QVC Group Inc. (QVCAQ) Earnings Call Transcript & Summary

Thank you for attending the 2020 Annual Meeting of Stockholders of Qurate Retail. I would now like to turn the call over the Chairman of the meeting, Greg Maffei.

Good morning, and welcome to the 2020 Annual Meeting of Stockholders of Qurate Retail. I'm Greg Maffei, Chairman of the Board. I will act also as Chairman of this meeting. On behalf of the directors and senior officers of the company, I want to thank you for taking the time to attend this annual meeting. We appreciate your continued interest in Qurate Retail. At this time, I'd like to introduce the company's Corporate Secretary, Kate Jewell, who will act as secretary of this meeting and will say a few words about our 2020 Annual Meeting procedures.

Thank you, Mr. Chairman. To conduct this virtual meeting in an orderly fashion, we respectfully direct your attention to the rules of conduct for the meeting located on the virtual meeting portal. Only Qurate Retail stockholders are permitted to ask questions during the formal meeting. We thank you in advance for helping us conduct the 2020 Annual Meeting in an orderly fashion.

Thank you, Kate. We will now proceed with the formal items of business. First, the appointment of inspector of election, Chris Amrhein of American Election Services has been appointed to serve as the inspector of election. We are here today to vote upon each of the proposals described in the notice of annual meeting and proxy statement. First, the declaration of quorum and formal call to order. Has the inspector of election tabulated the number of shares here today represented via the virtual meeting portal or represented by proxy?

Mr. Chairman, based on information received from Broadridge, shares of the company's Series A common stock and Series B common stock, representing at least a majority of the aggregate voting power of such stock outstanding on the record date, are present via the virtual meeting portal or represented by proxy at today's meeting. Therefore, a quorum is present for this meeting.

Thank you, Kate. As reported, a quorum is represented here today, therefore, the annual meeting is formally called to order. Second is the availability of documents. Copies of the list of stockholders entitled to vote at the meeting and the notice of annual meeting and proxy statement relating to the annual meeting are available on the virtual meeting portal. As stated in the notice of annual meeting and proxy statement, stockholders will be -- will vote on 4 proposals, each will be described in turn. The first proposal, the election of directors proposal, is a proposal to elect Fiona Dias, Evan Malone, David Rapley and Larry Romrell to continue serving as Class I members of our Board of Directors until the 2023 Annual Meeting of Stockholders or until their earlier resignation or removal. Ms. Dias and Messrs. Malone, Rapley and Romrell have been nominated by the Board's Nominating and Corporate Governance Committee. And no other nominations were made in accordance with the company's bylaws. Their biographies can be found on Pages 9 to 11 of the proxy statement. The meeting is now open for any questions concerning the director nominees. Kate, please confirm we have not received any questions regarding the nominees.

Mr. Chairman, we have not received any questions.

Thank you. The second proposal, the auditors ratification proposal, is a proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2020. Barry Amman, a partner with KPMG LLP, is prepared to respond to appropriate auditing questions. Kate, please confirm we have not received any questions for KPMG.

Mr. Chairman, we have not received any questions for KPMG.

Great. Proposal 3, the incentive plan proposal, is a proposal to adopt the Qurate Retail, Inc. 2020 Omnibus Incentive Plan. The meeting is now open for any questions concerning the incentive plan proposal. Kate, can you please confirm we have not received any questions?

Mr. Chairman, we have not received any questions.

The fourth and final proposal is a say-on-pay proposal, proposal to approve, on an advisory basis, the compensation of our named executive officers as described in our proxy statement under the heading Executive Compensation. The meeting is now open for any questions concerning the say-on-pay proposal. Kate, please confirm we've not received any questions?

Mr. Chairman, we have not received any questions.

Thank you. The voting requirements for each of the 4 proposals are described in the proxy statement. The Board of Directors recommends that you vote for each nominee listed in proposal 1 and for each of the proposals 2, 3 and 4. The time is now 8:06 Mountain Time on May 21, 2020 and the proposals are now open for voting on each of the proposals -- excuse me, the polls are now open. If you desire to vote at this meeting can do so via the virtual meeting portal. If you have previously voted by proxy, you do not need to vote today unless you wish to change your vote. Kate, please confirm we've not received any votes?

Mr. Chairman, we have not received any votes.

The time is now 8:06 Mountain Time on May 21. And the polls are now -- for voting on each of the 4 proposals are now officially closed. Has the inspector of election tabulated the votes represented herein by proxy on each of the proposals?

Mr. Chairman, the inspector of election has completed the tabulation of votes and has certified that the requisite number of shares has been voted in favor of the election of Ms. Dias and Messrs. Malone, Rapley and Romrell and in favor of each of proposals 2, 3 and 4.

Accordingly, Ms. Dias and Messrs. Malone, Rapley and Romrell have been duly elected as Class I members of our Board of Directors and proposals 2, 3 and 4 have been approved. This concludes the scheduled business as represented in the notice of annual meeting and proxy statement. Is there any other business to properly come before this meeting? Kate, please confirm we have not received any motions for other business?

Mr. Chairman, we have not received any motions.

At this time, I would like to adjourn the annual meeting. I would like to thank you all for your attendance at this meeting and for your continued interest in our company. The 2020 Annual Meeting of Stockholders is now adjourned. Operator, you are up.

Thank you. That concludes the Qurate Retail Annual Meeting of Stockholders. Mike George, John Malone and Greg Maffei will respond to questions from stockholders during the Q&A session following the Liberty Media Annual Meeting which is scheduled to begin at 8:15 a.m. Mountain Time. Please visit www.virtualshareholdermeeting.com/lmc2020 to listen to the Q&A session.