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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): July 28, 2021

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

The Nasdaq Stock Market LLC

Series B common stock

LTRPB

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 Liberty TripAdvisor Holdings, Inc.’s (the “Company”) annual meeting of stockholders held on July 28, 2021, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Gregory B. Maffei, Michael J. Malone and M. Gregory O’Hara to continue serving as Class III members of the Company’s board of directors until the 2024 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, 2021 (the “auditors ratification proposal”); (3) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “say-on-pay proposal”); and (4) 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

Gregory B. Maffei

65,095,778

13,244,346

11,231,273

Michael J. Malone

65,533,409

12,806,715

11,231,273

M. Gregory O’ Hara

59,903,503

18,436,621

11,231,273

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

89,337,868

73,714

159,815


Accordingly, the auditors ratification proposal was approved.

3. The Say-On-Pay Proposal

 

 

 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

49,298,192

28,961,875

80,057

11,231,273

 

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

4. The Say-On-Frequency Proposal

 

 

 

 

 

Votes For 3 Years

Votes For 2 Years

Votes For 1 Year

Abstentions

Broker Non-Votes

42,908,636

49,620

35,347,889

33,979

11,231,273

 

Accordingly, the frequency at which future say-on-pay votes will be held is every 3 years.

2

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: July 30, 2021

LIBERTY TRIPADVISOR HOLDINGS, INC.

By:

/s/ Wade Haufschild

Name: Wade Haufschild

Title: Senior Vice President

3

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