LIBERTY MEDIA FORMULA ONE SERIES A (FWONA)
Sector: Communication
2026 Annual Meeting Analysis
LIBERTY MEDIA FORMULA ONE SERIES A · Meeting: May 11, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
ABSTAIN
Auditor
AGAINST
Director Elections
Election of Directors Proposal
Chang joined the board in March 2021 and became CEO in February 2025; the stock's 3-year return of +23.7% underperforms the XLC sector ETF by 74.6 percentage points, which falls just below the 80-percentage-point threshold required to trigger a vote against under the strong-positive ETF fallback rule, so no TSR trigger fires; he holds no outside non-Liberty public board seats and no other policy flags apply.
Malone has served since 2011; the stock's 3-year return of +23.7% trails the XLC ETF by 74.6 percentage points, which is below the 80-percentage-point ETF fallback threshold for strong-positive TSR, so the TSR trigger does not fire; he holds one non-Liberty outside public board seat (Sirius XM), well under the four-board overboarding limit, and no other policy flags apply.
Romrell has served since 2011; the 3-year TSR underperformance gap of 74.6 percentage points versus XLC falls below the 80-percentage-point threshold required to trigger a vote against for a director overseeing a strong-positive absolute return period, so no TSR trigger fires; he holds one non-Liberty outside public board seat (LGL) and serves on the audit and compensation committees as an independent director, with no other policy flags.
All three Class I nominees — Derek Chang (CEO), Evan Malone, and Larry Romrell — receive a FOR vote. The stock's 3-year return of +23.7% underperforms the XLC sector ETF (the applicable fallback benchmark, as no named peer group is disclosed) by 74.6 percentage points, which is below the 80-percentage-point trigger threshold that applies when absolute 3-year TSR is in the strong-positive (above +20%) tier. No overboarding, independence, attendance, or qualifications concerns are identified for any nominee.
Say on Pay
✗ AGAINSTCEO
Derek Chang
Total Comp
$39,339,990
Prior Support
N/A
This annual meeting does not include an advisory Say on Pay vote among its four proposals; accordingly, no vote determination can be rendered and this entry is included only to note the absence of a Say on Pay proposal on this ballot. The CEO's total compensation of approximately $39.3 million is noted for reference but cannot be acted upon through a proxy vote at this meeting.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$5,482,000
Non-Audit Fees
$3,272,000
The proxy discloses audit and audit-related fees of $5,482,000 and tax fees of $3,272,000 for 2025; dividing the non-audit (tax) fees by the audit fees produces a ratio of approximately 59.7%, which exceeds the 50% threshold in our policy and raises concerns about auditor independence; accordingly, a vote against ratification is warranted. KPMG is a Big 4 firm appropriate for Liberty Media's size, and no material restatements are disclosed, but the elevated non-audit fee ratio alone triggers the policy's No vote.
Overall Assessment
This ballot contains four proposals: director elections (all three nominees receive a FOR vote as the TSR underperformance gap of 74.6 percentage points falls just below the 80-point ETF fallback trigger for strong-positive absolute returns), auditor ratification (AGAINST due to non-audit fees representing ~60% of audit fees, exceeding the 50% independence threshold), a conversion proposal to reincorporate from Delaware to Nevada (AGAINST because the governance downgrades — broader director liability shield, corporate opportunity waiver, and thin Nevada case law — outweigh modest franchise tax savings), and a related adjournment proposal (AGAINST as it exists solely to support the conversion we oppose). No Say on Pay vote appears on this year's ballot.