Form 8-K - Current report

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 10, 2024

LIBERTY TRIPADVISOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36603

46-3337365

(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) 875-5200

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Series A common stock	LTRPA	OTCQB Venture Market
Series B common stock	LTRPB	OTCQB Venture Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 June 10, 2024, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Gregory B. Maffei and Michael J. Malone to continue serving as Class III members of the Company’s board of directors until the 2027 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, 2024 (the “auditors ratification proposal”); and (3) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the definitive proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “say-on-pay 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	66,692,730	8,800,284	16,668,410
Michael J. Malone	67,515,782	7,977,232	16,668,410

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
92,015,436	46,254	99,734	—

Accordingly, the auditors ratification proposal was approved.

3. The Say-On-Pay Proposal


Votes For	Votes Against	Abstentions	Broker Non-Votes
67,443,838	7,711,928	337,248	16,668,410

Accordingly, the say-on-pay 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 12, 2024


	LIBERTY TRIPADVISOR HOLDINGS, INC.


	By:	/s/ Katherine C. Jewell
		Name: Katherine C. Jewell
		Title: Vice President

Document and Entity Information	Jun. 10, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 10, 2024
Entity Registrant Name	LIBERTY TRIPADVISOR HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36603
Entity Tax Identification Number	46-3337365
Entity Address, Address Line One	12300 Liberty Blvd.
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	875-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001606745
Amendment Flag	false
Series A
Document Information [Line Items]
Title of 12(b) Security	Series A common stock
Trading Symbol	LTRPA
Series B
Document Information [Line Items]
Title of 12(b) Security	Series B common stock
Trading Symbol	LTRPB