QVC Group, Inc PRE 14A, filed Apr 7, 2023

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. (QVCAQ)

PRE 14A 2023-04-07

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Added on October 24, 2026

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MEETING DATE & TIME	VIRTUAL MEETING LOCATION	RECORD DATE
June 6, 2023, at 8:15 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/QRI2023.	5:00 p.m., New York City time, on April 10, 2023

PROPOSAL		BOARD RECOMMENDATION	PAGE
1	A proposal (which we refer to as the election of directors proposal) to elect Fiona P. Dias, Evan D. Malone and Larry E. Romrell to continue serving as Class I members of our Board until the 2026 annual meeting of stockholders or their earlier resignation or removal.	FOR each director nominee	14
2	A proposal (which we refer to as the reverse stock split proposal) to approve the adoption of an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of our Series A common stock, par value $0.01 per share, and our Series B common stock, par value $0.01 per share, at a ratio of at least 1-for-2 and up to 1-for-20, with the exact ratio within the foregoing range to be determined by our Board of Directors (or a committee thereof) and publicly disclosed prior to the effectiveness of the reverse stock split.	FOR	37
3	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, 2023.	FOR	45
4	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	47
5	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	48
	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 (QRTEA), and our Series B common stock, par value $0.01 per share (QRTEB), 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 (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.

	PROXY SUMMARY					1
	About Our Company					1
	2022 Year in Review					1
	Voting Roadmap					3
	Environmental, Social and Governance Highlights					6
	Executive Compensation Highlights					7
	Proxy Statement for Annual Meeting of Stockholders					7
	THE ANNUAL MEETING					8
	Notice and Access of Proxy Materials					8
	Electronic Delivery					8
	Time, Place and Date					8
	Purpose					9
	Recommendation of Our Board of Directors					9
	Quorum					9
	Who May Vote					9
	Votes Required					10
	Votes You Have					10
	Shares Outstanding					10
	Number of Holders					10
	Voting Procedures for Record Holders					10
	Voting Procedures for Shares Held in Street Name					11
	Revoking a Proxy					11
	Solicitation of Proxies					11
	Other Matters to Be Voted on at the Annual Meeting					12
	Stockholder Proposals					12
	Forward-Looking Statements					12
	Additional Information					13
	PROPOSAL 1 – THE ELECTION OF DIRECTORS PROPOSAL					14
	Board of Directors Overview					14
	Vote and Recommendation					14
	Our Board at a Glance					15
	Director Skills and Experience					16
	Nominees for Election as Directors					17
	Directors Whose Term Expires in 2024					19
	Directors Whose Term Expires in 2025					22
	CORPORATE GOVERNANCE					24
	Director Independence					24
	Board Composition					24
	Board Classification					24
	Board Diversity					25
	Board Leadership Structure					25

	Board Role in Risk Oversight					25
	Code of Ethics					26
	Family Relationships; Legal Proceedings					26
	Committees of the Board of Directors					26
	Board Criteria and Director Candidates					29
	Board Meetings					31
	Director Attendance At Annual Meetings					31
	Stockholder Communication with Directors					31
	Executive Sessions					31
	DIRECTOR COMPENSATION					32
	Nonemployee Directors					32
	John C. Malone					34
	Director Compensation Table					35
	PROPOSAL 2 – THE REVERSE STOCK SPLIT PROPOSAL					37
	Purpose of Proposed Reverse Stock Split					38
	Potential Effects of the Proposed Reverse Stock Split					39
	Examples of Potential Reverse Stock Split at Various Ratios					39
	Effects on Ownership by Individual Stockholders					40
	Effect on Restricted Stock, RSUs and Options					40
	Effect on QRTEB Shares.					40
	Other Effects on Outstanding Shares					41
	Interests of Directors and Executive Officers					41
	Authorized Shares of Stock.					41
	Procedure for Effecting the Proposed Reverse Stock Split and Exchange of Stock Certificates					41
	Fractional Shares					42
	No Appraisal Rights					42
	Accounting Consequences.					42
	No Going Private Transaction					42
	Potential Anti-Takeover Effect					43
	Material U.S. Federal Income Tax Consequences of the Reverse Stock Split					43
	Board Discretion to Implement the Reverse Stock Split.					44
	Vote and Recommendation.					44
	PROPOSAL 3 – THE AUDITORS RATIFICATION PROPOSAL					45
	Vote and Recommendation					45
	Audit Fees and All Other Fees					45
	Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor					46
	PROPOSAL 4 – THE SAY-ON-PAY PROPOSAL					47
	Advisory Vote					47

	Vote and Recommendation					47
	PROPOSAL 5 – THE SAY-ON-FREQUENCY PROPOSAL					48
	Advisory Vote					48
	Vote and Recommendation					48
	AUDIT COMMITTEE REPORT					50
	EXECUTIVE OFFICERS					51
	EXECUTIVE COMPENSATION					53
	Compensation Discussion and Analysis					53
	Summary Compensation Table					67
	Executive Compensation Arrangements					70
	Grants of Plan-Based Awards					76
	Outstanding Equity Awards at Fiscal Year-End					77
	Option Exercises and Stock Vested					78
	Potential Payments Upon Termination or Change in Control					79

	Benefits Payable Upon Termination or Change in Control					83
	Pay Versus Performance					86
	Equity Compensation Plan Information					90
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					92
	Security Ownership of Certain Beneficial Owners					92
	Security Ownership of Management					93
	Hedging Disclosure					95
	Changes in Control					95
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					96
	Malone Stock Exchange and Maffei Arrangements					96
	ANNEX A.					98

				What’s new with this year’s proxy statement?
	• 2022 Year in Review • Reverse Stock Split Proposal on pages 37 – 44 • Say-on-Pay Proposal on page 47 • Say-on-Frequency Proposal on page 48

	Proposal 1: Election of Directors Proposal (see page 14)
	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 14 – 23 for further information.

			FIONA P. DIAS
			Director Since: 2017			Committee(s): Audit
			Independent Director
			Ms. Dias brings to our Board significant experience in senior policy-making roles both as a member of other public company boards and as a senior marketing executive. She also brings extensive experience in digital commerce, marketing and managing consumer and retail brands.

			EVAN D. MALONE
			Director Since: 2008
			Dr. Malone brings an applied science and engineering perspective to the Board. Dr. Malone’s perspectives assist the Board in developing business strategies and adapting to technological changes facing the industries in which our company competes. In addition, his entrepreneurial experience assists the Board in evaluating strategic opportunities.

			LARRY E. ROMRELL
			Director Since: 1999			Committee(s): Compensation, Nominating and Corporate Governance (Chair)
			Independent Director
			Mr. Romrell brings extensive experience, including venture capital experience, in the telecommunications industry to our Board and is an important resource with respect to the management and operations of companies in the media and telecommunications sector.

	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 2022				• 100% director participation at 2022 meetings of the Board and its committees • 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 Environmental, Social and Governance (ESG) practices

	Proposal 2: Reverse Stock Split Proposal (see page 37)
	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
	The Board of Directors recommends that you vote FOR this proposal because it will allow our Board of Directors flexibility to effect a reverse stock split in order to bring the trading price of our common stock back to a normalized level in light of recent market volatility as well as help ensure continued listing of our QRTEA shares on The Nasdaq Stock Market LLC (Nasdaq). See pages 37 – 44 for more 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.

	Proposal 3: Auditors Ratification Proposal (see page 45)
	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 45 – 46 for further information.

	Proposal 4: Say-on-Pay Proposal (see page 47)
	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 47 for further information.

	Proposal 5: Say-on-Frequency Proposal (see page 48)
	OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL			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. See page 48 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 election of each director nominee, “FOR” each of the reverse stock split proposal, auditors ratification proposal, and say-on-pay proposal, and “3 YEARS” for the say-on-frequency proposal.

Board Diversity Matrix (as of April 21, 2023)
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 2022 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 50			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
	1 meeting in 2022 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.

	COMPENSATION COMMITTEE OVERVIEW
	4 meetings in 2022 Chair Larry E. Romrell Other Members M. Ian G. Gilchrist Andrea L. Wong Compensation Committee Report, page 66			The compensation committee assists the Board in discharging its responsibilities relating to compensation of the 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 Accounting Officer, Principal Financial Officer and Chief Corporate Development Officer, and other executive officers; • 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
	1 meeting in 2022 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	# of QRTEA RSUs
Richard N. Barton		60,558
Fiona P. Dias		60,558
M. Ian G. Gilchrist		60,558
Evan D. Malone		60,558
Larry E. Romrell		60,558
Andrea L. Wong		60,558

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		—		—		—		300,987(6)(7)(8)		300,987
Richard N. Barton		123,000(4)		122,933		13,154		—		259,087
Fiona P. Dias		148,444		122,933		—		2,145(9)		273,522
M. Ian G. Gilchrist		158,444		122,933		—		—		281,377
Evan D. Malone		113,000		122,933		—		—		235,933
Larry E. Romrell		163,000		122,933		—		—		285,933
Mark C. Vadon(10)		60,589(4)		—		27,120		—		87,709
Andrea L. Wong		143,000(4)		122,933		58,487		—		324,420

	John C. Malone		Richard N. Barton		Fiona P. Dias		M. Ian G. Gilchrist		Evan D. Malone		Larry E. Romrell		Mark C. Vadon		Andrea L. Wong
Options (#)
QRTEA		—		191,890		—		136,354		—		190,449		557,559		46,059
RSUs & Deferred Share Units (#)
QRTEA		—		60,558		75,299		60,558		60,558		60,558		—		60,558
QRTEP		—		—		269		—		—		—		—		—

Name	2022 Deferred Compensation ($)		2022 Above Market Earnings on Accrued Interest ($)
Richard N. Barton		123,000		13,154
Mark C. Vadon		60,589		27,120
Andrea L. Wong		143,000		58,487

	Amounts ($)
Reimbursement for personal accounting services		15,000
Compensation related to personal use of corporate aircraft (a)		53,530
Tax payments made on behalf of Mr. Malone		221,768

QRTEA Shares Outstanding at February 28, 2023(1)	QRTEB Shares Outstanding at February 28, 2023(1)		Reverse Stock Split Ratio		QRTEA Shares Outstanding after Reverse Stock Split(1)		QRTEB Shares Outstanding after Reverse Stock Split(1)		Reduction in Shares Outstanding
374,408,845		8,373,512		1-for-2		187,204,422		4,186,756		50%
374,408,845		8,373,512		1-for-5		74,881,769		1,674,702		80%
374,408,845		8,373,512		1-for-10		37,440,884		837,351		90%
374,408,845		8,373,512		1-for-20		18,720,442		418,675		95%

	2022			2021
Audit fees		$	9,774,700		8,399,200
Audit related fees(1)			—		—
Audit and audit related fees			9,774,700		8,399,200
Tax fees(2)			731,000		766,000
Total fees		$	10,505,700		9,165,200

	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 • 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 LMAC from November 2020—December 2022 • 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

	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 • Director of Tripadvisor since February 2016			• Chief Corporate Development Officer of LMAC from November 2020—December 2022 • 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

	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. • 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 to December 2022 and January 2021 to December 2022, respectively • Director of LMAC from January 2021 to December 2022 • 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

		BRIAN J. WENDLING
		Chief Accounting Officer and Principal Financial Officer