UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 4, 2013
LIBERTY INTERACTIVE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-33982 | 84-1288730 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders
At Liberty Interactive Corporation's (the "Company") annual meeting of stockholders held on June 4, 2013 (the “Annual Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect John C. Malone, M. Ian G. Gilchrist and Andrea L. Wong to continue serving as Class III members of our board of directors until the 2016 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to adopt the Liberty Interactive Corporation 2012 Incentive Plan (the "Incentive Plan Proposal"); and (3) a proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2013 (the "Auditors Ratification 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 | |||
John C. Malone | 677,037,766 | 37,744,233 | 65,568,734 | |||
M. Ian G. Gilchrist | 577,183,150 | 137,598,849 | 65,568,734 | |||
Andrea L. Wong | 578,219,813 | 136,562,186 | 65,568,734 | |||
Accordingly, the foregoing nominees were re-elected to the Company's board of directors.
2. The Incentive Plan Proposal
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
515,944,484 | 198,481,582 | 355,933 | 65,568,734 | ||||
Accordingly, the Incentive Plan Proposal was approved.
3. Auditors Ratification Proposal
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
777,168,116 | 2,568,361 | 614,256 | — | ||||
Accordingly, the Auditors Ratification Proposal was approved.
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: June 6, 2013
LIBERTY INTERACTIVE CORPORATION
By: /s/ Wade Haufschild
Name: Wade Haufschild
Title: Vice President