QVC Group, Inc DEF 14A, filed Apr 25, 2024

About this DEF 14A

QVC Group, Inc. (QVCAQ)

DEF 14A 2024-04-25 For: 2024-06-10

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Added on June 12, 2026

Our Defining Attributes

FORWARD-LOOKING

We take advantage of the benefits and minimize the risks associated with the digital transition in the industries in which we invest.

NIMBLE

We structure our team to allow us to move quickly when opportunities arise, and we can be creative in our deal structures.

FINANCIALLY SOPHISTICATED

We have experience in mergers, divestitures, investing, capital deployment, credit analysis and setting capital structures.

LONG-TERM FOCUSED

We take a long-term, strategic view in our various operating businesses and are less concerned with short-term bouts of volatility.

STOCKHOLDER CENTRIC

We think like owners and are focused on long-term gains rather than short-term results. The compensation structure of our management team is closely tied to the long-term performance of our stock.

QVC Group, Inc filed this DEF 14A on April 25, 2024.

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MEETING DATE & TIME	VIRTUAL MEETING LOCATION	RECORD DATE
June 10, 2024, at 9:00 a.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/QRI2024.	5:00 p.m., New York City time, on April 16, 2024

PROPOSAL		BOARD RECOMMENDATION	PAGE
1	A proposal (which we refer to as the election of directors proposal) to elect Richard N. Barton, David Rawlinson II and Gregory B. Maffei to continue serving as Class II members of our Board until the 2027 annual meeting of stockholders or their earlier resignation or removal.	FOR each director nominee	12
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, 2024.	FOR	34
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	37
	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 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.			Holders of record of our 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, are not entitled to any voting powers, except as specified in the Certificate of Designations relating to such shares or as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting.

	PROXY SUMMARY					1
	About Our Company					1
	2023 Year in Review					1
	Voting Roadmap					3
	Sustainability Highlights					5
	Executive Compensation Highlights					6
	Proxy Statement for Annual Meeting of Stockholders					6
	THE ANNUAL MEETING					7
	Notice and Access of Proxy Materials					7
	Electronic Delivery					7
	Time, Place and Date					7
	Purpose					8
	Recommendation of Our Board of Directors					8
	Quorum					8
	Who May Vote					8
	Votes Required					9
	Votes You Have					9
	Shares Outstanding					9
	Number of Holders					9
	Voting Procedures for Record Holders					9
	Voting Procedures for Shares Held in Street Name					10
	Revoking a Proxy					10
	Solicitation of Proxies					10
	Other Matters to Be Voted on at the Annual Meeting					10
	Stockholder Proposals					11
	Additional Information					11
	PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL					12
	Board of Directors Overview					12
	Vote and Recommendation					12
	Our Board at a Glance					13
	Director Skills and Experience					14
	Nominees for Election as Directors					15
	Directors Whose Term Expires in 2025					18
	Directors Whose Term Expires in 2026					20
	CORPORATE GOVERNANCE					22
	Director Independence					22
	Board Composition					22
	Board Classification					22
	Board Diversity					23
	Board Leadership Structure					23
	Board Role in Risk Oversight					23
	Code of Ethics					24
	Family Relationships; Legal Proceedings					24
	Committees of the Board of Directors					24

	Board Criteria and Director Candidates					27
	Board Meetings					29
	Director Attendance At Annual Meetings					29
	Stockholder Communication with Directors					29
	Executive Sessions					29
	DIRECTOR COMPENSATION					30
	Nonemployee Directors					30
	John C. Malone					31
	Director Compensation Table					32
	PROPOSAL 2 – THE AUDITORS RATIFICATION PROPOSAL					34
	Vote and Recommendation					34
	Audit Fees and All Other Fees					34
	Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor					35
	AUDIT COMMITTEE REPORT					36
	PROPOSAL 3 – THE SAY-ON-PAY PROPOSAL					37
	Advisory Vote					37
	Vote and Recommendation					37
	EXECUTIVE OFFICERS					38
	EXECUTIVE COMPENSATION					39
	Compensation Discussion and Analysis					39
	Summary Compensation Table					53
	Executive Compensation Arrangements					56
	Grants of Plan-Based Awards					61
	Outstanding Equity Awards at Fiscal Year-End					62
	Option Exercises and Stock Vested					63
	Potential Payments Upon Termination or Change in Control					64
	Benefits Payable Upon Termination or Change in Control					68
	Pay Versus Performance					71
	Equity Compensation Plan Information					75
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					77
	Security Ownership of Certain Beneficial Owners					77
	Security Ownership of Management					78
	Hedging Disclosure					80
	Changes in Control					80
	Delinquent Section 16(a) Reports					80
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					81
	Malone Stock Exchange and Maffei Arrangements					81
	APPENDIX A					A-1

	360networks				360networks Corporation
	Atlanta Braves Holdings				Atlanta Braves Holdings, Inc.
	Charter				Charter Communications, Inc.
	Contrarius				Contrarius Investment Management Limited
	Contrarius Bermuda				Contrarius Investment Management (Bermuda) Limited
	Discovery				Discovery, Inc. (formerly Discovery Communications) (Warner Bros. Discovery’s predecessor)
	Discovery Communications				Discovery Communications, Inc.
	Expedia				Expedia, Inc.
	FPR				FPR Partners, LLC
	FW Cook				Frederic W. Cook & Co., Inc.
	GCI Liberty				GCI Liberty, Inc.
	Glassdoor				Glassdoor, Inc.
	Grainger				W. W. Grainger, Inc.
	LGI				Liberty Global, Inc. (LGP’s predecessor)
	LGP				Liberty Global plc
	Liberty Broadband				Liberty Broadband Corporation
	Liberty Expedia				Liberty Expedia 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
	LMI				Liberty Media International, Inc. (LGI’s predecessor)
	Mercer				Mercer (US), Inc.
	Microsoft				Microsoft Corporation
	Oracle				Oracle Corporation
	Qurate Retail				Qurate Retail, Inc.
	Sirius XM				Sirius XM Holdings Inc.
	TCI				Telecommunications, Inc.
	Tripadvisor				Tripadvisor, Inc.
	Vanguard				The Vanguard Group
	Warner Bros. Discovery				Warner Bros. Discovery, Inc.
	Zillow				Zillow Group, Inc.

				What’s new with this year’s proxy statement?
	• 2023 Year in Review • Voting Roadmap on page 3

	Proposal 1: Election of Directors Proposal (see page 12)
	OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
	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. See pages 12 – 21 for further information.

			RICHARD N. BARTON
			Director Since: 2016			Committee(s): Nominating & Corporate Governance
			Independent Director
			Mr. Barton brings to our Board a broad range of relevant leadership and technical skills resulting from his roles as a founder and former chief executive officer of companies in the mobile and Internet industries. Mr. Barton also provides experience in launching and promoting new technologies and marketing internet-based products to consumers.

			DAVID RAWLINSON ll
			Director Since: 2022			Committee(s): Executive
			Mr. Rawlinson brings to our company and our Board significant experience in global e-commerce, consumer trends, customer data and digital business-to-business operations. In addition to his background in information solutions, Mr. Rawlinson brings deep leadership experience on a global scale and adds another expert perspective to our Board with his track record of success in digital commerce.

			GREGORY B. MAFFEI
			Director Since: 2005			Committee(s): Executive
			Mr. Maffei brings to our Board significant financial and operational experience based on his current senior policy making positions at our company, Liberty Media, Liberty TripAdvisor, Atlanta Braves Holdings and Liberty Broadband, and his previous executive positions at GCI Liberty, Oracle, 360networks and Microsoft, as well as his public company board experience. He provides our Board with an executive leadership perspective on the strategic planning for, and operations and management of, large public companies and risk management principles.

	Effective Independent Oversight				Strong Governance Practices
	• Majority of our directors are independent • 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 2023				• Succession planning • Stockholder access to the director nomination process • Corporate Governance Guidelines, Code of Business Conduct and Ethics and various policies (including Enterprise Risk Management Policy, Human Rights Policy and Tax Policy) 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 • Leverages collaborative approach to enhancing sustainability practices

	Proposal 2: Auditors Ratification Proposal (see page 34)
	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 34 – 35 for further information.

	Proposal 3: Say-on-Pay Proposal (see page 37)
	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this proposal because our compensation structure is aligned with our ultimate goal of appropriately motivating our executives to increase long-term stockholder value. See page 37 for further information.

				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.

	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 election of each director nominee and FOR the auditors ratification proposal and FOR the say-on-pay proposal.

Board Diversity Matrix (as of April 25, 2024)
Total Number of Directors	9
	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		2		7		—		—
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		—		6		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+						1
Did Not Disclose Demographic Background						—

	AUDIT COMMITTEE OVERVIEW
	5 meetings in 2023 Chair M. Ian G. Gilchrist* Other Members Fiona P. Dias Larry E. Romrell *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			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.

	EXECUTIVE COMMITTEE OVERVIEW
	Members John C. Malone Gregory B. Maffei David Rawlinson II			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. No meetings of the executive committee were held in 2023.

	COMPENSATION COMMITTEE OVERVIEW
	5 meetings in 2023 Chair Larry E. Romrell Other Members M. Ian G. Gilchrist Andrea L. Wong Compensation Committee Report, page 52			The compensation committee assists the Board in discharging its responsibilities relating to compensation of our company’s executives. The committee’s functions include, among other things: • 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 Accounting Officer and Principal Financial Officer; • Oversee the compensation of the chief executive officers of our non-public operating subsidiaries; • Make recommendations to our Board and administer any incentive-compensation plans and equity-based plans; and • Produce a report on executive compensation 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 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 meeting in 2023 Chair Andrea L. Wong Other Members Richard N. Barton Fiona P. Dias			The nominating and corporate governance committee functions include, among other things: • Identify individuals qualified to become Board members consistent with 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.

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)		All other compensation ($)(4)		Total ($)
John C. Malone		—		—		—		321,645(5)(6)(7)		321,645
Richard N. Barton		128,650		—		18,381		—		147,031
Fiona P. Dias		158,650		—		—		2,150(8)		160,800
M. Ian G. Gilchrist		168,650		—		—		—		168,650
Evan D. Malone		118,650		—		—		—		118,650
Larry E. Romrell		168,650		—		—		—		168,650
Andrea L. Wong		148,650		—		62,143		—		210,793

	John C. Malone		Richard N. Barton		Fiona P. Dias		M. Ian G. Gilchrist		Evan D. Malone		Larry E. Romrell		Andrea L. Wong
Options (#)
QRTEA		—		163,552		—		136,354		—		163,552		46,059
RSUs & Deferred Share Units (#)
QRTEA		—		—		17,254		—		—		—		—
QRTEP		—		—		269		—		—		—		—

Name	2023 Above Market Earnings on Accrued Interest ($)
Richard N. Barton		18,381
Andrea L. Wong		62,143

	Amounts ($)
Reimbursement for personal accounting services		15,000
Compensation related to personal use of corporate aircraft(a)		80,730
Tax payments made on behalf of Mr. Malone		214,613

	2023			2022
Audit fees		$	8,591,000		9,774,700
Audit related fees			—		—
Audit and audit related fees			8,591,000		9,774,700
Tax fees(1)			527,000		731,000
Total fees		$	9,118,000		10,505,700

	Current Positions			Prior Positions/Experience
	• Principal Financial Officer and Chief Accounting Officer of our company since July 2019 and January 2020, respectively • Principal Financial Officer and Chief Accounting Officer of Liberty Media and Liberty Broadband since July 2019 and January 2020, respectively • Principal Financial Officer and Chief Accounting Officer of Atlanta Braves Holdings since December 2022 • Senior Vice President and Chief Financial Officer of Liberty TripAdvisor since January 2016 • Director of comScore, Inc. since March 2021			• Principal Financial Officer and Chief Accounting Officer of LMAC from November 2020 – December 2022 • Principal Financial Officer and Chief Accounting Officer of GCI Liberty from July 2019 and January 2020, 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

	Current Positions			Prior Positions/Experience
	• Chief Legal Officer and Chief Administrative Officer of our company since September 2019 and January 2021, respectively • Chief Executive Officer of Las Vegas Grand Prix, Inc. since January 2022 • Chief Legal Officer and Chief Administrative Officer of Atlanta Braves Holdings since December 2022 • Chief Legal Officer and Chief Administrative Officer of Liberty Media, Liberty TripAdvisor and Liberty Broadband since September 2019 and January 2021, respectively			• Chief Legal Officer and Chief Administrative Officer of LMAC from November 2020 – December 2022 and January 2021 – December 2022, respectively • Director of LMAC from January 2021 – December 2022 • Chief Legal Officer of GCI Liberty from September 2019 – 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 L.L.P., was a member of the Executive Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York office

		BRIAN J. WENDLING
		Principal Financial Officer and Chief Accounting Officer

		ALBERT E. ROSENTHALER
		Former Chief Corporate Development Officer

		RENEE L. WILM
		Chief Legal Officer and Chief Administrative Officer


	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 and FW Cook; and • the performance of the group reporting to the named executive officer.

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, sustainability initiatives, SEC/audit compliance, litigation management and tax compliance

	GREGORY B. MAFFEI
	Chairman of the Board
	Performance Objectives: • Provide leadership to Qurate Retail Group to drive strategies, improve brand and increase shareholder value; support new leadership directives • Manage debt management and capital allocation strategies • Complete the sale of Zulily			• Support development and goals of management team, corporate development group and investor relations team • Continue development of sustainability program