麻豆最新出品

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LIBERTY MEDIA CORPORATION​ 12300 麻豆最新出品 Boulevard Englewood, Colorado 80112 (720) 875-5400

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DEAR FELLOW STOCKHOLDER: You are cordially invited to attend the 2024 annual meeting of stockholders of 麻豆最新出品 to be held at 8:00 a.m., Mountain time, on June 10, 2024. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2024. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 10, 2024. At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting. Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning the proxy card if you received a paper copy of the proxy materials by mail. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting. Thank you for your cooperation and continued support and interest in 麻豆最新出品 Media. Very truly yours, Gregory B. Maffei President and Chief Executive Officer April 25, 2024 The Notice of Internet Availability of Proxy Materials is first being mailed on or about April 29, 2024, and the proxy materials relating to the annual meeting will first be made available on or about the same date.

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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

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​	MEETING DATE & TIME	​	​	​	VIRTUAL MEETING LOCATION	​	​	​	RECORD DATE	​
​	June 10, 2024, at 8:00 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/LMC2024.	​	​	​	5:00 p.m., New York City time, on April 16, 2024	​

​	PROPOSAL				​	​	BOARD RECOMMENDATION	​	​	PAGES	​
​	1​	​	​	A proposal (which we refer to as the election of directors proposal) to elect Brian M. Deevy, Gregory B. Maffei and Andrea L. Wong to continue serving as Class Il members of our Board until the 2027 annual meeting of stockholders or their earlier resignation or removal.	​	​	FOR each director nominee	​	​	16	​
​	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	​	​	37	​
​	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	​	​	41	​
​	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	​	​	43	​
​	​	​	​	You may also be asked to consider and vote on such other business as may properly come before the annual meeting.							​

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YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting. You may vote electronically during the annual meeting or by proxy prior to the meeting by telephone, via the Internet or by mail:

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Virtual Meeting

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Vote online at www.proxyvote.com

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Vote live during the annual meeting at the URL above

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Vote by calling 1-800-690-6903 (toll free) in the United States or Canada

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Vote by returning a properly completed, signed and dated proxy card

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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 麻豆最新出品 SiriusXM common stock ​ • Series B 麻豆最新出品 SiriusXM common stock ​ • Series A 麻豆最新出品 Live common stock ​ • Series B 麻豆最新出品 Live common stock ​ • Series A 麻豆最新出品 Formula One common stock ​ • Series B 麻豆最新出品 Formula One common stock ​ These holders will vote together as a single class on each proposal.	​	​	Holders of record of our following series of common stock, par value $0.01 per share, as of the record date are NOT entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting: • Series C 麻豆最新出品 SiriusXM common stock ​ • Series C 麻豆最新出品 Live common stock ​ • Series C 麻豆最新出品 Formula One common stock ​	​

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​	360networks	​	​	​	360networks Corporation	​
​	Ascent	​	​	​	Ascent Capital Group, Inc.	​
​	Atlanta Braves Holdings	​	​	​	Atlanta Braves Holdings, Inc.	​
​	Baupost	​	​	​	The Baupost Group, L.L.C.	​
​	Baupost GP	​	​	​	Baupost Group GP, L.L.C.	​
​	Berkshire Hathaway	​	​	​	Berkshire Hathaway, Inc.	​
​	Braves Holdings	​	​	​	Braves Holdings, LLC	​
​	Charter	​	​	​	Charter Communications, Inc.	​
​	Corvex	​	​	​	Corvex Management LP	​
​	Cubist Systematic Strategies	​	​	​	Cubist Systematic Strategies, LLC	​
​	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 麻豆最新出品	​	​	​	GCI 麻豆最新出品, Inc.	​
​	GEICO	​	​	​	GEICO Corp	​
​	Insurance Co of Nebraska	​	​	​	Berkshire Hathaway Life Insurance Co of Nebraska	​
​	LGI	​	​	​	麻豆最新出品 Global, Inc. (LGP’s predecessor)	​
​	LGP	​	​	​	麻豆最新出品 Global plc	​
​	麻豆最新出品 Broadband	​	​	​	麻豆最新出品 Broadband Corporation	​
​	麻豆最新出品 Expedia	​	​	​	麻豆最新出品 Expedia Holdings, Inc.	​
​	麻豆最新出品 Media	​	​	​	麻豆最新出品 (including predecessors)	​
​	麻豆最新出品 TripAdvisor	​	​	​	麻豆最新出品 TripAdvisor Holdings, Inc.	​
​	Live Nation	​	​	​	Live Nation Entertainment, Inc.	​
​	LMAC	​	​	​	麻豆最新出品 Media Acquisition Corporation	​
​	LMI	​	​	​	麻豆最新出品 Media International, Inc. (LGI’s predecessor)	​
​	Mercer	​	​	​	Mercer (US) Inc.	​
​	Microsoft	​	​	​	Microsoft Corporation	​
​	National Fire	​	​	​	National Fire & Marine Insurance Co	​
​	National Indemnity	​	​	​	National Indemnity Co	​
​	Oracle	​	​	​	Oracle Corporation	​
​	Point72 Asset Management	​	​	​	Point72 Asset Management, L.P.	​
​	Point72 Associates	​	​	​	Point72 Associates, LLC	​
​	Point72 Capital Advisors	​	​	​	Point72 Capital Advisors, Inc.	​
​	Quint	​	​	​	QuintEvents, LLC	​
​	Qurate Retail	​	​	​	Qurate Retail, Inc.	​
​	RBC	​	​	​	Royal Bank of Canada	​
​	RBC CME	​	​	​	RBC’s Capital Markets’ Communications, Media & Entertainment Group	​
​	Scripps	​	​	​	Scripps Network Interactive, Inc.	​

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​	Sirius XM	​	​	​	Sirius XM Holdings Inc.	​
​	SOW	​	​	​	State of Wisconsin Investment Board	​
​	TCI	​	​	​	Tele-Communications, Inc.	​
​	Tripadvisor	​	​	​	Tripadvisor, Inc.	​
​	Vanguard	​	​	​	The Vanguard Group	​
​	Warner Bros. Discovery	​	​	​	Warner Bros. Discovery, Inc.	​
​	Zillow	​	​	​	Zillow Group, Inc.	​

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​		​	​	What’s new with this year’s proxy statement?	​
​	• 2023 Year in Review ​ • Voting Roadmap on pages 3 ​ • Say-on-Pay Proposal on page 41 ​ • Say-on-Frequency Proposal on page 43 ​				​

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​	麻豆最新出品 SiriusXM Group	​	​	​	麻豆最新出品 Live Group	​	​	​	麻豆最新出品 Formula One Group	​

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麻豆最新出品 SiriusXM Group

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• Announced transaction to combine 麻豆最新出品 SiriusXM Group and Sirius XM in December 2023; expected completion by early third quarter 2024 ​ • Reduced principal amount of debt at 麻豆最新出品 SiriusXM Group by $782 million during 2023 ​ • Sirius XM generated $8.95 billion revenue and $2.79 billion of adjusted EBITDA(1) for the year ​ • Sirius XM ended 2023 with 34 million total subscribers and maintained low churn of 1.6% ​ • Sirius XM launched the first iteration of its next generation app and new brand platform in December 2023 ​

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麻豆最新出品 Live Group

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• Completed creation of 麻豆最新出品 Live Group comprising 30% ownership in Live Nation and other private assets in August 2023 ​ • Live Nation had a record 2023, with all time highs for attendance, ticket sales and sponsorship ​ • Concert attendance of 145 million, up 20% year-over-year ​ • International demand saw continued growth with 50% more international acts in top 50 tours ​ • Ancillary per fan spending up double-digits across all major venue types year-over-year ​

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麻豆最新出品 Formula One Group

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• Formula 1 had record revenue and adjusted OIBDA(2) in 2023, with double digit growth across all revenue streams and adjusted OIBDA up 22% year-over-year ​ • 2023 race attendance of 6 million, up 5% year-over-year ​ • 1.5 billion cumulative TV viewers and 70.5 million social media followers in 2023 ​ • Acquired Quint, premium hospitality and experiences company ​ • Finished construction of Las Vegas Grand Prix Pit Building and hosted inaugural Las Vegas Grand Prix which generated new commercial opportunities and massive global engagement ​ • Repriced Formula 1 Term Loan B and reduced margin from 3.25% to 2.25% in 2023 ​

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​	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. Our executive leadership team has a significant portion of its respective net worth tied to 麻豆最新出品 Media.					​

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​	Proposal 1: Election of Directors Proposal (see page 16)				​
​	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 16 – 25 for further information.	​

	​	​	​	BRIAN M. DEEVY				​
			​	Director Since: 2015 Independent Director	​	​	Committee(s): Audit (Chair)	​
			​	Mr. Deevy brings to our Board in-depth knowledge of the communications, media and entertainment industries. He has an extensive background in mergers and acquisitions, investment banking and capital formation and provides strategic insights with respect to our company’s activities in these areas.				​

	​	​	​	GREGORY B. MAFFEI				​
			​	Director Since: 2007	​	​	Committee(s): Executive	​
			​	Mr. Maffei brings to our Board significant financial and operational experience based on his senior policy making positions at our company, Qurate Retail, 麻豆最新出品 TripAdvisor, Atlanta Braves Holdings and 麻豆最新出品 Broadband, and his previous executive positions at GCI 麻豆最新出品, Oracle, 360networks and Microsoft, as well as his public company board experience. He provides our Board with executive leadership perspective on the strategic planning for, and operations and management of, large public companies and risk management principles.				​

	​	​	​	ANDREA L. WONG				​
			​	Director Since: 2011 Independent Director	​	​	Committee(s): Compensation; Nominating and Corporate Governance	​
			​	Ms. Wong brings to our Board significant experience in the media and entertainment industry, having an extensive background in media programming across a variety of platforms, as well as executive leadership experience with the management and operation of companies in the entertainment sector. Her experience with programming development and production, brand enhancement and marketing brings a pragmatic and unique perspective to our Board. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our Board.				​

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​	Effective Independent Oversight	​	​	​	Strong Governance Practices	​
​	• Two-thirds 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 ​ • Exchange agreement with our Chairman of the Board, as we believe it is in the best interests of our company and stockholders not to have a single stockholder with control over greater than 50% of our aggregate voting power. See “Certain Relationships and Related Party Transactions—Exchange Agreement with John C. Malone” ​	​	​	​	• 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 and Human Rights 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 37)				​
​	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 37 – 39 for further information.	​

​	Proposal 3: Say-on-Pay Proposal (see page 41)				​
​	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 stockholder value. See pages 41 – 42 for further information.	​

​	Proposal 4: Say-on-Frequency Proposal (see page 43)				​
​	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 43 – 44 for further information.	​

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This approach to sustainability is underpinned by four core values:​

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EMPOWER AND VALUE OUR PEOPLE

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CONTINUOUS PURSUIT OF EXCELLENCE

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CREATE OPTIONALITY AND BE NIMBLE

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ACT LIKE OWNERS

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Oversight and Support

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• Top-down sustainability oversight across our portfolio of companies ​ • Board-level engagement on material sustainability issues ​ • Corporate Responsibility Committee, comprised of nearly 20 leaders from across our company’s departments, handles development and implementation of sustainability strategy ​ • Active investor engagement to understand expectations ​ • Ongoing monitoring of industries’ sustainability best practices ​ See “Corporate Governance—Board Role in Risk Oversight”

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Scale and Synergies

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• Sustainability risk management and opportunity capture ​ • Annual sustainability summits for idea generation and best practice sharing ​ • Disclosure practices conveyed proactively, portfolio-wide ​ • ESG policy library as a resource for all companies ​ • Access to green energy investments and other opportunities ​

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​	Our Sustainability Pillars:					​	​
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​	ENVIRONMENTAL STEWARDSHIP	​	​	​	COMMUNITY COMMITMENT	​	​
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​	We recognize climate change and adverse impacts on the natural world are among the most pressing challenges facing humanity today. Environmental sustainability has implications for markets, and our investors. Moreover, how we manage our environmental impact matters to our employees, our customers, our business partners, and our other stakeholders.	​	​	​	We are privileged to operate in many communities, and we take seriously our role as a leader and partner within, and contributor to, these communities. Through the products and services we provide, our charitable giving and volunteerism, and our broader community relations, we strive to connect with and serve our local communities, for the benefit of our employees, businesses, customers, and neighbors.	​	​
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​	TALENT & CULTURE	​	​	​	ETHICS & INTEGRITY	​	​
​	We believe that the ability to engage a dynamic and thoughtful workforce is key to creating value. We nurture a company culture of diversity, equity, and inclusion where everyone can unlock their full potential, both at our company and across our portfolio of businesses. Additionally, our focus on recruitment, development and succession planning, and fair labor practices are key focal points of our human capital strategy.	​	​	​	Our Board of Directors and leadership team lead with principle and integrity and expect each of our companies to do the same. This means aligning their business strategies with the long-term interests of all their stakeholders, including customers, employees, regulators, and the general public.	​	​

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​		​	​	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.				​

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We pay for performance

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WHAT WE DO

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WHAT WE DO NOT DO

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• A significant portion of compensation is at-risk and performance-based. ​ • Performance targets for our executives support the long-term growth of our company. ​ • We have clawback provisions for equity-based incentive compensation. ​ • We have stock ownership guidelines for our executive officers. ​ • We review our executives’ base salaries on an annual basis. ​

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• Our compensation practices do not encourage excessive risk taking. ​ • We do not provide tax gross-up payments in connection with taxable income from perquisites. ​ • We do not engage in liberal share recycling. ​

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​	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 the auditors ratification proposal, and FOR 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.	​	​		​

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​	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.	​

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Committee Memberships

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Name and Principal Occupation

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Director Since

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Nominating & Corporate Governance

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Non-麻豆最新出品 Public Board Directorships(1)

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Class II directors who will stand for election this year

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BRIAN M. DEEVY

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2015

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GREGORY B. MAFFEI

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ANDREA L. WONG

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JOHN C. MALONE (BOARD CHAIRMAN)​

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ROBERT R. BENNETT

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M. IAN G. GILCHRIST

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DEREK CHANG

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2021

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EVAN D. MALONE

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LARRY E. ROMRELL

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Brian M. Deevy​

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Director Since: June 2015 Age: 69 Committees: Audit (Chair) Independent Director

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Professional Background: • Head of RBC CME Group until June 2015 ​ • Responsible for strategic development of the RBC CME Group’s business (including mergers & acquisitions, private equity and debt capital formation and financial advisory engagements) ​ • Chairman and Chief Executive Officer of Daniels & Associates (investment banking firm that provided financial advisory services to the communications industry until it was acquired by RBC in 2007) ​ • Prior to joining Daniels & Associates, RBC Daniels’ predecessor, was with Continental Illinois National Bank ​ • Director of the Daniels Fund (2003 – present) ​ • Director of the U.S. Olympic and Paralympic Foundation (2016 – present) ​

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Public Company Directorships: • Atlanta Braves Holdings (July 2023 – present) ​ Non-麻豆最新出品 Public Company Directorships: None Former Public Company Directorships: • Trine II Acquisition Corp. (November 2021 – May 2023) ​ • Ascent (November 2013 – May 2016) ​ • Ticketmaster Entertainment, Inc. (August 2008 –  January 2010) ​

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Gregory B. Maffei​

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President and Chief Executive Officer Director Since: May 2007 Age: 63 Committees: Executive

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Professional Background: • President and Chief Executive Officer of our company since May 2007 ​ • President and Chief Executive Officer of Atlanta Braves Holdings since December 2022 ​ • President and Chief Executive Officer of 麻豆最新出品 Broadband since June 2014 ​ • President and Chief Executive Officer of 麻豆最新出品 TripAdvisor since July 2013 ​ • President and Chief Executive Officer of GCI 麻豆最新出品 from March 2018 until its combination with 麻豆最新出品 Broadband in December 2020 ​ • President and Chief Executive Officer of LMAC from November 2020 until its liquidation and dissolution in December 2022 ​ • President and Chief Executive Officer of Qurate Retail from February 2006 to March 2018, having served as its CEO-Elect from November 2005 through February 2006; Chairman of the Board of Qurate Retail since March 2018 ​ • Previously President and Chief Financial Officer of Oracle, Chairman, President and Chief Executive Officer of 360networks, and Chief Financial Officer of Microsoft ​

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Public Company Directorships: • Sirius XM (March 2009 – present; Chairman of the Board, April 2013 – present) ​ • Live Nation (February 2011 – present; Chairman of the Board, March 2013 – present) ​ • Qurate Retail (November 2005 – present; Chairman of the Board, March 2018 – present) ​ • 麻豆最新出品 TripAdvisor (July 2013 – present; Chairman of the Board, June 2015 – present) ​ • Tripadvisor (Chairman of the Board, February 2013 – present) ​ • 麻豆最新出品 Broadband (June 2014 – present) ​ • Charter (May 2013 – present) ​ • Atlanta Braves Holdings (December 2022 – present; Chairman of the Board, July 2023 – present) ​ Non-麻豆最新出品 Public Company Directorships: • Zillow (February 2015 – present) ​ Former Public Company Directorships: • LMAC (November 2020 – December 2022; Chairman of the Board, April 2021 – December 2022) ​ • GCI 麻豆最新出品 (March 2018 – December 2020) ​ • Zillow, Inc. (Zillow’s predecessor) (May 2005 – February 2015) ​ • DIRECTV and predecessors (February 2008 – June 2010) ​ • Electronic Arts, Inc. (June 2003 – July 2013) ​ • Barnes & Noble, Inc. (September 2011 – April 2014) ​ • STARZ (Chairman of the Board, January 2013 – December 2016) ​ • Pandora Media, Inc. (September 2017 – February 2019) ​

​

​

20 / 2024 PROXY STATEMENT

​

TABLE OF CONTENTS

​

​

​

Andrea L. Wong​

​

​

Director Since: September 2011 Age: 57 Committees: Compensation; Nominating and Corporate Governance Independent Director

​

​

Professional Background: • President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment from September 2011 to March 2017 ​ • President and Chief Executive Officer of Lifetime Entertainment Services from 2007 to April 2010 ​ • Served as an Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company, from 2003 to 2007 ​

​

​

Public Company Directorships: • Qurate Retail (April 2010 – present) ​ Non-麻豆最新出品 Public Company Directorships: • Hudson Pacific Properties, Inc. (August 2017 – present) ​ • Roblox Corporation (August 2020 – present) ​ Former Public Company Directorships: • Oaktree Acquisition Corp. II (September 2020 – June 2022) ​ • Oaktree Acquisition Corp. (July 2019 – January 2021) ​ • Social Capital Hedosophia Holdings Corp. (September 2017 – October 2019) ​ • Hudson’s Bay Company (September 2014 – March 2020) ​

​

​

LIBERTY MEDIA CORPORATION / 21

​

TABLE OF CONTENTS​

​

​

​

John C. Malone​

​

​

Chairman of the Board Director Since: December 2010; Chairman since August 2011 Age: 83 Committees: Executive

​

​

Professional Background: • Chairman of the Board of our company since August 2011 and director since December 2010 ​ • Chairman of the Board of Qurate Retail from its inception in 1994 until March 2018 and served as Qurate Retail’s Chief Executive Officer from August 2005 to February 2006 ​ • Chairman of the Board of TCI from November 1996 until March 1999, when it was acquired by AT&T Corp., and Chief Executive Officer of TCI from January 1994 to March 1997 ​

​

​

Public Company Directorships: • Qurate Retail (1994 – present; Chairman of the Board, 1994 – March 2018) ​ • 麻豆最新出品 Broadband (Chairman of the Board, November 2014 – present) ​ Non-麻豆最新出品 Public Company Directorships: • Warner Bros. Discovery (April 2022 – present) ​ • LGP (Chairman of the Board, June 2013 – present) ​ Former Public Company Directorships: • GCI 麻豆最新出品 (Chairman of the Board, March 2018 – December 2020) ​ • 麻豆最新出品 Expedia (Chairman of the Board, November 2016 – July 2019) ​ • 麻豆最新出品 Latin America Ltd. (December 2017 – December 2019) ​ • Discovery (September 2008 – April 2022) ​ • DHC (March 2005 – September 2008; Chairman of the Board, May 2005 – September 2008) ​ • LGI (Chairman of the Board, June 2005 – June 2013) ​ • LMI (March 2004 – June 2005) ​ • UnitedGlobalCom, Inc. (June 2005 – January 2022) ​ • Lions Gate Entertainment Corp. (March 2015 – September 2018) ​ • Charter (May 2013 – July 2018) ​ • Expedia, Inc. (August 2005 – November 2012; December 2012 – December 2017) ​ • 麻豆最新出品 TripAdvisor (August 2014 – June 2015) ​ • Sirius XM (April 2009 – May 2013) ​ • Ascent (January 2010 – September 2012) ​ • Live Nation (January 2010 – February 2011) ​ • DIRECTV (including predecessors) (Chairman of the Board, February 2008 – June 2010) ​ • IAC/InterActiveCorp (May 2006 – June 2010) ​

​

​

22 / 2024 PROXY STATEMENT

​

TABLE OF CONTENTS

​

​

​

Robert R. Bennett​

​

​

Director Since: September 2011 Age: 66 Committees: Executive Independent Director

​

​

Professional Background: • Managing Director of Hilltop Investments LLC, a private investment company ​ • Chief Executive Officer of Qurate Retail from April 1997 to August 2005 and its President from April 1997 to February 2006; held various executive positions with Qurate Retail from 1994 to 1997 ​

​

​

Public Company Directorships: Non-麻豆最新出品 Public Company Directorships: • HP, Inc. (July 2013 – present) ​ Former Public Company Directorships: • Warner Bros. Discovery (April 2022 – March 2023) ​ • Discovery (September 2008 – April 2022) ​ • Qurate Retail (September 1994 – December 2011) ​ • DHC (May 2005 – September 2008) ​ • Demand Media, Inc. (January 2011 – February 2014) ​ • Sprint Corporation (October 2006 – November 2016) ​

​

​

​

​

M. Ian G. Gilchrist​

​

​

Director Since: September 2011 Age: 74 Committees: Compensation (Chair); Nominating and Corporate Governance Independent Director

​

​

Professional Background: • Director and President of Trine Acquisition Corp. from March 2019 to December 2020 ​ • Various officer positions including Managing Director at Citigroup Inc./Salomon Brothers Inc. from 1995 to 2008, CS First Boston Corporation from 1988 to 1995, and Blyth Eastman Paine Webber from 1982 to 1988 and served as a Vice President of Warburg Paribas Becker Incorporated from 1976 to 1982 ​ • Previously worked in the venture capital field and as an investment analyst ​

​

​

Public Company Directorships: • Qurate Retail (July 2009 – present) ​ Non-麻豆最新出品 Public Company Directorships: None Former Public Company Directorships: • Trine Acquisition Corp. (March 2019 – December 2020) ​ • Ackerley Communications Inc. (1995 – 2000) ​

​

​

LIBERTY MEDIA CORPORATION / 23

​

TABLE OF CONTENTS​

​

​

​

Derek Chang​

​

​

Director Since: March 2021 Age: 56 Committees: Audit; Nominating and Corporate Governance (Chair) Independent Director

​

​

Professional Background: • Executive Chairman of EverPass Media since April 2023 ​ • Director of Playfly Sports since February 2023 ​ • Chief Executive Officer of Friend MTS from May 2021 to December 2021 ​ • Board member of Professional Fighters League from June 2021 to February 2023 ​ • Chief Executive Officer of NBA China from June 2018 to May 2020 ​ • Head of International Lifestyle Channels from July 2016 to April 2018 and as a Managing Director of Asia Pacific operations from April 2013 to July 2016 for Scripps ​ • Executive Vice President of Content Strategy and Development of DIRECTV (and its predecessor, The DirecTV Group, Inc.) from March 2006 to January 2013 ​ • Executive Vice President—Finance and Strategy of Charter from December 2003 to April 2005 and as its interim Co-Chief Financial Officer from August 2004 to April 2005 ​ • Executive Vice President—Development of the Yankees Entertainment and Sports Network from its inception in 2001 to January 2003 ​

​

​

Public Company Directorships: None Former Public Company Directorships: • Isos Acquisition Corp. (March 2021 – December 2021) ​ • Vobile Group Limited (July 2020 – June 2021) ​ • STARZ (January 2013 – June 2013) ​

​

​

24 / 2024 PROXY STATEMENT

​

TABLE OF CONTENTS​

​

​

​

Evan D. Malone​

​

​

Director Since: September 2011 Age: 53

​

​

Professional Background: • President of NextFab Studio, LLC (provides manufacturing-related technical training, product development, and business acceleration services) since June 2009 ​ • Owner and manager of 1525 South Street LLC (real estate property and management company) since January 2008 ​ • Applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001 ​ • Director and president of the NextFab Foundation (IRS 501(c)(3) private operating foundation, which provides manufacturing-related technology and education to communities affected by economic or humanitarian distress) since November 2016 ​

​

​

Public Company Directorships: • Qurate Retail (August 2008 – present) ​ • Sirius XM (May 2013 – present) ​ Non-麻豆最新出品 Public Company Directorships: None Former Public Company Directorships: None

​

​

​

​

Larry E. Romrell​

​

​

Director Since: September 2011 Age: 84 Committees: Audit; Compensation Independent Director

​

​

Professional Background: • Held numerous executive positions with TCI from 1991 to 1999 ​ • Previously held various executive positions with Westmarc Communications, Inc. ​

​

​

Public Company Directorships: • Qurate Retail (March 1999 – September 2011; December 2011 – present) ​ • 麻豆最新出品 TripAdvisor (August 2014 – present) ​ Non-麻豆最新出品 Public Company Directorships: • LGP (July 2013 – present) ​ Former Public Company Directorships: • LGI (June 2005 – June 2013) ​ • LMI (May 2004 – June 2005) ​

​

​

LIBERTY MEDIA CORPORATION / 25

​

TABLE OF CONTENTS​​​​

​

26 / 2024 PROXY STATEMENT

​

TABLE OF CONTENTS​​​

​

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

​

​

1

​

​

8

​

​

—

​

​

—

​

​

Part II: Demographic Background

​

​

African American or Black

​

​

—

​

​

—

​

​

—

​

​

—

​

​

Alaskan Native or American Indian

​

​

—

​

​

—

​

​

—

​

​

—

​

​

Asian

​

​

1

​

​

1

​

​

—

​

​

—

​

​

Hispanic or Latinx

​

​

—

​

​

—

​

​

—

​

​

—

​

​

Native Hawaiian or Pacific Islander

​

​

—

​

​

—

​

​

—

​

​

—

​

​

White

​

​

—

​

​

7

​

​

—

​

​

—

​

​

Two or More Races or Ethnicities

​

​

—

​

​

—

​

​

—

​

​

—

​

​

LGBTQ+

​

​

​

​

​

​

​

​

1

​

​

​

​

​

Did Not Disclose Demographic Background

​

​

​

​

​

​

​

​

—

​

​

​

​

​

LIBERTY MEDIA CORPORATION / 27

​

TABLE OF CONTENTS​​​

​	AUDIT COMMITTEE OVERVIEW				​
​	5 meetings in 2023 Chair Brian M. Deevy Other Members Derek Chang* Larry E. Romrell *Our Board of Directors has determined that Mr. Chang is an “audit committee financial expert” under applicable SEC rules and regulations Audit Committee Report, page 40	​	​	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. ​	​

​

28 / 2024 PROXY STATEMENT

​

TABLE OF CONTENTS

​	EXECUTIVE COMMITTEE OVERVIEW				​
​	1 meeting in 2023 Members John C. Malone Gregory B. Maffei Robert R. Bennett	​	​	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				​
​	5 meetings in 2023 Chair M. Ian G. Gilchrist Other Members Larry E. Romrell 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 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 the Board and administer any incentive-compensation plans and equity-based plans; 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				​
​	3 meetings in 2023 Chair Derek Chang Other Members M. Ian G. Gilchrist Andrea L. Wong	​	​	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 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. ​	​

​

LIBERTY MEDIA CORPORATION / 29

​

TABLE OF CONTENTS​

​

30 / 2024 PROXY STATEMENT

​

TABLE OF CONTENTS

​

LIBERTY MEDIA CORPORATION / 31

​

TABLE OF CONTENTS​​​​

​

32 / 2024 PROXY STATEMENT

​

TABLE OF CONTENTS​​

​

LIBERTY MEDIA CORPORATION / 33

​

TABLE OF CONTENTS

​

Name

​

​

FWONK

​

​

LSXMK

​

​

LLYVK

​

​

Robert R. Bennett

​

​

​

​

1,205

​

​

​

​

​

1,596

​

​

​

​

​

465

​

​

​

Derek Chang

​

​

​

​

1,205

​

​

​

​

​

1,596

​

​

​

​

​

465

​

​

​

Brian M. Deevy

​

​

​

​

602

​

​

​

​

​

1,596

​

​

​

​

​

232

​

​

​

M. Ian G. Gilchrist

​

​

​

​

—

​

​

​

​

​

1,596

​

​

​

​

​

—

​

​

​

Evan D. Malone

​

​

​

​

—

​

​

​

​

​

1,596

​

​

​

​

​

—

​

​

​

Larry E. Romrell

​

​

​

​

—

​

​

​

​

​

1,596

​

​

​

​

​

—

​

​

​

Andrea L. Wong

​

​

​

​

602

​

​

​

​

​

1,596

​

​

​

​

​

232

​

​

​

Name

​

​

# of FWONK Options

​

​

Exercise Price ($)

​

​

# of LLYVK Options

​

​

Exercise Price ($)

​

​

Brian M. Deevy

​

​

​

​

1,476

​

​

​

​

​

62.92

​

​

​

​

​

576

​

​

​

​

​

33.97

​

​

​

M. Ian G. Gilchrist

​

​

​

​

2,952

​

​

​

​

​

62.92

​

​

​

​

​

1,152

​

​

​

​

​

33.97

​

​

​

Evan D. Malone

​

​

​

​

2,952

​

​

​

​

​

62.92

​

​

​

​

​

1,152

​

​

​

​

​

33.97

​

​

​

Larry E. Romrell

​

​

​

​

2,952

​

​

​

​

​

62.92

​

​

​

​

​

1,152

​

​

​

​

​

33.97

​

​

​

Andrea L. Wong

​

​

​

​

1,476

​

​

​

​

​

62.92

​

​

​

​

​

576

​

​

​

​

​

33.97

​

​

​

34 / 2024 PROXY STATEMENT

​

TABLE OF CONTENTS​

​

Name(1)

​

​

Fees Earned or Paid in Cash ($)

​

​

Stock Awards ($)(2)(3)

​

​

Option Awards ($)(2)(3)

​

​

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)

​

​

All Other Compensation ($)(5)

​

​

Total ($)

​

​

Robert R. Bennett

​

​

​

​

128,650(4)

​

​

​

​

​

134,132

​

​

​

​

​

—

​

​

​

​

​

66,612

​

​

​

​

​

24,691(6)

​

​

​

​

​

354,085

​

​

​

Derek Chang

​

​

​

​

168,650

​

​

​

​

​

134,132

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

302,782

​

​

​

Brian M. Deevy

​

​

​

​

158,650

​

​

​

​

​

88,276

​

​

​

​

​

45,824

​

​

​

​

​

—

​

​

​

​

​

24,691(6)

​

​

​

​

​

317,442

​

​

​

M. Ian G. Gilchrist

​

​

​

​

148,650

​

​

​

​

​

42,517

​

​

​

​

​

91,648

​

​

​

​

​

—

​

​

​

​

​

24,691(6)

​

​

​

​

​

307,507

​

​

​

Evan D. Malone

​

​

​

​

118,650

​

​

​

​

​

42,517

​

​

​

​

​

91,648

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

252,816

​

​

​

Larry E. Romrell

​

​

​

​

158,650

​

​

​

​

​

42,517

​

​

​

​

​

91,648

​

​

​

​

​

—

​

​

​

​

​

24,691(6)

​

​

​

​

​

317,507

​

​

​

Andrea L. Wong

​

​

​

​

138,650(4)

​

​

​

​

​

88,276

​

​

​

​

​

45,824

​

​

​

​

​

65,991

​

​

​

​

​

26,426(6)

​

​

​

​

​

365,168

​

​

​

​

​

​

Robert R. Bennett

​

​

Derek Chang

​

​

Brian M. Deevy

​

​

M. Ian G. Gilchrist

​

​

Evan D. Malone

​

​

Larry E. Romrell

​

​

Andrea L. Wong

​

​

Options (#)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

FWONK

​

​

​

​

—

​

​

​

​

​

3,722

​

​

​

​

​

13,502

​

​

​

​

​

17,974

​

​

​

​

​

20,566

​

​

​

​

​

23,128

​

​

​

​

​

12,398

​

​

​

LSXMK

​

​

​

​

—

​

​

​

​

​

6,650

​

​

​

​

​

19,909

​

​

​

​

​

33,615

​

​

​

​

​

28,964

​

​

​

​

​

33,615

​

​

​

​

​

26,792

​

​

​

LLYVK

​

​

​

​

—

​

​

​

​

​

1,818

​

​

​

​

​

6,062

​

​

​

​

​

10,269

​

​

​

​

​

9,142

​

​

​

​

​

10,413

​

​

​

​

​

7,737

​

​

​

RSUs (#)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

FWONK

​

​

​

​

1,205

​

​

​

​

​

1,205

​

​

​

​

​

602

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

602

​

​

​

LSXMK

​

​

​

​

1,596

​

​

​

​

​

1,596

​

​

​

​

​

1,596

​

​

​

​

​

1,596

​

​

​

​

​

1,596

​

​

​

​

​

1,596

​

​

​

​

​

1,596

​

​

​

LLYVK

​

​

​

​

465

​

​

​

​

​

465

​

​

​

​

​

232

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

232

​

​