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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): May 11, 2026

 

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware  001-35707  37-1699499
(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which
registered
Series A Liberty Formula One Common Stock FWONA The Nasdaq Stock Market LLC
Series C Liberty Formula One Common Stock FWONK The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At Liberty Media Corporation’s (the “Company”) annual meeting of stockholders held on May 11, 2026, the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Derek Chang, Evan D. Malone and Larry E. Romrell to continue serving as Class I members of the Company’s board of directors (the “Board”) until the 2029 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026 (the “auditors ratification proposal”); (3) a proposal to approve the adoption of a resolution of the Board approving the conversion of the Company to a corporation organized under the laws of the State of Nevada pursuant to and in accordance with applicable law and the plan of conversion, including the adoption of new articles of incorporation under Nevada law (the “conversion proposal”); and (4) a proposal to approve one or more adjournments of the annual meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the annual meeting to approve the conversion proposal at the time of such adjournment or if otherwise determined by the chairperson of the annual meeting to be necessary or appropriate (the “adjournment 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 
Derek Chang   38,665,477    4,888,933    2,124,588 
Evan D. Malone   37,868,770    5,685,640    2,124,588 
Larry E. Romrell   37,489,715    6,064,695    2,124,588 

 

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

 

2. The Auditors Ratification Proposal

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 45,126,065    447,810    105,123    - 

 

Accordingly, the auditors ratification proposal was approved.

 

3. The Conversion Proposal

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 33,617,617    9,887,048    49,745    2,124,588 

 

Accordingly, the conversion proposal was approved.

 

4. The Adjournment Proposal

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 33,661,566    9,843,568    49,276    2,124,588 

 

Accordingly, the adjournment proposal was finally approved, but the meeting was not adjourned prior to the vote on the conversion proposal.

 

 

 

 

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: May 11, 2026

 

  LIBERTY MEDIA CORPORATION
     
  By: /s/ Brittany A. Uthoff 
    Name: Brittany A. Uthoff
    Title: Vice President and Assistant Secretary