Liberty Live Holdings, Inc DEF 14A, filed Mar 26, 2026

About this DEF 14A

Liberty Live Holdings, Inc. (LLYVA)

DEF 14A 2026-03-26 For: 2026-05-11

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Added on June 12, 2026

Our Defining Attributes

EXPERIENCE-DRIVEN

We invest in and support businesses that benefit from durable demand for live entertainment and shared experiences.

OPPORTUNISTIC

We evaluate capital deployment, our balance sheet, and strategic alternatives with a high degree of flexibility.

FINANCIALLY DISCIPLINED

We apply rigorous capital allocation frameworks to maximize per-share value across market cycles.

LONG-TERM ORIENTED

We recognize the enduring value of scaled live entertainment platforms and invest with patience through economic cycles.

STOCKHOLDER ALIGNED

We emphasize equity alignment and value creation on a per-share basis.

Liberty Live Holdings, Inc filed this DEF 14A on March 26, 2026.

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MEETING DATE & TIME	VIRTUAL MEETING LOCATION	RECORD DATE
May 11, 2026, at 12:00 p.m. MT	You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LLYV2026	5:00 p.m., New York City time, on March 23, 2026

PROPOSAL		BOARD RECOMMENDATION	PAGES
1	A proposal (which we refer to as the election of director proposal) to elect Bill Kurtz to continue serving as a Class I member of our Board until the 2029 annual meeting of stockholders or his earlier resignation or removal.	FOR the director nominee	10
2	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, 2026.	FOR	28
3	A proposal (which we refer to as the say-on-pay proposal) to approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement under the heading “Executive Compensation”.	FOR	31
4	A proposal (which we refer to as the say-on-frequency proposal) to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held.	3 YEARS	32
	You may also be asked to consider and vote on such other business as may properly come before the annual meeting.

	WHO MAY VOTE			WHO MAY NOT VOTE
	Holders of record of our following series of 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: • Series A Liberty Live Group common stock • Series B Liberty Live Group common stock These holders will vote together as a single class on each proposal.			Holders of record of our Series C Liberty Live Group common stock, par value $0.01 per share, as of the record date are NOT entitled to any voting powers, except as required by Nevada law, and may not vote on the proposals to be presented at the annual meeting.

	PROXY SUMMARY					1
	About Our Company					1
	Voting Roadmap					2
	Proxy Statement for Annual Meeting of Stockholders					4
	THE ANNUAL MEETING					5
	Notice and Access of Proxy Materials					5
	Electronic Delivery					5
	Time, Place and Date					5
	Purpose					6
	Quorum					6
	Who May Vote					6
	Votes Required					7
	Votes You Have					7
	Shares Outstanding					7
	Number of Holders					7
	Voting Procedures for Record Holders					7
	Voting Procedures for Shares Held in Street Name					8
	Revoking a Proxy					8
	Solicitation of Proxies					8
	Other Matters to be Voted on at the Annual Meeting					9
	Stockholder Proposals					9
	Additional Information					9
	PROPOSAL 1 – THE ELECTION OF DIRECTOR PROPOSAL					10
	Board of Directors Overview					10
	Vote and Recommendation					10
	Our Board at a Glance					11
	Director Skills and Experience					12
	Nominee for Election as Director					13
	Directors Whose Term Expires in 2027					14
	Directors Whose Term Expires in 2028					16
	CORPORATE GOVERNANCE					18
	Director Independence					18
	Board Composition					18
	Board Classification					18
	Board Leadership Structure					18
	Board Role in Risk Oversight					19
	Code of Ethics					19
	Insider Trading Policy					19
	Family Relationships; Legal Proceedings					19
	Committees of the Board of Directors					19
	Board Criteria and Director Candidates					23
	Board Meetings					25

	Director Attendance at Annual Meetings					25
	Stockholder Communication with Directors					25
	Executive Sessions					25
	DIRECTOR COMPENSATION					26
	Nonemployee Directors					26
	Director Compensation Table					27
	PROPOSAL 2 – THE AUDITORS RATIFICATION PROPOSAL					28
	Vote and Recommendation					28
	Audit Fees and All Other Fees					28
	Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor					29
	AUDIT COMMITTEE REPORT					30
	PROPOSAL 3 – The SAY-ON-PAY PROPOSAL					31
	Advisory Vote					31
	Vote and Recommendation					31
	PROPOSAL 4 – THE SAY-ON-FREQUENCY PROPOSAL					32
	Advisory Vote					32
	Vote and Recommendation					32
	EXECUTIVE OFFICERS					34
	EXECUTIVE COMPENSATION					36
	Compensation Discussion and Analysis					36
	Summary Compensation Table					40
	Executive Compensation Arrangements					40
	Grants of Plan-Based Awards					41
	Option Grant Practices					41
	Outstanding Equity Awards at Fiscal Year End					42
	Option Exercises and Stock Vested					43
	Potential Payments Upon Termination or Change in Control					43
	Benefits Payable Upon Termination or Change in Control					45
	Pay Versus Performance					46
	EQUITY COMPENSATION PLAN INFORMATION					50
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					51
	Security Ownership of Certain Beneficial Owners					51
	Security Ownership of Management					54
	Hedging Disclosure					55
	Changes in Control					55
	Delinquent Section 16(a) Reports					55
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					56

	Atlanta Braves Holdings				Atlanta Braves Holdings, Inc.
	Charter				Charter Communications, Inc.
	DHC				Discovery Holding Company (predecessor of Discovery Communications)
	Discovery				Discovery, Inc. (formerly Discovery Communications) (Warner Bros. Discovery’s predecessor)
	Discovery Communications				Discovery Communications, Inc.
	GCI Liberty				GCI Liberty, Inc.
	Liberty Broadband				Liberty Broadband Corporation
	Liberty Expedia				Liberty Expedia Holdings, Inc.
	Liberty Live Holdings				Liberty Live Holdings, Inc.
	Liberty Media				Liberty Media Corporation (including predecessors)
	Liberty TripAdvisor				Liberty TripAdvisor Holdings, Inc.
	Live Nation				Live Nation Entertainment, Inc.
	LMAC				Liberty Media Acquisition Corporation
	Mercer				Mercer (US) Inc.
	Old GCI Liberty				GCI Liberty, Inc. (former company from 2018 to 2020)
	QVC Group				QVC Group, Inc. (formerly Qurate Retail, Inc.)
	Quint				QuintEvents, LLC
	Scripps				Scripps Network Interactive, Inc.
	Sirius XM				Sirius XM Holdings Inc.
	Warner Bros. Discovery				Warner Bros. Discovery, Inc.

	Proposal 1: Election of Director Proposal (see page 10)
	OUR BOARD RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEE
	The Board of Directors recommends that you vote FOR the director nominee. This individual brings a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company. See pages 10-17 for further information.

			BILL KURTZ
			Director Since: 2025 Independent Director			Committee(s): Nominating and Corporate Governance (Chair); Audit; Compensation
			Mr. Kurtz brings to our Board significant financial expertise and executive leadership experience.

	Effective Independent Oversight				Strong Governance Practices
	• Separate Chairman of the Board and Chief Executive Officer • Executive sessions of independent directors held without the participation of management • Independent directors chair the audit, compensation and nominating and corporate governance committees • Ability to engage with independent consultants or advisors • No compensation committee interlocks or compensation committee engagement in related party transactions in 2025				• Succession planning • Stockholder access to the director nomination process • Corporate Governance Guidelines and Code of Business Conduct and Ethics which are published online • Directors have unabridged access to senior management and other company employees • Anonymous “whistleblowing” channels for any concerns • Well-established risk oversight process

	Proposal 2: Auditors Ratification Proposal (see page 28)
	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. See pages 28-29 for further information.

	Proposal 3: Say-on-Pay Proposal (see page 31)
	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends a vote FOR the say-on-pay proposal because the compensation structure is aligned with our ultimate goal of appropriately motivating our executives to increase long-term company value. See page 31 for further information.

	Proposal 4: Say-on-Frequency Proposal (see page 32)
	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL			3 YEARS
	The Board of Directors recommends that stockholders vote in favor of the 3 YEARS frequency option with respect to the frequency with which stockholders are provided an advisory vote on the compensation paid to our named executive officers. See pages 32-33 for further information.

	Recommendation of Our Board of Directors
	Our Board of Directors has unanimously approved each of the proposals for inclusion in the proxy materials and recommends that you vote FOR the director nominee and FOR each of the auditors ratification proposal and the say-on-pay proposal. Our Board of Directors also recommends that you vote in favor of the 3 YEARS frequency option with respect to the say-on-frequency proposal.

	AUDIT COMMITTEE OVERVIEW
	Chair Carl E. Vogel* Other Members David J.A. Flowers Bill Kurtz *Our Board of Directors has determined that Mr. Vogel is an “audit committee financial expert” under applicable SEC rules and regulations Audit Committee Report, page 30			The audit committee reviews and monitors the corporate accounting and 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. No meetings of the audit committee were held in 2025.

	EXECUTIVE COMMITTEE OVERVIEW
	Members Robert R. Bennett Derek Chang			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 Nevada Revised Statutes). This includes the power and authority to authorize the issuance of shares of our common stock. No meetings of the executive committee were held in 2025.

	COMPENSATION COMMITTEE OVERVIEW
	1 meeting in 2025 Chair David J.A. Flowers Other Members Bill Kurtz Carl E. Vogel Compensation Committee Report, page 39			The compensation committee assists the Board in discharging its responsibilities relating to compensation of our company’s executives. In December 2025, the Split-Off was completed. In connection with the Split-Off, we entered into a services agreement, dated December 15, 2025, with Liberty Media (the services agreement), pursuant to which Liberty Media provides us with administrative, executive and management services. The committee’s functions include, among other things: • Evaluate the services fee under the services agreement on at least an annual basis, subject to certain exceptions; • May approve incentive awards or other forms of compensation to employees of Liberty Media who are providing services to our company, which employees include our executive officers. For a discussion of equity awards granted during 2025, see “Executive Compensation—Compensation Discussion and Analysis;” • If we engage a chief executive officer, chief accounting officer, principal financial officer, chief legal officer or chief administrative officer to perform services for our company outside the services agreement, review and approve corporate goals and objectives relevant to the compensation of any such person; • Oversee the compensation of the chief executive officers of any non-public operating subsidiaries of our company; and • Prepare a report for our annual proxy statement. For a description of our processes and policies for consideration and determination of executive compensation, including the role of our Chief Executive Officer and an outside consultant in determining or recommending amounts and/or forms of compensation, see “Executive Compensation—Compensation Discussion and Analysis.”

	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW
	Chair Bill Kurtz Other Members David J.A. Flowers Carl E. Vogel			The nominating and corporate governance committee functions include, among other things: • Develop qualification criteria for selecting director candidates and identify individuals qualified to become Board members consistent with such criteria established or approved by our Board of Directors, with the assistance of the committee, 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. No meetings of the nominating and corporation governance committee were held in 2025.

Name	# of LLYVK Options		Exercise Price ($)
David J.A. Flowers		2,309		84.40
Bill Kurtz		4,618		84.40
Carl E. Vogel		4,618		84.40

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)(3)		Option Awards ($)(2)(4)		All Other Compensation ($)		Total ($)
David J.A. Flowers		12,747		78,830		78,492		—		170,069
Bill Kurtz		12,747		—		156,984		—		169,731
Carl E. Vogel		12,967		—		156,984		—		169,951

	Derek Chang		David J.A. Flowers		Bill Kurtz		Carl E. Vogel
Options (#)
LLYVK		114,030		2,309		4,618		4,618
RSUs (#)
LLYVK		62,051		934		—		—

	2025
Audit fees		$	739,000
Audit related fees			—
Audit and audit related fees			739,000
Tax fees			—
All other fees			—
Total fees		$	739,000

	OUR BOARD RECOMMENDS A VOTE FOR THE SAY-ON-PAY PROPOSAL
	The Board of Directors recommends that you vote FOR the say-on-pay proposal because the compensation structure is aligned with our ultimate goal of appropriately motivating our executives to increase long-term company value.

	OUR BOARD RECOMMENDS A VOTE FOR THE 3 YEARS FREQUENCY OPTION			3 YEARS
	The Board of Directors recommends that you vote in favor of the 3 YEARS frequency option with respect to this proposal because it is compatible with our compensation philosophy, which focuses on compensating our executives in a way that ensures they have a continuing stake in our long-term success.

		BRIAN J. WENDLING
		Principal Financial Officer and Chief Accounting Officer

		RENEE L. WILM
		Chief Legal Officer and Chief Administrative Officer

	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 ($)
Robert R. Bennett
Option Award
LLYVA		—		100,000(1)		—		78.57		12/03/2032		—		—		—		—
Chad R. Hollingsworth
Option Award
LLYVK		1,096		1,096(2)		—		33.97		12/08/2030		—		—		—		—
RSU Awards
LLYVK		—		—		—		—		—		—		—		1,241(3)		103,202
LLYVK		—		—		—		—		—		442(4)		36,757		—		—
LLYVK		—		—		—		—		—		4,754(5)		395,343		—		—
Brian J. Wendling
Option Award
LLYVK		5,614		2,808(2)		—		33.97		12/08/2030		—		—		—		—
RSU Awards
LLYVK		—		—		—		—		—		—		—		3,180(3)		264,449
LLYVK		—		—		—		—		—		1,133(4)		94,220		—		—
LLYVK		—		—		—		—		—		3,046(5)		253,305		—		—
Renee L. Wilm
Option Awards
LLYVK		604		—		—		20.03		12/10/2027		—		—		—		—
LLYVK		4,295		—		—		45.33		12/10/2027		—		—		—		—
LLYVK		10,956		5,478(2)		—		33.97		12/08/2030		—		—		—		—
RSU Awards
LLYVK		—		—		—		—		—		—		—		6,205(3)		516,008
LLYVK		—		—		—		—		—		2,210(4)		183,784		—		—
LLYVK		—		—		—		—		—		5,942(5)		494,137		—		—

Name	Voluntary Termination Without Good Reason ($)		Termination for Cause ($)		Termination Without Cause or for Good Reason ($)		Death ($)		Disability ($)		After a Change in Control ($)
Robert R. Bennett
Options		—(1)		—(2)		293,000(3)		293,000(4)		293,000(4)		293,000(5)
Total		—		—		293,000		293,000		293,000		293,000
Chad R. Hollingsworth
Options		53,912(1)		—(2)		107,824(3)		107,824(4)		107,824(4)		107,824(5)
RSUs		—(1)		—(2)		139,958(3)		535,301(4)		535,301(4)		535,301(5)
Total		53,912		—		247,783		643,125		643,125		643,125
Brian J. Wendling
Options		276,153(1)		—(2)		414,278(3)		414,278(4)		414,278(4)		414,278(5)
RSUs		—(1)		—(2)		358,669(3)		611,974(4)		611,974(4)		611,974(5)
Total		276,153		—		772,947		1,026,253		1,026,253		1,026,253
Renee L. Wilm
Options		739,536(1)		—(2)		1,008,999(3)		1,008,999(4)		1,008,999(4)		1,008,999(5)
RSUs		—(1)		—(2)		699,791(3)		1,193,928(4)		1,193,928(4)		1,193,928(5)
Total		739,536		—		1,708,790		2,202,927		2,202,927		2,202,927

	PEO(1)				Non-PEO NEOs(1)				Value of initial fixed $100 investment based on:					(millions)
Year	Summary Compensation Table Total for PEO ($)(2)		Compensation Actually Paid to PEO ($)(3)		Average Summary Compensation Table Total for non-PEO NEOs ($)(2)		Average Compensation Actually Paid to non-PEO NEOs ($)(3)		Total Shareholder Return (“TSR”) ($)(4)			Peer Group TSR ($)(5)		Net Income ($)(6)		Adjusted OIBDA ($)(7)
2025		—		495,499		—		1,550,566		LLYVA	122.45		136.16		(87)		(20)
2025										LLYVK	122.19

Compensation actually paid to PEO and Non-PEO NEOs
	As Reported in Summary Compensation Table(a)						Equity Award Adjustments(b)
Year	Total		Stock Awards		Option Awards		Fair Value at Year End of Awards Granted During Year that Remain Outstanding and Unvested at Year End(c)		Year-over- Year Change in Fair Value of Awards Granted in Prior Year that Remain Outstanding and Unvested at Year End(d)		Fair Value at Vesting Date of Awards Granted and Vested in Same Year(e)		Change in Fair Value from Prior Year End to Vesting Date of Awards Granted in Prior Year and Vested in Covered Year(f)		Total Compensation Actually Paid
PEO
2025		—		—		—		395,343		(3,045)		103,202		—		495,499
Non-PEO NEOs
2025		—		—		—		1,298,088		(7,674)		260,152		—		1,550,566

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights or settlement of restricted stock units (a)		Weighted average exercise price of outstanding options, warrants and rights (b)			Number of securities available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders:
Liberty Live Holdings, Inc. 2025 Omnibus Incentive Plan, as amended							14,849,324(1)
LLYVA		—			—
LLYVB		—			—
LLYVK		150,676		$	84.40
Liberty Live Holdings, Inc. Transitional Stock Adjustment Plan							—(2)
LLYVA		100,000		$	78.57
LLYVB		—			—
LLYVK		1,376,590		$	46.10
Equity compensation plans not approved by security holders: None
Total
LLYVA		100,000
LLYVB		—
LLYVK		1,527,266
							14,849,324

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 Liberty Media Corporation 12300 Liberty Boulevard Englewood, CO 80112	LLYVA		791,925(1)(2)		3.1		50.0
	LLYVB		2,465,003(1)(3)(4)(5)		97.4
	LLYVK		3,797,009(1)(2)(3)(4)(5)		5.9
Berkshire Hathaway, Inc. 3555 Farnum Street Omaha, NE 68131	LLYVA		4,986,588(6)		19.5		9.8
	LLYVB		—		—
	LLYVK		10,917,661(7)		17.1
Linonia Partners Fund LP 414 West 14th Street, 6th Floor New York, New York 10014	LLYVA		2,498,950(8)		9.8		4.9
	LLYVB		—		—
	LLYVK		5,746,719(8)		9.0
Vanguard Group Inc. 100 Vanguard Boulevard Malvern, PA 19355	LLYVA		2,003,440(9)		7.8		3.9
	LLYVB		—		—
	LLYVK		4,721,818(9)		7.4
VA Partners I, LLC One Letterman Drive, Building D, 4th Floor San Francisco, CA, 94129	LLYVA		1,799,319(10)		7.0		3.5
	LLYVB		—		—
	LLYVK		3,574,474(10)		5.6
Bank of America Corporation 100 N Tryon Street Charlotte, NC 28255	LLYVA		1,688,160(11)		6.6		3.3
	LLYVB		—		—
	LLYVK		233,370(12)		*

	Title of Series	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
Berkshire Hathaway, Inc. and Warren E. Buffett	LLYVA		—		4,986,588		—		4,986,588
National Indemnity Company	LLYVA		—		3,741,543		—		3,741,543
National Fire & Marine Insurance Company	LLYVA		—		233,347		—		233,347
GEICO Corporation and Government Employees Insurance Company	LLYVA		—		3,284,775		—		3,284,775
Berkshire Hathaway Consolidated Pension Plan Master Trust	LLYVA		—		524,649		—		524,649
BNSF Master Retirement Trust	LLYVA		—		234,000		—		234,000
Precision Castparts Corp. Master Trust	LLYVA		—		253,049		—		253,049
R. Ted Weschler	LLYVA		71,457		—		71,457		2,069

Name	Title of Series	Amount and Nature of Beneficial Ownership (in thousands)		Percent of Series (%)		Voting Power (%)
Robert R. Bennett Chairman of the Board and Director	LLYVA		**		*		*
	LLYVB		—		—
	LLYVK		610(1)(2)		*
Derek Chang Director	LLYVA		—		—		—
	LLYVB		—		—
	LLYVK		3(3)		*
David J.A. Flowers Director	LLYVA		**		*		*
	LLYVB		—		—
	LLYVK		**		*
Bill Kurtz Director	LLYVA		—		—		—
	LLYVB		—		—
	LLYVK		—		—
Carl E. Vogel Director	LLYVA		—		—		—
	LLYVB		—		—
	LLYVK		—		—
Chad R. Hollingsworth President and Chief Executive Officer	LLYVA		—		—		—
	LLYVB		—		—
	LLYVK		2(3)		*
Brian J. Wendling Principal Financial Officer and Chief Accounting Officer	LLYVA		—		—		—
	LLYVB		—		—
	LLYVK		23(3)		*
Renee L. Wilm Chief Legal Officer and Chief Administrative Officer	LLYVA		—		—		—
	LLYVB		—		—
	LLYVK		29(3)		*
All current directors and executive officers as a group (8 persons)	LLYVA		2		*		*
	LLYVB		—		—
	LLYVK		667(1)(2)(3)		1.0

	LLYVK
Derek Chang		1,818
Chad R. Hollingsworth		1,096
Brian J. Wendling		5,614
Renee L. Wilm		15,855
Total		24,383