LIBERTY INTERACTIVE CORPORATION (NASDAQ:LVNTA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.Submission of Matters to a Vote of Security Holders.
At Liberty Interactive Corporation’s (the “Company”) special meeting of stockholders held on February 2, 2018 (the “Special Meeting”), the following proposals were considered and acted upon by the holders of the Company’s SeriesA Liberty Ventures common stock, par value $0.01 per share (“LVNTA”), and the Company’s SeriesB Liberty Ventures common stock, par value $0.01 per share (“LVNTB”): (1)a proposal (the “Redemption Proposal”) to approve the redemption of each share of LVNTA and LVNTB, in exchange for one share of GCI Liberty,Inc. ClassA common stock, no par value (“GLIBA”), and GCI Liberty,Inc. ClassB common stock, no par value (“GLIBB”), respectively (the “Split-Off”), following the acquisition of such shares by Liberty InteractiveLLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“LI LLC”), in connection with the contribution of certain assets and liabilities attributed to the Company’s Ventures Group to GCI Liberty,Inc.; and (ii)a proposal (the “Adjournment Proposal”) to authorize the adjournment of the Special Meeting by the Company to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Special Meeting to approve the Redemption Proposal. The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.
1. The Redemption Proposal
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
108,840,595 |
27,156 |
1,789,668 |
— |
Accordingly, the Redemption Proposal was approved.
2. The Adjournment Proposal
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
101,073,436 |
9,550,052 |
33,931 |
— |
Accordingly, the Adjournment Proposal was approved.
Item 7.01. Regulation FD Disclosure.
On February 1, 2018, the Company announced that its President and Chief Executive Officer, Greg Maffei, will host a conference call to discuss results for the fourth quarter of 2017 on Thursday, March 1st, at 11:00 a.m. (E.S.T.).Following prepared remarks, the Company will host a brief Q&A session during which management will accept questions regarding both the Company and Liberty TripAdvisor Holdings, Inc. During the call, Mr. Maffei may discuss the financial performance and outlook of both companies, as well as other forward looking matters including the proposed acquisition of General Communications, Inc.(“GCI” or “GCI Liberty”) by the Company, its combination with Liberty Ventures Group and the subsequent split-off of the Company’s interest in the combined company.
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 8.01.Other Events.
On February 2, 2018, the Company and GCI issued a joint press release announcing the results of their respective special meetings of stockholders, and that GCI has filed its amended and restated articles of incorporation with the Commissioner of the Department of Commerce, Community and Economic Development of the State of Alaska.Thepress release is being filed herewith as Exhibit99.2 to this Current Report on Form8-K and is hereby incorporated by reference into this Item 8.01.