Liberty Media (FWONA) investors back Nevada conversion, KPMG and board elections

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Liberty Media Corporation reported the results of its annual stockholder meeting held on May 11, 2026. Stockholders re-elected Derek Chang, Evan D. Malone and Larry E. Romrell as Class I directors to serve until the 2029 annual meeting, based on vote totals showing clear majorities in favor.

Stockholders also approved the ratification of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026, with 45,126,065 votes for, 447,810 against and 105,123 abstentions. A proposal to convert the company into a corporation organized under Nevada law, including adoption of new Nevada articles of incorporation, was approved with 33,617,617 votes for, 9,887,048 against and 49,745 abstentions.

In addition, an adjournment proposal intended to allow extra time for proxy solicitation if needed received 33,661,566 votes for, 9,843,568 against and 49,276 abstentions, although the meeting ultimately was not adjourned before the conversion proposal vote.

Insights

Shareholders back board slate, auditor, and Nevada conversion.

Stockholders of Liberty Media Corporation supported all four proposals on the ballot, including director re-elections, auditor ratification, and a jurisdictional change from Delaware to Nevada via a board-approved plan of conversion and new Nevada articles of incorporation.

The Nevada conversion approval (33.6 million votes for versus 9.9 million against) signals broad, though not unanimous, support for the governance and legal framework shift. Auditor ratification passed by a wide margin, suggesting continued confidence in KPMG LLP for the 2026 fiscal year.

The adjournment proposal also passed but was not used before the conversion vote, indicating that sufficient votes were already present to act on the conversion. Future company filings may detail any practical effects of Nevada law on shareholder rights and corporate flexibility.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Derek Chang: 38,665,477 votes Votes for Evan D. Malone: 37,868,770 votes Votes for Larry E. Romrell: 37,489,715 votes +5 more

8 metrics

Votes for Derek Chang 38,665,477 votes Election as Class I director

Votes for Evan D. Malone 37,868,770 votes Election as Class I director

Votes for Larry E. Romrell 37,489,715 votes Election as Class I director

Auditor ratification support 45,126,065 votes for Ratification of KPMG LLP for fiscal year 2026

Nevada conversion approval 33,617,617 votes for Conversion proposal to reorganize under Nevada law

Nevada conversion opposition 9,887,048 votes against Conversion proposal vote results

Adjournment proposal approval 33,661,566 votes for Authority to adjourn meeting for further proxy solicitation

Broker non-votes on conversion 2,124,588 broker non-votes Conversion proposal vote tally

Key Terms

broker non-votes, plan of conversion, articles of incorporation, independent auditors, +1 more

5 terms

broker non-votes financial

"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."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

plan of conversion regulatory

"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"

A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.

articles of incorporation regulatory

"including the adoption of new articles of incorporation under Nevada law (the “conversion proposal”);"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

independent auditors financial

"a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

adjournment proposal regulatory

"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"

An adjournment proposal is a formal request made at a shareholder or board meeting to pause the meeting and reconvene at a later date or time. It matters to investors because it postpones votes and decisions, giving parties extra time to gather information, solicit support, negotiate alternatives or introduce new options — like hitting pause on a group decision to wait for more facts, which can alter outcomes and market reactions.

Understanding 8-K Material Events →

05/11/2026 - 05:00 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Liberty Media (FWONA) stockholders decide at the May 11, 2026 annual meeting?

Stockholders approved all four proposals, including re-electing three Class I directors, ratifying KPMG LLP as 2026 auditors, approving a conversion to a Nevada corporation, and authorizing potential adjournments, though the meeting ultimately was not adjourned before the conversion vote.

Which directors were re-elected to Liberty Media (FWONA)’s board in 2026?

Stockholders re-elected Derek Chang, Evan D. Malone and Larry E. Romrell as Class I directors. They will continue serving on Liberty Media’s board until the 2029 annual meeting, or until their earlier resignation or removal under the company’s governance framework.

Did Liberty Media (FWONA) stockholders approve the Nevada conversion proposal?

Yes. The conversion proposal to reorganize Liberty Media as a Nevada corporation, including adopting new Nevada articles of incorporation, was approved with 33,617,617 votes for, 9,887,048 against, 49,745 abstentions and 2,124,588 broker non-votes recorded in the voting results.

Who will serve as Liberty Media (FWONA)’s independent auditors for 2026?

Stockholders ratified KPMG LLP as Liberty Media’s independent auditors for the fiscal year ending December 31, 2026. The ratification proposal received 45,126,065 votes for, 447,810 against, 105,123 abstentions and no broker non-votes reported in the tabulated voting outcomes.

What was the result of Liberty Media (FWONA)’s adjournment proposal at the 2026 meeting?

Stockholders approved the adjournment proposal, intended to allow one or more meeting adjournments to solicit additional proxies for the conversion proposal, with 33,661,566 votes for, 9,843,568 against and 49,276 abstentions, although the meeting was not adjourned before the conversion vote.

How many broker non-votes were recorded on Liberty Media (FWONA)’s 2026 proposals?

Broker non-votes totaled 2,124,588 for the director elections, the conversion proposal and the adjournment proposal, while the auditor ratification proposal showed no broker non-votes, reflecting different treatment of routine versus non-routine items in the voting process.

Filing Exhibits & Attachments

4 documents

Liberty Media (FWONA) investors back Nevada conversion, KPMG and board elections

Rhea-AI Filing Summary

Positive

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