Liberty TripAdvisor Holdings, Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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 July 28, 2021, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Gregory B. Maffei, Michael J. Malone and M. Gregory O’Hara to continue serving as Class III members of the Company’s board of directors until the 2024 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, 2021 (the “auditors ratification proposal”); (3) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “say-on-pay proposal”); and (4) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “say-on-frequency 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 |
Gregory B. Maffei | 65,095,778 | 13,244,346 | 11,231,273 |
Michael J. Malone | 65,533,409 | 12,806,715 | 11,231,273 |
M. Gregory O’ Hara | 59,903,503 | 18,436,621 | 11,231,273 |
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 |
89,337,868 | 73,714 | 159,815 | — |
Accordingly, the auditors ratification proposal was approved.
3. The Say-On-Pay Proposal
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
49,298,192 | 28,961,875 | 80,057 | 11,231,273 |
Accordingly, the say-on-pay proposal was approved.
4. The Say-On-Frequency Proposal
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Votes For 3 Years | Votes For 2 Years | Votes For 1 Year | Abstentions | Broker Non-Votes |
42,908,636 | 49,620 | 35,347,889 | 33,979 | 11,231,273 |
Accordingly, the frequency at which future say-on-pay votes will be held is every 3 years.
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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: July 30, 2021
LIBERTY TRIPADVISOR HOLDINGS, INC. | ||
By: | /s/ Wade Haufschild | |
Name: Wade Haufschild | ||
Title: Senior Vice President | ||
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