QVC, Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 23, 2025, the sole stockholder of QVC, Inc. (the “Company”) approved the Amended and Restated Certificate of Incorporation (the “A&R COI”) and the Amended and Restated By-Laws (the “A&R By-Laws”) of the Company. The A&R COI became effective upon filing with the Secretary of State of the State of Delaware on September 23, 2025 and the A&R By-Laws became effective concurrently with the effectiveness of the A&R COI. The A&R COI provides, among other things, that, subject to certain governance rights of the sole stockholder of the Company, the business and affairs of the Company will be managed by, or under the direction of, a board of directors. The A&R COI requires the written consent or approval of the Company’s sole stockholder prior to the issuance of stock, the amendment of the A&R COI, any merger, consolidation or similar transaction or the taking of any corporate action that could reasonably be expected to have, directly or indirectly, an adverse effect on the sole stockholder, its affiliates or their respective stakeholders (with certain exceptions). The A&R By-Laws provide, among other things, for the management of the Company and certain rights of the sole stockholder of the Company.
This summary of the A&R COI and A&R By-Laws is qualified in its entirety by reference to the full text of the A&R COI and A&R By-Laws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 23, 2025, Jill Frizzley and Paul Keglevic were appointed to the Board of the Directors of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of QVC, Inc. | |
| 3.2 | Amended and Restated By-Laws of QVC, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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: September 26, 2025
| QVC, INC. | ||
| By: | /s/ Katherine C. Jewell | |
| Name: Katherine C. Jewell | ||
| Title: Vice President and Secretary | ||
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