Liberty Media Corp Annual Shareholders Meeting
May 23, 2018 PM UTC
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FWONA - Liberty Media Corp
Liberty Media Corp Annual Shareholders Meeting
May 23, 2018 / 02:00PM GMT
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Corporate Participants
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* Gregory B. Maffei
Liberty Media Corporation - President, CEO & Director
* John C. Malone
Liberty Media Corporation - Chairman of the Board
* Michael A. George
Qurate Retail, Inc. - President, CEO & Director
* Pamela L. Coe
Liberty Media Corporation - Senior VP, Deputy General Counsel & Secretary
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Presentation
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John C. Malone, Liberty Media Corporation - Chairman of the Board [1]
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So I guess we're about on time. This is the Liberty Media meeting. We have a number of them in the next few days. So good morning, and welcome to the 2018 Annual Meeting of Stockholders of Liberty Media. I'm John Malone, Chairman of the Board. It is my 46th one of these, by the way. I will act as Chairman of this meeting. On behalf of the directors and senior officers of the company, I want to thank you for taking the time to attend this Annual Meeting. We appreciate your continued interest in Liberty Media.
At this time, I'd like to introduce the company's Corporate Secretary, Pam Coe, who will act as secretary of the meeting and will say a few words about our 2018 Annual Meeting procedures.
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Pamela L. Coe, Liberty Media Corporation - Senior VP, Deputy General Counsel & Secretary [2]
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Thank you Mr. Chairman. To conduct this meeting in a orderly fashion, we respectfully direct your attention to the rules of conduct you received when you entered the meeting this morning. Any stockholder wishing to address the meeting should at the appropriate time wait for a microphone to be passed to the stockholder before speaking. Please state for the record your name and whether you own shares of the company. We ask that you address your questions to the Chairman and either he or another appropriate person will respond. Please limit your remarks to 3 minutes. And if you had a chance to speak, please let others speak before you ask to be recognized a second time. Only Liberty Media stockholders are permitted to address the meeting and ask questions during the Q&A session following the formal meeting.
Members of the press are not permitted to ask questions. During our question-and-answer session today, we may discuss certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, future financial prospects and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These forward-looking statements speak only as of the date of this meeting, and we expressly disclaim any obligation to update these statements. We refer you to our publicly filed reports, including our most recent forms 10-K and 10-Q for additional information about our company. We thank you in advance for helping us conduct the 2018 Annual Meeting in a orderly fashion.
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John C. Malone, Liberty Media Corporation - Chairman of the Board [3]
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Thank you, Pam. We'll now proceed with the formal items of business. Mindy Altman of Computershare the company that provided the stockholder proxy services for this meeting has been appointed as service inspector of election. If there any stockholders who have not turned in proxy cards, please identify yourself to the instructor -- inspector of election so that your shares may be counted as present. We are here today to vote upon each of the proposals described in the notice for Annual Meeting in proxy statement. Has the inspector of election tabulated the number of shares represented here today either in person or by proxy?
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Pamela L. Coe, Liberty Media Corporation - Senior VP, Deputy General Counsel & Secretary [4]
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Mr. Chairman, the inspector of election reports that shares of the company's Series A and Series B Liberty SiriusXM common stock, Series A and Series B Liberty Formula One common stock and Series A and Series B Liberty Braves common stock representing at least the majority of the aggregate voting power of such stock outstanding on the record date are present in person or represented by proxy at today's meeting. Therefore, a quorum is present for this meeting. The report of the inspector of election has been confirmed in writing and signed by the inspector of election. The inspector's affidavit will be attached to the minutes of this meeting together with a signed and notarized oath.
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John C. Malone, Liberty Media Corporation - Chairman of the Board [5]
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Thanks, Pam. As reported, a quorum is represented here today, therefore, the Annual Meeting is formally called to order. The proxy vote report the list of stockholders entitled to vote at the meeting, the affidavit of mailing and the oath of the inspector of election will be available for inspection throughout the meeting at the registration table. Copies of the notice of Annual Meeting and proxy statement relating to the Annual Meeting are also available at the registration table.
As stated in the notice of Annual Meeting and proxy statement, stockholders will vote on 4 proposals, each of which will be described in turn. If you desire a ballot, please raise your hand and one will be provided to you. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote.
Proposal 1, the election of directors proposal is a proposal to elect Brian Deevy, Greg Maffei and Andrea Wong to continue serving as Class II members of our Board of Directors until the 2021 Annual Meeting of Stockholders or until their earlier resignation or removal. Mr. Deevy, Mr. Maffei and Ms. Wong have been nominated by the board with Nominating and Corporate Governance Committee and no other nominations were made in accordance with the company's bylaws. Their biographies can be found on pages 17 to 19 of the proxy statement.
Meeting is now open for any questions concerning the director nominees. I don't see any questions.
Proposal #2. The auditor's ratification proposal is a proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018. Barry Amman, a partner with KPMG LLP is prepared to respond to appropriate auditing questions. The meeting is now open for questions of the representatives of KPMG. Do we have auditor questions other than why their bills are so good? I didn't ask it.
Proposal 3, the say-on-pay proposal is a proposal to approve, on an advisory basis, the compensation of our named executive officers as described in the proxy statement under the heading Executive Compensation. The meeting is now open for any questions concerning the say-on-pay proposal. Seeing none.
Proposal 4, the say-on-frequency proposal is a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held. The meeting is now open for any questions concerning the say-on-frequency proposal. I see none.
The voting requirements for each of the proposal I described in the proxy statement, the Board of Directors recommends that you vote for each nominee listed in Proposal 1, for proposals 2 and 3 and in favor of every 3 years for proposal 4. The time is now 8:05 on May 23, 2018, and the polls are now open for voting on each of the proposals.
(Voting)
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John C. Malone, Liberty Media Corporation - Chairman of the Board [6]
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Are there any stockholders entitled to vote at this Annual Meeting, who wish to vote in person on any of the proposals who have not done so. The time is now 8:05 on May 23, 2018, and the polls for voting on each of the proposals are now officially closed. Has the election -- the inspector of election tabulated the votes represented herein by proxy on each of the proposals?
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Pamela L. Coe, Liberty Media Corporation - Senior VP, Deputy General Counsel & Secretary [7]
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Mr. Chairman, the inspector of election has completed the tabulation of votes and has certified that the requisite number of shares has been voted in favor of the election of Mr. Deevy, Mr. Maffei and Ms. Wong, in favor of Proposals 2 and 3 and in favor of every 3 years for Proposal 4.
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John C. Malone, Liberty Media Corporation - Chairman of the Board [8]
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Mr. Deevy, Mr. Maffei and Ms. Wong have been duly elected as Class II members of our Board of Directors. Proposals 2 and 3 have been approved and the option of every -- of once every 3 years Proposal 4 has been approved. This concludes the scheduled business as presented in the notice of Annual Meeting of proxy statement. Is there any other business to properly come before this meeting? At this time, I'd like to adjourn the Annual Meeting.
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Unidentified Participant, [9]
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Mr. Chairman, I move that the meeting is adjourned.
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John C. Malone, Liberty Media Corporation - Chairman of the Board [10]
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Do we have a second?
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Unidentified Participant, [11]
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I second the motion.
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John C. Malone, Liberty Media Corporation - Chairman of the Board [12]
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All in favor, say yay.
(Voting)
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John C. Malone, Liberty Media Corporation - Chairman of the Board [13]
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Opposed, say nay.
(Voting)
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John C. Malone, Liberty Media Corporation - Chairman of the Board [14]
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Motion that the 2018 Annual Meeting of Stockholders be adjourned is carried. I would like to thank you for your attendance of this meeting and your continued interest in our company. The Annual Meeting of Stockholders of 2018 is now adjourned. Do we have any questions from?
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [15]
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You got 5 minutes. You want to...
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John C. Malone, Liberty Media Corporation - Chairman of the Board [16]
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That was pretty good. That was 7 minutes, Greg. We'll see if you can do Qurate as fast.
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [17]
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5 minutes for next one, John. If you've got time to give the State of the Union.
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John C. Malone, Liberty Media Corporation - Chairman of the Board [18]
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State of the Union. Obviously, Liberty Media company, the 3 principal businesses that are all tracked are all doing great. It's pretty hard to complain about anything. Sirius is past 33 million paying subscribers, who would have guessed, performing wonderfully, generating great cash flows. Stock, I think, hit an all-time high in the last couple of days. So we're very happy with that. I think the Atlanta Braves are having an incredible turnaround, great management, great new players, beautiful new facility, an unbelievable complex. It's been built in suburban Atlanta. Anybody who gets a chance should go see it. It's, I think, a model for how to develop a sports-based complex. And then we have Formula One, which is performing well, building an entirely new management team, dealing with the difficulties of competitive racing teams, who are competitive on and off the field, and all of whom want all the money. So it's a little bit of a -- but I think it's developing very nicely. We have a solid management team and then, of course, the big asset in there that is not consolidated is Live Nation with Mr. Rapino and his crew, and they've had a fabulous year. Records in every direction for them. A little bad publicity, I guess, on some...
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [19]
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Scurrilous rumors.
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John C. Malone, Liberty Media Corporation - Chairman of the Board [20]
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Scurrilous rumors, that's it, that they don't give, Bruce Springsteen, more than 150% of his ticket sales. But other than that, just really this whole part of the company has been performing beautifully. And I think, the real path forward is the interesting part, which is how do we grow these businesses. How do we maximize the synergies between them is going to be the interesting issue, but we do have businesses now that are cash flow, large cash flow generative businesses. So there is a lot optionality in how these business go forward and grow and use their free cash flow. So that's my State of the Union. But this is the part of the world that is a little bit away from the tectonic plate changes that are taking place in -- driven by the Internet and social networking and -- in global scale. So at the moment, this is a good place to be, has been all year. So that's it for Liberty Media. Are we up to Qurate yet?
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Unidentified Company Representative, [21]
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Qurate time.
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John C. Malone, Liberty Media Corporation - Chairman of the Board [22]
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Good. Greg will do Qurate. We'll see if he can do in 7 minutes...
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [23]
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Challenge, challenge.
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John C. Malone, Liberty Media Corporation - Chairman of the Board [24]
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Well, you do not have as many trackers as I have to consider.
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [25]
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That's true. That's true. We've been going the other way here. Is there anything I need to do, Pam? Let her rip? Okay. Is it 8:15, 8:14? Welcome, good morning and welcome to the 2018 Annual Meeting of Stockholders of Qurate Retail. I'm Greg Maffei, Chairman of the Board, I will act as Chairman of the Meeting. And on behalf of the directors and senior officers of the company, I want to thank you for taking the time to attend this Annual Meeting. We appreciate your continued interest in Qurate Retail. At this time, I'd like to introduce the company's Corporate Secretary, Pam Coe, who'll act as Secretary of this meeting and will say a few words about our 2018 Annual Meeting procedures.
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Pamela L. Coe, Liberty Media Corporation - Senior VP, Deputy General Counsel & Secretary [26]
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Thank you, Mr. Chairman. To conduct this meeting in an orderly fashion, we respectfully direct your attention to the rules of conduct you received when you entered the meeting this morning. Any stockholder wishing to address the meeting should at the appropriate time wait for a microphone to be passed to the stockholder before speaking. Please state for the record your name and whether you own shares of the company. We ask that you address your questions to the Chairman and either he or another appropriate person will respond. Please limit your remarks to 3 minutes, and if you had a chance to speak, please let others speak before you ask to be recognized a second time. Only Qurate Retail stockholders are permitted to address the meeting and ask questions during the Q&A session following the formal meeting. Members of the press are not permitted to ask questions.
During our Q&A session today, we may discuss certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential, future financial prospects and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These forward-looking statements speak only as of the day of this meeting, and we expressly disclaim any obligation to update these statement. We refer you to our publicly filed reports, including our most recent Forms 10-K and 10-Q for additional information about our company. We thank you in advance for helping us conduct the 2018 Annual Meeting in an orderly fashion.
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [27]
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Thank you, Pam. We will now proceed with the formal items of business. [Mindy Altman] of Computershare, the company that provided shareholder -- stockholder proxy services of this meeting has been appointed to serve as inspector of election. If any stockholders, who have not turned in proxy cards, please identify yourself to the inspector of election so that your shares may be counted as present. We are here today to vote on each of the proposals described in the notice of the Annual Meeting and proxy statement. Has the inspector of election tabulated the number of shares represented here today either in person or by proxy?
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Pamela L. Coe, Liberty Media Corporation - Senior VP, Deputy General Counsel & Secretary [28]
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Mr. Chairman, the inspector of election reports that shares of the company's Series A and Series B QVC Group common stock representing at least the majority of the aggregate voting power of such stock outstanding on the record date are present in person or represented by proxy at today's meeting. Therefore, a quorum is present for this meeting. The report of the inspector of election has been confirmed in writing and signed by the inspector of election. The inspector's affidavit will be attached to the minutes of this meeting together with a signed and notarized oath.
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [29]
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Thank you, Pam. As reported, quorum is represented here today. Therefore, the Annual Meeting is formally called to order. The proxy vote report, the list of stockholders entitled to vote at the meeting, the affidavit of mailing and the oath of the inspector of election will be available for inspection throughout the meeting at the registration table. Copies of the notice of Annual Meeting and proxy statement related to the Annual Meeting are also available at the registration table.
As stated in the notice of Annual Meeting and proxy statement, stockholders will vote on 3 proposals and each will be described in turn. If you desire a ballot, please raise your hand and will be provided. If you previously voted by proxy, you do not need a vote today unless you wish to change your vote.
Proposal 1, the election of directors proposal is a proposal to elect Rich Barton, Mike George and me, Greg Maffei to continue serving as Class II members of our Board of Directors until the 2021 Annual Meeting of Stockholders or until our early resignation or removal. Mr. Barton, Mr. George and I have been nominated by the board's nominating governance, Corporate Governance Committee and no other nominations were made in accordance with the company's bylaws. Our biographies can be found on pages 10 to 12 of the proxy statement. The meeting is now open for any questions concerning the director nominees.
Proposal 2, the auditor's ratification proposal is a proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ended December 31, 2018. Barry Amman, a partner with KPMG LLP is prepared to respond to the appropriate auditing questions. The meeting is now open for questions for the representative of KPMG.
Proposal 3, the restated charter proposal is a proposal to approve the adoption of the restarted certificate of incorporation of Qurate Retail, which amends and restates our restated certificate of incorporation to: first, eliminate the tracking stock capitalization structure of Qurate Retail; two, reclassify each of our series of our existing QVC Group common stock into one share of the corresponding series of our new common stock and; three, to make certain conforming and clarifying changes in connection with the foregoing. The meeting is now open for any questions concerning the restated charter proposal.
The voting requirements for each of the proposals described in the proxy statement, the Board of Directors recommends that you vote for each nominee listed in Proposal 1 and for proposals 2 and 3. The time is now 8:19 on May 23, and the polls are now open for voting on each of the proposals.
(Voting)
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [30]
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Are there any stockholders entitled to vote at this Annual Meeting, who wish to vote in person on any of the proposals who have not done so yet? The time is now 8:19 on May 23, and the proposals for voting on each of the -- polls for voting on each proposals are now officially closed. Has the inspector of election tabulated the votes represented here and by proxy on each of the proposals?
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Pamela L. Coe, Liberty Media Corporation - Senior VP, Deputy General Counsel & Secretary [31]
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Mr. Chairman, the inspector of election has completed the tabulation of votes and has certified that the requisite number of shares has been voted in favor of the election of Mr. Barton, Mr. George and you and in favor of Proposals 2 and 3.
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [32]
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Mr. Barton, Mr. George and I have been duly elected as Class I members -- Class II members of our Board of Directors, and Proposals 2 and 3 have been approved. This concludes the scheduled business as presented in the notice of Annual Meeting and proxy statement. Is there any other business to properly come before this meeting? At this time, I would like to adjourn the Annual Meeting.
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Unidentified Participant, [33]
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Mr. Chairman, I move this meeting to be adjourned.
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Unidentified Participant, [34]
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I second the motion.
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [35]
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All in favor say, yay?
(Voting)
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [36]
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Any opposing, nay?
(Voting)
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [37]
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The motion that the 2018 Annual Meeting of Stockholders be adjourned is carried. I would like to thank you for your attendance at this meeting and your continued interest in our company. The 2018 Annual Meeting of Stockholders is now adjourned. Okay, I may have tripped a few times but I did beat the 7 minutes, okay. Are there any questions on the company in general, Qurate Retail, our newly named Qurate Retail? Sure.
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Unidentified Participant, [38]
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On behalf of the Qurate (inaudible) purchased and then there is kind of more a traditional, I think, like a front gate and (inaudible) design where I see them...
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [39]
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The catalog, there are several catalog businesses, yes.
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Unidentified Participant, [40]
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Right, catalog that is now going into more physical retail locations, some in Dallas. I am seeing some open up there.
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [41]
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I think we have 12 stores -- 12 physical stores.
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Unidentified Participant, [42]
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Not a lot whole lot.
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [43]
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Not a lot given the scale of the company. It's more showcase, you'd appropriately describe it that way.
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Unidentified Participant, [44]
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Yes, I guess, in your kind of State of the Union of describing where you see the best opportunities and, I guess, from a valuation in terms of all the entities, it does look from a cash flow basis to be perhaps the cheapest valuation, how you are seeing any of that?
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [45]
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It's trading on somewhere between a 12% and 13% levered free cash flow yield, which some observers might suggest it's pretty inexpensive. I think the focus is on trying to utilize the scale that we have in video shopping to find synergies between QVC and HSN. I think we've identified over $200 million of synergies to be achieved over the next 2 to 3 years for an investment of something like $125 million, and we hope there is more than that. We hope we've been conservative in that forecasting, and those are in areas from shipping and purchasing to IT to fulfillment really across the board. There are a lot of areas of cost synergies. We hope there might also be some revenue synergies that we have not made statements about or made projections publicly. We have got good growth in really the 2 other areas of the business, QVC international and Zulily are both growing well. The catalog businesses are slower-growth. There is some turnarounds to be done there. They're not as large as part of the business. There is something that we inherited has probably not been a focus of the Qurate management team historically, but we inherit them as part of the HSN purchase. We have Claire Spofford, the new president of that group, Cornerstone, who previously ran Garnet Hill. We think can do some improvements there as well. So I think we're mostly about some margin improvements and then trying to get growth again going in the U.S. There is good growth in international in Zulily as I said. So those are the focuses of us, and I think your -- as I said, your acknowledgment that this is relatively inexpensive suggests in a world of retail being disrupted. John mentioned that this is -- lots of place in the world, retail being disrupted by Amazon and the like. The market is doubting whether we have a place in the world going forward. We had an Investor Day yesterday, where we outlined. We thought good reasons why we have a place in the world going forward, why there is a loyal and growing audience who appreciate our kind of shopping and that QVC has a much brighter future than you would suggest by the market's estimate of it. I don't know if you'd add anything, Mike?
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Michael A. George, Qurate Retail, Inc. - President, CEO & Director [46]
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(inaudible).
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [47]
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April.
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Unidentified Participant, [48]
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With over 10,000 people today are baby boomers who are retiring is QVC and HSN capturing that market opportunity. Since now they're retired and they have opportune time to watch the television. And can you further describe the fears of Amazon and Amazon app going into the video directly against QVC and HSN?
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [49]
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So look, I think, on the question of baby boomers retiring, our audience is not exclusively older, but it probably is in the 35 to 65 is our core audience. Demographic trends will probably favor us. I should agree that people are sticking around longer and purchasing and have a loyalty to QVC, that's a good thing. We do have a very much a core audience, who are dedicated to us and who find our experiential discovery based shopping, the joy of shopping in that to be very good. And so I think attracting more of those, and we have been able to, is a positive. As far as Amazon, they are -- John called them the Death Star once. I said they can do -- they can do whatever they want. And if they decided to enter video shopping, they would be a formidable competitor. They previously announced a plan to do that in a TV type format called Style Code then they dropped it. There's been rumors that they maybe come back in buy one of the small competitors, I'm not sure why I think that would be in their interests. If somebody has 40 million, 50 million households of video subs to distribute their video shopping product, Amazon has a lot of leverage in a lot of places, but one of the few places they may not have leverage is actually increasing that from 40 to 100, which is what we have. So I'm not sure why this rumor that they're going to buy one of the small ones. Probably tomorrow, they will show me wrong, but it doesn't make intuitively a lot of sense to me. But who knows, they are a formidable competitor and they have a lot of places where they play. Not all of them did they succeed, you can witness Style Code, they're backing off. You could pick -- point 2 examples, Amazon Fire where they've done in phones. There are plenty of places where Amazon has not succeeded. That having been said, they're a formidable competitor and having them enter your space directly head on would not be a positive.
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Unidentified Participant, [50]
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Has the Amazon group approached QVC on buying them since they bought Whole Foods?
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [51]
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We would probably not comment on whether approaches that were confidential by any potential purchaser or partner. Anything else? Mike, you want to sum for me anything I missed.
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Michael A. George, Qurate Retail, Inc. - President, CEO & Director [52]
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I think you've covered it.
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Gregory B. Maffei, Liberty Media Corporation - President, CEO & Director [53]
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It's good to be a Chairman. Thank you very much for joining us today at -- for the Qurate -- first Qurate Annual Meeting, and hopefully we will see you in the future.
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