8-K

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): August 24, 2022

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 7.01. Regulation FD Disclosure.

On August 24, 2022, Qurate Retail Group issued a press release announcing the resignation of Jeffrey A. Davis, Chief Financial Officer of Qurate Retail Group (which includes QVC, Inc., a subsidiary of Qurate Retail, Inc.), along with additional transition information.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K 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 August 24, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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: August 24, 2022

QURATE RETAIL, INC.
By:	/s/ Katherine C. Jewell
	Name: Katherine C. Jewell
	Title: Assistant Vice President

3

EX-99.1

Exhibit 99.1

Qurate Retail Group Announces CFO Transition and Creation of Chief Transformation Officer Role

James Hathaway Named Interim Chief Financial Officer, William Hunter Promoted to Chief Transformation Officer

August 24, 2022, West Chester, Pa -- Qurate Retail Group, part of Qurate Retail, Inc. (Nasdaq: QRTEA, QRTEB, QRTEP), today announced a transition of its Chief Financial Officer and the appointment of a Chief Transformation Officer.

Jeffrey A. Davis, CFO, has resigned from the company, and is expected to remain for a transition period. Qurate Retail Group also announced that James Hathaway has been named interim CFO. Hathaway joined Qurate Retail Group in May 2021 as Senior Vice President to lead finance for the company’s largest reporting unit, QxH, serving as CFO for QVC US and HSN. Prior to joining Qurate Retail Group, Hathaway spent more than 20 years with PepsiCo/Frito-Lay, where he took on increasing responsibility in financial leadership roles, including most recently as Vice President, Financial Planning & Analysis, with full P&L accountability for a multibillion-dollar division of Frito-Lay North America and prior to that, various divisional and business unit CFO roles within Frito-Lay’s U.S. operations.

“Since joining us last year, Jim has demonstrated strong, hands-on leadership skills and the ability to leverage his financial and business acumen to drive focus and alignment across our flagship video commerce businesses in the U.S.,” said David L. Rawlinson II, President and CEO of Qurate Retail, Inc. “Jim is passionate about growing effective teams, transforming culture, and inspiring accountability, which I have seen first-hand since I joined the organization. He has the sense of urgency and results-orientation we need now as we launch Project Athens, our transformation program.”

“I want to thank Jeff for his efforts, and his many contributions to the company over the past four years, including helping to establish a global finance function that provides integrated, holistic and strategic support to all of our Qurate Retail Group brands and business units,” continued Rawlinson. “We wish him well.”

Separately, Qurate Retail Group also announced the creation of a Chief Transformation Officer role. The primary focus of this new role is to accelerate the implementation of Project Athens. In June 2022, the company unveiled Project Athens, a three-year plan to stabilize revenue, expand adjusted OIBDA margin and generate incremental free cash flow. As part of that process, William Hunter has been promoted to Chief Transformation Officer, from Senior Vice President, Business Transformation & Shared Services, to lead the transformation. In his most recent role, he led a variety of key implementations, including a harmonized payroll platform for QVC and HSN. Prior to the formation of Qurate Retail Group, Hunter served as Senior Vice President, Corporate Controller for HSN where he led all aspects of financial and operational accounting for the organization.

“We are accelerating the pace of change at Qurate Retail and Bill has consistently demonstrated his ability to lead initiatives that are important to our near- and long-term success,” said Rawlinson. “Project Athens is the combination of five key pillars that span nearly every facet of our business. Bill’s deep institutional knowledge of our core processes and his experience in global business transformation will be instrumental to the successful execution of this strategy.”

Rawlinson concluded, “Bill and Jim are both hands-on, high-energy leaders who are committed to driving change, exactly the qualities we need as we look to successfully execute Project Athens. I look forward to working closely with them.”

About Qurate Retail Group

Qurate Retail Group^SM comprises seven leading retail brands – QVC^®, HSN^®, Zulily^®, Ballard Designs^®, Frontgate^®, Garnet Hill^® and Grandin Road^® – all dedicated to providing a more human way to shop. Qurate Retail Group is the largest player in video commerce (“vCommerce”), which includes video-driven shopping across linear TV, ecommerce sites, digital streaming and social platforms. The retailer reaches more than 200 million homes worldwide via 14 television networks and reaches millions more via multiple streaming services, social pages, mobile apps, websites, print catalogs and in-store destinations. Qurate Retail Group combines shopping and entertainment to curate products, experiences, conversations and communities for millions of highly discerning shoppers. Headquartered in West Chester, Pa., Qurate Retail Group has team members in the U.S., the U.K., Germany, Japan, Italy, Poland and China. For more information, visit www.qurateretailgroup.com, follow @QurateRetailGrp on Facebook, Instagram or Twitter, or follow Qurate Retail Group on YouTube or LinkedIn.

Qurate Retail, Inc. (NASDAQ: QRTEA, QRTEB, QRTEP) is a Fortune 500 company that includes the Qurate Retail Group portfolio of brands as well as other minority interests and green energy investments.

Contact:
Media Relations

Media.Relations@qvc.com

Investor Relations

Courtnee Chun

720-875-5420

XML

Document and Entity Information	Aug. 24, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 24, 2022
Entity Registrant Name	QURATE RETAIL, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33982
Entity Tax Identification Number	84-1288730
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	875-5300
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	0001355096
Amendment Flag	false
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Series A common stock
Trading Symbol	QRTEA
Security Exchange Name	NASDAQ
Common Class B
Document Information [Line Items]
Title of 12(b) Security	Series B common stock
Trading Symbol	QRTEB
Security Exchange Name	NASDAQ
8.0% Series A Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	8.0% Series A Cumulative Redeemable Preferred Stock
Trading Symbol	QRTEP
Security Exchange Name	NASDAQ