Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Extension of CEO Employment Agreement Terms for One Additional Year
QVC, Inc. ("QVC"), a subsidiary of Qurate Retail, Inc. ("QRI"), is party to an
employment agreement with Michael George effective December 16, 2015 (the
"Employment Agreement"). Pursuant to the Employment Agreement, Mr. George has
been acting as the President and Chief Executive Officer of QVC and, since March
9, 2018, as the President and Chief Executive Officer of QRI. The initial term
of the Employment Agreement was scheduled to expire on December 31, 2020. On
November 17, 2020, QVC and Mr. George entered into an Amendment to the
Employment Agreement to extend the term of Mr. George's services through
December 31, 2021, unless terminated earlier in accordance with the terms of the
Employment Agreement.
Effective as of January 1, 2021, Mr. George's annual base salary will be
increased to $1,500,000. In 2021, Mr. George will continue to be eligible to
receive an annual cash bonus and his target bonus for 2021 will continue to be
100% of base salary with a maximum bonus of 240% of base salary, subject to the
achievement of performance criteria established by the Compensation Committee
(the "Committee") of the Board of Directors of QRI (the "Board"). For 2021,
subject to Committee approval, Executive will be eligible to receive from QRI an
award of performance-based restricted stock units (the "2021 PRSUs") with a
target value equal to $5,500,000 and a maximum value equal to $8,250,000 that
will vest subject to the achievement of performance criteria established by the
Committee and an award of restricted stock units (the "2021 RSUs") with a value
of $5,500,000 that will vest subject to Mr. George's continued employment
through December 10, 2021. The 2021 PRSUs and 2021 RSUs will vest upon Mr.
George's death and termination due to disability and will be forfeited in
connection with a termination for cause or resignation without good reason. Upon
a termination without cause or resignation for good reason, subject to his
execution of a release and continued compliance with restrictive covenants, Mr.
George will be entitled to receive base salary continuation through the
remainder of 2021, full vesting of his 2021 RSUs and full vesting of the 2021
PRSUs that are determined by the Committee to have been achieved based on the
performance criteria. Mr. George will work with the Board of QRI and its
Chairman, Gregory B. Maffei, to identify a successor and assist in the
transition of his duties and responsibilities.
Except as provided in the preceding sentence, the provisions of the Employment
Agreement generally remain unchanged. The foregoing description of the Amendment
to the Employment Agreement is qualified in its entirety by reference to the
text of the Amendment to the Employment Agreement, a copy of which is filed as
Exhibit 10.1 to this report and incorporated herein by this reference.
Item 7.01. Regulation FD Disclosure
On November 17, 2020, QRI issued a press release announcing the extension of the
Employment Agreement and Mr. George's planned retirement at December 31, 2021.
This Item 7.01 of this Current Report on Form 8-K and the press release attached
hereto as Exhibit 99.1 are being furnished to the SEC 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
10.1 First Amendment to Employment Agreement, effective as of November 17,
2020, by and between Michael George and QVC, Inc.
99.1 Press release, dated November 17, 2020.
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
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