LIBERTY INTERACTIVE CORPORATION (NASDAQ:LVNTA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

LIBERTY INTERACTIVE CORPORATION (NASDAQ:LVNTA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On December29, 2017, Liberty Interactive Corporation, a Delaware corporation (“Liberty Interactive”), completed its previously announced acquisition of HSN,Inc., a Delaware corporation (“HSNi”), to the Agreement and Plan of Merger, dated as of July5, 2017 (the “Merger Agreement”), by and among Liberty Interactive, Liberty Horizon,Inc., a Delaware corporation and a direct, wholly owned subsidiary of Liberty Interactive (“Merger Sub”), and HSNi, to which Merger Sub merged with and into HSNi (the “Merger”), with HSNi continuing as the surviving corporation in the Merger.

At the effective time of the Merger (the “Effective Time”), in accordance with the terms of the Merger Agreement, Fiona Dias (“Ms.Dias”), a director of HSNi prior to the Effective Time, was appointed to the board of directors of Liberty Interactive (the “Liberty Interactive board”). Following Ms.Dias’s appointment, the Liberty Interactive board has a total of twelve directors, divided among three classes, with Ms.Dias serving as a ClassI director with a term expiring at the annual meeting of stockholders in 2020. The Liberty Interactive board has determined that Ms.Dias qualifies as an independent director for purposes of the rulesof The Nasdaq Stock Market as well as applicable rulesand regulations adopted by the Securities and Exchange Commission (the “SEC”). In addition, to the terms of the Merger Agreement, all outstanding HSNi equity awards, including those held by Ms.Dias, were assumed by Liberty Interactive and generally converted into corresponding equity awards with respect to shares of Liberty Interactive’s SeriesA QVC Group common stock, par value $0.01 per share, upon completion of the Merger.

Item 7.01. Regulation FD Disclosure.

On December29, 2017, Liberty Interactive issued a press release announcing the completion of the Merger and its acquisition of HSNi.

This Item 7.01 of this Current Report on Form8-K and the press release attached hereto as Exhibit99.1 are being furnished to the SEC under Item 7.01 of Form8-K in satisfaction of the public disclosure requirements of Regulation FDand shall not be deemed “filed” for any purpose.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.

Name

99.1

Press Release, dated December29, 2017.


Liberty Interactive Corp Exhibit
EX-99.1 2 a17-29042_1ex99d1.htm EX-99.1 Exhibit 99.1   Liberty Interactive Completes Acquisition of HSN,…
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