UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders
At Liberty TripAdvisor Holdings, Inc.’s (the “Company”) annual meeting of stockholders held on May 19, 2020, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Chris Mueller and Albert E. Rosenthaler to continue serving as Class II members of the Company’s board of directors until the 2023 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020 (the “auditors ratification proposal”); and (3) a proposal to approve the adoption of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of at least 1-for-2 and up to 1-for-20, with the exact ratio within the foregoing range to be determined by the Company’s board of directors (or a committee thereof) and publicly disclosed prior to the effectiveness of the reverse stock split (the “reverse stock split proposal”). 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. Election of the following Nominees to the Company’s Board of Directors
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Chris Mueller | 57,340,298 | 25,880,402 | 7,684,527 |
Albert E. Rosenthaler | 63,214,829 | 20,005,871 | 7,684,527 |
Accordingly, the foregoing nominees were re-elected to the Company’s board of directors.
2. The Auditors Ratification Proposal
Votes For | Votes Against | Abstentions | Broker Non-Votes |
90,500,096 | 35,026 | 370,105 | – |
Accordingly, the auditors ratification proposal was approved.
3. Reverse Stock Split Proposal
Votes For | Votes Against | Abstentions | Broker Non-Votes |
81,092,529 | 2,036,937 | 91,234 | 7,684,527 |
Accordingly, the reverse stock split proposal was approved. The exact reverse stock split ratio and the effective date of the reverse stock split will be determined in the sole discretion of the board of directors (or a committee thereof). The board of directors may delay or abandon the reverse stock split at any time prior to the effective time of the reverse stock split, if the board of directors determines that the reverse stock split is no longer in the best interests of the Company or its stockholders. The reverse stock split, if implemented, would become effective upon the filing of a certificate of amendment to the Company’s Restated Certificate of Incorporation with the Delaware Secretary of State. If the reverse stock split is implemented, the number of issued and outstanding shares of the Company’s common stock would be reduced, in accordance with the ratio of the reverse stock split the board of directors selects. Except for the treatment of fractional shares (which will be cancelled and paid in cash), each stockholder’s percentage ownership interest in the Company and proportionate voting power would not be affected by the reverse stock split. The primary purpose of the reverse stock split is to return the trading price of the Company’s common stock to a normalized level in light of the current economic downturn resulting from COVID-19, and to also help ensure the continued listing of the Company’s Series A common stock on The Nasdaq Stock Market LLC.
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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: May 22, 2020
LIBERTY TRIPADVISOR HOLDINGS, INC. | ||
By: | /s/ Wade Haufschild | |
Name: Wade Haufschild | ||
Title: Vice President | ||
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