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QURATE RETAIL, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112 (720) 875-5300 |
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DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 2024 annual meeting of stockholders of Qurate Retail, Inc. to be held at 9:00 a.m., Mountain time, on June 10, 2024. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2024. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 10, 2024.
At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning the proxy card if you received a paper copy of the proxy materials by mail. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.
Thank you for your cooperation and continued support and interest in Qurate Retail.
Very truly yours,
David Rawlinson II
President and Chief Executive Officer
April 25, 2024 The Notice of Internet Availability of Proxy Materials is first being mailed on or about April 29, 2024, and the proxy materials relating to the annual meeting will first be made available on or about the same date.
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NOTICE OF 2024 ANNUAL MEETING OF
STOCKHOLDERS |
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| MEETING DATE & TIME | | | | VIRTUAL MEETING LOCATION | | | | RECORD DATE | |
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June 10, 2024,
at 9:00 a.m. MT |
| | | You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2024. | | | | 5:00 p.m., New York City time, on April 16, 2024 | |
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PROPOSAL
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BOARD
RECOMMENDATION |
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PAGE
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1
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A proposal (which we refer to as the election of directors proposal) to elect Richard N. Barton, David Rawlinson II and Gregory B. Maffei to continue serving as Class II members of our Board until the 2027 annual meeting of stockholders or their earlier resignation or removal.
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FOR each director
nominee |
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2
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A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024.
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FOR
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3
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A proposal (which we refer to as the say-on-pay proposal) to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Compensation.”
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FOR
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| | | | You may also be asked to consider and vote on such other business as may properly come before the annual meeting. | |
| YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting. You may vote electronically during the annual meeting or by proxy prior to the meeting by telephone, via the Internet or by mail: | | |||||||||||||||||||||
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Internet
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Virtual Meeting
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Phone
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Mail
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| Vote online at www.proxyvote.com | | |
Vote live during the annual
meeting at the URL above |
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Vote by calling
1-800-690-6903 (toll free) in the United States or Canada |
| | Vote by returning a properly completed, signed and dated proxy card | |
| WHO MAY VOTE | | | WHO MAY NOT VOTE | |
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Holders of record of our Series A common stock, par value $0.01 per share, and our Series B common stock, par value $0.01 per share, as of the record date will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof.
These holders will vote together as a single class on each proposal.
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| | Holders of record of our 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, are not entitled to any voting powers, except as specified in the Certificate of Designations relating to such shares or as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting. | |
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| | | | | A-1 | | |
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360networks
|
| | | 360networks Corporation | |
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Atlanta Braves Holdings
|
| | | Atlanta Braves Holdings, Inc. | |
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Charter
|
| | | Charter Communications, Inc. | |
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Contrarius
|
| | | Contrarius Investment Management Limited | |
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Contrarius Bermuda
|
| | | Contrarius Investment Management (Bermuda) Limited | |
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Discovery
|
| | | Discovery, Inc. (formerly Discovery Communications) (Warner Bros. Discovery’s predecessor) | |
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Discovery Communications
|
| | | Discovery Communications, Inc. | |
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Expedia
|
| | | Expedia, Inc. | |
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FPR
|
| | | FPR Partners, LLC | |
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FW Cook
|
| | | Frederic W. Cook & Co., Inc. | |
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GCI Liberty
|
| | | GCI Liberty, Inc. | |
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Glassdoor
|
| | | Glassdoor, Inc. | |
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Grainger
|
| | | W. W. Grainger, Inc. | |
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LGI
|
| | | Liberty Global, Inc. (LGP’s predecessor) | |
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LGP
|
| | | Liberty Global plc | |
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Liberty Broadband
|
| | | Liberty Broadband Corporation | |
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Liberty Expedia
|
| | | Liberty Expedia Holdings, Inc. | |
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Liberty Media
|
| | | Liberty Media Corporation (including predecessors) | |
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Liberty TripAdvisor
|
| | | Liberty TripAdvisor Holdings, Inc. | |
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Live Nation
|
| | | Live Nation Entertainment, Inc. | |
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LMAC
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| | | Liberty Media Acquisition Corporation | |
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LMI
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| | | Liberty Media International, Inc. (LGI’s predecessor) | |
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Mercer
|
| | | Mercer (US), Inc. | |
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Microsoft
|
| | | Microsoft Corporation | |
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Oracle
|
| | | Oracle Corporation | |
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Qurate Retail
|
| | | Qurate Retail, Inc. | |
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Sirius XM
|
| | | Sirius XM Holdings Inc. | |
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TCI
|
| | | Telecommunications, Inc. | |
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Tripadvisor
|
| | | Tripadvisor, Inc. | |
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Vanguard
|
| | | The Vanguard Group | |
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Warner Bros. Discovery
|
| | | Warner Bros. Discovery, Inc. | |
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Zillow
|
| | | Zillow Group, Inc. | |
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QURATE RETAIL, INC. / 7
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RECOMMENDATION OF OUR BOARD OF DIRECTORS
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Our Board of Directors has unanimously approved each of the proposals for inclusion in the proxy materials and recommends that you vote FOR the election of each director nominee and FOR the auditors ratification proposal and FOR the say-on-pay proposal.
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8 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 9
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10 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 11
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What am I being asked to vote on and how should I vote?
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OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
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The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.
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12 / 2024 PROXY STATEMENT
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Committee Memberships
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Name and Principal Occupation
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Director
Since |
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Executive
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Compensation
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Nominating &
Corporate Governance |
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Audit
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Non-Liberty Public
Board Directorships(1) |
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Class II directors who will stand for election this year.
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RICHARD N. BARTON
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2016
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M
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2
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GREGORY B. MAFFEI
(BOARD CHAIRMAN) |
| | | | | 2005 | | |
M
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1
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DAVID RAWLINSON II
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| | | | | 2022 | | |
M
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1
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Class III directors who will stand for election in 2025
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JOHN C. MALONE
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| | | | | 1994 | | |
M
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2
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M. IAN G. GILCHRIST
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2009
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M
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C
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—
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ANDREA L. WONG
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2010
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M
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C
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2
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Class I directors who will stand for election in 2026
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FIONA P. DIAS
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2017
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M
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M
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1
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EVAN D. MALONE
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| | | | | 2008 | | | | | | | | | | | | | | |
—
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LARRY E. ROMRELL
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1999(2)
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C
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M
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1
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C = Chairperson
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M = Member
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QURATE RETAIL, INC. / 13
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14 / 2024 PROXY STATEMENT
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Richard N. Barton
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Director Since: December 2016
Age: 56 Committees: Nominating & Corporate Governance Independent Director |
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Professional Background:
•
Co-founder and Chief Executive Officer of Zillow since February 2019, and Chief Executive Officer December 2004 – September 2010
•
Co-founder of Glassdoor and served as its Non-Executive Chairman from June 2007 to June 2018
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Venture partner at Benchmark Capital, a venture capital firm, from 2005 to 2018
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Founded Expedia as a group within Microsoft in 1994, which was spun out as Expedia in 1999; served as its Chief Executive Officer and President from 1999 to 2003
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Public Company Directorships:
Non-Liberty Public Company Directorships:
•
Zillow (December 2004 – present; Executive Chairman, September 2010 – February 2019)
•
Netflix, Inc. (2002 – present)
Former Public Company Directorships:
•
Altimeter Growth Corp. 2 (January 2021 – March 2022)
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Altimeter Growth Corp. (September 2020 – December 2021)
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Glassdoor (Non-Executive Chairman, June 2007 – June 2018)
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Expedia (1999 – 2003)
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Ticketmaster Entertainment, Inc. (December 2001 – August 2002)
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QURATE RETAIL, INC. / 15
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Gregory B. Maffei
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Chairman of the Board
Director Since: November 2005, Chairman since March 2018 Age: 63 Committees: Executive |
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Professional Background:
•
President and Chief Executive Officer of our company from February 2006 to March 2018, having served as its CEO-Elect from November 2005 through February 2006; Chairman of the Board since March 2018
•
President and Chief Executive Officer of Liberty Media since May 2007
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President and Chief Executive Officer of Liberty Broadband since June 2014
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President and Chief Executive Officer of Liberty TripAdvisor since July 2013
•
President and Chief Executive Officer of Atlanta Braves Holdings since December 2022
•
President and Chief Executive Officer of GCI Liberty from March 2018 until its combination with Liberty Broadband in December 2020
•
President and Chief Executive Officer of LMAC from November 2020 until its liquidation and dissolution in December 2022
•
Previously President and Chief Financial Officer of Oracle, Chairman, President and Chief Executive Officer of 360networks, and Chief Financial Officer of Microsoft
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Public Company Directorships:
•
Liberty Media (May 2007 – present)
•
Atlanta Braves Holdings (December 2022 – present; Chairman of the Board, July 2023 – present)
•
Sirius XM (March 2009 – present; Chairman of the Board, April 2013 – present)
•
Live Nation (February 2011 – present; Chairman of the Board, March 2013 – present)
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Liberty TripAdvisor (July 2013 – present; Chairman of the Board, June 2015 – present)
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Tripadvisor (Chairman of the Board, February 2013 – present)
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Liberty Broadband (June 2014 – present)
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Charter (May 2013 – present)
Non-Liberty Public Company Directorships:
•
Zillow (February 2015 – present)
Former Public Company Directorships:
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LMAC (November 2020 – December 2022; Chairman of the Board, April 2021 – December 2022)
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GCI Liberty (March 2018 – December 2020)
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Zillow, Inc. (Zillow’s predecessor) (May 2005 – February 2015)
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DIRECTV and predecessors (February 2008 – June 2010)
•
•
Electronic Arts, Inc. (June 2003 – July 2013)
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Barnes & Noble, Inc. (September 2011 – April 2014)
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STARZ (Chairman of the Board, January 2013 – December 2016)
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Pandora Media, Inc. (September 2017 – February 2019)
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16 / 2024 PROXY STATEMENT
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David Rawlinson II
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President and Chief Executive Officer
Director Since: January 2022 Age: 48 Committees: Executive |
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Professional Background:
•
Chief Executive Officer and President of our company and QVC, Inc. since October 2021, previously President and CEO-Elect from August 2021 to September 2021
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Chief Executive Officer of NielsenIQ (formerly Nielsen Global Connect) from February 2020 to March 2021
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President of Global Online Business at Grainger from November 2015 to February 2020, joined Grainger in July 2012 and previously held other executive roles with Grainger
•
Previously held executive roles at Exelis, Inc. (formerly ITT Corp.) from 2009 to 2012
•
Previously served as a White House Fellow and held appointed positions in both the Bush and Obama administrations; in the Obama administration served as a senior advisor for economic policy with the White House National Economic Council
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Public Company Directorships:
Non-Liberty Public Company Directorships:
•
Discover Financial Services (February 2021 – present)
Former Public Company Directorships:
•
Nielsen Holdings plc (February 2017 – March 2021)
•
MonotaRO Co., Ltd. (2014 – 2019)
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QURATE RETAIL, INC. / 17
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John C. Malone
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Director Since: 1994
Age: 83 Committees: Executive |
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Professional Background:
•
Director of our company since its inception in 1994 and Chairman of the Board from its inception in 1994 to March 2018 and Chief Executive Officer from August 2005 to February 2006
•
Chairman of the Board of TCI from November 1996 to March 1999 when it was acquired by AT&T Corp., and Chief Executive Officer of TCI from January 1994 to March 1997
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Public Company Directorships:
•
Liberty Media (December 2010 – present; Chairman of the Board, August 2011 – present)
•
Liberty Broadband (Chairman of the Board, November 2014 – present)
Non-Liberty Public Company Directorships:
•
Warner Bros. Discovery (April 2022 – present)
•
LGP (Chairman of the Board, June 2013 – present)
Former Public Company Directorships:
•
GCI Liberty (Chairman of the Board, March 2018 – December 2020)
•
Liberty Expedia (Chairman of the Board, November 2016 – July 2019)
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Liberty Latin America Ltd. (December 2017 – December 2019)
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Discovery (September 2008 – April 2022)
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Discovery Holding Company (predecessor of Discovery Communications) (March 2005 – September 2008; Chairman of the Board, May 2005 – September 2008)
•
LGI (Chairman of the Board, June 2005 – June 2013)
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LMI (March 2004 – June 2005)
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UnitedGlobalCom, Inc. (June 2005 – January 2022)
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Lions Gate Entertainment Corp. (March 2015 – September 2018)
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Charter (May 2013 – July 2018)
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Expedia (August 2005 – November 2012; December 2012 – December 2017)
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Liberty TripAdvisor (August 2014 – June 2015)
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Sirius XM (April 2009 – May 2013)
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Ascent Capital Group, Inc. (January 2010 – September 2012)
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Live Nation (January 2010 – February 2011)
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DIRECTV (including predecessors) (Chairman of the Board, February 2008 – June 2010)
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IAC/InterActiveCorp (May 2006 – June 2010)
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18 / 2024 PROXY STATEMENT
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M. Ian G. Gilchrist
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Director Since: July 2009
Age: 74 Committees: Audit (Chair); Compensation Independent Director |
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Professional Background:
•
Director and President of Trine Acquisition Corp. from March 2019 to December 2020
•
Various officer positions including Managing Director at Citigroup Inc./Salomon Brothers Inc. from 1995 to 2008, CS First Boston Corporation from 1988 to 1995, and Blyth Eastman Paine Webber from 1982 to 1988 and served as a Vice President of Warburg Paribas Becker Incorporated from 1976 to 1982
•
Previously worked in the venture capital field and as an investment analyst
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Public Company Directorships:
•
Liberty Media (September 2011 – present)
Non-Liberty Public Company Directorships: None
Former Public Company Directorships:
•
Trine Acquisition Corp. (March 2019 – December 2020)
•
Ackerley Communications, Inc. (1995 – 2000)
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Andrea L. Wong
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Director Since: April 2010
Age: 57 Committees: Compensation; Nominating & Corporate Governance (Chair) Independent Director |
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Professional Background:
•
President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment from September 2011 to March 2017
•
President and Chief Executive Officer of Lifetime Entertainment Services from 2007 to April 2010
•
Served as an Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company, from 2003 to 2007
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Public Company Directorships:
•
Liberty Media (September 2011 – present)
Non-Liberty Public Company Directorships:
•
Hudson Pacific Properties, Inc. (August 2017 – present)
•
Roblox Corporation (August 2020 – present)
Former Public Company Directorships:
•
Oaktree Acquisition Corp. II (September 2020 – June 2022)
•
Oaktree Acquisition Corp. (July 2019 – January 2021)
•
Social Capital Hedosophia Holdings Corp. (September 2017 – October 2019)
•
Hudson’s Bay Company (September 2014 – March 2020)
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QURATE RETAIL, INC. / 19
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Fiona P. Dias
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Director Since: December 2017
Age: 58 Committees: Audit; Nominating & Corporate Governance Independent Director |
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Ms. Dias was appointed to our Board in connection with the closing of the HSN, Inc. acquisition and pursuant to the terms of the merger agreement for the transaction.
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Professional Background:
•
Digital commerce consultant since 2014, including practicing with Ryan Retail Consulting, a global firm, since January 2015
•
Chief Strategy Officer of ShopRunner, an online shopping service, from August 2011 to October 2014
•
Executive Vice President, Strategy & Marketing, of GSI Commerce, Inc., a provider of digital commerce solutions, from February 2007 to June 2011
•
Previously Executive Vice President and Chief Marketing Officer of Circuit City Stores, Inc., a specialty retailer of consumer electronics, and also held senior marketing positions with PepsiCo, Pennzoil-Quaker State Company and The Procter & Gamble Company
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Public Company Directorships:
Non-Liberty Public Company Directorships:
•
Anywhere Real Estate, Inc. (formerly Realogy Holdings Corp.) (June 2013 – present)
Former Public Company Directorships:
•
Advance Auto Parts, Inc. (September 2009 – May 2019)
•
HSN, Inc. (July 2016 – December 2017)
•
Choice Hotels International, Inc. (November 2004 – April 2012)
•
Berkshire Grey Inc. (July 2021 – July 2023)
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Evan D. Malone
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Director Since: August 2008
Age: 53 |
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Professional Background:
•
President of NextFab Studio, LLC (provides manufacturing-related technical training, product development, and business acceleration services) since June 2009
•
Owner and manager of 1525 South Street LLC (real estate property and management company) since January 2008
•
Applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001
•
Director and president of the NextFab Foundation (IRS 501(c)(3) private operating foundation, which provides manufacturing-related technology and education to communities affected by economic or humanitarian distress) since November 2016
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Public Company Directorships:
•
Liberty Media (September 2011 – present)
•
Sirius XM (May 2013 – present)
Non-Liberty Public Company Directorships: None
Former Public Company Directorships: None
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20 / 2024 PROXY STATEMENT
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Larry E. Romrell
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Director Since: December 2011, previously served March 1999 – September 2011
Age: 84 Committees: Audit; Compensation (Chair) Independent Director |
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Professional Background:
•
Held numerous executive positions with TCI from 1991 to 1999
•
Previously held various executive positions with Westmarc Communications, Inc.
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| |
Public Company Directorships:
•
Liberty Media (September 2011 – present)
•
Liberty TripAdvisor (August 2014 – present)
Non-Liberty Public Company Directorships:
•
LGP (July 2013 – present)
Former Public Company Directorships:
•
LGI (June 2005 – June 2013)
•
LMI (May 2004 – June 2005)
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QURATE RETAIL, INC. / 21
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22 / 2024 PROXY STATEMENT
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Board Diversity Matrix (as of April 25, 2024)
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Total Number of Directors
|
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9
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| | | |
Female
|
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Male
|
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Non-Binary
|
| |
Did Not Disclose
Gender |
| ||||||||||||
| Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Directors | | | | | 2 | | | | | | 7 | | | | | | | | | — | | | | | | — | | |
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| African American or Black | | | | | — | | | | | | 1 | | | | | | | | | — | | | | | | — | | |
| Alaskan Native or American Indian | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | |
| Asian | | | | | 2 | | | | | | — | | | | | | | | | — | | | | | | — | | |
| Hispanic or Latinx | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | |
| Native Hawaiian or Pacific Islander | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | |
| White | | | | | — | | | | | | 6 | | | | | | | | | — | | | | | | — | | |
| Two or More Races or Ethnicities | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | |
| LGBTQ+ | | | | | | | | | | | | | | | | | | | | 1 | | | | | | | | |
| Did Not Disclose Demographic Background | | | | | | | | | | | | | | | | | | | | — | | | | | | | | |
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QURATE RETAIL, INC. / 23
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24 / 2024 PROXY STATEMENT
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AUDIT COMMITTEE OVERVIEW
|
| |||
|
5 meetings in 2023
Chair
M. Ian G. Gilchrist*
Other Members
Fiona P. Dias Larry E. Romrell
*Our Board of Directors has
determined that Mr. Gilchrist is an “audit committee financial expert” under applicable SEC rules and regulations
Audit Committee Report, page 36
|
| |
The audit committee reviews and monitors the corporate accounting and financial reporting and the internal and external audits of our company. The committee’s functions include, among other things:
•
Appointing or replacing our independent auditors;
•
Reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of our audits with our independent auditors;
•
Reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors;
•
Reviewing compliance with and the adequacy of our existing major accounting and financial reporting policies;
•
Reviewing our management’s procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices;
•
Confirming compliance with applicable SEC and stock exchange rules; and
•
Preparing a report for our annual proxy statement.
|
|
| | | | | |
|
EXECUTIVE COMMITTEE OVERVIEW
|
| |||
|
Members
John C. Malone Gregory B. Maffei David Rawlinson II |
| |
Our executive committee may exercise all the powers and authority of our Board of Directors in the management of our business and affairs (except as specifically prohibited by the General Corporation Law of the State of Delaware). This includes the power and authority to authorize the issuance of shares of our capital stock.
No meetings of the executive committee were held in 2023.
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QURATE RETAIL, INC. / 25
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COMPENSATION COMMITTEE OVERVIEW
|
| |||
|
5 meetings in 2023
Chair
Larry E. Romrell
Other Members
M. Ian G. Gilchrist Andrea L. Wong
Compensation Committee
Report, page 52 |
| |
The compensation committee assists the Board in discharging its responsibilities relating to compensation of our company’s executives. The committee’s functions include, among other things:
•
Review and approve corporate goals and objectives relevant to the compensation of our Chairman of the Board, Chief Executive Officer and our other executive officers;
•
Review and approve the compensation of our Chief Executive Officer, Chief Legal Officer, Chief Administrative Officer, Chief Accounting Officer and Principal Financial Officer;
•
Oversee the compensation of the chief executive officers of our non-public operating subsidiaries;
•
Make recommendations to our Board and administer any incentive-compensation plans and equity-based plans; and
•
Produce a report on executive compensation for our annual proxy statement.
For a description of our processes and policies for consideration and determination of executive compensation, including the role of our Chairman of the Board and outside consultants in determining or recommending amounts and/or forms of compensation, see “Executive Compensation—Compensation Discussion and Analysis.” A subcommittee, whose members are Larry E. Romrell and Andrea L. Wong, was formed in 2017 to review compensation matters for purposes of Section 16 of the Exchange Act and Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code).
|
|
| | | | | |
|
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW
|
| |||
|
2 meeting in 2023
Chair
Andrea L. Wong
Other Members
Richard N. Barton Fiona P. Dias |
| |
The nominating and corporate governance committee functions include, among other things:
•
Identify individuals qualified to become Board members consistent with criteria established or approved by our Board of Directors, with the assistance of the committee, from time to time;
•
Identify director nominees for upcoming annual meetings;
•
Develop corporate governance guidelines applicable to our company; and
•
Oversee the evaluation of our Board and management.
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26 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 27
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28 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 29
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30 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 31
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|
|
Name(1)
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Stock
Awards ($)(2) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) |
| |
All other
compensation ($)(4) |
| |
Total
($) |
| |||||||||||||||
| John C. Malone | | | | | — | | | | | | — | | | | | | — | | | | | | 321,645(5)(6)(7) | | | | | | 321,645 | | |
| Richard N. Barton | | | | | 128,650 | | | | | | — | | | | | | 18,381 | | | | | | — | | | | | | 147,031 | | |
| Fiona P. Dias | | | | | 158,650 | | | | | | — | | | | | | — | | | | | | 2,150(8) | | | | | | 160,800 | | |
| M. Ian G. Gilchrist | | | | | 168,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 168,650 | | |
| Evan D. Malone | | | | | 118,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 118,650 | | |
| Larry E. Romrell | | | | | 168,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 168,650 | | |
| Andrea L. Wong | | | | | 148,650 | | | | | | — | | | | | | 62,143 | | | | | | — | | | | | | 210,793 | | |
| | | |
John C.
Malone |
| |
Richard N.
Barton |
| |
Fiona P.
Dias |
| |
M. Ian G.
Gilchrist |
| |
Evan D.
Malone |
| |
Larry E.
Romrell |
| |
Andrea L.
Wong |
| |||||||||||||||||||||
| Options (#) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| QRTEA | | | | | — | | | | | | 163,552 | | | | | | — | | | | | | 136,354 | | | | | | — | | | | | | 163,552 | | | | | | 46,059 | | |
| RSUs & Deferred Share Units (#) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| QRTEA | | | | | — | | | | | | — | | | | | | 17,254 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| QRTEP | | | | | — | | | | | | — | | | | | | 269 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Name
|
| |
2023 Above
Market Earnings on Accrued Interest ($) |
| |||
| Richard N. Barton | | | | | 18,381 | | |
| Andrea L. Wong | | | | | 62,143 | | |
|
32 / 2024 PROXY STATEMENT
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|
| | | |
Amounts ($)
|
| |||
| Reimbursement for personal accounting services | | | | | 15,000 | | |
| Compensation related to personal use of corporate aircraft(a) | | | | | 80,730 | | |
| Tax payments made on behalf of Mr. Malone | | | | | 214,613 | | |
|
QURATE RETAIL, INC. / 33
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|
|
What am I being asked to vote on and how should I vote?
|
|
|
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
|
| |
|
|
|
The Board of Directors recommends that you vote FOR this proposal because KPMG LLP is an independent firm with few ancillary services and reasonable fees, and has significant industry and financial reporting expertise.
|
|
| | | |
2023
|
| |
2022
|
| ||||||
| Audit fees | | | | $ | 8,591,000 | | | | | | 9,774,700 | | |
| Audit related fees | | | | | — | | | | | | — | | |
|
Audit and audit related fees
|
| | | | 8,591,000 | | | | | | 9,774,700 | | |
| Tax fees(1) | | | | | 527,000 | | | | | | 731,000 | | |
|
Total fees
|
| | | $ | 9,118,000 | | | | | | 10,505,700 | | |
|
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34 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 35
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36 / 2024 PROXY STATEMENT
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|
|
What am I being asked to vote on and how should I vote?
|
|
|
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
|
| |
|
|
|
The Board of Directors recommends that you vote FOR this proposal because the compensation structure is aligned with our ultimate goal of appropriately motivating our executives to increase long-term stockholder value.
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QURATE RETAIL, INC. / 37
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|
| |
Brian J. Wendling
|
| |
Principal Financial Officer and Chief Accounting Officer
Age: 51 |
|
| Current Positions | | | Prior Positions/Experience | |
|
•
Principal Financial Officer and Chief Accounting Officer of our company since July 2019 and January 2020, respectively
•
Principal Financial Officer and Chief Accounting Officer of Liberty Media and Liberty Broadband since July 2019 and January 2020, respectively
•
Principal Financial Officer and Chief Accounting Officer of Atlanta Braves Holdings since December 2022
•
Senior Vice President and Chief Financial Officer of Liberty TripAdvisor since January 2016
•
Director of comScore, Inc. since March 2021
|
| |
•
Principal Financial Officer and Chief Accounting Officer of LMAC from November 2020 – December 2022
•
Principal Financial Officer and Chief Accounting Officer of GCI Liberty from July 2019 and January 2020, respectively – December 2020
•
Senior Vice President and Controller of each of our company, Liberty Media and Liberty Broadband from January 2016 – December 2019 and GCI Liberty from March 2018 – December 2019
•
Senior Vice President and Controller of Liberty TripAdvisor from August 2014 – December 2015
•
Senior Vice President of Liberty Expedia from March 2016 – July 2019
•
Vice President and Controller of our company from November 2011 – December 2015, Liberty Media from November 2011 – December 2015 and Liberty Broadband from October 2014 – December 2015
•
Various positions with Liberty Media and Qurate Retail since 1999
|
|
|
|
| |
Renee L. Wilm
|
| |
Chief Legal Officer and Chief Administrative Officer
Age: 50 |
|
| Current Positions | | | Prior Positions/Experience | |
|
•
Chief Legal Officer and Chief Administrative Officer of our company since September 2019 and January 2021, respectively
•
Chief Executive Officer of Las Vegas Grand Prix, Inc.
since January 2022
•
Chief Legal Officer and Chief Administrative Officer of Atlanta Braves Holdings since December 2022
•
Chief Legal Officer and Chief Administrative Officer of Liberty Media, Liberty TripAdvisor and Liberty Broadband since September 2019 and January 2021, respectively
|
| |
•
Chief Legal Officer and Chief Administrative Officer of LMAC from November 2020 – December 2022 and January 2021 – December 2022, respectively
•
Director of LMAC from January 2021 – December 2022
•
Chief Legal Officer of GCI Liberty from September 2019 – December 2020
•
Prior to September 2019, Senior Partner with the law firm Baker Botts L.L.P., where she represented our company, Liberty Media, Liberty TripAdvisor, Liberty Broadband and GCI Liberty and their predecessors for over twenty years, specializing in mergers and acquisitions, complex capital structures and shareholder arrangements, as well as securities offerings and matters of corporate governance and securities law compliance; while at Baker Botts L.L.P., was a member of the Executive Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York office
|
|
|
38 / 2024 PROXY STATEMENT
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|
| |
GREGORY B.
MAFFEI |
|
| |
Chairman of the Board
|
|
| |
DAVID
RAWLINSON II |
|
| |
President and Chief
Executive Officer |
|
| |
BRIAN J.
WENDLING |
|
| |
Principal Financial Officer and Chief Accounting Officer
|
|
| |
ALBERT E.
ROSENTHALER |
|
| |
Former Chief Corporate Development Officer
|
|
| |
RENEE L.
WILM |
|
| |
Chief Legal Officer and Chief Administrative Officer
|
|
|
|
| |
Compensation Philosophy
|
|
|
Our compensation philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value.
|
|
|
|
| |
WHAT WE DO
|
| | |
|
| |
WHAT WE DO NOT DO
|
|
|
•
A significant portion of compensation is at-risk and performance-based.
•
Performance targets for our executives support the long-term growth of our company.
•
We have a clawback policy and clawback provisions for equity-based incentive compensation.
•
We review our executives’ base salaries on an annual basis.
|
| | |
•
Our compensation practices do not encourage excessive risk taking.
•
We do not provide tax gross-up payments in connection with taxable income from perquisites.
•
We do not engage in liberal share recycling.
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QURATE RETAIL, INC. / 39
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40 / 2024 PROXY STATEMENT
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| | | | | | | | |
|
Pay-Setting
|
| |
|
| |
In making its compensation decision for each named executive officer, our compensation committee considers the following:
•
each element of the named executive officer’s compensation, including salary, performance-based bonus, equity compensation, perquisites and other personal benefits, and weights equity compensation most heavily;
•
the financial performance of our company compared to internal forecasts and budgets;
•
the scope of the named executive officer’s responsibilities;
•
the competitive nature of the compensation packages offered based on general industry knowledge of the retail and commerce industries and periodic use of survey information provided by Mercer and FW Cook; and
•
the performance of the group reporting to the named executive officer.
|
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QURATE RETAIL, INC. / 41
|
|
Individual Performance Bonus
(60% weighting) |
| | | | |
Corporate Performance Bonus
(40% weighting) |
|
•
Based on each named executive officers’ personal, department and corporate related goals
•
Named executive officer provided a self-evaluation of their achievements, and in the case of Messrs. Wendling and Rosenthaler and Ms. Wilm, Mr. Maffei also provided an evaluation
•
Compensation committee reviewed goals, evaluations and achievements before approving a specific payout for each named executive officer
|
| |
|
| |
•
30% based on consolidated financial results of all subsidiaries and major investments within our company, Liberty Media, Liberty TripAdvisor and Liberty Broadband
◦
10% based on consolidated revenue results
◦
10% based on consolidated Adjusted OIBDA results
◦
10% based on consolidated free cash flow results
•
10% based on corporate level achievements such as merger and acquisition activity, investments, financings, sustainability initiatives, SEC/audit compliance, litigation management and tax compliance
|
|
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42 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 43
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|
|
GREGORY B. MAFFEI
|
| |||
| Chairman of the Board | | |||
|
Performance Objectives:
•
Provide leadership to Qurate Retail Group to drive strategies, improve brand and increase shareholder value; support new leadership directives
•
Manage debt management and capital allocation strategies
•
Complete the sale of Zulily
|
| |
•
Support development and goals of management team, corporate development group and investor relations team
•
Continue development of sustainability program
|
|
|
BRIAN J. WENDLING
|
| |||
| Principal Financial Officer and Chief Accounting Officer | | |||
|
Performance Objectives:
•
Ensure timely and accurate internal and external financial reports
•
Maintain a robust control environment at the corporate and subsidiary levels
•
Monitor progress of Project Athens initiatives
|
| |
•
Strengthen the Qurate Retail Group accounting and finance department, including the hire of a new Chief Financial Officer
•
Execute on the sale of Zulily
•
Monitor performance of Comscore investment
|
|
|
ALBERT E. ROSENTHALER
|
| |||
| Former Chief Corporate Development Officer | | |||
|
Performance Objectives:
•
Evaluate strategic investment opportunities; complete the sale of Zulily
•
Assess capital structure and capital allocation
|
| |
•
Continue oversight of tax and corporate development departments
|
|
|
RENEE L. WILM
|
| |||
| Chief Legal Officer and Chief Administrative Officer | | |||
|
Performance Objectives:
•
Evaluate strategic opportunities with corporate development; provide legal support for execution of selected opportunities
•
Evaluate and optimize capital structure and liquidity solutions; provide legal support for execution of selected financings opportunities
•
Support subsidiary legal departments with regard to litigation, corporate matters and compliance matters, including privacy and cybersecurity concerns
|
| |
•
Continue to develop and refine active government affairs program
•
Manage executive compensation arrangements and equity award programs
•
Oversee executive recruiting and talent development at our company and assist with succession planning at QVC
•
Provide support for sustainability initiatives
|
|
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44 / 2024 PROXY STATEMENT
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|
|
Name
|
| |
Qurate Retail
Maximum Individual Bonus |
| |
Percentage Payable
|
| |
Aggregate
Dollar Amount |
| |||||||||
| Gregory B. Maffei | | | | $ | 2,244,000 | | | | | | 75.00% | | | | | $ | 1,683,000 | | |
| Brian J. Wendling | | | | $ | 85,923 | | | | | | 81.25% | | | | | $ | 69,812 | | |
| Albert E. Rosenthaler | | | | $ | 157,204 | | | | | | 81.25% | | | | | $ | 127,728 | | |
| Renee L. Wilm | | | | $ | 158,760 | | | | | | 93.75% | | | | | $ | 148,837 | | |
| | | |
(dollar amounts in millions)
|
| |||||||||||||||
| | | |
2023 Forecast
|
| |
2023 Actual
|
| |
Actual /
Forecast |
| |||||||||
| Revenue(1) | | | | $ | 48,283 | | | | | $ | 48,641 | | | | | | 0.7% | | |
| Adjusted OIBDA(1) | | | | $ | 12,498 | | | | | $ | 12,498 | | | | | | 0.0% | | |
| Free Cash Flow(1)(2) | | | | $ | 4,103 | | | | | $ | 4,340 | | | | | | 5.8% | | |
|
QURATE RETAIL, INC. / 45
|
|
|
Financial Measure
|
| |
Percentage Payable
|
|
| Revenue(1) | | |
7% of a possible 10%
|
|
| Adjusted OIBDA(1) | | |
6% of a possible 10%
|
|
| Free Cash Flow(1)(2) | | |
7% of a possible 10%
|
|
|
Name
|
| |
Qurate Retail
Maximum Corporate Bonus Related to Financial Measures |
| |
Percentage
Payable |
| |
Aggregate
Dollar Amount |
| |||||||||
| Gregory B. Maffei | | | | $ | 1,122,000 | | | | | | 67% | | | | | $ | 748,000 | | |
| Brian J. Wendling | | | | $ | 42,961 | | | | | | 67% | | | | | $ | 28,641 | | |
| Albert E. Rosenthaler | | | | $ | 78,602 | | | | | | 67% | | | | | $ | 52,401 | | |
| Renee L. Wilm | | | | $ | 79,380 | | | | | | 67% | | | | | $ | 52,920 | | |
|
Name
|
| |
Qurate Retail
Maximum Corporate Bonus Related to Corporate-Level Achievements |
| |
Percentage
Payable |
| |
Aggregate
Dollar Amount |
| |||||||||
| Gregory B. Maffei | | | | $ | 374,000 | | | | | | 90% | | | | | $ | 336,600 | | |
| Brian J. Wendling | | | | $ | 14,320 | | | | | | 90% | | | | | $ | 12,888 | | |
| Albert E. Rosenthaler | | | | $ | 26,201 | | | | | | 90% | | | | | $ | 23,581 | | |
| Renee L. Wilm | | | | $ | 26,460 | | | | | | 90% | | | | | $ | 23,814 | | |
|
Name
|
| |
Individual
Performance Bonus |
| |
Corporate
Performance Bonus Related to Financial Measures |
| |
Corporate
Performance Bonus Related to Corporate- Level Achievements |
| |
Total Bonus
|
| ||||||||||||
| Gregory B. Maffei | | | | $ | 1,683,000 | | | | | $ | 748,000 | | | | | $ | 336,600 | | | | | $ | 2,767,600 | | |
| Brian J. Wendling | | | | $ | 69,812 | | | | | $ | 28,641 | | | | | $ | 12,888 | | | | | $ | 111,341 | | |
| Albert E. Rosenthaler | | | | $ | 127,728 | | | | | $ | 52,401 | | | | | $ | 23,581 | | | | | $ | 203,710 | | |
| Renee L. Wilm | | | | $ | 148,837 | | | | | $ | 52,920 | | | | | $ | 23,814 | | | | | $ | 225,572 | | |
|
46 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 47
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48 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 49
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50 / 2024 PROXY STATEMENT
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QURATE RETAIL, INC. / 51
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52 / 2024 PROXY STATEMENT
|
|
|
Name and
Principal Position (as of 12/31/23) |
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($)(2) |
| |
Stock
Awards ($)(3) |
| |
Option
Awards ($)(4) |
| |
Non-Equity
Incentive Plan Compensation ($)(5) |
| |
All Other
Compensation ($)(6)(7)(8) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Gregory B. Maffei
Chairman of the Board |
| | | | 2023 | | | | | | 330,000 | | | | | | — | | | | | | 1,942,628 | | | | | | — | | | | | | 2,767,600 | | | | | | 73,182(9)(10) | | | | | | 5,113,410 | | |
| | | 2022 | | | | | | 390,000 | | | | | | — | | | | | | 1,617,997 | | | | | | — | | | | | | 2,442,050 | | | | | | 241,534(9)(10) | | | | | | 4,691,581 | | | |||
| | | 2021 | | | | | | 510,000 | | | | | | — | | | | | | 17,987,415 | | | | | | — | | | | | | 3,988,200 | | | | | | 517,851(9)(10)(12) | | | | | | 23,003,466 | | | |||
|
David Rawlinson II(13)
President and Chief Executive Officer |
| | | | 2023 | | | | | | 1,250,000 | | | | | | — | | | | | | 2,822,430 | | | | | | — | | | | | | 1,071,974 | | | | | | 2,250 | | | | | | 5,146,654 | | |
| | | 2022 | | | | | | 1,250,000 | | | | | | — | | | | | | 2,926,974 | | | | | | — | | | | | | 781,250 | | | | | | 1,530 | | | | | | 4,959,754 | | | |||
| | | 2021 | | | | | | 520,833 | | | | | | 2,054,966 | | | | | | 6,841,422 | | | | | | 5,948,895 | | | | | | — | | | | | | 859,792(11)(12) | | | | | | 16,225,908 | | | |||
|
Brian J. Wendling
Principal Financial Officer and Chief Accounting Officer |
| | | | 2023 | | | | | | 143,204 | | | | | | — | | | | | | 68,356 | | | | | | — | | | | | | 111,341 | | | | | | 7,837 | | | | | | 330,738 | | |
| | | 2022 | | | | | | 123,986 | | | | | | — | | | | | | 82,228 | | | | | | — | | | | | | 113,231 | | | | | | 6,624 | | | | | | 326,069 | | | |||
| | | 2021 | | | | | | 66,206 | | | | | | — | | | | | | 126,988 | | | | | | — | | | | | | 164,222 | | | | | | 16,685(12) | | | | | | 374,101 | | | |||
|
Albert E. Rosenthaler
Former Chief Corporate Development Officer |
| | | | 2023 | | | | | | 71,456 | | | | | | — | | | | | | 123,482 | | | | | | — | | | | | | 203,710 | | | | | | 2,431 | | | | | | 401,079 | | |
| | | 2022 | | | | | | 102,081 | | | | | | — | | | | | | 148,542 | | | | | | — | | | | | | 207,167 | | | | | | 3,422 | | | | | | 461,212 | | | |||
| | | 2021 | | | | | | 209,226 | | | | | | — | | | | | | 229,401 | | | | | | — | | | | | | 300,460 | | | | | | 31,234(12) | | | | | | 770,321 | | | |||
|
Renee L. Wilm(14)
Chief Legal Officer and Chief Administrative Officer |
| | | | 2023 | | | | | | 132,300 | | | | | | — | | | | | | 123,482 | | | | | | — | | | | | | 225,572 | | | | | | 3,818 | | | | | | 485,172 | | |
| | | 2022 | | | | | | 124,811 | | | | | | — | | | | | | 148,542 | | | | | | — | | | | | | 229,369 | | | | | | 3,519 | | | | | | 506,241 | | | |||
| | | 2021 | | | | | | 220,238 | | | | | | — | | | | | | 229,401 | | | | | | — | | | | | | 314,617 | | | | | | 30,030(12) | | | | | | 794,286 | | |
|
QURATE RETAIL, INC. / 53
|
|
|
Years of Service
|
| |
Vesting
Percentage |
| |||
| Less than 1 | | | | | 0% | | |
| 1 – 2 | | | | | 33% | | |
| 2 – 3 | | | | | 66% | | |
| 3 or more | | | | | 100% | | |
| | | |
Amounts ($)
|
| |||||||||||||||
|
Name
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| Gregory B. Maffei | | | | | 3,630 | | | | | | 3,965 | | | | | | 4,930 | | |
| Brian J. Wendling | | | | | 7,260 | | | | | | 6,100 | | | | | | 3,190 | | |
| Albert E. Rosenthaler | | | | | 1,980 | | | | | | 2,745 | | | | | | 5,510 | | |
| Renee L. Wilm | | | | | 3,630 | | | | | | 3,331 | | | | | | 5,800 | | |
| | | |
Amounts ($)
|
| |||||||||||||||
|
Name
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| Gregory B. Maffei | | | | | 828 | | | | | | 978 | | | | | | 1,279 | | |
| David Rawlinson II | | | | | 2,250 | | | | | | 1,530 | | | | | | 338 | | |
| Brian J. Wendling | | | | | 577 | | | | | | 524 | | | | | | 188 | | |
| Albert E. Rosenthaler | | | | | 451 | | | | | | 677 | | | | | | 1,430 | | |
| Renee L. Wilm | | | | | 188 | | | | | | 188 | | | | | | 342 | | |
| | | |
Amounts ($)
|
| |||||||||||||||
| | | |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
| Compensation related to personal use of corporate aircraft(a) | | | | | 67,294 | | | | | | 234,833 | | | | | | 187,483 | | |
|
54 / 2024 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 55
|
|
|
56 / 2024 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 57
|
|
|
58 / 2024 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 59
|
|
| Chief Executive Officer Total Annual Compensation | | | | $ | 5,146,654 | | |
| Median Employee Total Annual Compensation | | | | $ | 36,096 | | |
| Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | | | | | 143:1 | | |
|
60 / 2024 PROXY STATEMENT
|
|
| | | | | | | | | |
Estimated Future Payouts
under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant
Date Fair Value of Stock and Option Awards ($) |
| |||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Threshold
($)(1) |
| |
Target
($)(1) |
| |
Maximum
($)(1) |
| |
Threshold
(#)(2) |
| |
Target
(#)(2) |
| |
Maximum
(#)(3) |
| ||||||||||||||||||||||||||||||||||||||||||
| Gregory B. Maffei | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 03/03/2023(4) | | | |
—
|
| | | | 1,870,000 | | | | | | 3,740,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEB
|
| | | | 03/03/2023(5) | | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 352,564 | | | | | | 528,846 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,942,628 | | |
| David Rawlinson II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 03/03/2023(4) | | | |
—
|
| | | | 1,562,500 | | | | | | 2,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 03/03/2023(5) | | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,869,159 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,822,430 | | |
| Brian J. Wendling | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 03/03/2023(4) | | | |
—
|
| | | | 71,602 | | | | | | 143,204 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 03/03/2023(5) | | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 45,269 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,356 | | |
| Albert E. Rosenthaler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 03/03/2023(4) | | | |
—
|
| | | | 131,004 | | | | | | 262,007 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 03/03/2023(5) | | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 81,776 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 123,482 | | |
| Renee L. Wilm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 03/03/2023(4) | | | |
—
|
| | | | 132,300 | | | | | | 264,600 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 03/03/2023(5) | | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 81,776 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 123,482 | | |
|
QURATE RETAIL, INC. / 61
|
|
| | | |
Option awards
|
| |
Stock awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| |||||||||||||||||||||||||||
| Gregory B. Maffei | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 411,804 | | | | | | — | | | | | | — | | | | | | 12.50 | | | | | | 12/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 4,422,819 | | | | | | — | | | | | | — | | | | | | 3.98 | | | | | | 12/15/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | — | | | | | | 1,309,581(1) | | | | | | — | | | | | | 8.84 | | | | | | 12/10/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEB
|
| | | | 315,980 | | | | | | — | | | | | | — | | | | | | 11.59 | | | | | | 05/11/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEB
|
| | | | 360,087 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 03/05/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEB
|
| | | | 46,671 | | | | | | — | | | | | | — | | | | | | 8.76 | | | | | | 03/06/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 352,564(2) | | | | | | 2,305,769 | | |
| Restricted Share Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,101,321(3) | | | | | | 7,202,639 | | | | | | — | | | | | | — | | |
| David Rawlinson II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 666,591 | | | | | | 666,593(4) | | | | | | — | | | | | | 8.98 | | | | | | 08/18/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,869,159(2) | | | | | | 1,644,860 | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 147,571(5)(6) | | | | | | 129,862 | | | | | | — | | | | | | — | | |
| Brian J. Wendling | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 72,866 | | | | | | — | | | | | | — | | | | | | 8.84 | | | | | | 12/10/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 45,269(2) | | | | | | 39,837 | | |
| Albert E. Rosenthaler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 12,268 | | | | | | — | | | | | | — | | | | | | 12.50 | | | | | | 12/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 131,629 | | | | | | — | | | | | | — | | | | | | 8.84 | | | | | | 12/10/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 81,776(2) | | | | | | 71,963 | | |
| Renee L. Wilm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 634,624 | | | | | | — | | | | | | — | | | | | | 4.99 | | | | | | 11/13/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 35,445 | | | | | | — | | | | | | — | | | | | | 8.84 | | | | | | 12/10/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 81,776(2) | | | | | | 71,963 | | |
|
62 / 2024 PROXY STATEMENT
|
|
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
shares acquired on exercise (#) |
| |
Value
realized on exercise ($) |
| |
Number of
shares acquired on vesting (#)(1) |
| |
Value
realized on vesting ($) |
| ||||||||||||
| Gregory B. Maffei | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | 326,868 | | | | | | 1,689,908 | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| David Rawlinson II | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 386,021 | | | | | | 403,396 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Brian J. Wendling | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 16,747 | | | | | | 18,589 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Albert E. Rosenthaler | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 30,253 | | | | | | 33,581 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Renee L. Wilm | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 30,253 | | | | | | 33,581 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QURATE RETAIL, INC. / 63
|
|
|
64 / 2024 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 65
|
|
|
66 / 2024 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 67
|
|
|
Name
|
| |
Voluntary
Termination Without Good Reason ($) |
| |
Termination
for Cause ($) |
| |
Termination
Without Cause or for Good Reason ($) |
| |
Death
($) |
| |
Disability
($) |
| |
After a Change
in Control ($) |
| ||||||||||||||||||
| Gregory B. Maffei | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance | | | | | 1,870,000(1) | | | | | | — | | | | | | 8,250,000(2) | | | | | | 8,250,000(2) | | | | | | 8,250,000(2) | | | | | | — | | |
| Options | | | | | —(3) | | | | | | —(4) | | | | | | —(5) | | | | | | —(5) | | | | | | —(5) | | | | | | —(6) | | |
| RSUs and Restricted Shares | | | | | 2,305,769(3) | | | | | | 2,305,769(4) | | | | | | 9,508,408(5) | | | | | | 9,508,408(5) | | | | | | 9,508,408(5) | | | | | | 2,305,769(6) | | |
| Perquisites(7) | | | | | — | | | | | | — | | | | | | 101,475 | | | | | | — | | | | | | 101,475 | | | | | | — | | |
|
Total
|
| | | | 4,175,769 | | | | | | 2,305,769 | | | | | | 17,859,883 | | | | | | 17,758,408 | | | | | | 17,859,883 | | | | | | 2,305,769 | | |
| David Rawlinson II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Compensation Continuing Payment | | | | | — | | | | | | — | | | | | | — | | | | | | 1,250,000(8) | | | | | | 1,250,000(8) | | | | | | — | | |
| Severance | | | | | — | | | | | | — | | | | | | 4,218,750(9) | | | | | | — | | | | | | — | | | | | | — | | |
| Options | | | | | —(10) | | | | | | —(11) | | | | | | —(12) | | | | | | —(13) | | | | | | —(13) | | | | | | —(14) | | |
| RSUs | | | | | —(10) | | | | | | —(11) | | | | | | 1,478,648(12) | | | | | | 1,774,722(13) | | | | | | 1,774,722(13) | | | | | | 1,774,722(14) | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 5,697,398 | | | | | | 3,024,722 | | | | | | 3,024,722 | | | | | | 1,774,722 | | |
| Brian J. Wendling | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | | | | —(10) | | | | | | —(11) | | | | | | —(12) | | | | | | —(13) | | | | | | —(13) | | | | | | —(14) | | |
| RSUs | | | | | —(10) | | | | | | —(11) | | | | | | 39,837(12) | | | | | | 39,837(13) | | | | | | 39,837(13) | | | | | | 39,837(14) | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 39,837 | | | | | | 39,837 | | | | | | 39,837 | | | | | | 39,837 | | |
| Albert E. Rosenthaler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | | | | —(10) | | | | | | —(11) | | | | | | —(12) | | | | | | —(13) | | | | | | —(13) | | | | | | —(14) | | |
| RSUs | | | | | —(10) | | | | | | —(11) | | | | | | 71,963(12) | | | | | | 71,963(13) | | | | | | 71,963(13) | | | | | | 71,963(14) | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 71,963 | | | | | | 71,963 | | | | | | 71,963 | | | | | | 71,963 | | |
| Renee L. Wilm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | | | | —(10) | | | | | | —(11) | | | | | | —(12) | | | | | | —(13) | | | | | | —(13) | | | | | | —(14) | | |
| RSUs | | | | | —(10) | | | | | | —(11) | | | | | | 71,963(12) | | | | | | 71,963(13) | | | | | | 71,963(13) | | | | | | 71,963(14) | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 71,963 | | | | | | 71,963 | | | | | | 71,963 | | | | | | 71,963 | | |
|
68 / 2024 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 69
|
|
|
70 / 2024 PROXY STATEMENT
|
|
| | | | Current PEO(1) | | | Former PEO(1) | | | Non-PEO NEOs(1) | | | Value of initial fixed $100 investment based on: | | | (millions) | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Year | | | Summary Compensation Table Total for Current PEO ($)(2) | | | Compensation Actually Paid to Current PEO ($)(3) | | | Summary Compensation Table Total for Former PEO ($)(2) | | | Compensation Actually Paid to Former PEO ($)(3) | | | Average Summary Compensation Table Total for non-PEO NEOs ($)(2) | | | Average Compensation Actually Paid to non-PEO NEOs ($)(3) | | | Total Shareholder Return (“TSR”) ($)(4) | | | Peer Group Total TSR ($)(5) | | | Net Income ($)(6) | | | ($)(7) | | ||||||||||||||||||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | QRTEA | | | | | | | | | | | | | | | | ( | | | | | | | | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | QRTEB | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | ( | | | | | | QRTEA | | | | | | | | | | | | | | | | ( | | | | | | | | |||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | QRTEB | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | QRTEA | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | QRTEB | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | QRTEA | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | QRTEB | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QURATE RETAIL, INC. / 71
|
|
| Compensation actually paid to PEO and Non-PEO NEOs | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | As Reported in Summary Compensation Table(a) | | | Equity Award Adjustments(b) | | | | | | | | ||||||||||||||||||||||||||||||||||||
| Year | | | Total | | | Stock Awards | | | Option Awards | | | Fair Value at Year End of Awards Granted During Year that Remain Outstanding and Unvested at Year End(c) | | | Year-over- Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding and Unvested at Year End(d) | | | Fair Value at Vesting Date of Awards Granted and Vested in Same Year(e) | | | Change in Fair Value from Prior Year End to Vesting Date of Awards Granted in Prior Year and Vested in Covered Year(f) | | | Total Compensation Actually Paid | | ||||||||||||||||||||||||
| Current PEO | | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | |||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | ( | | | ||||
| 2021 | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| Former PEO | | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2021 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| Non-PEO NEOs | | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | ||||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | ( | | | ||||
| 2021 | | | | | | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | ||||||
| 2020 | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
72 / 2024 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 73
|
|
|
74 / 2024 PROXY STATEMENT
|
|
|
Plan Category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights or settlement of restricted stock units (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights |
| |
Number of securities
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| |||||||||
| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | |
|
Qurate Retail, Inc. 2016 Omnibus Incentive Plan,
as amended |
| | | | | | | | | | | | | | | | —(1) | | |
|
QRTEA
|
| | | | 19,133,738 | | | | | $ | 7.08 | | | | | | | | |
|
QRTEB
|
| | | | 722,738 | | | | | $ | 12.35 | | | | | | | | |
|
QRTEP
|
| | | | 23,805 | | | | | | — | | | | | | | | |
|
Qurate Retail, Inc. 2020 Omnibus Incentive Plan,
as amended |
| | | | | | | | | | | | | | | | 18,038,371(2) | | |
|
QRTEA
|
| | | | 18,034,694 | | | | | $ | 9.07 | | | | | | | | |
|
QRTEB
|
| | | | 352,564 | | | | | | — | | | | | | | | |
|
QRTEP
|
| | | | 198 | | | | | | — | | | | | | | | |
| Equity compensation plans not approved by security holders: None(3) | | | | | | | | | | | | | | | | | | | |
|
Total
|
| | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 37,168,432 | | | | | | | | | | | | | | |
|
QRTEB
|
| | | | 1,075,302 | | | | | | | | | | | | | | |
|
QRTEP
|
| | | | 24,003 | | | | | | | | | | | | 18,038,371 | | |
|
|
QURATE RETAIL, INC. / 75
|
|
|
76 / 2024 PROXY STATEMENT
|
|
|
Name and Address of Beneficial Owner
|
| |
Title of
Series |
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent
of Series (%) |
| |
Voting
Power (%) |
| | |||||||||||
|
John C. Malone
c/o Qurate Retail, Inc.
12300 Liberty Boulevard Englewood, CO 80112 |
| |
QRTEA
|
| | | | 30,421,522(1) | | | | | | 7.9 | | | | | | 6.5 | | | | ||
| QRTEB | | | | | —(1) | | | | | | — | | | | | | | | | | |||||
| QRTEP | | | | | 865,530(1) | | | | | | 6.8 | | | | | | | | | | |||||
|
Gregory B. Maffei
c/o Qurate Retail, Inc.
12300 Liberty Boulevard Englewood, CO 80112 |
| |
QRTEA
|
| | | | 4,834,623(2) | | | | | | 1.2 | | | | | | 18.5 | | | | ||
| QRTEB | | | | | 8,434,184(2) | | | | | | 89.5 | | | | | | | | | | |||||
| QRTEP | | | | | 181,624(2) | | | | | | 1.4 | | | | | | | | | | |||||
|
Contrarius Investment Management Limited
2 Bond Street
St. Helier, Jersey JE2 3NP, Channel Islands |
| |
QRTEA
|
| | | | 35,250,650(3) | | | | | | 9.2 | | | | | | 7.5 | | | | ||
| QRTEB | | | | | — | | | | | | — | | | | | | | | | | |||||
| QRTEP | | | | | — | | | | | | — | | | | | | | | | | |||||
|
FPR Partners, LLC
405 Howard Street, 2nd Floor
San Francisco, CA 94105 |
| |
QRTEA
|
| | | | 29,930,839(4) | | | | | | 7.8 | | | | | | 6.4 | | | | ||
| QRTEB | | | | | — | | | | | | — | | | | | | | | | | |||||
| QRTEP | | | | | — | | | | | | — | | | | | | | | | | |||||
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 |
| |
QRTEA
|
| | | | 28,655,075(5) | | | | | | 7.5 | | | | | | 6.1 | | | | ||
| QRTEB | | | | | — | | | | | | — | | | | | | | | | | |||||
| QRTEP | | | | | — | | | | | | — | | | | | | | | | | | |
|
QURATE RETAIL, INC. / 77
|
|
|
Name
|
| |
Title of
Series |
| |
Amount and Nature of
Beneficial Ownership (In thousands) |
| |
Percent of
Series (%) |
| |
Voting
Power (%) |
| |||||||||
|
Gregory B. Maffei
Chairman of the Board and Director
|
| |
QRTEA
|
| | | | 4,835(1)(2) | | | | | | 1.2 | | | | | | 18.5 | | |
|
QRTEB
|
| | | | 8,434(1)(2)(3) | | | | | | 89.5 | | | | | | | | | |||
|
QRTEP
|
| | | | 182 | | | | | | 1.4 | | | | | | | | | |||
|
David Rawlinson II
President, Chief Executive Officer and Director
|
| |
QRTEA
|
| | | | 1,144(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | — | | | | | | — | | | | | | | | | |||
|
John C. Malone
Director
|
| |
QRTEA
|
| | | | 30,422(4)(5)(6) | | | | | | 7.9 | | | | | | 6.5 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 866(4)(5)(6)(7) | | | | | | 6.8 | | | | | | | | | |||
|
Richard N. Barton
Director
|
| |
QRTEA
|
| | | | 239(1)(8) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | **(8) | | | | | | * | | | | | | | | | |||
|
Fiona P. Dias
Director
|
| |
QRTEA
|
| | | | 124(9) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | **(9) | | | | | | * | | | | | | | | | |||
|
M. Ian G. Gilchrist
Director
|
| |
QRTEA
|
| | | | 223(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | — | | | | | | — | | | | | | | | | |||
|
Evan D. Malone
Director
|
| |
QRTEA
|
| | | | 446(6) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 10(6) | | | | | | * | | | | | | | | | |||
|
Larry E. Romrell
Director
|
| |
QRTEA
|
| | | | 278(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | ** | | | | | | * | | | | | | | | | |||
|
QRTEP
|
| | | | — | | | | | | — | | | | | | | | | |||
|
Andrea L. Wong
Director
|
| |
QRTEA
|
| | | | 169(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 1 | | | | | | * | | | | | | | | |
|
78 / 2024 PROXY STATEMENT
|
|
|
Name
|
| |
Title of
Series |
| |
Amount and Nature of
Beneficial Ownership (In thousands) |
| |
Percent of
Series (%) |
| |
Voting
Power (%) |
| |||||||||
|
Albert E. Rosenthaler
Former Chief Corporate Development Officer(10)
|
| |
QRTEA
|
| | | | 343(10) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 5 | | | | | | * | | | | | | | | | |||
|
Brian J. Wendling
Principal Financial Officer and
Chief Accounting Officer |
| |
QRTEA
|
| | | | 93(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 10 | | | | | | * | | | | | | | | | |||
|
Renee L. Wilm
Chief Legal Officer and Chief
Administrative Officer |
| |
QRTEA
|
| | | | 703(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | ** | | | | | | * | | | | | | | | | |||
|
All current directors and
executive officers as a group (11 persons)(10) |
| |
QRTEA
|
| | | | 38,384(1)(2)(4)(5)(6)(8)(9)(11) | | | | | | 9.8 | | | | | | 25.4 | | |
|
QRTEB
|
| | | | 8,435(1)(2)(3) | | | | | | 89.5 | | | | | | | | | |||
|
QRTEP
|
| | | | 1,062(4)(5)(6)(7)(8)(9)(11) | | | | | | 8.4 | | | | | | | | |
| | | |
QRTEA
|
| |
QRTEB
|
| ||||||
| Gregory B. Maffei | | | | | 4,834,623 | | | | | | 722,738 | | |
| David Rawlinson II | | | | | 666,592 | | | | | | — | | |
| Richard N. Barton | | | | | 163,552 | | | | | | — | | |
| M. Ian G. Gilchrist | | | | | 136,354 | | | | | | — | | |
| Larry E. Romrell | | | | | 163,552 | | | | | | — | | |
| Andrea L. Wong | | | | | 46,059 | | | | | | — | | |
| Brian J. Wendling | | | | | 72,866 | | | | | | — | | |
| Renee L. Wilm | | | | | 670,069 | | | | | | — | | |
|
Total
|
| | | | 6,753,667 | | | | | | 722,738 | | |
|
QURATE RETAIL, INC. / 79
|
|
|
80 / 2024 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 81
|
|
|
82 / 2024 PROXY STATEMENT
|
|
| | | |
Twelve months ended December 31,
|
| |||||||||
| | | |
2022
|
| |
2023
|
| ||||||
|
Net Cash Provided (Used) by Operating Activities(1)
|
| | | | 194 | | | | | | 919 | | |
|
Plus: Insurance Proceeds Related to Fixed Assets
|
| | | | 184 | | | | | | 54 | | |
|
Less: Capital Expenditures
|
| | | | (268) | | | | | | (230) | | |
|
Less: Expenditures for Television Distribution Rights
|
| | | | (45) | | | | | | (113) | | |
|
Less: Investments in Green Energy(2)
|
| | | | (6) | | | | | | — | | |
|
Less: Dividends Paid to Non-controlling Interest
|
| | | | (68) | | | | | | (53) | | |
|
Free Cash Flow
|
| | | | (9) | | | | | | 577 | | |
|
QURATE RETAIL, INC. / A-1
|
|