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LIBERTY MEDIA CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112 (720) 875-5400 |
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DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 2022 annual meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 8:00 a.m., Mountain time, on June 14, 2022. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2022. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 14, 2022.
At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning the proxy card if you received a paper copy of the proxy materials by mail. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.
Thank you for your cooperation and continued support and interest in Liberty Media.
Very truly yours,
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Gregory B. Maffei
President and Chief Executive Officer
April 26, 2022 The Notice of Internet Availability of Proxy Materials is first being mailed on or about May 2, 2022, and the proxy materials relating to the annual meeting will first be made available on or about the same date.
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NOTICE OF 2022 ANNUAL MEETING OF
STOCKHOLDERS |
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| MEETING DATE & TIME | | | | VIRTUAL MEETING LOCATION | | | | RECORD DATE | |
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June 14, 2022,
at 8:00 am MT |
| | | You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2022. | | | | 5:00 p.m., New York City time, on April 18, 2022 | |
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PROPOSAL
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BOARD
RECOMMENDATION |
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PAGE
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1
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A proposal (which we refer to as the election of directors proposal) to elect John C. Malone, Robert R. Bennett and M. Ian G. Gilchrist to continue serving as Class III members of our board until the 2025 annual meeting of stockholders or their earlier resignation or removal.
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FOR each director
nominee |
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2
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A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022.
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FOR
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3
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A proposal (which we refer to as the incentive plan proposal) to adopt the Liberty Media Corporation 2022 Omnibus Incentive Plan.
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FOR
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| | You may also be asked to consider and vote on such other business as may properly come before the annual meeting. | |
| YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting. You may vote electronically during the annual meeting or by proxy prior to the meeting by telephone, via the Internet or by mail: | | |||||||||||||||||||||
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Internet
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Virtual Meeting
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Phone
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Mail
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| Vote online at www.proxyvote.com | | | Vote live during the annual meeting at the URL above | | | Vote by calling 1-800-690-6903 (toll free) in the United States or Canada | | | Vote by returning a properly completed, signed and dated proxy card | |
WHO MAY VOTE
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WHO MAY NOT VOTE
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Holders of record of our following series of common stock, par value $0.01 per share, as of the record date will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof:
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Series A Liberty SiriusXM common stock
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Series B Liberty SiriusXM common stock
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Series A Liberty Braves common stock
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Series B Liberty Braves common stock
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Series A Liberty Formula One common stock
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Series B Liberty Formula One common stock
These holders will vote together as a single class on each proposal.
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Holders of record of our following series of common stock, par value $0.01 per share, as of the record date are NOT entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting:
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Series C Liberty SiriusXM common stock
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Series C Liberty Braves common stock
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Series C Liberty Formula One common stock
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PROPOSAL 1 – THE ELECTION OF DIRECTORS
PROPOSAL |
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| PROPOSAL 2 – THE AUDITORS RATIFICATION PROPOSAL | | | |
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| PROPOSAL 3 – THE INCENTIVE PLAN PROPOSAL | | | |
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10 / 2022 PROXY STATEMENT
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Recommendation of Our Board of Directors
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Our board of directors has unanimously approved each of the proposals for inclusion in the proxy materials and recommends that you vote “FOR” the election of each director nominee and “FOR” each of the auditors ratification proposal and the incentive plan proposal.
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LIBERTY MEDIA CORPORATION / 11
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12 / 2022 PROXY STATEMENT
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LIBERTY MEDIA CORPORATION / 13
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14 / 2022 PROXY STATEMENT
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What am I being asked to vote on and how should I vote?
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OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
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The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.
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LIBERTY MEDIA CORPORATION / 15
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Committee Memberships
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Name and Principal Occupation
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Director
Since |
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Executive
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Compensation
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Nominating &
Corporate Governance |
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Audit
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Non-Liberty
Board Directorships(1) |
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Class III directors who will stand for election this year
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JOHN C. MALONE
(BOARD CHAIRMAN)
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2010(2)
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M
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2
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ROBERT R. BENNETT
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2011
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M
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2
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M. IAN G. GILCHRIST
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2011
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C
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M
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—
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Class I directors who will stand for election in 2023
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DEREK CHANG
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2021
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C
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M
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—
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EVAN D. MALONE
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2011
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—
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LARRY E. ROMRELL
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2011
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M
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M
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1
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Class II directors who will stand for election in 2024
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BRIAN M. DEEVY
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2015
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C
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—
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GREGORY B. MAFFEI
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2007(2)
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M
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1
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ANDREA L. WONG
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2011
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M
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M
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2
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C = Chairperson
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M = Member
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16 / 2022 PROXY STATEMENT
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LIBERTY MEDIA CORPORATION / 17
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John C. Malone
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Chairman of the Board
Director Since: December 2010; Chairman since August 2011 Age: 81 Committees: Executive |
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Professional Background:
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Chairman of the Board of our company since August 2011 and director since December 2010
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Chairman of the Board of Qurate Retail from its inception in 1994 until March 2018 and served as Qurate Retail’s Chief Executive Officer from August 2005 to February 2006
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Chairman of the Board of TCI from November 1996 until March 1999, when it was acquired by AT&T Corp., and Chief Executive Officer of TCI from January 1994 to March 1997
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Public Company Directorships:
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Qurate Retail (1994 – present, Chairman of the Board, 1994 – March 2018)
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Liberty Broadband (Chairman of the Board, November 2014 – present)
Non-Liberty Public Company Directorships:
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Warner Bros. Discovery, Inc. (Warner Bros. Discovery) (April 2022 – present)
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Liberty Global plc (LGP) (Chairman of the Board, June 2013 – present)
Former Public Company Directorships:
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GCI Liberty, Inc. (GCI Liberty) (Chairman of the Board, March 2018 – December 2020)
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Liberty Expedia Holdings, Inc. (Chairman of the Board, November 2016 – July 2019)
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Liberty Latin America Ltd. (December 2017 – December 2019)
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Discovery, Inc. (Discovery) (formerly Discovery Communications, Inc. (Discovery Communications)) (Warner Bros. Discovery’s predecessor) (September 2008 – April 2022)
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Discovery Holding Company (DHC) (predecessor of Discovery Communications) (March 2005 – September 2008; Chairman of the Board, May 2005 – September 2008)
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Liberty Global, Inc. (LGI) (LGP’s predecessor) (Chairman of the Board, June 2005 – June 2013)
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Liberty Media International, Inc. (LMI) (LGI’s predecessor) (March 2004 – June 2005)
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UnitedGlobalCom, Inc. (January 2022 – June 2005)
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Lions Gate Entertainment Corp. (March 2015 – September 2018)
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Charter Communications, Inc. (Charter) (May 2013 – July 2018)
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Expedia, Inc. (December 2012 – December 2017; August 2005 – November 2012)
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Liberty TripAdvisor (August 2014 – June 2015)
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Sirius XM (April 2009 – May 2013)
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Ascent Capital Group, Inc. (Ascent) (January 2010 – September 2012)
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Live Nation Entertainment, Inc. (Live Nation) (January 2010 – February 2011)
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DIRECTV (including predecessors) (Chairman of the Board, February 2008 – June 2010)
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IAC/InterActiveCorp (May 2006 – June 2010)
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18 / 2022 PROXY STATEMENT
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Robert R. Bennett
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Director Since: September 2011
Age: 64 Committees: Executive Independent Director |
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Professional Background:
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Managing Director of Hilltop Investments LLC, a private investment company
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Chief Executive Officer of Qurate Retail from April 1997 to August 2005 and its President from April 1997 to February 2006; held various executive positions with Qurate Retail from 1994 to 1997
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Public Company Directorships:
Non-Liberty Public Company Directorships:
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Warner Bros. Discovery (April 2022 – present)
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HP, Inc. (July 2013 – present)
Former Public Company Directorships:
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Discovery (September 2008 – April 2022)
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Qurate Retail (September 1994 – December 2011)
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DHC (May 2005 – September 2008)
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Demand Media, Inc. (January 2011 – February 2014)
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Sprint Corporation (October 2006 – November 2016)
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M. Ian G. Gilchrist
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Director Since: September 2011
Age: 72 Committees: Compensation (Chair); Nominating and Corporate Governance Independent Director |
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Professional Background:
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Director and President of Trine Acquisition Corp. from March 2019 to December 2020
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Various officer positions including Managing Director at Citigroup/Salomon Brothers from 1995 to 2008, CS First Boston Corporation from 1988 to 1995, and Blyth Eastman Paine Webber from 1982 to 1988 and served as a Vice President of Warburg Paribas Becker Incorporated from 1976 to 1982
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Previously worked in the venture capital field and as an investment analyst
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Public Company Directorships:
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Qurate Retail (July 2009 – present)
Non-Liberty Public Company Directorships:
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None
Former Public Company Directorships:
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Trine Acquisition Corp. (March 2019 – December 2020)
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LIBERTY MEDIA CORPORATION / 19
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Derek Chang
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Director Since: March 2021
Age: 54 Committees: Audit; Nominating and Corporate Governance (Chair) Independent Director |
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Professional Background:
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Chief Executive Officer of Friend MTS from May 2021 to December 2021
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Board member of Professional Fighters League since June 2021
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Chief Executive Officer of NBA China from June 2018 to May 2020
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Head of International Lifestyle Channels from July 2016 to April 2018 and as a Managing Director of Asia Pacific operations from April 2013 to July 2016 for Scripps
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Executive Vice President of Content Strategy and Development of DIRECTV (and its predecessor, The DirecTV Group, Inc.) from March 2006 to January 2013
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Executive Vice President—Finance and Strategy of Charter from December 2003 to April 2005 and as its interim Co-Chief Financial Officer from August 2004 to April 2005
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Executive Vice President—Development of the Yankees Entertainment and Sports Network from its inception in 2001 to January 2003
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Public Company Directorships: None
Former Public Company Directorships:
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Isos Acquisition Corp. (March 2021 – December 2021)
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Vobile Group Limited (July 2020 – June 2021)
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STARZ (January 2013 – June 2013)
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20 / 2022 PROXY STATEMENT
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Evan D. Malone
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Director Since: September 2011
Age: 51 |
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Professional Background:
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President of NextFab Studio, LLC (provides manufacturing-related technical training, product development, and business acceleration services) since June 2009
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Owner and manager of 1525 South Street LLC (real estate property and management company) since January 2008
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Co-owner and director of Drive Passion PC Services, CC (Internet café, telecommunications and document services company) in South Africa since 2007
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Applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001
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Founding member of Jet Wine Bar (a wine bar) and Rex 1516 (a restaurant) both in Philadelphia
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Director and president of the NextFab Foundation (IRS 501(c)(3) private operating foundation, which provides manufacturing-related technology and education to communities affected by economic or humanitarian distress) since November 2016
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Public Company Directorships:
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Qurate Retail (August 2008 – present)
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Sirius XM (May 2013 – present)
Non-Liberty Public Company Directorships:
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None
Former Public Company Directorships:
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None
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Larry E. Romrell
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Director Since: September 2011
Age: 82 Committees: Audit; Compensation Independent Director |
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Professional Background:
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Held numerous executive positions with TCI from 1991 to 1999
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Previously held various executive positions with Westmarc Communications, Inc.
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Public Company Directorships:
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Qurate Retail (March 1999 – September 2011; December 2011 – present)
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Liberty TripAdvisor (August 2014 – present)
Non-Liberty Public Company Directorships:
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LGP (July 2013 – present)
Former Public Company Directorships:
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LGI (June 2005 – June 2013)
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LMI (May 2004 – June 2005)
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LIBERTY MEDIA CORPORATION / 21
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Brian M. Deevy
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Director Since: June 2015
Age: 67 Committees: Audit (Chair) Independent Director |
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Professional Background:
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Head of Royal Bank of Canada (RBC) Capital Markets’ Communications, Media & Entertainment Group (CME Group) until June 2015
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Responsible for strategic development of the CME Group’s business (including mergers & acquisitions, private equity and debt capital formation and financial advisory engagements)
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Chairman and Chief Executive Officer of Daniels & Associates (investment banking firm that provided financial advisory services to the communications industry until it was acquired by RBC in 2007)
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Prior to joining Daniels & Associates, RBC Daniels’ predecessor, was with Continental Illinois National Bank
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Director of the Daniels Fund (2003 – present)
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Director of the U.S. Olympic and Paralympic Foundation (2016 – present)
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Public Company Directorships:
Non-Liberty Public Company Directorships:
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Trine II Acquisition Corp.(November 2021 – present)
Former Public Company Directorships:
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Ascent (November 2013 – May 2016)
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Ticketmaster Entertainment, Inc. (August 2008 – January 2010)
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22 / 2022 PROXY STATEMENT
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Gregory B. Maffei
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President and Chief Executive Officer
Director Since: May 2007 Age: 61 Committees: Executive |
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Professional Background:
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President and Chief Executive Officer of our company since May 2007
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President and Chief Executive Officer of Liberty Broadband since June 2014
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President and Chief Executive Officer of LMAC since November 2020
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President and Chief Executive Officer of Liberty TripAdvisor since July 2013
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President and Chief Executive Officer of GCI Liberty from March 2018 until its combination with Liberty Broadband in December 2020
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President and Chief Executive Officer of Qurate Retail from February 2006 to March 2018, having served as its CEO-Elect from November 2005 through February 2006; Chairman of the Board of Qurate Retail since March 2018
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Previously President and Chief Financial Officer of Oracle, Chairman, President and Chief Executive Officer of 360networks, and Chief Financial Officer of Microsoft
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Public Company Directorships:
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Sirius XM (March 2009 – present, Chairman of the Board, April 2013 – present)
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Live Nation (February 2011 – present, Chairman of the Board, March 2013 – present)
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Qurate Retail (November 2005 – present, Chairman of the Board, March 2018 – present)
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Liberty TripAdvisor (July 2013 – present, Chairman of the Board, June 2015 – present)
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Tripadvisor, Inc. (Chairman of the Board, February 2013 – present)
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Liberty Broadband (June 2014 – present)
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Charter (May 2013 – present)
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LMAC (November 2020 – present, Chairman of the Board, April 2021 – present)
Non-Liberty Public Company Directorships:
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Zillow Group, Inc. (Zillow) (February 2015 – present)
Former Public Company Directorships:
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GCI Liberty (March 2018 – December 2020)
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Zillow, Inc. (Zillow’s predecessor) (May 2005 – February 2015)
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DIRECTV and predecessors (February 2008 – June 2010)
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Electronic Arts, Inc. (June 2003 – July 2013)
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Barnes & Noble, Inc. (September 2011 – April 2014)
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STARZ (Chairman of the Board, January 2013 – December 2016)
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Pandora Media, Inc. (September 2017 – February 2019)
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LIBERTY MEDIA CORPORATION / 23
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Andrea L. Wong
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Director Since: September 2011
Age: 55 Committees: Compensation; Nominating and Corporate Governance Independent Director |
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Professional Background:
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President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment from September 2011 to March 2017
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President and Chief Executive Officer of Lifetime Entertainment Services from 2007 to April 2010
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Served as an Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company, from 2003 to 2007
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Public Company Directorships:
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Qurate Retail (April 2010 – present)
Non-Liberty Public Company Directorships:
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Hudson Pacific Properties, Inc. (August 2017 – present)
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Roblox Corporation (August 2020 – present)
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Oaktree Acquisition Corp. II (September 2020 – present)
Former Public Company Directorships:
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Oaktree Acquisition Corp. (July 2019 – January 2021)
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Social Capital Hedosophia Holdings Corp. (September 2017 – October 2019)
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Hudson’s Bay Company (September 2014 – March 2020)
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24 / 2022 PROXY STATEMENT
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LIBERTY MEDIA CORPORATION / 25
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Board Diversity Matrix (as of April 26, 2022)
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| Total Number of Directors | | |
9
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Female
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Male
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Non-Binary
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Did Not Disclose
Gender |
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| Part I: Gender Identity | | ||||||||||||
| Directors | | |
1
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8
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—
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—
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| Part II: Demographic Background | | ||||||||||||
| African American or Black | | |
—
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—
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—
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—
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| Alaskan Native or American Indian | | |
—
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—
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—
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—
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| Asian | | |
1
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1
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—
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—
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| Hispanic or Latinx | | |
—
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—
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—
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—
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| Native Hawaiian or Pacific Islander | | |
—
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—
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—
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—
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| White | | |
—
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7
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—
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—
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| Two or More Races or Ethnicities | | |
—
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—
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—
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—
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| LGBTQ+ | | |
1
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| Did Not Disclose Demographic Background | | |
—
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26 / 2022 PROXY STATEMENT
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AUDIT COMMITTEE OVERVIEW
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6 meetings in 2021
Chair
Brian M. Deevy
Other Members
Derek Chang* Larry Romrell
Former Members
M. Ian G. Gilchrist (prior to April 2021)
*Our board of directors has determined that Mr. Chang is an “audit committee financial expert” under applicable SEC rules and regulations
Audit Committee Report, page 38
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The audit committee reviews and monitors the corporate financial reporting and the internal and external audits of our company. The committee’s functions include, among other things:
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Appointing or replacing our independent auditors;
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Reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of our audits with our independent auditors;
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Reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors;
•
Reviewing compliance with and the adequacy of our existing major accounting and financial reporting policies;
•
Reviewing our management’s procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices;
•
Confirming compliance with applicable SEC and stock exchange rules; and
•
Preparing a report for our annual proxy statement.
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LIBERTY MEDIA CORPORATION / 27
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EXECUTIVE COMMITTEE OVERVIEW
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Members
John C. Malone Gregory B. Maffei Robert R. Bennett |
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Our executive committee may exercise all the powers and authority of our board of directors in the management of our business and affairs (except as specifically prohibited by the General Corporation Law of the State of Delaware). This includes the power and authority to authorize the issuance of shares of our capital stock. No meetings of the executive committee were held in 2021.
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COMPENSATION COMMITTEE OVERVIEW
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5 meetings in 2021
Chair
M. Ian G. Gilchrist
Other Members
Larry Romrell Andrea L. Wong
Former Members
David E. Rapley (prior to April 2022)
Compensation Committee Report, page 60
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Key Responsibilities:
•
Review and approve corporate goals and objectives relevant to the compensation of our Chief Executive Officer and our other executive officers;
•
Review and approve the compensation of our Chief Executive Officer, Chief Legal Officer, Chief Administrative Officer, Chief Portfolio Officer, Chief Accounting Officer, Principal Financial Officer and Chief Corporate Development Officer; and
•
Oversee the compensation of the chief executive officers of our non-public operating subsidiaries.
For a description of our processes and policies for consideration and determination of executive compensation, including the role of our Chief Executive Officer and an outside consultant in determining or recommending amounts and/or forms of compensation, see “Executive Compensation—Compensation Discussion and Analysis.”
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW
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1 meeting in 2021
Chair
Derek Chang
Other Members
M. Ian G. Gilchrist Andrea L. Wong
Former Members
David E. Rapley (prior to April 2022) Larry E. Romrell (prior to April 2022) |
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Key Responsibilities:
•
Identifies individuals qualified to become board members consistent with criteria established or approved by our board of directors from time to time;
•
Identifies director nominees for upcoming annual meetings;
•
Develops corporate governance guidelines applicable to our company; and
•
Oversees the evaluation of our board and management.
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28 / 2022 PROXY STATEMENT
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LIBERTY MEDIA CORPORATION / 29
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30 / 2022 PROXY STATEMENT
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LIBERTY MEDIA CORPORATION / 31
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32 / 2022 PROXY STATEMENT
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Name
|
| |
LSXMK
|
| |
BATRK
|
| |
FWONK
|
| |||||||||
| Robert R. Bennett | | | | | 1,309 | | | | | | 207 | | | | | | 867 | | |
| Derek Chang | | | | | 654 | | | | | | 103 | | | | | | 434 | | |
| Brian M. Deevy | | | | | 654 | | | | | | 103 | | | | | | 434 | | |
| David E. Rapley | | | | | 654 | | | | | | 103 | | | | | | 434 | | |
| Andrea L. Wong | | | | | 654 | | | | | | 207 | | | | | | — | | |
|
Name
|
| |
LSXMK
|
| |
BATRK
|
| |
FWONK
|
| |||||||||
| Derek Chang | | | | | 627 | | | | | | 103 | | | | | | 424 | | |
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Name
|
| |
# of
LSXMK Options |
| |
Exercise
Price ($) |
| |
# of
BATRK Options |
| |
Exercise
Price ($) |
| |
# of
FWONK Options |
| |
Exercise
Price ($) |
| ||||||||||||||||||
| Derek Chang | | | | | 2,111 | | | | | | 49.69 | | | | | | 298 | | | | | | 27.89 | | | | | | 1,210 | | | | | | 62.05 | | |
| Brian M. Deevy | | | | | 2,111 | | | | | | 49.69 | | | | | | 298 | | | | | | 27.89 | | | | | | 1,210 | | | | | | 62.05 | | |
| M. Ian G. Gilchrist | | | | | 4,223 | | | | | | 49.69 | | | | | | 596 | | | | | | 27.89 | | | | | | 2,419 | | | | | | 62.05 | | |
| Evan D. Malone | | | | | 4,223 | | | | | | 49.69 | | | | | | 596 | | | | | | 27.89 | | | | | | 2,419 | | | | | | 62.05 | | |
| David E. Rapley | | | | | 2,111 | | | | | | 49.69 | | | | | | 298 | | | | | | 27.89 | | | | | | 1,210 | | | | | | 62.05 | | |
| Larry E. Romrell | | | | | 4,223 | | | | | | 49.69 | | | | | | 596 | | | | | | 27.89 | | | | | | 2,419 | | | | | | 62.05 | | |
| Andrea L. Wong | | | | | 2,111 | | | | | | 49.69 | | | | | | — | | | | | | — | | | | | | 2,419 | | | | | | 62.05 | | |
|
Name
|
| |
# of
LSXMK Options |
| |
Exercise
Price ($) |
| |
# of
BATRK Options |
| |
Exercise
Price ($) |
| |
# of
FWONK Options |
| |
Exercise
Price ($) |
| ||||||||||||||||||
| Derek Chang | | | | | 2,096 | | | | | | 45.34 | | | | | | 325 | | | | | | 31.24 | | | | | | 1,229 | | | | | | 45.88 | | |
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LIBERTY MEDIA CORPORATION / 33
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|
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Name(1)
|
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Fees
Earned or Paid in Cash ($) |
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Stock
Awards ($)(2)(3) |
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Option
Awards ($)(2)(3) |
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Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
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All Other
Compensation ($)(5) |
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Total
($) |
| ||||||||||||||||||
| Robert R. Bennett | | | | | 120,500(4) | | | | | | 124,615 | | | | | | — | | | | | | 59,961 | | | | | | 23,721(6) | | | | | | 328,797 | | |
| Derek Chang | | | | | 111,893 | | | | | | 113,399 | | | | | | 113,801 | | | | | | — | | | | | | — | | | | | | 339,093 | | |
| Brian M. Deevy | | | | | 150,500 | | | | | | 62,300 | | | | | | 62,139 | | | | | | — | | | | | | 23,721(6) | | | | | | 298,659 | | |
| M. Ian G. Gilchrist | | | | | 148,000 | | | | | | — | | | | | | 124,271 | | | | | | — | | | | | | 23,721(6) | | | | | | 295,992 | | |
| Evan D. Malone | | | | | 110,500 | | | | | | — | | | | | | 124,271 | | | | | | — | | | | | | — | | | | | | 234,771 | | |
| David E. Rapley | | | | | 140,500(4) | | | | | | 62,300 | | | | | | 62,139 | | | | | | 43,162 | | | | | | 23,721(6) | | | | | | 331,821 | | |
| Larry E. Romrell | | | | | 150,500 | | | | | | — | | | | | | 124,271 | | | | | | — | | | | | | 23,721(6) | | | | | | 298,492 | | |
| Andrea L. Wong | | | | | 130,500(4) | | | | | | 38,270 | | | | | | 86,080 | | | | | | 59,113 | | | | | | 20,689(6) | | | | | | 334,653 | | |
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34 / 2022 PROXY STATEMENT
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|
| | | |
Robert R.
Bennett |
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Derek
Chang |
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Brian M.
Deevy |
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M. Ian G.
Gilchrist |
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Evan D.
Malone |
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David E.
Rapley |
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Larry E.
Romrell |
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Andrea L.
Wong |
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| Options (#) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
LSXMK
|
| | | | — | | | | | | 4,207 | | | | | | 22,135 | | | | | | 32,178 | | | | | | 51,195 | | | | | | 19,598 | | | | | | 51,195 | | | | | | 37,083 | | |
|
BATRK
|
| | | | — | | | | | | 623 | | | | | | 3,021 | | | | | | 4,697 | | | | | | 6,792 | | | | | | 2,798 | | | | | | 6,792 | | | | | | 3,229 | | |
|
FWONK
|
| | | | — | | | | | | 2,439 | | | | | | 11,938 | | | | | | 17,582 | | | | | | 23,190 | | | | | | 10,101 | | | | | | 23,190 | | | | | | 10,967 | | |
| RSUs (#) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
LSXMK
|
| | | | 1,309 | | | | | | 654 | | | | | | 654 | | | | | | — | | | | | | — | | | | | | 654 | | | | | | — | | | | | | 654 | | |
|
BATRK
|
| | | | 207 | | | | | | 103 | | | | | | 103 | | | | | | — | | | | | | — | | | | | | 103 | | | | | | — | | | | | | 207 | | |
|
FWONK
|
| | | | 867 | | | | | | 434 | | | | | | 434 | | | | | | — | | | | | | — | | | | | | 434 | | | | | | — | | | | | | — | | |
|
Name
|
| |
2021 Deferred
Compensation ($) |
| |
2021 Above
Market Earnings on Accrued Interest ($) |
| ||||||
| Robert R. Bennett | | | | | 117,430 | | | | | | 59,961 | | |
| David E. Rapley | | | | | 137,430 | | | | | | 43,162 | | |
| Andrea L. Wong | | | | | 128,454 | | | | | | 59,113 | | |
|
Name
|
| |
Amount ($)
|
| |||
| Robert R. Bennett | | | | | 23,721 | | |
| Brian M. Deevy | | | | | 23,721 | | |
| M. Ian G. Gilchrist | | | | | 23,721 | | |
| David E. Rapley | | | | | 23,721 | | |
| Larry E. Romrell | | | | | 23,721 | | |
| Andrea L. Wong | | | | | 20,689 | | |
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LIBERTY MEDIA CORPORATION / 35
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What am I being asked to vote on and how should I vote?
|
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OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
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![]() |
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The Board of Directors recommends that you vote FOR this proposal because KPMG LLP is an independent firm with few ancillary services and reasonable fees, and has significant industry and financial reporting expertise.
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2021(1)
|
| |
2020(1)
|
| ||||||
| Audit fees | | | | $ | 2,979,000 | | | | | | 2,869,000 | | |
| Audit related fees | | | | | — | | | | | | — | | |
|
Audit and audit related fees
|
| | | | 2,979,000 | | | | | | 2,869,000 | | |
| Tax fees(2) | | | | | 895,000 | | | | | | 518,900 | | |
| All other fees | | | | | — | | | | | | — | | |
|
Total fees
|
| | | $ | 3,874,000 | | | | | | 3,387,900 | | |
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|
36 / 2022 PROXY STATEMENT
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LIBERTY MEDIA CORPORATION / 37
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38 / 2022 PROXY STATEMENT
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|
What am I being asked to vote on and how should I vote?
|
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OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
|
| |
![]() |
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The Board of Directors recommends that you vote FOR this proposal because we believe our future success depends on our ability to attract, motivate and retain high quality officers, employees, independent contractors and directors and having the ability to provide incentive-based compensation awards is critical to that success. Our compensation philosophy seeks to align the interests of our officers, employees, independent contractors and directors with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value.
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LIBERTY MEDIA CORPORATION / 39
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40 / 2022 PROXY STATEMENT
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LIBERTY MEDIA CORPORATION / 41
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42 / 2022 PROXY STATEMENT
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LIBERTY MEDIA CORPORATION / 43
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44 / 2022 PROXY STATEMENT
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![]() |
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Brian J. Wendling
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Principal Financial Officer and Chief Accounting Officer
Age: 49
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Current Positions
•
•
Chief Accounting Officer and Principal Financial Officer of our company since January 2020 and July 2019, respectively
•
Chief Accounting Officer and Principal Financial Officer of Qurate Retail and Liberty Broadband since January 2020 and July 2019, respectively, and LMAC since November 2020
•
Senior Vice President and Chief Financial Officer of Liberty TripAdvisor since January 2016
•
Director of comScore, Inc. since March 2021
|
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Prior Positions/Experience
•
Chief Accounting Officer and Principal Financial Officer of GCI Liberty from January 2020 and July 2019, respectively – December 2020
•
Senior Vice President and Controller of each of our company, Qurate Retail and Liberty Broadband from January 2016 – December 2019 and GCI Liberty from March 2018 – December 2019
•
Vice President and Controller of Liberty TripAdvisor from August 2014 – December 2015
•
Senior Vice President of Liberty Expedia from March 2016 – July 2019
•
Vice President and Controller of our company from November 2011 – December 2015, Qurate Retail from November 2011 – December 2015 and Liberty Broadband from October 2014 – December 2015
•
Various positions with Liberty Media and Qurate Retail since 1999
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![]() |
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Albert E. Rosenthaler
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Chief Corporate Development Officer
Age: 62
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Current Positions
•
Chief Corporate Development Officer of our company since October 2016
•
Chief Corporate Development Officer of Qurate Retail, Liberty TripAdvisor and Liberty Broadband since October 2016 and LMAC since November 2020
•
Director of Tripadvisor since February 2016
|
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Prior Positions/Experience
•
Chief Corporate Development Officer of GCI Liberty from March 2018 – December 2020
•
Chief Corporate Development Officer of Liberty Expedia from October 2016 – July 2019
•
Chief Tax Officer of our company, Qurate Retail, Liberty TripAdvisor and Liberty Broadband from January 2016 − September 2016
•
Chief Tax Officer of Liberty Expedia from March 2016 − September 2016
•
Senior Vice President of our company from May 2007 − December 2015, Qurate Retail from April 2002 − December 2015, Liberty TripAdvisor from July 2013 − December 2015, and Liberty Broadband from June 2014 − December 2015
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LIBERTY MEDIA CORPORATION / 45
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![]() |
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Renee L. Wilm
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Chief Legal Officer and Chief Administrative Officer
Age: 48
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Current Positions
•
Chief Legal Officer and Chief Administrative Officer of our company since September 2019 and January 2021, respectively
•
Chief Legal Officer and Chief Administrative Officer of Qurate Retail, Liberty TripAdvisor and Liberty Broadband since September 2019 and January 2021, respectively, and LMAC since November 2020 and January 2021, respectively
•
Director of LMAC since January 2021
|
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Prior Positions/Experience
•
Chief Legal Officer of GCI Liberty from September 2019 – December 2020
•
Prior to September 2019, Senior Partner with the law firm Baker Botts L.L.P., where she represented our company, Qurate Retail, Liberty TripAdvisor, Liberty Broadband and GCI Liberty and their predecessors for over twenty years, specializing in mergers and acquisitions, complex capital structures and shareholder arrangements, as well as securities offerings and matters of corporate governance and securities law compliance; while at Baker Botts, was a member of the Executive Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York office
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46 / 2022 PROXY STATEMENT
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JOHN C. MALONE
|
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Chairman of the Board
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GREGORY B.
MAFFEI |
|
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President and Chief Executive Officer
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BRIAN J.
WENDLING |
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Chief Accounting Officer and Principal Financial Officer
|
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ALBERT E.
ROSENTHALER |
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Chief Corporate Development Officer
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RENEE L. WILM
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Chief Legal Officer and Chief Admini |