Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 13, 2024, the board of directors (the "Board") of Qurate Retail, Inc. (the "Company") approved an amendment and restatement of the Company's bylaws (the "Amended Bylaws"), which became effective immediately. In addition to certain other technical, conforming, modernizing and clarifying changes, the Amended Bylaws include the following changes to the advance notice provisions in Section 1.5 of the Amended Bylaws:
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modify the window for stockholders to submit proposals or nominations for the annual meeting to not more than 120 days and not less than 90 days prior to the anniversary date of the preceding year's annual meeting, and in the event the annual meeting is advanced by more than 20 days or delayed by more than 70 days from the anniversary date, notice must be received not earlier than 120 days prior to the annual meeting or the later of 90 days prior to the annual meeting or the 10th day following public announcement;
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modify the window for stockholders to submit proposals or nominations for special meetings to not more than 120 days and not less than 90 days prior to the special meeting;
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require a stockholder proposing business or nominating directors to provide additional information about the stockholder and any candidate the stockholder proposes to nominate for election as a director;
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expand the definition of beneficial and record ownership to encompass the definitions used in Rule 13d-3 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act");
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require the nominee and the proposing person represent that they are not subject to, and will not enter into, any undisclosed voting agreements with the Company;
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require that any stockholder nominee for director submit a completed and signed questionnaire with respect to the background, qualifications, and independence of such nominee; and
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incorporate the universal proxy rule (Rule 14a-19 of the Exchange Act) into the advance notice provisions applicable to director nominations.
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In addition, the Amended Bylaws also include revisions to incorporate recent amendments to the Delaware General Corporation Law, including revisions relating to: (i) adjournment procedures and preparation and availability of the Company's stockholder list for meetings of stockholders; (ii) authorization to sign stock certificates, approval of uncertificated stock, and notice of uncertificated shares by means of electronic transmissions; and (iii) notice under Section 5.4 of the Amended Bylaws by electronic mail.
The foregoing summary of the changes contained in the Amended Bylaws does not purport to be complete and is qualified in its entirety by the full text of the Amended Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
