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QURATE RETAIL, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112 (720) 875-5300 |
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DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 2022 annual meeting of stockholders of Qurate Retail, Inc. (Qurate Retail) to be held at 8:15 a.m., Mountain time, on June 14, 2022. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2022. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 14, 2022.
At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning the proxy card if you received a paper copy of the proxy materials by mail. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.
Thank you for your cooperation and continued support and interest in Qurate Retail.
Very truly yours,
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David Rawlinson II
President and Chief Executive Officer
April 26, 2022 The Notice of Internet Availability of Proxy Materials is first being mailed on or about May 2, 2022, and the proxy materials relating to the annual meeting will first be made available on or about the same date.
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NOTICE OF 2022 ANNUAL MEETING OF
STOCKHOLDERS |
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| MEETING DATE & TIME | | | | VIRTUAL MEETING LOCATION | | | | RECORD DATE | |
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June 14, 2022,
at 8:15 am MT |
| | | You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2022. | | | | 5:00 p.m., New York City time, on April 18, 2022 | |
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PROPOSAL
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BOARD
RECOMMENDATION |
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PAGE
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1
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A proposal (which we refer to as the election of directors proposal) to elect John C. Malone, M. Ian G. Gilchrist and Andrea L. Wong to continue serving as Class III members of our board until the 2025 annual meeting of stockholders or their earlier resignation or removal.
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FOR each director
nominee |
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2
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A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022.
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FOR
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| | | | You may also be asked to consider and vote on such other business as may properly come before the annual meeting. | |
| YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting. You may vote electronically during the annual meeting or by proxy prior to the meeting by telephone, via the Internet or by mail: | | |||||||||||||||||||||
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Internet
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Virtual Meeting
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Phone
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Mail
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| Vote online at www.proxyvote.com | | |
Vote live during the annual
meeting at the URL above |
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Vote by calling
1-800-690-6903 (toll free) in the United States or Canada |
| | Vote by returning a properly completed, signed and dated proxy card | |
| WHO MAY VOTE | | | WHO MAY NOT VOTE | |
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Holders of record of our Series A common stock, par value $0.01 per share, and our Series B common stock, par value $0.01 per share, as of the record date will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof.
These holders will vote together as a single class on each proposal.
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| | Holders of record of our 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (QRTEP), are not entitled to any voting powers, except as specified in the Certificate of Designations relating to QRTEP or as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting. | |
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| PROPOSAL 2 – THE AUDITORS RATIFICATION PROPOSAL | | | |
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QURATE RETAIL, INC. / 7
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RECOMMENDATION OF OUR BOARD OF DIRECTORS
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Our board of directors has unanimously approved each of the proposals for inclusion in the proxy materials and recommends that you vote “FOR” the election of each director nominee and “FOR” the auditors ratification proposal.
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8 / 2022 PROXY STATEMENT
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QURATE RETAIL, INC. / 9
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10 / 2022 PROXY STATEMENT
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QURATE RETAIL, INC. / 11
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What am I being asked to vote on and how should I vote?
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OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
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The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.
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12 / 2022 PROXY STATEMENT
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Committee Memberships
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Name and Principal Occupation
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Director
Since |
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Executive
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Compensation
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Nominating &
Corporate Governance |
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Audit
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Non-Liberty
Board Directorships(1) |
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Class III directors who will stand for election this year
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JOHN C. MALONE
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1994
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M
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2
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M. IAN G. GILCHRIST
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2009
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C
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—
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ANDREA L. WONG
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2010
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M
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C
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2
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Class I directors who will stand for election in 2023
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FIONA P. DIAS
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2017
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M
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2
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EVAN D. MALONE
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2008
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—
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LARRY E. ROMRELL
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1999(2)
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C
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M
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1
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Class II directors who will stand for election in 2024
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RICHARD N. BARTON
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2016
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M
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2
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GREGORY B. MAFFEI
(BOARD CHAIRMAN) |
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2005
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M
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1
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DAVID RAWLINSON II
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2022
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M
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1
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Directors Not Standing for Re-Election
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MARK C. VADON
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2015
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M
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M
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—
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C = Chairperson
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M = Member
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QURATE RETAIL, INC. / 13
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14 / 2022 PROXY STATEMENT
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John C. Malone
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Director Since: 1994
Age: 81 Committees: Executive |
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Professional Background:
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Director of our company since its inception in 1994 and Chairman of the Board from its inception in 1994 to March 2018 and Chief Executive Officer from August 2005 to February 2006
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Chairman of the Board of TCI from November 1996 to March 1999 when it was acquired by AT&T Corp. (AT&T), and Chief Executive Officer of TCI from January 1994 to March 1997
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Public Company Directorships:
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Liberty Media (December 2010 – present, Chairman of the Board, August 2011 – present)
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Liberty Broadband (Chairman of the Board, November 2014 – present)
Non-Liberty Public Company Directorships:
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Warner Bros. Discovery, Inc. (Warner Bros. Discovery) (April 2022 – present)
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Liberty Global plc (LGP) (Chairman of the Board, June 2013 – present)
Former Public Company Directorships:
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GCI Liberty, Inc. (GCI Liberty) (Chairman of the Board, March 2018 – December 2020)
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Liberty Expedia Holdings, Inc. (Chairman of the Board, November 2016 – July 2019)
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Liberty Latin America Ltd. (December 2017 – December 2019)
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Discovery, Inc. (Discovery) (formerly Discovery Communications, Inc. (Discovery Communications)) (Warner Bros. Discovery’s predecessor) (September 2008 – April 2022)
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Discovery Holding Company (DHC) (predecessor of Discovery Communications) (March 2005 – September 2008; Chairman of the Board, May 2005 – September 2008)
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Liberty Global, Inc. (LGI) (LGP’s predecessor) (Chairman of the Board, June 2005 – June 2013)
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Liberty Media International, Inc. (LMI) (LGI’s predecessor) (March 2004 – June 2005)
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UnitedGlobalCom, Inc. (January 2022 – June 2005)
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Lions Gate Entertainment Corp. (March 2015 – September 2018)
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Charter Communications, Inc. (Charter) (May 2013 – July 2018)
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Expedia, Inc. (December 2012 – December 2017; August 2005 – November 2012)
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Liberty TripAdvisor (August 2014 – June 2015)
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Sirius XM Holdings Inc. (Sirius XM) (April 2009 – May 2013)
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Ascent Capital Group, Inc. (January 2010 – September 2012)
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Live Nation Entertainment, Inc. (Live Nation) (January 2010 – February 2011)
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DIRECTV (including predecessors) (Chairman of the Board, February 2008 – June 2010)
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IAC/InterActiveCorp (May 2006 – June 2010)
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QURATE RETAIL, INC. / 15
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M. Ian G. Gilchrist
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Director Since: July 2009
Age: 72 Committees: Audit (Chair) Independent Director |
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Professional Background:
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Director and President of Trine Acquisition Corp. from March 2019 to December 2020
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Various officer positions including Managing Director at Citigroup/Salomon Brothers from 1995 to 2008, CS First Boston Corporation from 1988 to 1995, and Blyth Eastman Paine Webber from 1982 to 1988 and served as a Vice President of Warburg Paribas Becker Incorporated from 1976 to 1982
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Previously worked in the venture capital field and as an investment analyst
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Public Company Directorships:
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Liberty Media (including predecessors) (September 2011 – present)
Non-Liberty Public Company Directorships:
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None
Former Public Company Directorships:
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Trine Acquisition Corp. (March 2019 – December 2020)
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Andrea L. Wong
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Director Since: April 2010
Age: 55 Committees: Compensation; Nominating & Corporate Governance (Chair) Independent Director |
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Professional Background:
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President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment from September 2011 to March 2017
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President and Chief Executive Officer of Lifetime Entertainment Services from 2007 to April 2010
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Served as an Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company, from 2003 to 2007
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Public Company Directorships:
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Liberty Media (September 2011 – present)
Non-Liberty Public Company Directorships:
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Hudson Pacific Properties, Inc. (August 2017 – present)
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Roblox Corporation (August 2020 – present)
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Oaktree Acquisition Corp. II (September 2020 – present)
Former Public Company Directorships:
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Oaktree Acquisition Corp. (July 2019 – January 2021)
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Social Capital Hedosophia Holdings Corp. (September 2017 – October 2019)
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Hudson’s Bay Company (September 2014 – March 2020)
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16 / 2022 PROXY STATEMENT
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Fiona P. Dias
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Director Since: December 2017
Age: 56 Committees: Audit Independent Director |
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Ms. Dias was appointed to our board in connection with the closing of the HSN, Inc. acquisition and pursuant to the terms of the merger agreement for the transaction.
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Professional Background:
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Principal Digital Partner at Ryan Retail Consulting, LLC, a global consulting firm, since January 2015
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Chief Strategy Officer of ShopRunner, an online shopping service, from August 2011 to October 2014
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Executive Vice President, Strategy & Marketing, of GSI Commerce, Inc., a provider of digital commerce solutions, from February 2007 to June 2011
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Previously Executive Vice President and Chief Marketing Officer of Circuit City Stores, Inc., a specialty retailer of consumer electronics, and also held senior marketing positions with PepsiCo, Pennzoil-Quaker State Company and The Procter & Gamble Company
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Public Company Directorships:
Non-Liberty Public Company Directorships:
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Berkshire Grey Inc. (July 2021 – present)
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Realogy Holdings Corp., a real estate brokerage company (June 2013 – present)
Former Public Company Directorships:
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Advance Auto Parts, Inc. (September 2009 – May 2019)
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HSN, Inc. (July 2016 – December 2017)
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Choice Hotels International, Inc. (November 2004 – April 2012)
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Evan D. Malone
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Director Since: August 2008
Age: 51 |
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Professional Background:
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President of NextFab Studio, LLC (provides manufacturing-related technical training, product development, and business acceleration services) since June 2009
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Owner and manager of 1525 South Street LLC (real estate property and management company) since January 2008
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Co-owner and director of Drive Passion PC Services, CC (Internet café, telecommunications and document services company) in South Africa since 2007
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Applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001
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Founding member of Jet Wine Bar (wine bar) and Rex 1516 (restaurant) both in Philadelphia
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Director and president of the NextFab Foundation (IRS 501(c)(3) private operating foundation, which provides manufacturing-related technology and education to communities affected by economic or humanitarian distress) since November 2016
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Public Company Directorships:
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Liberty Media (September 2011 – present)
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Sirius XM (May 2013 – present)
Non-Liberty Public Company Directorships:
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None
Former Public Company Directorships:
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None
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QURATE RETAIL, INC. / 17
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Larry E. Romrell
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Director Since: December 2011, previously served March 1999 – September 2011
Age: 82 Committees: Audit; Compensation (Chair) Independent Director |
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Professional Background:
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Held numerous executive positions with TCI from 1991 to 1999
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Previously held various executive positions with Westmarc Communications, Inc.
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Public Company Directorships:
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Liberty Media (September 2011 – present)
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Liberty TripAdvisor (August 2014 – present)
Non-Liberty Public Company Directorships:
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LGP (July 2013 – present)
Former Public Company Directorships:
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LGI (June 2005 to June 2013)
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LMI (May 2004 – June 2005)
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Richard N. Barton
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Director Since: December 2016
Age: 54 Committees: Nominating and Corporate Governance Independent Director |
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Professional Background:
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Co-founder and Chief Executive Officer of Zillow Group, Inc. (Zillow) since February 2019, and Chief Executive Officer December 2004 – September 2010
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Co-founder of Glassdoor, Inc. (Glassdoor) and served as its Non-Executive Chairman from June 2007 to June 2018
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Venture partner at Benchmark Capital, a venture capital firm, from 2005 to 2018
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Founded Expedia as a group within Microsoft Corporation (Microsoft) in 1994, which was spun out as Expedia, Inc. in 1999; served as its Chief Executive Officer and President from 1999 to 2003
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Public Company Directorships:
Non-Liberty Public Company Directorships:
•
Zillow Group (December 2004 – present, Executive Chairman, September 2010 – February 2019)
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Netflix, Inc. (2002 – present)
Former Public Company Directorships:
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Altimeter Growth Corp. 2 (January 2021 – March 2022)
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Altimeter Growth Corp. (September 2020 – December 2021)
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Glassdoor (Non-Executive Chairman, June 2007 – June 2018)
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Expedia, Inc. (1999 – 2003)
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Ticketmaster Entertainment, Inc. (December 2001 – August 2002)
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18 / 2022 PROXY STATEMENT
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Gregory B. Maffei
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Chairman of the Board
Director Since: November 2005, Chairman since March 2018 Age: 61 Committees: Executive |
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Professional Background:
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President and Chief Executive Officer of our company from February 2006 to March 2018, having served as its CEO-Elect from November 2005 through February 2006; Chairman of the Board since March 2018
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President and Chief Executive Officer of Liberty Media since May 2007
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President and Chief Executive Officer of Liberty Broadband since June 2014
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President and Chief Executive Officer of LMAC since November 2020
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President and Chief Executive Officer of Liberty TripAdvisor since July 2013
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President and Chief Executive Officer of GCI Liberty from March 2018 until its combination with Liberty Broadband in December 2020
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Previously President and Chief Financial Officer of Oracle, Chairman, President and Chief Executive Officer of 360networks, and Chief Financial Officer of Microsoft
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Public Company Directorships:
•
Liberty Media (May 2007 – present)
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Sirius XM (March 2009 – present, Chairman of the Board, April 2013 – present)
•
Live Nation (February 2011 – present, Chairman of the Board, March 2013 – present)
•
Liberty TripAdvisor (July 2013 – present, Chairman of the Board, June 2015 – present)
•
Tripadvisor, Inc. (Tripadvisor) (Chairman of the Board, February 2013 – present)
•
Liberty Broadband (June 2014 – present)
•
Charter (May 2013 – present)
•
LMAC (November 2020 – present, Chairman of the Board, April 2021 – present)
Non-Liberty Public Company Directorships:
•
Zillow (February 2015 – present)
Former Public Company Directorships:
•
GCI Liberty (March 2018 – December 2020)
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Zillow, Inc. (Zillow’s predecessor) (May 2005 – February 2015)
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DIRECTV and predecessors (February 2008 – June 2010)
•
Electronic Arts, Inc. (June 2003 – July 2013)
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Barnes & Noble, Inc. (September 2011 – April 2014)
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STARZ (Chairman of the Board, January 2013 – December 2016)
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Pandora Media, Inc. (September 2017 – February 2019)
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QURATE RETAIL, INC. / 19
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David Rawlinson II
President and Chief Executive Officer
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Director Since: January 2022
Age: 46 Committees: Executive |
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Professional Background:
•
Chief Executive Officer and President of our company and QVC, Inc. since October 2021, previously President and CEO-Elect from August 2021 – September 2021
•
Chief Executive Officer of NielsenIQ (formerly Nielsen Global Connect) from February 2020 to March 2021
•
President of Global Online Business at W. W. Grainger, Inc. (Grainger) from November 2015 to February 2020, joined Grainger in July 2012 and previously held other executive roles with Grainger
•
Previously held executive roles at ITT Exelis (formerly ITT Corp.) from 2009 to 2012
•
Previously served as a White House Fellow and held appointed positions in both the Bush and Obama administrations; in the Obama Administration served as a senior advisor for economic policy with the White House National Economic Council.
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Public Company Directorships:
Non-Liberty Public Company Directorships:
•
Discover Financial Services (February 2021 – present)
Former Public Company Directorships:
•
Nielsen Holdings plc (February 2017 – March 2021)
•
MonotaRO Co., Ltd. (2014 – 2019)
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20 / 2022 PROXY STATEMENT
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QURATE RETAIL, INC. / 21
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Board Diversity Matrix (as of April 26, 2022)
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Total Number of Directors
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10
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Female
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Male
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Non-Binary
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Did Not
Disclose Gender |
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| Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Directors | | | | | 2 | | | | | | 8 | | | | | | | | | | | | — | | | | | | — | | |
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| African American or Black | | | | | — | | | | | | 1 | | | | | | | | | | | | — | | | | | | — | | |
| Alaskan Native or American Indian | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |
| Asian | | | | | 2 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |
| Hispanic or Latinx | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |
| Native Hawaiian or Pacific Islander | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |
| White | | | | | — | | | | | | 7 | | | | | | | | | | | | — | | | | | | — | | |
| Two or More Races or Ethnicities | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |
| LGBTQ+ | | | | | | | | | | | | | | | | | 1 | | | | | | | | | | | | | | |
| Did Not Disclose Demographic Background | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | |
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22 / 2022 PROXY STATEMENT
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QURATE RETAIL, INC. / 23
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AUDIT COMMITTEE OVERVIEW
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6 meetings in 2021
Chair
M. Ian G. Gilchrist*
Other Members
Fiona P. Dias Larry Romrell
Former Members
David E. Rapley (prior to August 2021)
*Our board of directors has
determined that Mr. Gilchrist is an “audit committee financial expert” under applicable SEC rules and regulations
Audit Committee Report,
page 36 |
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The audit committee reviews and monitors the corporate financial reporting and the internal and external audits of our company. The committee’s functions include, among other things:
•
Appointing or replacing our independent auditors;
•
Reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of our audits with our independent auditors;
•
Reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors;
•
Reviewing compliance with and the adequacy of our existing major accounting and financial reporting policies;
•
Reviewing our management’s procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices;
•
Confirming compliance with applicable SEC and stock exchange rules; and
•
Preparing a report for our annual proxy statement.
|
|
| | | | | |
|
EXECUTIVE COMMITTEE OVERVIEW
|
| |||
|
1 meeting in 2021
Members
John C. Malone Gregory B. Maffei David Rawlinson II
Former Members:
Michael A. George (prior to January 2022) |
| |
Our executive committee may exercise all the powers and authority of our board of directors in the management of our business and affairs (except as specifically prohibited by the General Corporation Law of the State of Delaware). This includes the power and authority to authorize the issuance of shares of our capital stock.
|
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| | | | | |
|
24 / 2022 PROXY STATEMENT
|
|
|
COMPENSATION COMMITTEE OVERVIEW
|
| |||
|
7 meetings in 2021
Chair
Larry E. Romrell
Other Members
Mark C. Vadon Andrea L. Wong
Compensation Committee Report, page 53
|
| |
Key Responsibilities:
•
Review and approve corporate goals and objectives relevant to the compensation of our Chairman of the Board, Chief Executive Officer and our other executive officers;
•
Review and approve the compensation of our Chief Executive Officer, Chief Legal Officer, Chief Administrative Officer, Chief Portfolio Officer, Chief Accounting Officer, Principal Financial Officer and Chief Corporate Development Officer;
•
Oversee the compensation of the chief executive officers of our non-public operating subsidiaries.
For a description of our processes and policies for consideration and determination of executive compensation, including the role of our Chairman of the Board and outside consultants in determining or recommending amounts and/or forms of compensation, see “Executive Compensation—Compensation Discussion and Analysis.” A subcommittee, whose members are Larry E. Romrell and Andrea L. Wong, was formed in 2017 to review compensation matters for purposes of Section 16 of the Exchange Act and Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code).
|
|
| | | | | |
|
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW
|
| |||
|
2 meetings in 2021
Chair
Andrea L. Wong
Other Members
Richard N. Barton Mark C. Vadon
Former Members
David E. Rapley (prior to August 2021) |
| |
Key Responsibilities:
•
Identify individuals qualified to become board members consistent with criteria established or approved by our board of directors from time to time;
•
Identify director nominees for upcoming annual meetings;
•
Develop corporate governance guidelines applicable to our company; and
•
Oversee the evaluation of our board and management.
|
|
| | | | | |
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QURATE RETAIL, INC. / 25
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26 / 2022 PROXY STATEMENT
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QURATE RETAIL, INC. / 27
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28 / 2022 PROXY STATEMENT
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|
QURATE RETAIL, INC. / 29
|
|
|
Name
|
| |
# of QRTEA
RSUs |
| |||
| Richard N. Barton | | | | | 14,188 | | |
| Fiona P. Dias | | | | | 14,188 | | |
| M. Ian G. Gilchrist | | | | | 14,188 | | |
| Evan D. Malone | | | | | 14,188 | | |
| Larry E. Romrell | | | | | 14,188 | | |
| Mark C. Vadon | | | | | 14,188 | | |
| Andrea L. Wong | | | | | 14,188 | | |
|
|
30 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 31
|
|
|
Name(1)
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Stock
Awards ($)(2)(3) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
| |
All other
compensation ($)(5) |
| |
Total
($) |
| |||||||||||||||
| John C. Malone | | | | | — | | | | | | — | | | | | | — | | | | | | 292,786(6)(7)(8) | | | | | | 292,786 | | |
| Richard N. Barton | | | | | 120,500(4) | | | | | | 115,490 | | | | | | 8,708 | | | | | | — | | | | | | 244,698 | | |
| Fiona P. Dias | | | | | 121,544 | | | | | | 115,490 | | | | | | — | | | | | | 27,368(9) | | | | | | 264,402 | | |
| M. Ian G. Gilchrist | | | | | 150,500 | | | | | | 115,490 | | | | | | — | | | | | | 14,603(9) | | | | | | 280,593 | | |
| Evan D. Malone | | | | | 110,500 | | | | | | 115,490 | | | | | | — | | | | | | 14,603(9) | | | | | | 240,593 | | |
| David E. Rapley(10) | | | | | 101,415(4) | | | | | | — | | | | | | 82,286 | | | | | | — | | | | | | 183,701 | | |
| Larry E. Romrell | | | | | 160,500 | | | | | | 115,490 | | | | | | — | | | | | | — | | | | | | 275,990 | | |
| Mark C. Vadon | | | | | 130,500(4) | | | | | | 115,490 | | | | | | 24,350 | | | | | | — | | | | | | 270,340 | | |
| Andrea L. Wong | | | | | 127,863(4) | | | | | | 115,490 | | | | | | 56,925 | | | | | | 7,301(9) | | | | | | 307,579 | | |
| | | |
John C.
Malone |
| |
Richard N.
Barton |
| |
Fiona P.
Dias |
| |
M. Ian G.
Gilchrist |
| |
Evan D.
Malone |
| |
David E.
Rapley |
| |
Larry E.
Romrell |
| |
Mark C.
Vadon |
| |
Andrea L.
Wong |
| |||||||||||||||||||||||||||
| Options (#) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | 191,890 | | | | | | — | | | | | | 145,971 | | | | | | — | | | | | | 104,840 | | | | | | 209,685 | | | | | | 557,559 | | | | | | 46,059 | | |
| RSUs & DSUs (#) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | 14,188 | | | | | | 28,187 | | | | | | 14,188 | | | | | | 14,188 | | | | | | — | | | | | | 14,188 | | | | | | 14,188 | | | | | | 14,188 | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | 269 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Name
|
| |
2021
Deferred Compensation ($) |
| |
2021 Above
Market Earnings on Accrued Interest ($) |
| ||||||
| Richard N. Barton | | | | | 120,500 | | | | | | 8,708 | | |
| David E. Rapley | | | | | 101,415 | | | | | | 82,286 | | |
| Mark C. Vadon | | | | | 130,500 | | | | | | 24,350 | | |
| Andrea L. Wong | | | | | 127,863 | | | | | | 56,925 | | |
|
32 / 2022 PROXY STATEMENT
|
|
| | | |
Amounts ($)
|
| |||
| Reimbursement for personal accounting services | | | | | 15,000 | | |
| Compensation related to personal use of corporate aircraft (a) | | | | | 40,770 | | |
| Tax payments made on behalf of Mr. Malone | | | | | 226,888 | | |
|
QURATE RETAIL, INC. / 33
|
|
|
What am I being asked to vote on and how should I vote?
|
|
| OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL | | |
![]() |
|
|
The board of directors recommends that you vote FOR this proposal because KPMG LLP is an independent firm with few ancillary services and reasonable fees, and has significant industry and financial reporting expertise.
|
|
| | | |
2021
|
| |
2020
|
| ||||||
| Audit fees | | | | $ | 8,399,200 | | | | | | 8,651,600 | | |
| Audit related fees(1) | | | | | — | | | | | | 495,000 | | |
|
Audit and audit related fees
|
| | | | 8,399,200 | | | | | | 9,146,600 | | |
| Tax fees(2) | | | | | 766,000 | | | | | | 747,800 | | |
|
Total fees
|
| | | $ | 9,165,200 | | | | | | 9,894,400 | | |
|
|
34 / 2022 PROXY STATEMENT
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QURATE RETAIL, INC. / 35
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36 / 2022 PROXY STATEMENT
|
|
|
![]() |
| |
Brian J. Wendling
|
| |
Principal Financial Officer
and Chief Accounting Officer Age: 49 |
|
| Current Positions | | | Prior Positions/Experience | |
|
•
Chief Accounting Officer and Principal Financial Officer of our company since January 2020 and July 2019, respectively
•
Chief Accounting Officer and Principal Financial Officer of Liberty Media and Liberty Broadband since January 2020 and July 2019, respectively, and LMAC since November 2020
•
Senior Vice President and Chief Financial Officer of Liberty TripAdvisor since January 2016
•
Director of comScore, Inc. since March 2021
|
| |
•
Chief Accounting Officer and Principal Financial Officer of GCI Liberty from January 2020 and July 2019, respectively—December 2020
•
Senior Vice President and Controller of each of our company, Liberty Media and Liberty Broadband from January 2016—December 2019 and GCI Liberty from March 2018—December 2019
•
Senior Vice President and Controller of Liberty TripAdvisor from August 2014—December 2015
•
Senior Vice President of Liberty Expedia from March 2016—July 2019
•
Vice President and Controller of our company from November 2011—December 2015, Liberty Media from November 2011—December 2015 and Liberty Broadband from October 2014—December 2015
•
Various positions with Liberty Media and Qurate Retail since 1999
|
|
|
![]() |
| |
Albert E. Rosenthaler
|
| |
Chief Corporate Development Officer
Age: 62 |
|
| Current Positions | | | Prior Positions/Experience | |
|
•
Chief Corporate Development Officer of our company since October 2016
•
Chief Corporate Development Officer of Liberty Media, Liberty TripAdvisor and Liberty Broadband since October 2016 and LMAC since November 2020
•
Director of Tripadvisor since February 2016
|
| |
•
Chief Corporate Development Officer of GCI Liberty from March 2018—December 2020
•
Chief Corporate Development Officer of Liberty Expedia from October 2016—July 2019
•
Chief Tax Officer of our company, Liberty Media, Liberty TripAdvisor and Liberty Broadband from Jan 2016—September 2016
•
Chief Tax Officer of Liberty Expedia from March 2016—September 2016
•
Senior Vice President of our company from April 2002—December 2015, Liberty Media from May 2007—December 2015, Liberty TripAdvisor from July 2013—December 2015, Liberty Broadband from June 2014—December 2015
|
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|
QURATE RETAIL, INC. / 37
|
|
|
![]() |
| |
Renee L. Wilm
|
| |
Chief Legal Officer and Chief Administrative Officer
Age: 48 |
|
| Current Positions | | | Prior Positions/Experience | |
|
•
Chief Legal Officer and Chief Administrative Officer of our company since September 2019 and January 2021, respectively
•
Chief Legal Officer and Chief Administrative Officer of Liberty Media, Liberty TripAdvisor and Liberty Broadband since September 2019 and January 2021, respectively, and LMAC since November 2020 and January 2021, respectively
•
Director of LMAC since January 2021
|
| |
•
Chief Legal Officer of GCI Liberty from September 2019 to December 2020
•
Prior to September 2019, Senior Partner with the law firm Baker Botts L.L.P., where she represented our company, Liberty Media, Liberty TripAdvisor, Liberty Broadband and GCI Liberty and their predecessors for over twenty years, specializing in mergers and acquisitions, complex capital structures and shareholder arrangements, as well as securities offerings and matters of corporate governance and securities law compliance; while at Baker Botts, was a member of the Executive Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York office
|
|
|
38 / 2022 PROXY STATEMENT
|
|
| |
GREGORY B.
MAFFEI |
|
| |
Chairman of the Board
|
|
| |
DAVID
RAWLINSON II |
|
| |
President and Chief Executive Officer
|
|
| |
MICHAEL A.
GEORGE |
|
| |
Former President and Chief Executive Officer
|
|
| |
BRIAN J.
WENDLING |
|
| |
Chief Accounting Officer and Principal Financial Officer
|
|
| |
ALBERT E.
ROSENTHALER |
|
| |
Chief Corporate Development Officer
|
|
| |
RENEE L.
WILM |
|
| |
Chief Legal Officer and Chief Administrative Officer
|
|
|
![]() |
| |
Compensation Philosophy
|
|
|
Our compensation philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value.
|
|
|
![]() |
| |
WHAT WE DO
|
| | |
![]() |
| |
WHAT WE DO NOT DO
|
|
|
•
A significant portion of compensation is at-risk and performance-based.
•
Performance targets for our executives support the long-term growth of the company.
•
We have clawback provisions for equity-based incentive compensation.
•
We have stock ownership guidelines for our executive officers.
•
We review our executives’ base salaries on an annual basis.
|
| | |
•
Our compensation practices do not encourage excessive risk taking.
•
We do not provide tax gross-up payments in connection with taxable income from perquisites.
•
We do not engage in liberal share recycling.
|
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QURATE RETAIL, INC. / 39
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|
|
40 / 2022 PROXY STATEMENT
|
|
| | | | | | | | |
|
Pay-Setting
|
| |
![]() |
| |
In making its compensation decision for each named executive officer, our compensation committee considers the following:
•
each element of the named executive officer’s compensation, including salary, performance-based bonus, equity compensation, perquisites and other personal benefits, and weights equity compensation most heavily;
•
the financial performance of our company compared to internal forecasts and budgets;
•
the scope of the named executive officer’s responsibilities;
•
the competitive nature of the compensation packages offered based on general industry knowledge of the retail and commerce industries and periodic use of survey information provided by Mercer (US), Inc. (Mercer) and FW Cook; and
•
the performance of the group reporting to the named executive officer.
|
|
|
QURATE RETAIL, INC. / 41
|
|
|
42 / 2022 PROXY STATEMENT
|
|
Individual Performance Bonus
(60% weighting) |
| | | | |
Corporate Performance Bonus
(40% weighting) |
|
•
Based on each named executive officers’ personal, department and corporate related goals
•
Named executive officer provided a self-evaluation of their achievements, and in the case of Messrs. Wendling and Rosenthaler and Ms. Wilm, Mr. Maffei also provided an evaluation
•
Compensation committee reviewed goals, evaluations and achievements before approving a specific payout for each named executive officer
|
| |
![]() |
| |
•
30% based on consolidated financial results of all subsidiaries and major investments within our company, Liberty Media, Liberty TripAdvisor and Liberty Broadband
◦
10% based on consolidated revenue results
◦
10% based on consolidated Adjusted OIBDA results
◦
10% based on consolidated free cash flow results
•
10% based on corporate level achievements such as merger and acquisition activity, investments, financings, ESG initiatives, SEC/audit compliance, litigation management and tax compliance
|
|
|
QURATE RETAIL, INC. / 43
|
|
|
GREGORY B. MAFFEI
|
| |||
| Chairman of the Board | | |||
|
Performance Objectives:
•
Provide leadership to Qurate Retail Group to drive strategies, improve brand and increase shareholder value
•
Assess capital allocation strategies, capital structure and tax efficiency initiatives
•
Assist with recruitment of senior officers, including new CEO
|
| |
•
Monitor cost synergies against plan
•
Oversee opportunistic investments
•
Support development and goals of management team
•
Continue development of ESG program
|
|
|
BRIAN J. WENDLING
|
| |||
| Chief Accounting Officer and Principal Financial Officer | | |||
|
Performance Objectives:
•
Ensure timely and accurate internal and external financial reports
•
Support ongoing assessments and improvements to the company’s internal control structure
•
Manage company’s capital expenditure plan with a particular focus on information technology
|
| |
•
Continued development and training of accounting, reporting and internal audit staff
•
Assist other executives in accounting and financial related due diligence on potential acquisition targets
•
Assist treasury and management on capital allocation
|
|
|
44 / 2022 PROXY STATEMENT
|
|
|
ALBERT E. ROSENTHALER
|
| |||
| Chief Corporate Development Officer | | |||
|
Performance Objectives:
•
Evaluate potential merger, acquisition and strategic investment opportunities
•
Assess capital structure and capital allocation
|
| |
•
Continue oversight of tax and corporate development departments
|
|
|
RENEE L. WILM
|
| |||
| Chief Legal Officer and Chief Administrative Officer | | |||
|
Performance Objectives:
•
Support corporate development in the evaluation of acquisition targets and strategic investments; provide legal support for execution of selected opportunities
•
Support treasury and management in evaluation of capital structures, capital allocation and liquidity solutions
•
Support subsidiary legal departments with regard to litigation, corporate matters and compliance, including privacy and cyber security concerns
|
| |
•
Continue to develop and refine active government affairs program
•
Oversee executive recruiting and talent development at our company and assist with succession planning at QVC, including search for new CEO
•
Provide support for ESG initiative
|
|
|
Name
|
| |
Qurate Retail
Maximum Individual Bonus |
| |
Percentage Payable
|
| |
Aggregate
Dollar Amount |
| |||||||||
| Gregory B. Maffei | | | | $ | 3,468,000 | | | | | | 62.50% | | | | | $ | 2,167,500 | | |
| Brian J. Wendling | | | | $ | 122,783 | | | | | | 81.25% | | | | | $ | 99,761 | | |
| Albert E. Rosenthaler | | | | $ | 224,643 | | | | | | 81.25% | | | | | $ | 182,523 | | |
| Renee L. Wilm | | | | $ | 224,726 | | | | | | 87.50% | | | | | $ | 196,636 | | |
|
QURATE RETAIL, INC. / 45
|
|
| | | |
(dollar amounts in millions)
|
| |||||||||||||||
| | | |
2021 Forecast
|
| |
2021 Actual
|
| |
Actual /
Forecast |
| |||||||||
| Revenue(1) | | | | $ | 44,328 | | | | | $ | 44,526 | | | | | | 0.45% | | |
| Adjusted OIBDA(1) | | | | $ | 12,286 | | | | | $ | 12,317 | | | | | | 0.25% | | |
| Free Cash Flow(1)(2) | | | | $ | 5,996 | | | | | $ | 6,304 | | | | | | 5.14% | | |
|
|
Financial Measure
|
| |
Percentage Payable
|
|
| Revenue(1) | | |
6% of a possible 10%
|
|
| Adjusted OIBDA(1) | | |
9% of a possible 10%
|
|
| Free Cash Flow(1)(2) | | |
8% of a possible 10%
|
|
|
|
Name
|
| |
Qurate Retail
Maximum Corporate Bonus Related to Financial Measures |
| |
Percentage
Payable |
| |
Aggregate
Dollar Amount |
| |||||||||
| Gregory B. Maffei | | | | $ | 1,734,000 | | | | | | 76.67% | | | | | $ | 1,329,400 | | |
| Brian J. Wendling | | | | $ | 61,391 | | | | | | 76.67% | | | | | $ | 47,067 | | |
| Albert E. Rosenthaler | | | | $ | 112,322 | | | | | | 76.67% | | | | | $ | 86,113 | | |
| Renee L. Wilm | | | | $ | 112,363 | | | | | | 76.67% | | | | | $ | 86,145 | | |
|
|
46 / 2022 PROXY STATEMENT
|
|
|
Name
|
| |
Qurate Retail
Maximum Corporate Bonus Related to Corporate-Level Achievements |
| |
Percentage
Payable |
| |
Aggregate
Dollar Amount |
| |||||||||
| Gregory B. Maffei | | | | $ | 578,000 | | | | | | 85% | | | | | $ | 491,300 | | |
| Brian J. Wendling | | | | $ | 20,464 | | | | | | 85% | | | | | $ | 17,394 | | |
| Albert E. Rosenthaler | | | | $ | 37,441 | | | | | | 85% | | | | | $ | 31,825 | | |
| Renee L. Wilm | | | | $ | 37,454 | | | | | | 85% | | | | | $ | 31,836 | | |
|
|
Name
|
| |
Individual
Performance Bonus |
| |
Corporate
Performance Bonus Related to Financial Measures |
| |
Corporate
Performance Bonus Related to Corporate- Level Achievements |
| |
Total Bonus
|
| ||||||||||||
| Gregory B. Maffei | | | | $ | 2,167,500 | | | | | $ | 1,329,400 | | | | | $ | 491,300 | | | | | $ | 3,988,200 | | |
| Brian J. Wendling | | | | $ | 99,761 | | | | | $ | 47,067 | | | | | $ | 17,394 | | | | | $ | 164,222 | | |
| Albert E. Rosenthaler | | | | $ | 182,523 | | | | | $ | 86,113 | | | | | $ | 31,825 | | | | | $ | 300,460 | | |
| Renee L. Wilm | | | | $ | 196,636 | | | | | $ | 86,145 | | | | | $ | 31,836 | | | | | $ | 314,617 | | |
|
|
QURATE RETAIL, INC. / 47
|
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48 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 49
|
|
|
50 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 51
|
|
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52 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 53
|
|
|
Name and
Principal Position (as of 12/31/21) |
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($)(2) |
| |
Stock
Awards ($)(3) |
| |
Option
Awards ($)(4) |
| |
Non-Equity
Incentive Plan Compensation ($)(5) |
| |
All Other
Compensation ($)(6)(7)(8) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Gregory B. Maffei
Chairman of the Board |
| | | | 2021 | | | | | | 510,000 | | | | | | — | | | | | | 17,987,415 | | | | | | — | | | | | | 3,988,200 | | | | | | 517,851(9)(10)(12) | | | | | | 23,003,466 | | |
| | | 2020 | | | | | | 436,972 | | | | | | — | | | | | | 2,594,554 | | | | | | 5,815,187 | | | | | | 5,612,319 | | | | | | 3,078,902(9)(10)(11)(12) | | | | | | 17,537,934 | | | |||
| | | 2019 | | | | | | 1,167,798 | | | | | | 950,000 | | | | | | 3,807,616 | | | | | | 7,491,251 | | | | | | 1,005,096 | | | | | | 284,316(9)(10) | | | | | | 14,706,077 | | | |||
|
David Rawlinson II(13)
President and Chief Executive Officer |
| | | | 2021 | | | | | | 520,833 | | | | | | 2,054,966 | | | | | | 6,841,422 | | | | | | 5,948,895 | | | | | | — | | | | | | 859,792(11)(12) | | | | | | 16,225,908 | | |
| | | 2020 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |||
| | | 2019 | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | | | | n/a | | | |||
|
Michael A. George(14)
Former President and Chief Executive Officer |
| | | | 2021 | | | | | | 1,500,000 | | | | | | — | | | | | | 10,923,797 | | | | | | — | | | | | | 527,597 | | | | | | 1,986,297(12)(15) | | | | | | 14,937,691 | | |
| | | 2020 | | | | | | 1,250,000 | | | | | | — | | | | | | 3,218,805 | | | | | | — | | | | | | 2,500,000 | | | | | | 3,822,054(12)(15) | | | | | | 10,790,859 | | | |||
| | | 2019 | | | | | | 1,250,000 | | | | | | — | | | | | | 3,413,655 | | | | | | — | | | | | | — | | | | | | 34,316(15) | | | | | | 4,697,971 | | | |||
|
Brian J. Wendling(16)
Chief Accounting Officer and Principal Financial Officer |
| | | | 2021 | | | | | | 66,206 | | | | | | — | | | | | | 126,988 | | | | | | — | | | | | | 164,222 | | | | | | 16,685(12) | | | | | | 374,101 | | |
| | | 2020 | | | | | | 106,662 | | | | | | — | | | | | | 74,286 | | | | | | 323,562 | | | | | | 143,931 | | | | | | 87,975(12) | | | | | | 736,416 | | | |||
| | | 2019 | | | | | | 85,111 | | | | | | — | | | | | | 142,207 | | | | | | — | | | | | | 61,408 | | | | | | 7,594 | | | | | | 296,320 | | | |||
|
Albert E. Rosenthaler
Chief Corporate Development Officer |
| | | | 2021 | | | | | | 209,226 | | | | | | — | | | | | | 229,401 | | | | | | — | | | | | | 300,460 | | | | | | 31,234(12) | | | | | | 770,321 | | |
| | | 2020 | | | | | | 180,057 | | | | | | — | | | | | | 152,940 | | | | | | 584,499 | | | | | | 297,461 | | | | | | 165,133(12) | | | | | | 1,380,090 | | | |||
| | | 2019 | | | | | | 204,399 | | | | | | — | | | | | | 243,297 | | | | | | — | | | | | | 199,289 | | | | | | 7,815 | | | | | | 654,800 | | | |||
|
Renee L. Wilm(17)
Chief Legal Officer and Chief Administrative Officer |
| | | | 2021 | | | | | | 220,238 | | | | | | — | | | | | | 229,401 | | | | | | — | | | | | | 314,617 | | | | | | 30,030(12) | | | | | | 794,286 | | |
| | | 2020 | | | | | | 142,800 | | | | | | — | | | | | | 122,899 | | | | | | 157,395 | | | | | | 210,862 | | | | | | 145,179(12)(18) | | | | | | 779,135 | | | |||
| | | 2019 | | | | | | 26,923 | | | | | | — | | | | | | 67,336 | | | | | | 1,319,153 | | | | | | 21,418 | | | | | | 5,981(18) | | | | | | 1,440,811 | | |
|
54 / 2022 PROXY STATEMENT
|
|
|
Years of Service
|
| |
Vesting
Percentage |
| |||
| Less than 1 | | | | | 0% | | |
| 1 – 2 | | | | | 33% | | |
| 2 – 3 | | | | | 66% | | |
| 3 or more | | | | | 100% | | |
| | | |
Amounts ($)
|
| |||||||||||||||
|
Name
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
| Gregory B. Maffei | | | | | 4,930 | | | | | | 5,415 | | | | | | 4,760 | | |
| Michael A. George | | | | | 13,050 | | | | | | 12,825 | | | | | | 12,600 | | |
| Brian J. Wendling | | | | | 3,190 | | | | | | 5,985 | | | | | | 5,320 | | |
| Albert E. Rosenthaler | | | | | 5,510 | | | | | | 5,415 | | | | | | 6,160 | | |
| Renee L. Wilm | | | | | 5,800 | | | | | | 3,990 | | | | | | — | | |
|
QURATE RETAIL, INC. / 55
|
|
| | | |
Amounts ($)
|
| |||||||||||||||
|
Name
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
| Gregory B. Maffei | | | | | 1,279 | | | | | | 385 | | | | | | 834 | | |
| David Rawlinson II | | | | | 338 | | | | | | n/a | | | | | | n/a | | |
| Michael A. George | | | | | 3,564 | | | | | | 2,322 | | | | | | 1,935 | | |
| Brian J. Wendling | | | | | 188 | | | | | | 359 | | | | | | 281 | | |
| Albert E. Rosenthaler | | | | | 1,430 | | | | | | 1,430 | | | | | | 1,655 | | |
| Renee L. Wilm | | | | | 342 | | | | | | 239 | | | | | | 46 | | |
| | | |
Amounts ($)
|
| |||||||||||||||
| | | |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
| Compensation related to personal use of corporate aircraft(a) | | | | | 187,483 | | | | | | 126,930 | | | | | | 275,900 | | |
|
Name
|
| |
Cash Value ($)
|
| |||
| Gregory B. Maffei | | | | | 321,337 | | |
| David Rawlinson II | | | | | 814,454 | | |
| Michael A. George | | | | | 1,916,399(a) | | |
| Brian J. Wendling | | | | | 13,307 | | |
| Albert E. Rosenthaler | | | | | 24,294 | | |
| Renee L. Wilm | | | | | 23,888 | | |
|
56 / 2022 PROXY STATEMENT
|
|
|
Amounts ($)
|
| ||||||||||||
|
2021
|
| |
2020
|
| |
2019
|
| ||||||
| 53,284 | | | | | 7,756 | | | | | | 19,781 | | |
|
Amounts ($)
|
| ||||||||||||
|
2021
|
| |
2020
|
| |
2019
|
| ||||||
| n/a | | | | | 13,754 | | | | | | 5,935 | | |
|
QURATE RETAIL, INC. / 57
|
|
|
58 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 59
|
|
|
60 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 61
|
|
|
62 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 63
|
|
| Chief Executive Officer Total Annual Compensation | | | | $ | 20,364,269 | | |
| Median Employee Total Annual Compensation | | | | $ | 29,674 | | |
| Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | | | | | 686:1 | | |
| Chief Executive Officer Total Annual Compensation (without the 2021 Rawlinson Term RSUs, the 2021 Rawlinson Term Options and the signing bonus) | | | | $ | 7,672,292 | | |
| Median Employee Total Annual Compensation | | | | $ | 29,674 | | |
| Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | | | | | 259:1 | | |
|
64 / 2022 PROXY STATEMENT
|
|
| | | | | | |
Estimated Future Payouts
under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant
Date Fair Value of Stock and Option Awards ($) |
| |||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Threshold
($)(1) |
| |
Target
($)(1) |
| |
Maximum
($)(1) |
| |
Threshold
(#)(2) |
| |
Target
(#)(2) |
| |
Maximum
(#)(3) |
| |||||||||||||||||||||||||||||||||||||||
|
Gregory B. Maffei
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 03/10/2021(4) | | |
—
|
| | | | 2,890,000 | | | | | | 5,780,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | 03/10/2021(5) | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 229,022 | | | | | | 343,533 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,954,384 | | |
|
QRTEB
|
| | 06/03/2021 | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,101,321(6) | | | | | | — | | | | | | — | | | | | | 15,033,032 | | |
| David Rawlinson II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | 08/18/2021(7) | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 142,699 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,498,340 | | |
|
QRTEA
|
| | 08/18/2021 | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 508,865(8) | | | | | | — | | | | | | — | | | | | | 5,343,083 | | |
|
QRTEA
|
| | 08/18/2021 | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,185,053(9) | | | | | | 10.50 | | | | | | 5,948,895 | | |
| Michael A. George | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 03/10/2021(4) | | |
—
|
| | | | 1,500,000 | | | | | | 3,600,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | 03/10/2021(5) | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 423,403 | | | | | | 635,105 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,461,899 | | |
|
QRTEA
|
| | 03/10/2021 | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 423,403(10) | | | | | | — | | | | | | — | | | | | | 5,461,899 | | |
| Brian J. Wendling | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 03/10/2021(4) | | |
—
|
| | | | 102,319 | | | | | | 204,638 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | 03/10/2021(5) | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 9,844 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 126,988 | | |
| Albert E. Rosenthaler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 03/10/2021(4) | | |
—
|
| | | | 187,203 | | | | | | 374,405 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | 03/10/2021(5) | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,783 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 229,401 | | |
| Renee L. Wilm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 03/10/2021(4) | | |
—
|
| | | | 187,272 | | | | | | 374,544 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | 03/10/2021(5) | | |
—
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,783 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 229,401 | | |
|
QURATE RETAIL, INC. / 65
|
|
|
66 / 2022 PROXY STATEMENT
|
|
| | | |
Option awards
|
| |
Stock awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| |||||||||||||||||||||||||||
| Gregory B. Maffei | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 411,804 | | | | | | — | | | | | | — | | | | | | 12.50 | | | | | | 12/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | — | | | | | | 4,422,819(1) | | | | | | — | | | | | | 3.98 | | | | | | 12/15/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | — | | | | | | 1,309,581(2) | | | | | | — | | | | | | 8.84 | | | | | | 12/10/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEB
|
| | | | 1,498,287 | | | | | | — | | | | | | — | | | | | | 12.20 | | | | | | 03/29/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEB
|
| | | | 315,980 | | | | | | — | | | | | | — | | | | | | 11.59 | | | | | | 05/11/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEB
|
| | | | 360,087 | | | | | | — | | | | | | — | | | | | | 13.49 | | | | | | 03/05/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEB
|
| | | | 46,671 | | | | | | — | | | | | | — | | | | | | 8.76 | | | | | | 03/06/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 229,022(3)(9) | | | | | | 1,740,567 | | |
| Restricted Share Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,101,321(4) | | | | | | 8,370,040 | | | | | | — | | | | | | — | | |
| David Rawlinson II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | 1,333,184(5) | | | | | | — | | | | | | 8.98 | | | | | | 08/18/2028 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 142,699(3)(9) | | | | | | 1,084,512 | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 442,713(6)(9) | | | | | | 3,364,619 | | | | | | — | | | | | | — | | |
| Michael A. George | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 3,458,652 | | | | | | — | | | | | | — | | | | | | 12.62 | | | | | | 12/31/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 1,184,334 | | | | | | — | | | | | | — | | | | | | 10.77 | | | | | | 08/15/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 423,403(3)(9) | | | | | | 3,217,863 | | |
| Brian J. Wendling | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 90,609 | | | | | | — | | | | | | — | | | | | | 13.43 | | | | | | 05/12/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 219,877 | | | | | | — | | | | | | — | | | | | | 13.43 | | | | | | 05/12/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | — | | | | | | 72,866(7) | | | | | | — | | | | | | 8.84 | | | | | | 12/10/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,844(3)(9) | | | | | | 74,814 | | |
| Albert E. Rosenthaler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 231,717 | | | | | | — | | | | | | — | | | | | | 14.38 | | | | | | 03/04/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 523,892 | | | | | | — | | | | | | — | | | | | | 14.38 | | | | | | 03/04/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | 12,268 | | | | | | — | | | | | | — | | | | | | 12.50 | | | | | | 12/26/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | — | | | | | | 131,629(7) | | | | | | — | | | | | | 8.84 | | | | | | 12/10/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,783 (3)(9) | | | | | | 135,151 | | |
| Renee L. Wilm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | 634,624(8) | | | | | | — | | | | | | 4.99 | | | | | | 11/13/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEA
|
| | | | — | | | | | | 35,445 (7) | | | | | | — | | | | | | 8.84 | | | | | | 12/10/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| RSU Award | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,783(3)(9) | | | | | | 135,151 | | |
|
QURATE RETAIL, INC. / 67
|
|
| | | |
Amounts ($)
|
| |||
|
Name
|
| |
Special Cash Dividend Equivalent Rights
|
| |||
| Gregory B. Maffei | | | | | 286,277 | | |
| David Rawlinson II | | | | | 731,764 | | |
| Michael A. George | | | | | 529,253(a) | | |
| Brian J. Wendling | | | | | 12,305 | | |
| Albert E. Rosenthaler | | | | | 22,228 | | |
| Renee L. Wilm | | | | | 22,228 | | |
|
68 / 2022 PROXY STATEMENT
|
|
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
shares acquired on exercise (#) |
| |
Value
realized on exercise ($) |
| |
Number of
shares acquired on vesting (#)(1) |
| |
Value
realized on vesting ($) |
| ||||||||||||
| Gregory B. Maffei | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 584,359 | | | | | | 7,614,198 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | 17,530 | | | | | | 1,771,056 | | |
| David Rawlinson II | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 66,152 | | | | | | 537,154 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Michael A. George | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 1,409,343 | | | | | | 16,284,831 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | 29,577 | | | | | | 2,988,164 | | |
| Brian J. Wendling | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 16,731 | | | | | | 218,005 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | 501 | | | | | | 50,616 | | |
| Albert E. Rosenthaler | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 34,446 | | | | | | 448,831 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | 1,033 | | | | | | 104,364 | | |
| Renee L. Wilm | | | | | | | | | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | — | | | | | | — | | | | | | 27,680 | | | | | | 360,670 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | 830 | | | | | | 83,855 | | |
|
QURATE RETAIL, INC. / 69
|
|
|
Name
|
| |
Executive
contributions in 2021 ($) |
| |
Registrant
contributions in 2021 ($) |
| |
Aggregate
earnings in 2021 ($) |
| |
Aggregate
withdrawals/ distributions ($) |
| |
Aggregate
balance at 12/31/21 ($) |
| |||||||||||||||
| Michael A. George | | | | | — | | | | | | — | | | | | | 1,174 | | | | | | — | | | | | | 19,949 | | |
|
70 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 71
|
|
|
72 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 73
|
|
|
74 / 2022 PROXY STATEMENT
|
|
|
Name
|
| |
Voluntary
Termination Without Good Reason ($) |
| |
Termination
for Cause ($) |
| |
Termination
Without Cause or for Good Reason ($) |
| |
Death
($) |
| |
Disability
($) |
| |
After a Change
in Control ($) |
| ||||||||||||||||||
| Gregory B. Maffei | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Severance | | | | | 2,890,000 (1) | | | | | | — | | | | | | 12,750,000(2) | | | | | | 12,750,000(2) | | | | | | 12,750,000(2) | | | | | | — | | |
| Options | | | | | 8,005,301 (3) | | | | | | —(4) | | | | | | 16,010,605(5) | | | | | | 16,010,605(5) | | | | | | 16,010,605(5) | | | | | | —(6) | | |
| RSUs and Restricted Shares | | | | | 1,740,567(3) | | | | | | 1,740,567(4) | | | | | | 10,110,607(5) | | | | | | 10,110,607(5) | | | | | | 10,110,607(5) | | | | | | 1,740,567(6) | | |
| Perquisites(7) | | | | | — | | | | | | — | | | | | | 120,849 | | | | | | — | | | | | | 120,849 | | | | | | — | | |
|
Total
|
| | | | 12,635,868 | | | | | | 1,740,567 | | | | | | 38,992,060 | | | | | | 38,871,212 | | | | | | 38,992,060 | | | | | | 1,740,567 | | |
| David Rawlinson II | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base Compensation Continuing Payment | | | | | — | | | | | | — | | | | | | — | | | | | | 1,250,000(8) | | | | | | 1,250,000(8) | | | | | | — | | |
| Severance | | | | | — | | | | | | — | | | | | | 4,218,750(9) | | | | | | — | | | | | | — | | | | | | — | | |
| Options | | | | | —(10) | | | | | | —(11) | | | | | | — (12) | | | | | | —(13) | | | | | | —(13) | | | | | | —(14) | | |
| RSUs | | | | | —(10) | | | | | | —(11) | | | | | | 3,372,264(12) | | | | | | 4,449,131(13) | | | | | | 4,449,131(13) | | | | | | 4,449,131(14) | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 7,591,014 | | | | | | 5,699,131 | | | | | | 5,699,131 | | | | | | 4,449,131 | | |
| Brian J. Wendling | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | | | | —(10) | | | | | | —(11) | | | | | | —(12) | | | | | | —(13) | | | | | | —(13) | | | | | | —(14) | | |
| RSUs | | | | | —(10) | | | | | | —(11) | | | | | | 74,814 (12) | | | | | | 74,814(13) | | | | | | 74,814(13) | | | | | | 74,814(14) | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 74,814 | | | | | | 74,814 | | | | | | 74,814 | | | | | | 74,814 | | |
| Albert E. Rosenthaler | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | | | | —(10) | | | | | | —(11) | | | | | | — (12) | | | | | | —(13) | | | | | | —(13) | | | | | | —(14) | | |
| RSUs | | | | | —(10) | | | | | | —(11) | | | | | | 135,151 (12) | | | | | | 135,151(13) | | | | | | 135,151(13) | | | | | | 135,151(14) | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 135,151 | | | | | | 135,151 | | | | | | 135,151 | | | | | | 135,151 | | |
| Renee L. Wilm | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Options | | | | | —(10) | | | | | | —(11) | | | | | | 1,500,129 (12) | | | | | | 1,656,369(13) | | | | | | 1,656,369(13) | | | | | | 1,656,369(14) | | |
| RSUs | | | | | —(10) | | | | | | —(11) | | | | | | 135,151 (12) | | | | | | 135,151(13) | | | | | | 135,151(13) | | | | | | 135,151(14) | | |
|
Total
|
| | | | — | | | | | | — | | | | | | 1,635,280 | | | | | | 1,791,519 | | | | | | 1,791,519 | | | | | | 1,791,519 | | |
|
QURATE RETAIL, INC. / 75
|
|
|
76 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 77
|
|
|
Plan Category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights |
| |
Number of securities
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| |||||||||
| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | |
|
Qurate Retail, Inc. 2011 Nonemployee Director Incentive Plan (As Amended and Restated as of December 17, 2015), as amended
|
| | | | | | | | | | | | | | | | —(1) | | |
|
QRTEA
|
| | | | 57,706 | | | | | $ | 12.82 | | | | | | | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | | | |
|
Qurate Retail, Inc. 2012 Incentive Plan (As Amended and Restated as of March 31, 2015), as amended
|
| | | | | | | | | | | | | | | | —(2) | | |
|
QRTEA
|
| | | | 11,914,015 | | | | | $ | 13.33 | | | | | | | | |
|
QRTEB
|
| | | | 1,498,287 | | | | | $ | 12.20 | | | | | | | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | | | |
|
Qurate Retail, Inc. 2016 Omnibus Incentive Plan, as amended
|
| | | | | | | | | | | | | | | | —(3) | | |
|
QRTEA
|
| | | | 23,686,480 | | | | | $ | 6.94 | | | | | | | | |
|
QRTEB
|
| | | | 722,738 | | | | | $ | 12.35 | | | | | | | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | | | |
|
Qurate Retail, Inc. 2020 Omnibus Incentive Plan, as amended
|
| | | | | | | | | | | | | | | | 28,187,628(4) | | |
|
QRTEA
|
| | | | 4,725,521 | | | | | $ | 9.28 | | | | | | | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | |
|
QRTEP
|
| | | | — | | | | | | — | | | | | | | | |
| Equity compensation plans not approved by security holders: None(5) | | | | | | | | | | | | | | | | | | | |
|
Total
|
| | | | | | | | | | | | | | | | | | |
|
QRTEA
|
| | | | 40,383,722 | | | | | | | | | | | | | | |
|
QRTEB
|
| | | | 2,221,025 | | | | | | | | | | | | | | |
|
QRTEP
|
| | | | — | | | | | | | | | | | | 28,187,628 | | |
|
|
78 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 79
|
|
|
Name and Address of Beneficial Owner
|
| |
Title of
Series |
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent
of Series (%) |
| |
Voting
Power (%) |
| |||||||||
|
John C. Malone
c/o Qurate Retail, Inc.
12300 Liberty Boulevard Englewood, CO 80112 |
| |
QRTEA
|
| | | | 30,421,522(1) | | | | | | 8.2 | | | | | | 6.7 | | |
| QRTEB | | | | | —(1) | | | | | | — | | | | | | | | | |||
| QRTEP | | | | | 865,530(1) | | | | | | 6.9 | | | | | | | | | |||
|
Gregory B. Maffei
c/o Qurate Retail, Inc.
12300 Liberty Boulevard Englewood, CO 80112 |
| |
QRTEA
|
| | | | 429,169(2) | | | | | | * | | | | | | 19.8 | | |
| QRTEB | | | | | 9,376,581(2) | | | | | | 90.3 | | | | | | | | | |||
| QRTEP | | | | | 181,901(2) | | | | | | 1.4 | | | | | | | | | |||
|
Dodge & Cox
555 California Street
40th Floor San Francisco, CA 94104 |
| |
QRTEA
|
| | | | 51,455,745(3) | | | | | | 13.9 | | | | | | 10.8 | | |
| QRTEB | | | | | — | | | | | | — | | | | | | | | | |||
| QRTEP | | | | | — | | | | | | — | | | | | | | | | |||
|
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 |
| |
QRTEA
|
| | | | 33,882,670(4) | | | | | | 9.1 | | | | | | * | | |
| QRTEB | | | | | — | | | | | | — | | | | | | | | | |||
| QRTEP | | | | | — | | | | | | — | | | | | | | | | |||
|
FPR Partners, LLC
199 Freemont Street
Suite 2500 San Francisco, CA 94105 |
| |
QRTEA
|
| | | | 19,693,302(5) | | | | | | 5.3 | | | | | | 4.3 | | |
| QRTEB | | | | | — | | | | | | — | | | | | | | | | |||
| QRTEP | | | | | — | | | | | | — | | | | | | | | | |||
|
Ameriprise Financial, Inc.
145 Ameriprise Financial Center Minneapolis, MN 55474
|
| |
QRTEA
|
| | | | 19,207,352(6) | | | | | | 5.2 | | | | | | 2.6 | | |
| QRTEB | | | | | — | | | | | | — | | | | | | | | | |||
| QRTEP | | | | | — | | | | | | — | | | | | | | | |
|
80 / 2022 PROXY STATEMENT
|
|
|
Name
|
| |
Title of
Series |
| |
Amount and Nature of
Beneficial Ownership (In thousands) |
| |
Percent of
Series (%) |
| |
Voting
Power (%) |
| |||||||||
|
Gregory B. Maffei
Chairman of the Board and Director
|
| |
QRTEA
|
| | | | 429(1)(2)(3) | | | | | | * | | | | | | 19.8 | | |
|
QRTEB
|
| | | | 9,377(1)(3)(4) | | | | | | 90.3 | | | | | | | | | |||
|
QRTEP
|
| | | | 182(2) | | | | | | 1.4 | | | | | | | | | |||
|
David Rawlinson II
President, Chief Executive Officer and Director
|
| |
QRTEA
|
| | | | 37 | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | — | | | | | | — | | | | | | | | | |||
|
Michael A. George
Former President and Chief Executive Officer
|
| |
QRTEA
|
| | | | 6,695(1) | | | | | | 1.8 | | | | | | 1.5 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 110 | | | | | | * | | | | | | | | | |||
|
John C. Malone
Director
|
| |
QRTEA
|
| | | | 30,422(5)(6) | | | | | | 8.2 | | | | | | 6.7 | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 866(5)(6)(7) | | | | | | 6.9 | | | | | | | | | |||
|
Richard N. Barton
Director
|
| |
QRTEA
|
| | | | 193(1)(8) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | **(8) | | | | | | * | | | | | | | | | |||
|
Fiona P. Dias
Director
|
| |
QRTEA
|
| | | | 46(9) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | **(9) | | | | | | * | | | | | | | | | |||
|
M. Ian G. Gilchrist
Director
|
| |
QRTEA
|
| | | | 158(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | — | | | | | | — | | | | | | | | |
|
QURATE RETAIL, INC. / 81
|
|
|
Name
|
| |
Title of
Series |
| |
Amount and Nature of
Beneficial Ownership (In thousands) |
| |
Percent of
Series (%) |
| |
Voting
Power (%) |
| |||||||||
|
Evan D. Malone
Director
|
| |
QRTEA
|
| | | | 80 | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 2 | | | | | | * | | | | | | | | | |||
|
Larry E. Romrell
Director
|
| |
QRTEA
|
| | | | 249(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | ** | | | | | | * | | | | | | | | | |||
|
QRTEP
|
| | | | 1 | | | | | | * | | | | | | | | | |||
|
Mark C. Vadon
Director
|
| |
QRTEA
|
| | | | 570(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | ** | | | | | | * | | | | | | | | | |||
|
Andrea L. Wong
Director
|
| |
QRTEA
|
| | | | 94(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 1 | | | | | | * | | | | | | | | | |||
|
Albert E. Rosenthaler
Chief Corporate Development Officer
|
| |
QRTEA
|
| | | | 979(1)(2) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 6(2) | | | | | | * | | | | | | | | | |||
|
Brian J. Wendling
Chief Accounting Officer and Principal Financial Officer
|
| |
QRTEA
|
| | | | 390(1) | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | 9 | | | | | | * | | | | | | | | | |||
|
Renee L. Wilm
Chief Legal Officer and Chief Administrative Officer
|
| |
QRTEA
|
| | | | 12 | | | | | | * | | | | | | * | | |
|
QRTEB
|
| | | | — | | | | | | — | | | | | | | | | |||
|
QRTEP
|
| | | | ** | | | | | | * | | | | | | | | | |||
|
All directors and current executive officers as a group (13 persons)
|
| |
QRTEA
|
| | | | 33,659(1)(2)(3)(5)(6)(8)(9) | | | | | | 9.0 | | | | | | 26.7 | | |
|
QRTEB
|
| | | | 9,377(1)(3)(4) | | | | | | 90.3 | | | | | | | | | |||
|
QRTEP
|
| | | | 1,070(2)(5)(6)(7)(8)(9) | | | | | | 8.5 | | | | | | | | |
| | | |
QRTEA
|
| |
QRTEB
|
| |
QRTEP
|
| |||||||||
| Gregory B. Maffei | | | | | 411,804 | | | | | | 2,221,025 | | | | | | — | | |
| Michael A. George | | | | | 4,642,986 | | | | | | — | | | | | | — | | |
| Richard N. Barton | | | | | 191,890 | | | | | | — | | | | | | — | | |
| M. Ian G. Gilchrist | | | | | 145,971 | | | | | | — | | | | | | — | | |
| Larry E. Romrell | | | | | 209,685 | | | | | | — | | | | | | — | | |
| Mark C. Vadon | | | | | 557,559 | | | | | | — | | | | | | — | | |
| Andrea L. Wong | | | | | 46,059 | | | | | | — | | | | | | — | | |
| Albert E. Rosenthaler | | | | | 767,877 | | | | | | — | | | | | | — | | |
| Brian J. Wendling | | | | | 310,486 | | | | | | — | | | | | | — | | |
|
Total
|
| | | | 7,284,317 | | | | | | 2,221,025 | | | | | | — | | |
| | | |
QRTEA
|
| |
QRTEP
|
| ||||||
| Gregory B. Maffei | | | | | 17,365 | | | | | | 277 | | |
| Albert E. Rosenthaler | | | | | 33,356 | | | | | | 551 | | |
|
Total
|
| | | | 50,721 | | | | | | 828 | | |
|
82 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 83
|
|
|
84 / 2022 PROXY STATEMENT
|
|
|
QURATE RETAIL, INC. / 85
|
|
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