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): September 7, 2011
LIBERTY MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-33982 |
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84-1288730 |
(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrants 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)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Liberty Media Corporation (the Company) annual meeting of stockholders held on September 7, 2011 (the Annual Meeting), 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 Companys board of directors until the 2014 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to approve, on an advisory basis, the compensation of the Companys named executive officers as described in the definitive proxy statement relating to the Annual Meeting under the heading Executive Compensation (the say-on-pay proposal); (3) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the say-on-frequency proposal); (4) a proposal to adopt the Liberty Media Corporation 2011 Nonemployee Director Incentive Plan (the director plan proposal); (5) a proposal to amend the restated certificate of incorporation of Liberty Media Corporation to change its name to Liberty Interactive Corporation (the name change proposal) in connection with, and subject to, the closing of the proposed split-off of the businesses, assets and liabilities of the Companys Liberty Capital and Liberty Starz tracking stock groups (the Split-Off); and (6) a proposal to ratify the selection of KPMG LLP as the Companys independent auditors for the fiscal year ending December 31, 2011 (the auditor 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 Companys Board of Directors
Director Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Evan D. Malone |
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892,105,842 |
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57,225,342 |
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65,938,655 |
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David E. Rapley |
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895,109,426 |
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54,221,758 |
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65,938,655 |
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Larry E. Romrell |
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942,400,349 |
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6,930,835 |
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65,938,655 |
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Accordingly, the foregoing nominees were re-elected to the Companys board of directors.
2. The Say-on-Pay Proposal
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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916,979,034 |
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27,648,827 |
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4,703,323 |
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65,938,655 |
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Accordingly, the say-on-pay proposal was approved.
3. The Say-on-Frequency Proposal
Votes for One Year |
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Votes for Two Years |
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Votes for Three Years |
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Abstentions |
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Broker Non-Votes |
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334,846,866 |
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14,444,731 |
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595,463,722 |
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4,575,865 |
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65,938,655 |
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Accordingly, the frequency at which future advisory votes on executive compensation will be held is every three years.
4. Approval of the 2011 Nonemployee Director Incentive Plan
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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681,646,311 |
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259,452,383 |
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8,232,490 |
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65,938,655 |
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Accordingly, the director plan proposal was approved.
5. The Name Change Proposal
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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1,010,844,499 |
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3,025,065 |
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1,400,275 |
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0 |
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Accordingly, the name change proposal was approved.
6. The Auditor Ratification Proposal
For |
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Against |
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Abstentions |
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Broker Non-Votes |
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1,012,537,474 |
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1,918,423 |
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813,942 |
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0 |
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Accordingly, the auditor ratification proposal was approved.
Item 8.01. Other Events
Notice of Redemption
Pursuant to the terms of its Restated Certificate of Incorporation, on September 7, 2011, the Company mailed a notice of redemption (the Redemption Notice) to holders of its Liberty Capital common stock and Liberty Starz common stock in connection with the redemptions required to effect the Split-Off.
The Redemption Notice is being filed herewith as Exhibit 99.1 to this Form 8-K in compliance with Rule 425 of the Securities Act of 1933, as amended (the Securities Act), and is hereby incorporated by reference into this Item 8.01.
Transcript of the Annual Meeting
Following the adjournment of the Annual Meeting, Greg Maffei, the Companys President and CEO, and John Malone, the Chairman of the Companys board of directors, commented on certain aspects of the Companys businesses and operations and answered questions from shareholders in attendance.
The portions of the transcript of the Annual Meeting that relate to the discussion of the Split-Off are being filed herewith as Exhibit 99.2 to this Form 8-K in compliance with Rule 425 of the Securities Act, and are hereby incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
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Name |
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99.1 |
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Notice of Redemption |
99.2 |
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Excerpts of transcript of annual meeting relating to the proposed split-off |
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: September 9, 2011 |
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LIBERTY MEDIA CORPORATION | |
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By: |
/s/ Wade Haufschild |
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Name: Wade Haufschild |
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Title: Vice President |