Item 5.07. Submission of Matters to a Vote of Security Holders
At Liberty Media Corporation’s (the “Company”) annual meeting of stockholders held on May 21, 2020, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Evan D. Malone, David E. Rapley and Larry E. Romrell to continue serving as Class I members of the Company’s board of directors until the 2023 annual meeting of stockholders or their earlier resignation or removal; and (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020 (the “auditors ratification proposal”). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal are set forth below.
1. Election of the following Nominees to the Company’s Board of Directors
Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Evan D. Malone | 223,774,426 | 5,909,378 | 14,846,517 |
David E. Rapley | 182,745,090 | 46,938,714 | 14,846,517 |
Larry E. Romrell | 194,525,982 | 35,157,822 | 14,846,517 |
Accordingly, the foregoing nominees were re-elected to the Company’s board of directors.
2. The Auditors Ratification Proposal
Votes For | Votes Against | Abstentions | Broker Non-Votes |
243,639,466 | 721,494 | 169,361 | – |
Accordingly, the auditors ratification proposal was approved.
Item 7.01. Regulation FD Disclosure
On May 22, 2020, the Company issued a press release, attached hereto as Exhibit 99.1, announcing an adjustment to the SiriusXM Component of the Securities Basket for the Company’s 1.375% Cash Convertible Senior Notes due 2023 (the “Notes”) pursuant to the terms of the Indenture, dated October 17, 2013, between the Company and U.S. Bank National Association, as trustee, as amended by the Supplemental Indenture, dated April 15, 2016, governing the Notes. The SiriusXM Component was adjusted from 1.0 share of the Company’s Series A Liberty SiriusXM common stock to 1.0163 shares of Series A Liberty SiriusXM common stock. The SiriusXM Component was adjusted in connection with the previously announced distribution to holders of Liberty SiriusXM common stock of subscription rights to purchase shares of Series C Liberty SiriusXM common stock (the “Series C Liberty SiriusXM Rights”). The Series C Liberty SiriusXM Rights were distributed as of 5:00 p.m., New York City time, on May 15, 2020 to holders of record of Series A Liberty SiriusXM common stock, Series B Liberty SiriusXM common stock and Series C Liberty SiriusXM common stock as of 5:00 p.m., New York City time, on May 13, 2020.
This Item 7.01 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.
