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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 6, 2023

QURATE RETAIL, INC.

(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))

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Series A common stock

QRTEA

The Nasdaq Stock Market LLC

Series B common stock

QRTEB

The Nasdaq Stock Market LLC

8.0% Series A Cumulative Redeemable Preferred Stock

QRTEP

The Nasdaq Stock Market LLC

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 Qurate Retail, Inc.’s (the “Company”) annual meeting of stockholders held on June 6, 2023 (the “Annual Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Fiona P. Dias, Evan D. Malone and Larry E. Romrell to continue serving as Class I members of the Company’s board of directors until the 2026 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to approve the adoption of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of its Series A common stock, par value $0.01 per share, and its Series B common stock, par value $0.01 per share, at a ratio of at least 1-for-2 and up to 1-for-20, with the exact ratio within the foregoing range to be determined by the Company’s board of directors (or a committee thereof) and publicly disclosed prior to the effectiveness of the reverse stock split (the “reverse stock split proposal”); (3) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023 (the “auditors ratification proposal”); (4) 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”) and (5) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “say-on-frequency 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

Fiona P. Dias

273,743,801

91,103,960

45,030,055

Evan D. Malone

305,885,862

58,961,899

45,030,055

Larry E. Romrell

296,877,080

67,970,681

45,030,055

Accordingly, the foregoing nominees were re-elected to the Company’s board of directors.

2. The Reverse Stock Split Proposal

Votes For

Votes Against

Abstentions

Broker Non-Votes

401,995,770

6,875,291

1,006,755

Accordingly, the reverse stock split proposal was approved.

3. The Auditors Ratification Proposal

Votes For

Votes Against

Abstentions

Broker Non-Votes

395,237,656

14,053,985

586,175

Accordingly, the auditors ratification proposal was approved.

4. The Say-On-Pay Proposal

Votes For

Votes Against

Abstentions

Broker Non-Votes

317,548,025

45,918,723

1,381,013

45,030,055

Accordingly, the say-on-pay proposal was approved.

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5. The Say-On-Frequency Proposal

1 Year

2 Years

3 Years

Abstentions

219,128,033

351,271

144,387,350

981,107

Accordingly, the frequency at which future say-on-pay votes will be held is every one year.

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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: June 9, 2023

QURATE RETAIL, INC.

By:

/s/ Wade Haufschild

Name: Wade Haufschild

Title: Senior Vice President

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