Current Report Filing (8-k)
29 Décembre 2017 - 10:43PM
Edgar (US Regulatory)
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): December 29, 2017
Commission File No. 001-34061
________________________________________________________________________________________________
HSN, INC.
(Exact name of registrant as specified
in its charter)
________________________________________________________________________________________________
Delaware
|
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26-2590893
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1 HSN Drive, St. Petersburg, Florida
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33729
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(Address of principal executive offices)
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(Zip Code)
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(727) 872-1000
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
o
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.
o
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Item 5.07
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Submission
of Matters to a Vote of Security Holders
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On
December 29, 2017, HSN, Inc. (the “
Company
”) held a special meeting of its stockholders (the “
Special
Meeting
”) in connection with the merger transaction (“
Merger
”) contemplated by the Agreement and
Plan of Merger, dated as of July 5, 2017 (as such agreement may be amended from time to time, the “
Merger Agreement
”),
by and among the Company, Liberty Interactive Corporation, a Delaware corporation (“
Parent
”), and Liberty Horizon,
Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent.
As
of the close of business on October 31, 2017, the record date for the Special Meeting, there were 52,434,369 outstanding shares
of the Company’s common stock (“Company common stock”), each with one vote per share. 46,084,796 shares of Company
common stock were represented in person or by proxy at the Special Meeting and, therefore, a quorum was present. The number of
votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal presented
at the Special Meeting is set forth below:
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1.
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Proposal
to adopt the Merger Agreement.
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For
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Against
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Abstentions
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Broker
Non-Votes
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45,668,679
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28,831
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387,286
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0
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The
proposal was approved, having received “for” votes from a majority of the outstanding shares of Company common stock
entitled to vote at the Special Meeting.
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2.
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Proposal
to adjourn or postpone the Special Meeting, if necessary and for a minimum period of
time reasonable under the circumstances, to ensure that any necessary supplement or amendment
to the proxy statement/prospectus is provided to Company stockholders a reasonable amount
of time in advance of the Special Meeting, or to solicit additional proxies in the event
there are not sufficient votes at the time of the Special Meeting to approve Proposal
1.
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For
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Against
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Abstentions
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Broker
Non-Votes
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43,622,790
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2,076,704
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385,302
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0
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The
proposal was approved, having received “for” votes from a majority of the votes cast affirmatively or negatively,
in person or by proxy, at the Special Meeting.
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3.
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Proposal
to approve, by a non-binding, advisory vote, certain compensation that may be paid or
become payable to the Company’s named executive officers that is based on or otherwise
relates to the transactions contemplated by the Merger Agreement.
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For
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Against
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Abstentions
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Broker
Non-Votes
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45,587,811
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107,286
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389,699
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0
|
The
proposal was approved, having received “for” votes from a majority of the votes cast affirmatively or negatively,
in person or by proxy, at the Special Meeting.
On
December 29, 2017, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release
is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: December 29, 2017
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HSN, INC.
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By:
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/s/ Rod R. Little
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Name:
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Rod R. Little
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Title:
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Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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99.1
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Press release of HSN, Inc., dated December
29, 2017
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