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): August 23, 2024
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-35707 | 37-1699499 | ||
(State or other jurisdiction of incorporation) | (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):
¨ 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 Formula One Common Stock | FWONA | The Nasdaq Stock Market LLC |
Series C Liberty Formula One Common Stock | FWONK | The Nasdaq Stock Market LLC |
Series A Liberty Live Common Stock | LLYVA | The Nasdaq Stock Market LLC |
Series C Liberty Live Common Stock | LLYVK | 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 7.01. Regulation FD Disclosure.
On August 23, 2024, Liberty Media Corporation (“Liberty Media”) issued a press release announcing today that, at Liberty Media’s virtual special meeting of its holders of Series A Liberty SiriusXM common stock (“LSXMA”) and Series B Liberty SiriusXM common stock (“LSXMB”) held on August 23, 2024 at 10:15 a.m. M.T., based on preliminary results of such special meeting, the holders of LSXMA and LSXMB approved the previously announced redemptive split-off of Liberty Sirius XM Holdings Inc. (“SplitCo”). Following the completion of the Split-Off, a wholly owned subsidiary of SplitCo will merge with and into Sirius XM Holdings Inc. (“Sirius XM Holdings”), with Sirius XM Holdings surviving the merger as a wholly owned subsidiary of SplitCo.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | | Press Release, dated August 23, 2024. |
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: August 23, 2024
LIBERTY MEDIA CORPORATION | ||
| | |
By: | /s/ Katherine C. Jewell | |
| Name: Katherine C. Jewell | |
| Title: Vice President and Assistant Secretary |