| Schedule of number and weighted average GDFV of awards granted |
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For the Years ended December 31, |
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2022 |
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2021 |
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2020 |
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Awards Granted (000's) |
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Weighted Average GDFV |
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Awards Granted (000's) |
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Weighted Average GDFV |
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Awards Granted (000's) |
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Weighted Average GDFV |
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Series A Qurate Retail common stock options, subsidiary employees (1) |
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NA |
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NA |
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974 |
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$ |
6.75 |
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4,818 |
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$ |
1.96 |
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Series A Qurate Retail common stock options, Qurate Retail employees and directors (2) |
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NA |
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NA |
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63 |
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$ |
6.18 |
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747 |
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$ |
4.86 |
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Series A Qurate Retail common stock options, David Rawlinson II (3) |
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NA |
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NA |
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1,185 |
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$ |
5.02 |
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NA |
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NA |
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Series A Qurate Retail common stock options, Qurate Retail Chairman of the Board (4) |
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NA |
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NA |
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NA |
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NA |
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1,191 |
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$ |
4.88 |
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Series A Qurate Retail common stock RSUs, subsidiary employees (5) |
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17,302 |
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$ |
3.82 |
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5,670 |
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$ |
12.07 |
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9,753 |
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$ |
4.73 |
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Series A Qurate Retail common stock RSUs, Qurate Retail employees and directors (6) |
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899 |
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$ |
2.72 |
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309 |
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$ |
10.30 |
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298 |
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$ |
6.55 |
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Series A Qurate Retail common stock RSUs, David Rawlinson II (7) |
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596 |
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$ |
4.91 |
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652 |
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$ |
10.50 |
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NA |
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NA |
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Series A Qurate Retail common stock RSUs, Mike George (8) |
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NA |
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NA |
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1,107 |
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$ |
12.86 |
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725 |
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$ |
4.44 |
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Series A Qurate Retail common stock RSUs, Qurate Retail Chairman of the Board (9) |
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NA |
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NA |
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229 |
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$ |
12.90 |
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622 |
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$ |
4.62 |
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Series B Qurate Retail common stock RSUs, Qurate Retail Chairman of the Board (9) |
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327 |
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$ |
4.95 |
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1,101 |
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$ |
13.65 |
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NA |
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NA |
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| (1) |
Vests semi-annually over four years.
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| (2) |
Vests between two and four years for employees and in one year for directors.
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| (3) |
Vests in two equal tranches on December 31, 2023 and December 31, 2024. Grant was made in connection with Mr. Rawlinson’s employment agreement (see note 10).
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| (4) |
The grant was made in connection with the Chairman’s new employment agreement and cliff vests in December 2024 (see notes 1 and 10).
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| (5) |
Grants made in 2022 generally vest annually over three years. Grants made in 2021 and 2020 generally vest annually over four years.
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| (6) |
Grants mainly vest one year from the month of grant, subject to the satisfaction of certain performance objectives for employees and in one year for directors.
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| (7) |
Grant made in 2022 vests one year from the month of grant, subject to the satisfaction of certain performance objectives. Qurate Retail granted 509 thousand time-based RSUs and 143 thousand performance-based RSUs of QRTEA to Mr. Rawlinson in 2021. The time-based RSUs vest over three years, and the performance-based RSUs cliff vested in March 2022, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee. Grants were made in connection with Mr. Rawlinson’s employment agreement (see note 10).
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| (8) |
Qurate Retail granted to Mr. George 684 thousand performance-based RSUs and 423 thousand time-based RSUs of QRTEA in 2021 and 725 thousand performance-based RSUs of QRTEA in 2020. The time-based RSUs mainly cliff vested on December 10, 2021, and the 2021 and 2020 performance-based RSUs granted to Mr. George cliff vested one year from the month of grant, subject to the satisfaction of certain performance objectives and based on an amount determined by the compensation committee.
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| (9) |
Qurate Retail granted 327 thousand performance-based RSUs of QRTEB in 2022 and 229 thousand and 584 thousand performance-based RSUs of QRTEA in 2021 and 2020, respectively. These grants vest one year from the month of the grant, subject to the satisfaction of certain performance objectives. Grants were made in connection with our Chairman’s employment agreement. Qurate Retail also granted 1.1 million time-based RSAs of QRTEB to our Chairman in 2021 as a result of the Letter Agreement discussed in Note 10 which vest in two equal tranches on December 10, 2024 and June 3, 2026, subject to earlier vesting under certain circumstances. Qurate Retail granted 38 thousand time-based RSUs of QRTEA to our Chairman which cliff vested on December 10, 2020. This RSU grant was issued in lieu of our Chairman receiving 50% of his remaining base salary for the last three quarters of calendar year 2020, and he waived his right to receive the other 50%, in each case, in light of the ongoing financial impact of COVID-19.
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| Schedule of number, weighted average exercise price ("WAEP"), Weighted average remaining life and aggregate intrinsic value of the awards |
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Qurate Retail |
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Series A |
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Series B |
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Weighted |
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Aggregate |
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Weighted |
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Aggregate |
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average |
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intrinsic |
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average |
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intrinsic |
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Options |
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remaining |
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value |
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Options |
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remaining |
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value |
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(000's) |
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WAEP |
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life |
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(in millions) |
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(000's) |
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WAEP |
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life |
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(in millions) |
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Options outstanding at January 1, 2022 |
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42,110 |
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$ |
9.23 |
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2,221 |
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$ |
12.25 |
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Granted |
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— |
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$ |
— |
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— |
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$ |
— |
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Exercised |
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(420) |
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$ |
2.25 |
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— |
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$ |
— |
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Forfeited/Cancelled |
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(8,776) |
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$ |
11.28 |
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— |
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$ |
— |
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Options outstanding at December 31, 2022 |
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32,914 |
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$ |
8.78 |
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2.9 |
years |
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$ |
— |
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2,221 |
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$ |
12.25 |
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0.8 |
years |
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$ |
— |
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Options exercisable at December 31, 2022 |
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21,561 |
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$ |
10.56 |
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2.0 |
years |
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$ |
— |
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2,221 |
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$ |
12.25 |
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0.8 |
years |
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$ |
— |
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| Schedule of number and weighted average GDFV of RSUs granted to certain officers, employees and directors |
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Weighted |
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Weighted |
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Series A |
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Average |
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Series B |
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Average |
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(000's) |
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GDFV |
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(000's) |
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GDFV |
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RSUs outstanding at January 1, 2022 |
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12,905 |
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$ |
9.38 |
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— |
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$ |
— |
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Granted |
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18,797 |
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$ |
3.80 |
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327 |
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$ |
4.95 |
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Vested |
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(4,475) |
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$ |
9.92 |
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— |
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$ |
— |
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Forfeited/Cancelled |
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(4,061) |
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$ |
7.43 |
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— |
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$ |
— |
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RSUs outstanding at December 31, 2022 |
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23,166 |
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$ |
5.09 |
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327 |
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$ |
4.95 |
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