0001560385false0001560385lmca:LibertyLiveGroupCommonClassMember2024-12-062024-12-060001560385lmca:LibertyLiveGroupCommonClassCMember2024-12-062024-12-060001560385lmca:LibertyFormulaOneGroupCommonClassMember2024-12-062024-12-060001560385lmca:LibertyFormulaOneGroupCommonClassCMember2024-12-062024-12-0600015603852024-12-062024-12-06

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): December 6, 2024

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:

T

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

Series A Liberty Live Common Stock

LLYVA

The Nasdaq Stock Market LLC

Series C Liberty Live 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2024, Chase Carey was appointed to the board of directors (the “Board”) of Liberty Media Corporation (“Liberty Media” or the “Company”), effective January 1, 2025. With Mr. Carey’s appointment, the Board will remain at nine directors, divided among three classes, with Mr. Carey serving as a Class II director with a term expiring at the annual meeting of stockholders in 2027.

Mr. Carey will receive the same compensation as Liberty Media’s other nonemployee directors, which is summarized in Liberty Media’s proxy statement for the annual meeting of stockholders held on June 10, 2024, which was filed with the Securities and Exchange Commission (the “Commission”) on April 25, 2024.

There were no arrangements or understandings between Mr. Carey and any other person pursuant to which Mr. Carey was selected as a member of the Board. Mr. Carey has no direct or indirect material interest in any related party transaction required to be disclosed under Item 404(a) of Regulation S-K.

On December 6, 2024, the Board also appointed Robert R. Bennett to serve as Vice Chairman of the Board, effective January 1, 2025.

Item 7.01. Regulation FD Disclosure.

On December 6, 2024, the Company issued a press release regarding the appointment of Mr. Carey to the Board of Liberty Media.

On December 9, 2024, the Company issued a press release regarding Mr. Bennett’s appointment as Vice Chairman of the Board of Liberty Media.

This Item 7.01 and the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2 are being furnished to the Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.

    

Description

99.1

Press Release, dated December 6, 2024.

99.2

Press Release, dated December 9, 2024.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 9, 2024

LIBERTY MEDIA CORPORATION

By:

/s/ Katherine C. Jewell

Name: Katherine C. Jewell

Title: Vice President and Assistant Secretary

3

Exhibit 99.1

 

Liberty Media Appoints Chase Carey to Board of Directors

 

ENGLEWOOD, CO, December 6, 2024 — Liberty Media Corporation (“Liberty Media”) (Nasdaq: FWONA, FWONK, LLYVA, LLYVK) today announced the appointment of Chase Carey to the board of directors of Liberty Media (the “Board”) effective January 1, 2025. Mr. Carey most recently served as Chairman of Formula 1 from 2016 to 2022 and as its Chief Executive Officer from 2017 to 2021. He will serve on the Executive Committee of the Liberty Media Board.

“Chase has been an excellent partner to Liberty for many years, from our investment in DIRECTV in 2008 to Liberty’s purchase of Formula 1 in 2017 where his role as CEO was key to securing the acquisition. He was instrumental in building a successful foundation at F1 from which the business has grown materially,” said John Malone, Liberty Media Chairman. “Chase’s knowledge and expertise across media, entertainment, sports, business and more will be valuable to the board as our companies execute on their next chapters of growth and value creation.”

“Liberty is at an exciting point in its storied evolution, with a more focused asset base centered around high-quality, premium sporting assets that I know well. I look forward to contributing to Liberty as a director in partnership with John, Liberty management and the portfolio company leadership teams,” said Mr. Carey.

Prior to joining Formula 1, Mr. Carey served in a number of roles at 21st Century Fox, including as President and Chief Operating Officer from 2009 to 2015 and as a Director since 1996. Mr. Carey served as a Director, and the President and Chief Executive Officer of DIRECTV, Inc. from 2003 to 2009, where he led the operations and strategic direction of the DIRECTV, Inc. companies, including DIRECTV, Inc. in the United States and DIRECTV Latin America.

Mr. Carey is a graduate of Colgate University and Harvard Business School. He is also a Trustee Emeritus at Colgate University.

About Liberty Media Corporation

Liberty Media Corporation operates and owns interests in a broad range of media, communications, sports and entertainment businesses. Those businesses are attributed to two tracking stock groups: the Formula One Group and the Liberty Live Group. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include Liberty Media’s subsidiaries Formula 1 and Quint, and other minority investments. The businesses and assets attributed to the Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty Media’s interest in Live Nation and other minority investments.

 Graphic

GraphicLiberty Media Corporation
Shane Kleinstein, 720-875-5432

Source: Liberty Media Corporation


Exhibit 99.2

Liberty Media Names Robert R. Bennett as Vice Chairman of Board of Directors

 

ENGLEWOOD, CO, December 9, 2024 — Liberty Media Corporation (“Liberty Media”) (Nasdaq: FWONA, FWONK, LLYVA, LLYVK) today announced that Robert R. (“Dob”) Bennett has been named Vice Chairman of the board of directors of Liberty Media (the “Board”) effective January 1, 2025. Mr. Bennett has been a director of Liberty Media since 1994 and a member of its Executive Committee for 15 years. He will continue to serve on the Executive Committee with John Malone and Chase Carey. Mr. Bennett served as Liberty Media’s President and Chief Executive Officer from 1997 to 2005, prior to which he held other executive roles since joining Liberty Media in 1991.

“Dob has been involved with Liberty since its inception, leading the company as CEO through hallmark corporate transactions including our spin-offs of Liberty Global and Discovery and acting as a trusted advisor on our board since 1994. We benefit from his extensive knowledge of the media, entertainment and telecom industries and deep familiarity with Liberty’s corporate history. I look forward to his continued partnership as Vice Chairman as he supports our current and future Liberty management and portfolio companies,” said John Malone, Liberty Media Chairman.

“It has been an honor to work alongside John and the Liberty management team all these years through the many iterations of Liberty’s corporate structure. I am excited to work more closely with Liberty and portfolio company leadership during this next chapter of the company’s continuous evolution with the consistent objective of driving long-term value for shareholders,” said Mr. Bennett.

Currently, Mr. Bennett is the Managing Director of Hilltop Investments, LLC, a private investment company. Prior to joining Liberty Media, he worked at Tele-Communications, Inc. and The Bank of New York. Mr. Bennett serves as a director for HP, Inc and Flutter Entertainment plc. Previously, he served as a director of Warner Bros. Discovery, Inc., Sprint Corporation, Demand Media, Inc., Discovery Holding Company and Liberty Interactive Corporation.

About Liberty Media Corporation

Liberty Media Corporation operates and owns interests in a broad range of media, communications, sports and entertainment businesses. Those businesses are attributed to two tracking stock groups: the Formula One Group and the Liberty Live Group. The businesses and assets attributed to the Formula One Group (NASDAQ: FWONA, FWONK) include Liberty Media’s subsidiaries Formula 1 and Quint, and other minority investments. The businesses and assets attributed to the Liberty Live Group (NASDAQ: LLYVA, LLYVK) include Liberty Media’s interest in Live Nation and other minority investments.

GraphicLiberty Media Corporation
Shane Kleinstein, 720-875-5432

Source: Liberty Media Corporation


v3.24.3
Document and Entity Information
Dec. 06, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Dec. 06, 2024
Entity Registrant Name LIBERTY MEDIA CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-35707
Entity Tax Identification Number 37-1699499
Entity Address, Address Line One 12300 Liberty Blvd.
Entity Address, City or Town Englewood
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80112
City Area Code 720
Local Phone Number 875-5400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001560385
Amendment Flag false
Liberty Formula One Group Common Class A  
Document Information [Line Items]  
Title of 12(b) Security Series A Liberty Formula One Common Stock
Trading Symbol FWONA
Security Exchange Name NASDAQ
Liberty Formula One Group Common Class C  
Document Information [Line Items]  
Title of 12(b) Security Series C Liberty Formula One Common Stock
Trading Symbol FWONK
Security Exchange Name NASDAQ
Liberty Live Group Common Class A  
Document Information [Line Items]  
Title of 12(b) Security Series A Liberty Live Common Stock
Trading Symbol LLYVA
Security Exchange Name NASDAQ
Liberty Live Group Common Class C  
Document Information [Line Items]  
Title of 12(b) Security Series C Liberty Live Common Stock
Trading Symbol LLYVK
Security Exchange Name NASDAQ

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