relating to the Annual Meeting), (ii) the 2020 annual meeting of stockholders, or (iii) their earlier resignation or removal. 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. The Auditors Ratification Proposal
| | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
58,898,431 | 19,096,319 | 66,048 | — |
Accordingly, the auditors ratification proposal was approved.
2. Election of the following Nominees as Common Stock Directors of the Company’s Board of Directors
| | | |
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
John C. Malone | 37,237,000 | 15,133,413 | 3,189,833 |
Stephen M. Brett | 31,706,054 | 20,664,359 | 3,189,833 |
Gregg L. Engles | 31,824,603 | 20,545,810 | 3,189,833 |
Scott W. Schoelzel | 29,842,009 | 22,528,404 | 3,189,833 |
Christopher W. Shean | 43,110,815 | 9,259,598 | 3,189,833 |
Accordingly, the foregoing nominees were re-elected as Common Stock Directors of the Company’s board of directors.
3. Election of the following Nominees as Series B Directors of the Company’s Board of Directors
| | | |
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Robert R. Hammond | 27,469,400 | 6,380 | 649,910 |
Alexander von Furstenberg | 27,467,850 | 7,930 | 649,910 |
Accordingly, the foregoing nominees were re-elected as Series B Directors of the Company’s board of directors.
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: June 22, 2018
| | |
| LIBERTY EXPEDIA HOLDINGS, INC. |
| | |
| | |
| By: | /s/ Wade Haufschild |
| | Name: Wade Haufschild |
| | Title: Chief Financial Officer |
