Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2021, Christy Haubegger was appointed to the board of directors (the
"Board") of Liberty TripAdvisor Holdings, Inc. (the "Company"), effective
immediately. Following Ms. Haubegger's appointment, the Company has a total of
eight directors, divided among three classes, with Ms. Haubegger serving as a
Class II director with a term expiring at the annual meeting of stockholders in
2023. The Board has determined that Ms. Haubegger qualifies as an independent
director for purposes of the rules of The Nasdaq Stock Market LLC as well as
applicable rules and regulations adopted by the Securities and Exchange
Commission and will serve on the Nominating and Corporate Governance Committee
of the Board.
Ms. Haubegger will receive the same compensation as the Company's other
nonemployee directors, which is summarized in Amendment No. 1 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2020, which was filed
with the Securities and Exchange Commission on April 30, 2021.
Item 7.01. Regulation FD Disclosure.
On May 13, 2021, the Company issued a press release announcing the addition of
Ms. Haubegger to the Board and its intention to hold its virtual annual meeting
of stockholders on Wednesday, July 28, 2021 at approximately 9:15 a.m. M.T. The
record date for the meeting is 5:00 p.m., New York City time, on June 9,
2021. After the meeting, Greg Maffei, Chairman, President and Chief Executive
Officer of the Company, will be available for a Q&A session. During the Q&A
session, the Company may make observations regarding its financial performance
and outlook. Additional information about attending the virtual annual meeting
and submitting questions can be found in the press release.
Stockholders wishing to nominate a director or present a proposal to be
considered at the annual meeting must submit a written notice to the Corporate
Secretary of the Company on or before the close of business on May 25, 2021 at
its executive offices at 12300 Liberty Boulevard, Englewood, Colorado 80112. In
addition, any stockholder proposals submitted for inclusion in the Company's
proxy materials for the annual meeting must be received by the Corporate
Secretary on or before May 25, 2021 and will be subject to the requirements of
the proxy rules adopted under the Securities Exchange Act of 1934, as amended,
the Company's charter and bylaws and Delaware law.
This Item 7.01 and the press release attached hereto as Exhibit 99.1 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 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated May 13, 2021.
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
2
© Edgar Online, source Glimpses