Independent
Tenure on this board
0.5 yrs
1 nominee · 4 ballot items.
Election of Bill Kurtz as Class I director; ratification of KPMG LLP as independent auditors for 2026; advisory approval of named executive officer compensation (say-on-pay); and advisory selection of the frequency for future say-on-pay votes (say-on-frequency).
Elect Bill Kurtz to continue serving as a Class I member of the Board until the 2029 annual meeting of stockholders or his earlier resignation or removal.
Ratify the selection of KPMG LLP as Liberty Live Holdings' independent auditors for the fiscal year ending December 31, 2026.
An advisory (non-binding) vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables and related narrative).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy materials. Management is seeking this advisory approval to obtain stockholder feedback on its executive pay philosophy and to confirm alignment between pay and long-term company value creation; the company notes this is the first such vote since the Split-Off. The proposal is purely advisory under Section 14A of the Exchange Act, so the Board and compensation committee will consider the outcome but are not legally required to implement it. The Board recommends voting FOR the proposal, stating that the compensation structure is designed to motivate executives toward long-term performance and is aligned with company objectives. Key context includes the company's reliance on Liberty Media for management services and that many executive pay elements (including equity awards) were granted by Liberty Media and substituted in connection with the Split-Off, which may affect perceptions of pay allocation and incentives. The proposal aggregates the Compensation Discussion and Analysis, all compensation tables and related narrative, so a vote FOR effectively signals acceptance of both the design and disclosure of pay practices. Institutional investors and proxy advisors typically evaluate such proposals based on pay-for-performance alignment, disclosure quality, and any material related-party arrangements; here the company highlights long-term, equity-based incentives and clawback/recoupment provisions. Given the advisory nature, a strong affirmative vote would validate current practices and reduce the likelihood of near-term pay-policy changes, while a weak vote would likely trigger enhanced shareholder engagement and potential changes to the pay program or disclosures. Management’s recommendation emphasizes long-term alignment, but voters should weigh the governance implications of the services agreement with Liberty Media, substituted equity awards from the Split-Off, and detailed pay-versus-performance metrics disclosed in the filing.
An advisory (non-binding) vote to choose the frequency—one year, two years, or three years—at which future advisory say-on-pay votes will be held; the Board recommends a three-year interval.
This management proposal asks shareholders to select, on an advisory basis, how often the company should hold future advisory votes on named executive officer compensation—options are once every one, two, or three years. The Board has evaluated the alternatives and recommends the three-year option, arguing that a triennial cadence aligns with the company’s long-term compensation philosophy and gives sufficient time to evaluate mid- to long-term performance outcomes tied to equity and multi-year incentive awards. Management frames the three-year option as reducing undue focus on short-term payouts and enabling more meaningful assessment of whether compensation is linked to sustained company performance; it also says a three-year interval affords time to consider and implement any changes after stockholder feedback. Because this vote is advisory, the Board retains discretion and may choose a different frequency if it believes that is in the best interests of the company and its stockholders, but it will carefully consider the stockholder vote. The context includes the recent Split-Off from Liberty Media, substituted equity awards with multi-year vesting schedules, and the services agreement that affects how executive compensation costs are allocated—factors that make a longer frequency attractive to management. Institutional voters and proxy advisors often have preferences on frequency (many favor annual votes for regular accountability, while others favor triennial for focus on long-term metrics); a three-year recommendation may therefore draw scrutiny from some governance-focused investors. A shareholder majority for a given frequency will be the Board’s primary indicator of stockholder preference, but because the vote is non-binding, a divergence between stockholder preference and Board action could prompt engagement or criticism. Investors evaluating this proposal should weigh whether the chosen cadence permits appropriate responsiveness to evolving compensation practices and performance, given the company’s strategic emphasis on long-term value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BERKSHIRE HATHAWAY INC | 3.6% | 3,284,775 | $301M |
| 2 | Linonia Partnership LP | 2.7% | 2,498,950 | $229M |
| 3 | ValueAct Holdings, L.P.Activist | 1.9% | 1,777,075 | $163M |
| 4 | BANK OF AMERICA CORP /DE/ | 1.9% | 1,768,002 | $162M |
| 5 | Amundi | 1.4% | 1,309,994 | $120M |
| 6 | MORGAN STANLEY | 1.4% | 1,254,881 | $115M |
| 7 | Sculptor Capital LP | 1.2% | 1,100,000 | $101M |
| 8 | BERKSHIRE HATHAWAY INC | 1.1% | 1,011,698 | $93M |
| 9 | Corvex Management LPActivist | 1.1% | 1,005,434 | $92M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 1.1% | 974,101 | $89M |
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