UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 17, 2023
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35707 | 37-1699499 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Series A Liberty SiriusXM Common Stock | LSXMA | The Nasdaq Stock Market LLC |
| Series B Liberty SiriusXM Common Stock | LSXMB | The Nasdaq Stock Market LLC |
| Series C Liberty SiriusXM Common Stock | LSXMK | The Nasdaq Stock Market LLC |
| Series A Liberty Braves Common Stock | BATRA | The Nasdaq Stock Market LLC |
| Series C Liberty Braves Common Stock | BATRK | The Nasdaq Stock Market LLC |
| Series A Liberty Formula One Common Stock | FWONA | The Nasdaq Stock Market LLC |
| Series C Liberty Formula One Common Stock | FWONK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to Vote of Security Holders.
At Liberty Media Corporation’s (the “Company”) special meeting of stockholders held on July 17, 2023 (the “Special Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal (the “Split-Off Proposal”) to approve the redemption by the Company of each outstanding share of Liberty Braves common stock in exchange for one share of the corresponding series of common stock of Atlanta Braves Holdings, Inc. (“Atlanta Braves Holdings”), which will be the owner of the Atlanta Braves Major League Baseball Club and its associated real estate development project (the “Split-Off”); (2) a proposal (the “Tracking Stock Proposal”) to approve the amendment and restatement of the Company’s restated certificate of incorporation to, among other things, following the completion of the Split-Off, reclassify the Company’s then-outstanding shares of common stock into three new tracking stocks to be designated the new Liberty SiriusXM common stock, new Liberty Formula One common stock and Liberty Live common stock and, in connection therewith, provide for the reattribution of the business, assets and liabilities of the Company’s existing Liberty SiriusXM Group and Formula One Group among the newly created Liberty SiriusXM Group, Formula One Group and Liberty Live Group (the “Reclassification”); (3) a proposal to, following the completion of the Split-Off, reclassify each outstanding share of Liberty SiriusXM common stock into one share of the corresponding series of new Liberty SiriusXM common stock and 0.2500 of a share of the corresponding series of Liberty Live common stock (the “Liberty SiriusXM Recapitalization Proposal”); (4) a proposal to, following the completion of the Split-Off, reclassify each outstanding share of Liberty Formula One common stock into one share of the corresponding series of new Liberty Formula One common stock and 0.0428 of a share of the corresponding series of Liberty Live common stock (the “Liberty Formula One Recapitalization Proposal,” and collectively with the Tracking Stock Proposal and the Liberty SiriusXM Recapitalization Proposal, the “Reclassification Proposals”); and (5) a proposal (the “Adjournment Proposal”) to approve the adjournment of the Special Meeting by the Company from time to time to solicit additional proxies if there are insufficient votes at the time of such adjournment to approve the Split-Off Proposal and/or the Reclassification Proposals or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate. The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below. Holders of record as of 5:00 p.m., New York City time, on June 6, 2023, the special meeting record date, of the Company's Series A Liberty Braves common stock (“BATRA”), Series B Liberty Braves common stock (“BATRB”), Series C Liberty Braves common stock (“BATRK” and together with BATRA and BATRB, the “BATR Stock”), Series A Liberty SiriusXM common stock (“LSXMA”), Series B Liberty SiriusXM common stock (“LSXMB”), Series C Liberty SiriusXM common stock (“LSXMK” and together with LSXMA and LSXMB, the “LSXM Stock”), Series A Liberty Formula One common stock (“FWONA”), Series B Liberty Formula One common stock (“FWONB”) and Series C Liberty Formula One common stock (“FWONK,” together with FWONA and FWONB, the “FWON Stock”) were entitled vote on the proposals as set forth below.
| 1. | The Split-Off Proposal |
| Entitled to Vote | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||
| BATRA, BATRB | 16,611,979 | 29,212 | 9,086 | - | ||||||
Accordingly, the Split-Off Proposal was approved.
| 2. | The Tracking Stock Proposal |
| Entitled to Vote | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| BATRA, BATRB, LSXMA, LSXMB, FWONA, FWONB | 232,574,650 | 177,996 | 23,120 | - | |||||
| The BATR Stock | 16,941,050 | 41,154 | 11,349 | - | |||||
| The LSXM Stock | 175,390,842 | 50,911 | 9,928 | - | |||||
| The FWON Stock | 44,324,902 | 38,140 | 31,324 | - |
Accordingly, the Tracking Stock Proposal was approved.
| 3. | The Liberty SiriusXM Recapitalization Proposal |
| Entitled to Vote | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||
| BATRA, BATRB, LSXMA, LSXMB, FWONA, FWONB | 232,575,242 | 164,952 | 35,572 | - | ||||||
| The BATR Stock | 16,940,145 | 31,095 | 22,313 | - | ||||||
| The LSXM Stock | 175,392,031 | 49,736 | 9,914 | - | ||||||
| The FWON Stock | 44,299,568 | 88,700 | 6,098 | - | ||||||
Accordingly, the Liberty SiriusXM Recapitalization Proposal was approved.
| 4. | The Liberty Formula One Recapitalization Proposal |
| Entitled to Vote | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| BATRA, BATRB, LSXMA, LSXMB, FWONA, FWONB | 232,566,770 | 174,576 | 34,420 | - | |||||
| The BATR Stock | 16,940,794 | 40,073 | 12,686 | - | |||||
| The LSXM Stock | 175,391,299 | 50,503 | 9,879 | - | |||||
| The FWON Stock | 44,299,864 | 86,902 | 7,600 | - |
Accordingly, the Liberty Formula One Recapitalization Proposal was approved.
| 5. | The Adjournment Proposal |
| Entitled to Vote | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| BATRA, BATRB, LSXMA, LSXMB, FWONA, FWONB | 229,441,074 | 3,282,273 | 52,419 | - |
Accordingly, the Adjournment Proposal was approved, but the meeting was not adjourned prior to the votes on the Split-Off Proposal and Reclassification Proposals.
Item 8.01 Other Events.
On July 18, 2023, the Company and Atlanta Braves Holdings issued a joint press release announcing the results of the Company’s Special Meeting and announcing that, assuming the other conditions to the Split-Off and Reclassification are satisfied or waived, as applicable, the Split-Off will be effective as of 5:00 p.m., New York City time, on July 18, 2023 and the Reclassification will be effective as of 5:00 p.m., New York City time, on August 3, 2023. Additionally, the Company expects the previously announced distribution of approximately 6.8 million shares of Atlanta Braves Holdings Series C common stock to the record holders of Liberty Formula One common stock as of 5:00 p.m., New York City time, on July 13, 2023, the record date, to be completed as of 5:00 p.m., New York City time, on July 19, 2023.
The foregoing description is qualified in its entirety by reference to the full text of the press release, a copy of which is filed herewith as Exhibit 99.1 in compliance with Rule 425 of the Securities Act of 1933, as amended, and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 18, 2023. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 18, 2023
| LIBERTY MEDIA CORPORATION | ||
| By: | /s/ Katherine C. Jewell | |
| Name: Katherine C. Jewell | ||
| Title: Vice President | ||
