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

 

001-33982

 

84-1288730

(State or other jurisdiction of

incorporation or organization)

 

(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):

 

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 Company’s 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 Company’s 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 Company’s Liberty Capital and Liberty Starz tracking stock groups (the “Split-Off”); and (6) a proposal to ratify the selection of KPMG LLP as the Company’s 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 Company’s Board of Directors

 

Director Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Evan D. Malone

 

892,105,842

 

57,225,342

 

65,938,655

 

David E. Rapley

 

895,109,426

 

54,221,758

 

65,938,655

 

Larry E. Romrell

 

942,400,349

 

6,930,835

 

65,938,655

 

 

Accordingly, the foregoing nominees were re-elected to the Company’s board of directors.

 

2. The Say-on-Pay Proposal

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

916,979,034

 

27,648,827

 

4,703,323

 

65,938,655

 

 

Accordingly, the say-on-pay proposal was approved.

 

3. The Say-on-Frequency Proposal

 

Votes for One Year

 

Votes for Two Years

 

Votes for Three Years

 

Abstentions

 

Broker Non-Votes

 

334,846,866

 

14,444,731

 

595,463,722

 

4,575,865

 

65,938,655

 

 

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

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

681,646,311

 

259,452,383

 

8,232,490

 

65,938,655

 

 

Accordingly, the director plan proposal was approved.

 

5. The Name Change Proposal

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

1,010,844,499

 

3,025,065

 

1,400,275

 

0

 

 

1



 

Accordingly, the name change proposal was approved.

 

6. The Auditor Ratification Proposal

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

1,012,537,474

 

1,918,423

 

813,942

 

0

 

 

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 Company’s President and CEO, and John Malone, the Chairman of the Company’s board of directors, commented on certain aspects of the Company’s 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.

 

Name

 

 

 

99.1

 

Notice of Redemption

99.2

 

Excerpts of transcript of annual meeting relating to the proposed split-off

 

2



 

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

 

 

 

 

LIBERTY MEDIA CORPORATION

 

 

 

 

 

By:

/s/ Wade Haufschild

 

 

Name: Wade Haufschild

 

 

Title: Vice President

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Name

 

 

 

99.1

 

Notice of Redemption

99.2

 

Excerpts of transcript of annual meeting relating to the proposed split-off

 

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