Qurate Retail Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective February 21, 2025, QVC Group, Inc. (formerly known as Qurate Retail, Inc., the “Company”) amended its Restated Certificate of Incorporation to change its name from “Qurate Retail, Inc.” to “QVC Group, Inc.” (the “Certificate of Amendment”). In addition, the Company amended and restated its bylaws (the “Amended Bylaws”), also effective February 21, 2025, to reflect the name change.
The Company’s Series A common stock, Series B common stock, and 8.0% Series A Cumulative Redeemable Preferred Stock previously traded on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “QRTEA”, “QRTEB” and “QRTEP”, respectively and, effective as of open of trading on February 24, 2025, will trade on Nasdaq under the new ticker symbols “QVCGA”, “QVCGB” and “QVCGP”, respectively.
The name change does not affect the rights of the Company’s security holders, and the CUSIP numbers for the Company’s Series A common stock, Series B common stock, and 8.0% Series A Cumulative Redeemable Preferred Stock will remain unchanged.
The foregoing description of the Certificate of Amendment and the Amended Bylaws is subject to, and qualified in its entirety by, the Certificate of Amendment and the Amended Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On February 21, 2025, the Company issued a press release regarding the name change.
In addition, on February 21, 2025, the Company issued a press release announcing its 2025 annual meeting date and the deadline to receive shareholder proposals, as described in more detail below.
This Item 7.01 and the press releases attached hereto as Exhibits 99.1 and 99.2 are being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 8.01. Other Events.
The Company will be holding its virtual Annual Meeting of Stockholders (the “Annual Meeting”) on Monday, May 12, 2025 at 11:00 a.m. M.T. The record date for the meeting is 5:00 p.m., New York City time, on March 24, 2025. The reason for the advancement of the Annual Meeting date is to allow sufficient time for the Company to implement a proposed reverse stock split of its outstanding shares of Series A and Series B common stock in order to regain compliance with the minimum bid price requirement for continued listing of the Series A common stock on the Nasdaq Capital Market, if necessary and as previously disclosed on the Company’s Current Report on Form 8-K dated December 10, 2024.
The date of the Annual Meeting has been advanced by more than 20 days from the anniversary date of last year’s annual meeting of stockholders (held on June 10, 2024). As a result, in accordance with the Company’s bylaws, (i) stockholder proposals for consideration at the Annual Meeting and (ii) stockholder nominees for election to the board of directors at the Annual Meeting must be received by the Company’s Corporate Secretary at its executive offices at 12300 Liberty Boulevard, Englewood, CO 80112 by no later than the close of business on March 3, 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of the Company | |
| 3.2 | Amended and Restated Bylaws of the Company, as amended effective on February 21, 2025 | |
| 99.1 | Press Release, dated February 21, 2025 | |
| 99.2 | Press Release, dated February 21, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: February 24, 2025
| QVC GROUP, INC. | ||
| By: | /s/ Katherine C. Jewell | |
| Name: Katherine C. Jewell | ||
| Title: Vice President and Secretary | ||