Not independent
Tenure on this board
5.2 yrs
Also a director at
Liberty Live Holdings Inc (LLYVA)
3 nominees · 4 ballot items.
Election of three Class I directors; ratification of KPMG LLP as auditors; approval to convert Liberty Media from a Delaware to a Nevada corporation and adopt Nevada articles; approval to adjourn the meeting to solicit additional proxies if needed.
Elect Derek Chang, Evan D. Malone and Larry E. Romrell as Class I directors to serve until the 2029 annual meeting.
Ratify the selection of KPMG LLP as Liberty Media’s independent auditors for the fiscal year ending December 31, 2026.
Approve the Board of Directors’ resolution to convert Liberty Media from a Delaware corporation to a Nevada corporation and adopt new Nevada Articles of Incorporation pursuant to the Plan of Conversion.
The conversion proposal asks holders of FWONA and FWONB to approve the Board-adopted Plan of Conversion to change the company’s legal domicile from Delaware to Nevada, and to adopt new Nevada Articles and Bylaws. Management argues the move will reduce annual franchise taxes, provide greater statutory clarity reducing litigation risk, codify broader officer/director protections and offer potential operational advantages given the company’s significant Nevada relationships (e.g., Las Vegas Grand Prix). The Board recommends the conversion citing expected long-term franchise tax savings, more predictable statutory fiduciary frameworks under the NRS, and potential benefits for management recruitment and retention. The proposal removes the tracking stock structure, elects to opt out of Nevada business combination and control share statutes (thereby reducing certain anti-takeover protections), and includes a waiver of corporate opportunities. Vote required is a majority of aggregate voting power of FWONA and FWONB. Key risks: Nevada’s less developed body of case law and more limited published judicial precedent could make novel issues uncertain; opting out of Nevada anti-takeover statutes and eliminating the tracking stock structure could be viewed as reducing certain shareholder protections; appraisal rights are available to FWONB holders under Delaware law if they exercise timely demands; and conversion may trigger litigation or challenges despite stockholder approval. The board considered tax counsel opinion condition precedent that the conversion qualify under Section 368(a) of the Code for nonrecognition treatment. The recommendation of the Board reflects the weighing of these governance, tax, litigation and operational considerations and its conclusion that the statutory regime, tax structure and reduced franchise tax exposure present net benefits to shareholders over the long run.
Approve one or more adjournments of the annual meeting to permit further solicitation of proxies if there are insufficient votes to approve the conversion proposal or as otherwise determined by the chairperson.
This routine procedural proposal asks shareholders to authorize the meeting chair to adjourn the annual meeting to allow Liberty Media to solicit additional proxies if there are not enough votes at the scheduled meeting to approve the conversion proposal. The Board recommends a vote for the adjournment proposal to preserve flexibility to continue solicitation and attempt to secure the necessary shareholder approval for the conversion. The adjournment proposal itself requires a simple majority of votes present and is standard in contested or significant corporate actions where additional time may facilitate vote-gathering efforts. There are limited substantive governance consequences beyond the procedural authority to reconvene the meeting and continue soliciting proxies; if adopted it would not bind the Board to any particular solicitation strategy but would allow additional outreach. The Board’s recommendation reflects the view that adjournment may be required to give effect to the conversion if votes fall short on the scheduled meeting date.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Linonia Partnership LP | 0.8% | 2,118,059 | $165M |
| 2 | PRINCIPAL FINANCIAL GROUP INC | 0.5% | 1,363,402 | $106M |
| 3 | STATE OF WISCONSIN INVESTMENT BOARD | 0.5% | 1,293,974 | $101M |
| 4 | Ashe Capital Management, LP | 0.5% | 1,184,179 | $92M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.4% | 1,049,697 | $82M |
| 6 | Sculptor Capital LP | 0.4% | 1,000,000 | $78M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 0.4% | 994,468 | $78M |
| 8 | JANUS HENDERSON GROUP PLC | 0.4% | 958,461 | $75M |
| 9 | Darsana Capital Partners LP | 0.3% | 850,000 | $66M |
| 10 | Ruane, Cunniff Goldfarb L.P. | 0.3% | 723,842 | $57M |
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