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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated May 22, 2020.
101.INS Inline XBRL Instance Document - the instance document does not
appear in Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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