8-KShareholder MattersRegulation FDExhibits & Filings

Liberty Media Corp 8-K Report, Shareholder Vote Results (May 26, 2020)

Filed May 26, 2020For Securities:FWONKFWONAFWONB

Summary

This 8-K filing by Liberty Media Corporation primarily details the outcomes of its annual meeting of stockholders held on May 21, 2020. Investors can note the re-election of three Class I directors: Evan D. Malone, David E. Rapley, and Larry E. Romrell, who will continue their service until the 2023 annual meeting. Additionally, the stockholders ratified the appointment of KPMG LLP as the company's independent auditors for the fiscal year ending December 31, 2020, indicating a continued reliance on their audit services. The filing also discloses a technical adjustment to the SiriusXM Component of the company's 1.375% Cash Convertible Senior Notes due 2023, increasing it slightly due to a prior distribution of subscription rights for Series C Liberty SiriusXM common stock. This adjustment ensures the convertible notes accurately reflect changes in the underlying SiriusXM equity structure.

Key Highlights

  • 1Re-election of directors Evan D. Malone, David E. Rapley, and Larry E. Romrell to the Board of Directors until the 2023 annual meeting.
  • 2Ratification of KPMG LLP as the independent auditor for the fiscal year ending December 31, 2020.
  • 3The shareholder votes for director re-election and auditor ratification were overwhelmingly in favor.
  • 4Disclosure of an adjustment to the SiriusXM Component of the 1.375% Cash Convertible Senior Notes due 2023.
  • 5The SiriusXM Component was adjusted from 1.0 to 1.0163 shares of Series A Liberty SiriusXM common stock.
  • 6This adjustment is a result of the distribution of subscription rights for Series C Liberty SiriusXM common stock.

Frequently Asked Questions

The annual stockholder meeting resulted in the re-election of three Class I directors (Evan D. Malone, David E. Rapley, and Larry E. Romrell) and the ratification of KPMG LLP as the company's independent auditor for the fiscal year 2020. Both proposals received strong support from stockholders.

The SiriusXM Component of the 1.375% Cash Convertible Senior Notes due 2023 was adjusted due to a distribution of subscription rights for Series C Liberty SiriusXM common stock. The adjustment ensures that the convertible notes accurately reflect the changes in the underlying equity structure of SiriusXM following this distribution.

KPMG LLP has been ratified by the stockholders as Liberty Media's independent auditor for the fiscal year ending December 31, 2020.

Following the adjustment, the SiriusXM Component of the 1.375% Cash Convertible Senior Notes due 2023 was updated from 1.0 share to 1.0163 shares of Series A Liberty SiriusXM common stock.