Liberty Live (LLYVA) investors approve director, KPMG and triennial say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Liberty Live Holdings, Inc. reported the results of its annual meeting of stockholders held on May 11, 2026. Stockholders re-elected Bill Kurtz as a Class I director to serve until the 2029 annual meeting, based on 43,078,052 votes for and 1,592,376 withheld, with 1,904,130 broker non-votes.

Stockholders also ratified KPMG LLP as independent auditors for the fiscal year ending December 31, 2026, with 46,504,444 votes for, 14,187 against and 55,927 abstentions. The advisory say-on-pay proposal was approved with 40,534,072 votes for and 4,130,213 against, plus 6,143 abstentions and 1,904,130 broker non-votes.

On the advisory vote on the frequency of future say-on-pay votes, stockholders supported holding the vote every three years, with 34,883,437 votes for a three-year frequency compared with 9,740,695 for one year and 18,775 for two years, along with 27,521 abstentions and 1,904,130 broker non-votes.

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

Director election votes for: 43,078,052 votes Director votes withheld: 1,592,376 votes Auditor ratification votes for: 46,504,444 votes +4 more

7 metrics

Director election votes for 43,078,052 votes Bill Kurtz re-elected Class I director

Director votes withheld 1,592,376 votes Bill Kurtz election

Auditor ratification votes for 46,504,444 votes KPMG LLP as 2026 independent auditors

Say-on-pay votes for 40,534,072 votes Advisory executive compensation approval

Say-on-pay votes against 4,130,213 votes Advisory executive compensation proposal

Say-on-frequency 3-year votes 34,883,437 votes Preferred frequency of say-on-pay votes

Say-on-frequency 1-year votes 9,740,695 votes Alternative say-on-pay frequency option

Key Terms

say-on-pay proposal, say-on-frequency proposal, broker non-votes, independent auditors, +1 more

5 terms

say-on-pay proposal financial

"a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the definitive proxy statement relating to the annual meeting under the heading “Executive Compensation” (the “say-on-pay proposal”)"

say-on-frequency proposal financial

"a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “say-on-frequency proposal”)"

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.

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.

Class I member of the Company’s Board of Directors financial

"a proposal to elect Bill Kurtz to continue serving as a Class I member of the Company’s Board of Directors until the 2029 annual meeting of stockholders"

Understanding 8-K Material Events →

05/12/2026 - 06:16 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 LIVE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-43015

33-2910829

(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) 875-5200

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:

T
Title of each class	Trading Symbol	Name of each exchange on which registered
Series A Liberty Live Group Common Stock	LLYVA	The Nasdaq Stock Market LLC
Series C Liberty Live Group Common Stock	LLYVK	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 Live Holdings, Inc.’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 Bill Kurtz to continue serving as a Class I member of the Company’s Board of Directors until the 2029 annual meeting of stockholders or his 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, on an advisory basis, the compensation of the Company’s named executive officers as described in the definitive proxy statement relating to the annual meeting under the heading “Executive Compensation” (the “say-on-pay proposal”); and (4) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “say-on-frequency proposal”). 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 Nominee to the Company’s Board of Directors

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Bill Kurtz	43,078,052	1,592,376	1,904,130

Accordingly, the foregoing nominee was re-elected to the Company’s Board of Directors.

2. The Auditors Ratification Proposal

Votes For	Votes Against	Abstentions	Broker Non-Votes
46,504,444	14,187	55,927	-

Accordingly, the auditors ratification proposal was approved.

3. The Say-On-Pay Proposal

Votes For	Votes Against	Abstentions	Broker Non-Votes
40,534,072	4,130,213	6,143	1,904,130

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

4. The Say-On-Frequency Proposal

1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
9,740,695	18,775	34,883,437	27,521	1,904,130

Accordingly, the frequency at which future say-on-pay votes will be held is every three years.

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 12, 2026


	LIBERTY LIVE HOLDINGS, INC.


	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 Live (LLYVA) stockholders decide at the 2026 annual meeting?

Liberty Live stockholders re-elected Bill Kurtz as a Class I director, ratified KPMG LLP as independent auditors for 2026, approved executive compensation on an advisory basis, and chose a three-year frequency for future say-on-pay votes, confirming the company’s existing governance and compensation framework.

How did Liberty Live (LLYVA) vote on the re-election of director Bill Kurtz?

Stockholders re-elected Bill Kurtz with 43,078,052 votes for and 1,592,376 votes withheld, plus 1,904,130 broker non-votes. He will continue serving as a Class I director until the 2029 annual meeting, unless he resigns or is removed earlier under standard corporate provisions.

Was KPMG LLP ratified as Liberty Live (LLYVA) auditor for 2026?

Yes. Stockholders ratified KPMG LLP as Liberty Live’s independent auditors for the fiscal year ending December 31, 2026, with 46,504,444 votes for, 14,187 votes against, and 55,927 abstentions. There were no broker non-votes recorded on this auditor ratification proposal.

How did Liberty Live (LLYVA) shareholders vote on executive compensation (say-on-pay)?

Shareholders approved Liberty Live’s say-on-pay proposal on an advisory basis, with 40,534,072 votes for, 4,130,213 against and 6,143 abstentions, plus 1,904,130 broker non-votes. This supports the compensation of named executive officers as described under the “Executive Compensation” section.

What frequency for say-on-pay votes did Liberty Live (LLYVA) investors choose?

Investors favored holding say-on-pay votes every three years, with 34,883,437 votes for a three-year frequency, 9,740,695 for one year, 18,775 for two years, 27,521 abstentions and 1,904,130 broker non-votes. The company indicated future advisory votes on pay will occur on this three-year cycle.

Which classes of Liberty Live (LLYVA) stock are listed on Nasdaq?

Liberty Live has Series A Liberty Live Group common stock trading under the symbol LLYVA and Series C Liberty Live Group common stock trading under LLYVK. Both classes are listed on The Nasdaq Stock Market LLC as disclosed in the company’s securities registration table.

Filing Exhibits & Attachments

4 documents