8-KShareholder MattersRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Shareholder Vote Results (Jan 19, 2017)

Filed January 19, 2017For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) held a special meeting of stockholders on January 17, 2017, where key proposals related to the acquisition of Delta Topco Limited, the parent company of Formula 1, were overwhelmingly approved. The Share Issuance Proposal, which allows for the issuance of Series C Liberty Media common stock in connection with the acquisition, passed with a significant majority of votes. Concurrently, the Group Name Change Proposal, intended to rename the "Media Group" to the "Formula One Group" and adjust stock names accordingly, also received strong shareholder support, reflecting investor confidence in the strategic shift. Furthermore, the Adjournment Proposal was approved, providing the company with flexibility. Separately, on January 18, 2017, Liberty Media announced that it had secured the necessary consents and approvals from the Fédération Internationale de l'Automobile (FIA), the governing body of Formula 1. This fulfillment of FIA-related closing conditions marks a critical step forward in completing the acquisition of Formula 1, signaling substantial progress towards a major strategic transaction for Liberty Media.

Key Highlights

  • 1Shareholders approved the issuance of Series C Liberty Media common stock for the acquisition of Delta Topco Limited (Formula 1).
  • 2Shareholders approved the renaming of the "Media Group" to the "Formula One Group" and related stock name changes.
  • 3The Adjournment Proposal was also approved by shareholders.
  • 4Liberty Media announced on January 18, 2017, that it received all necessary approvals from the FIA for the Formula 1 acquisition.
  • 5The fulfillment of FIA closing conditions signifies a major step towards completing the Formula 1 acquisition.
  • 6The overwhelming approval of key proposals indicates strong shareholder support for the Formula 1 transaction.

Frequently Asked Questions

The primary purpose was to obtain shareholder approval for the issuance of Series C Liberty Media common stock in connection with the acquisition of Delta Topco Limited (Formula 1) and to approve changes to the company's corporate structure and naming conventions to reflect this acquisition.

Shareholders approved the Share Issuance Proposal, which is a critical step for the acquisition. Separately, Liberty Media announced that all necessary approvals from the FIA, the governing body of Formula 1, were received, indicating significant progress towards the closing of the acquisition.

The FIA approvals mean that a key regulatory condition for the acquisition of Formula 1 has been satisfied. This is a significant hurdle cleared and brings Liberty Media closer to completing the transaction.

The Group Name Change Proposal, which changes the 'Media Group' to the 'Formula One Group' and renames the common stock accordingly, signifies Liberty Media's strategic focus and intent to integrate and operate Formula 1 as a core business segment.