QVC Group, Inc PRE 14A, filed Mar 18, 2025

QVC Group, Inc. (QVCAQ)

PRE 14A 2025-03-18 For: 2025-05-12

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Added on October 24, 2026

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MEETING DATE & TIME	VIRTUAL MEETING LOCATION	RECORD DATE
May 12, 2025, at 11:00 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/QVC2025.	5:00 p.m., New York City time, on March 24, 2025

PROPOSAL		BOARD RECOMMENDATION	PAGE
1	A proposal (which we refer to as the election of directors proposal) to elect Richard N. Barton and M. Ian G. Gilchrist to continue serving as Class IIl members of our Board until the 2028 annual meeting of stockholders or their earlier resignation or removal.	FOR each director nominee	12
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-50, with the exact ratio within the foregoing range to be determined by our Board of Directors (or a committee thereof) and publicly announced prior to the effectiveness of the reverse stock split.	FOR	32
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, 2025.	FOR	41
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	44
	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
	2024 Year in Review					2
	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					9
	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					11
	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 2026					16
	Directors Whose Term Expires in 2027					18
	CORPORATE GOVERNANCE					20
	Director Independence					20
	Board Composition					20
	Board Classification					20
	Board Leadership Structure					21
	Board Role in Risk Oversight					21
	Code of Ethics					21
	Insider Trading Policy					21
	Family Relationships; Legal Proceedings					22
	Committees of the Board of Directors					22
	Board Criteria and Director Candidates					25

	Board Meetings					27
	Director Attendance At Annual Meetings					27
	Stockholder Communication with Directors					27
	Executive Sessions					27
	DIRECTOR COMPENSATION					28
	Nonemployee Directors					28
	John C. Malone					29
	Director Compensation Table					30
	PROPOSAL 2 – THE REVERSE STOCK SPLIT PROPOSAL					32
	Vote and Recommendation					33
	Purpose of Proposed Reverse Stock Split					33
	Potential Effects of the Proposed Reverse Stock Split					35
	Examples of Potential Reverse Stock Split at Various Ratios					35
	Effects on Ownership by Individual Stockholders					35
	Effect on Restricted Stock, RSUs and Options					36
	Effect on QVCGB Shares.					36
	Effect on QVCGP Shares					36
	Other Effects on Outstanding Shares					37
	Interests of Directors and Executive Officers					37
	Authorized Shares of Stock					37
	Procedure for Effecting the Proposed Reverse Stock Split and Exchange of Stock Certificates					37
	Fractional Shares					38
	No Appraisal Rights					38
	Accounting Consequences					38
	No Going Private Transaction					38
	Potential Anti-Takeover Effect					38
	Material U.S. Federal Income Tax Consequences of the Reverse Stock Split					39
	Board Discretion to Implement the Reverse Stock Split					40
	PROPOSAL 3 – THE AUDITORS RATIFICATION PROPOSAL					41
	Vote and Recommendation					41
	Audit Fees and All Other Fees					41
	Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor					42
	AUDIT COMMITTEE REPORT					43
	PROPOSAL 4 – THE SAY-ON-PAY PROPOSAL					44
	Advisory Vote					44
	Vote and Recommendation					44
	EXECUTIVE OFFICERS					45
	EXECUTIVE COMPENSATION					47
	Compensation Discussion and Analysis					47

	Summary Compensation Table					62
	Executive Compensation Arrangements					64
	Grants of Plan-Based Awards					68
	Option Grant Practices					69
	Outstanding Equity Awards at Fiscal Year-End					70
	Option Exercises and Stock Vested					71
	Potential Payments Upon Termination or Change in Control					72
	Benefits Payable Upon Termination or Change in Control					75
	Pay Versus Performance					76
	Equity Compensation Plan Information					80
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					81
	Security Ownership of Certain Beneficial Owners					81

	Security Ownership of Management					82
	Hedging Disclosure					84
	Changes in Control					84
	Delinquent Section 16(a) Reports					84
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					85
	Malone Stock Exchange and Maffei Arrangements					85
	Maffei Call Agreement					87
	APPENDIX A					A-1
	APPENDIX B					B-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
	Expedia				Expedia, Inc.
	FPR				FPR Partners, LLC
	FW Cook				Frederic W Cook & Co., Inc.
	GAAP				U.S. Generally Accepted Accounting Principals
	GCI Liberty				GCI Liberty, Inc.
	Glassdoor				Glassdoor, Inc.
	Grainger				W. W. Grainger, Inc.
	JCPenney				J.C. Penney Company, 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)
	Microsoft				Microsoft Corporation
	Oracle				Oracle Corporation
	QVC				QVC, Inc.
	QVC Group				QVC Group, Inc. (formerly Qurate Retail, Inc.)
	Sirius XM				Sirius XM Holdings Inc.
	TCI				Tele-communications, Inc.
	Tripadvisor				Tripadvisor, Inc.
	Vanguard				The Vanguard Group
	Zillow				Zillow Group, Inc.

				What’s new with this year’s proxy statement?
	• 2024 Year in Review • Voting Roadmap on page 3 • Reverse Stock Split Proposal on page 32 • New Rawlinson Employment Agreement on page 58

	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 – 19 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.

			M. IAN G. GILCHRIST
			Director Since: 2009			Committee(s): Audit (Chair); Compensation
			Independent Director
			Mr. Gilchrist’s field of expertise is in the media and telecommunications sector, having been involved with companies in this industry during much of his 32 years as an investment banker. Mr. Gilchrist brings to our Board significant financial expertise and a unique perspective on our company and the media and telecommunications sector. He is also an important resource with respect to the financial services firms that our company engages from time to time.

	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 2024				• 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: Reverse Stock Split Proposal (see page 32)
	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 in effecting a reverse stock split in order to bring our Series A common stock back into compliance with the minimum bid price requirements of The Nasdaq Stock Market LLC (Nasdaq) to ensure its continued listing on Nasdaq. See pages 32 – 40 for further information.

	Proposal 3: Auditors Ratification Proposal (see page 41)
	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 41 – 42 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.

	Proposal 4: Say-on-Pay Proposal (see page 44)
	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 44 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 and FOR each of the reverse stock split proposal, auditors ratification proposal and say-on-pay proposal.

	AUDIT COMMITTEE OVERVIEW
	7 meetings in 2024 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 43			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 2024.

	COMPENSATION COMMITTEE OVERVIEW
	5 meetings in 2024 Chair Larry E. Romrell Other Members M. Ian G. Gilchrist Andrea L. Wong Compensation Committee Report, page 61			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
	4 meetings in 2024 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 our 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		—		—		—		334,035(5)(6)(7)		334,035
Richard N. Barton		271,300		—		17,821		—		289,121
Fiona P. Dias		301,300		—		—		2,150(8)		303,450
M. Ian G. Gilchrist		311,300		—		—		—		311,300
Evan D. Malone		261,300		—		—		—		261,300
Larry E. Romrell		311,300		—		—		—		311,300
Andrea L. Wong		291,300		—		58,321		—		349,621

	John C. Malone		Richard N. Barton		Fiona P. Dias		M. Ian G. Gilchrist		Evan D. Malone		Larry E. Romrell		Andrea L. Wong
Options (#)
QVCGA		—		141,955		—		114,757		—		141,955		46,059
Deferred Share Units (#)
QVCGA		—		—		21,038		—		—		—		—
QVCGP		—		—		269		—		—		—		—

Name	2024 Above Market Earnings on Accrued Interest ($)
Richard N. Barton		17,821
Andrea L. Wong		58,321

	Amounts ($)
Reimbursement for personal accounting services		13,800
Compensation related to personal use of corporate aircraft(a)		115,472
Tax payments made on behalf of Mr. Malone		194,453

Outstanding at January 31, 2025(1)			Reverse Stock Split Ratio		Outstanding after Reverse Stock Split(1)				Reduction in Shares Outstanding
QVCGA Shares	QVCGB Shares		Reverse Stock Split Ratio		QVCGA Shares		QVCGB Shares		Reduction in Shares Outstanding
389,654,508		8,927,840		1-for-2		194,827,254		4,463,920		50%
389,654,508		8,927,840		1-for-5		77,930,902		1,785,568		80%
389,654,508		8,927,840		1-for-10		38,965,451		892,784		90%
389,654,508		8,927,840		1-for-20		19,482,725		446,392		95%
389,654,508		8,927,840		1-for-25		15,586,180		357,114		96%
389,654,508		8,927,840		1-for-50		7,793,090		178,557		98%

	2024			2023
Audit fees		$	8,971,000		8,591,000
Audit related fees			—		—
Audit and audit related fees			8,971,000		8,591,000
Tax fees(1)			933,000		527,000
Total fees		$	9,904,000		9,118,000

	Current Positions			Prior Positions/Experience
	• Principal Financial Officer and Chief Accounting Officer of our company since July 2019 and January 2020, respectively; Mr. Wendling will resign from these roles effective March 31, 2025 • Principal Financial Officer and Chief Accounting Officer of Liberty Media and Liberty Broadband since July 2019 and January 2020, respectively • 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 Atlanta Braves Holdings from December 2022 – August 2024 • 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 QVC Group since 1999

	Current Positions			Prior Positions/Experience
	• Chief Legal Officer and Chief Administrative Officer of our company since September 2019 and January 2021, respectively; Ms. Wilm will resign from the Chief Administrative Officer role effective March 31, 2025, but will continue as Chief Legal Officer • Chief Legal Officer and Chief Administrative Officer of Liberty Media, Liberty TripAdvisor and Liberty Broadband since September 2019 and January 2021, respectively			• Chief Executive Officer of Las Vegas Grand Prix, Inc. from January 2022 – February 2025 • Chief Legal Officer and Chief Administrative Officer of Atlanta Braves Holdings from December 2022 – August 2024 • 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

	Current/In-Coming Positions			Prior Positions/Experience
	• Chief Financial Officer and Chief Administrative Officer of our company, effective April 1, 2025 • Chief Financial Officer and Chief Administrative Officer of QVC since March 2023 and April 2024, respectively • Director of Jushi Holdings Inc. since October 2022			• Chief Financial Officer of Everlane, Inc., a fashion retailer from February 2022 – March 2023 • Chief Financial Officer of Next Frontier Brands, Inc., a consumer packaged goods company, from July 2021 – January 2022 • Chief Financial Officer of Thrasio, LLC, a global consumer goods company, from April 2021 – July 2021 • Chief Financial Officer of JCPenney, a retail company, from April 2019 – April 2021. JCPenney filed for Chapter 11 bankruptcy protection in May 2020 and successfully emerged from bankruptcy in December 2020. • Chief Financial Officer of Vitamin Shoppe, Inc. a specialty retailer of nutritional products, from July 2017 – April 2019

		BRIAN J. WENDLING
		Chief Accounting Officer and Principal Financial 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 (US), Inc. 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 Mr. Wendling 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, SEC/audit compliance, litigation management and tax compliance

	GREGORY B. MAFFEI
	Chairman of the Board
	Performance Objectives: • Provide leadership to QVC Group to drive financial improvement • Manage debt at all levels of the capital structure; execute capital allocation strategies			• Support professional development and goals of management team, corporate development group and investor relations team • Continue development of sustainability program