LIBERTY MEDIA CORPORATION

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

~~July 8, 2016~~

April 14, 2021

Dear Stockholder:

You are cordially invited to attend the ~~2016~~2021 annual meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 8:1500 a.m., ~~local~~Mountain time, on ~~August 23, 2016,~~May 25, 2021. Due to concerns about the coronavirus, this year 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/LMC2021. 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 ~~corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, telephone (720) 852-7700.~~meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on May 25, 2021.

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 ~~card,~~materials by ~~completing, signing and returning by mail the enclosed proxy card~~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 Liberty Media.


		Very truly yours,
		~~Gregory B. Maffei~~ ~~President and Chief Executive Officer~~

Gregory B. Maffei
President and Chief Executive Officer

The Notice of Internet Availability of Proxy Materials is first being mailed on or about ~~July 13, 2016,~~April 15, 2021, and the proxy materials relating to the annual meeting will first be made available on or about the same date.

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LIBERTY MEDIA CORPORATION

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be Held on ~~August 23, 2016~~May 25, 2021

NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of Liberty Media Corporation (Liberty Media) to be held at 8:1500 a.m., ~~local~~Mountain time, on ~~August 23, 2016,~~May 25, 2021. Due to concerns about the coronavirus (COVID-19), this year 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/LMC2021. 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 ~~corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado, 80112, telephone (720) 852-7700,~~meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on May 25, 2021. At the annual meeting, you will be asked to consider and vote on the following proposals:

A proposal (which we refer to as theelection of directors proposal) to elect ~~John C. Malone, Robert R. Bennett~~Brian M. Deevy, Gregory B. Maffei and ~~M. Ian G. Gilchrist~~Andrea L. Wong to continue serving as Class ~~III~~II members of our board until the ~~2019~~2024 annual meeting of stockholders or their earlier resignation or removal; ~~and~~

A proposal (which we refer to as theauditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, ~~2016.~~2021; and

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.”

You may also be asked to consider and vote on such other business as may properly come before the annual meeting.

Holders of record of our Series A Liberty SiriusXM common stock, par value $0.01 per share, Series A Liberty Braves common stock, par value $0.01 per share, Series A Liberty ~~Media~~Formula One common stock, par value $0.01 per share, Series B Liberty SiriusXM common stock, par value $0.01 per share, Series B Liberty Braves common stock, par value $0.01 per share, and Series B Liberty ~~Media~~Formula One common stock, par value $0.01 per share, in each case, outstanding as of 5:00 p.m., New York City time, on ~~July 1, 2016,~~March 31, 2021, therecord date for the annual meeting, 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. A list of stockholders entitled to vote at the annual meeting will be available at our offices at 12300 Liberty Boulevard, Englewood, Colorado 80112 for review by our stockholders for any purpose germane to the annual meeting for at least ten days prior to the annual meeting. If you have any questions with respect to accessing this list, please contact Liberty Media Investor Relations at (877) 772-1518. The holders of record of our Series C Liberty SiriusXM common stock, par value $0.01 per share, Series C Liberty Braves common stock, par value $0.01 per share, and Series C Liberty ~~Media~~Formula One common stock, par value $0.01 per share, 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.

We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.

Our board of directors has unanimously approved each ofproposal for inclusion in the ~~election of directors proposal and the auditors ratification proposal~~proxy materials and recommends that you vote "“FOR"” the election of each director nominee, ~~and "~~“FOR"” the auditors ratification proposal and “FOR” the say-on-pay proposal.

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Votes may be cast ~~in person at~~electronically during the annual meeting via the Internet or by proxy prior to the meeting by telephone, via the Internet, or by mail.

Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held on May 25, 2021: our Notice of Annual Meeting of Stockholders, Proxy Statement, and 2020 Annual Report to Stockholders are available at www.proxyvote.com.

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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.


		~~By order of the board of directors,~~
		By order of the board of directors, Michael E. Hurelbrink Assistant Vice President and Secretary
		~~Pamela L. Coe~~ ~~Senior Vice President, Deputy General Counsel and Secretary~~

Englewood, Colorado
~~July 8, 2016~~

April 14, 2021

WHETHER OR NOT YOU ~~INTEND~~PLAN TO ~~BE PRESENT AT~~ATTEND THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN THE PROXY CARD IF YOU RECEIVED A PAPER COPY OF THE PROXY ~~CARD, PLEASE COMPLETE, SIGN AND RETURN~~MATERIALS BY ~~MAIL THE ENCLOSED PAPER PROXY CARD.~~

MAIL.

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	PROXY STATEMENT SUMMARY
	THE ANNUAL MEETING	1
	Notice and Access of Proxy Materials	1
	Electronic Delivery	1
	Time, Place and Date	21
~~Purpose~~	Purpose	2
~~Quorum~~	Quorum	2
	Who May Vote	2
	Votes Required	2
	Votes You Have	32
	Recommendation of Our Board of Directors	3
	Shares Outstanding	3
	Number of Holders	3
	Voting Procedures for Record Holders	3
	Voting Procedures for Shares Held in Street Name	43
	Revoking a Proxy	4
	Solicitation of Proxies	4
	Other Matters to Be Voted on at the Annual Meeting	4
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	5
	Security Ownership of Certain Beneficial Owners	5
	Security Ownership of Management	611
	Changes in Control	1216
	PROPOSALS OF OUR BOARD	1317
	PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL	1321
	Board of Directors	1317
	Vote and Recommendation	1822
	PROPOSAL 2—THE AUDITORS RATIFICATION PROPOSAL	1923
	Audit Fees and All Other Fees	1923
	Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor	1923
	Vote and Recommendation	2024
	PROPOSAL 3—THE SAY-ON-PAY PROPOSAL	25
	Advisory Vote	25
	Vote and Recommendation	25

MANAGEMENT AND GOVERNANCE MATTERS	2126
Executive Officers	2126
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~ Reports	2227
Code of Ethics	2227
Director Independence	2227
Board Composition	2227
Board Classification	27
Board Diversity	28
Board Leadership Structure	2228
Board Role in Risk Oversight	2328
Environmental, Social and Corporate Governance Initiatives	28
Committees of the Board of Directors	2329
Board Meetings	2733
Director Attendance at Annual Meetings	2733
Stockholder Communication with Directors	2833
Executive Sessions	2833
Hedging Disclosure	33 ~~EXECUTIVE COMPENSATION~~	29
EXECUTIVE COMPENSATION	34
Compensation Discussion and Analysis	2934
Summary Compensation Table	4346
Executive Compensation Arrangements	4548
Grants of Plan-Based Awards	5153
Outstanding Equity Awards at Fiscal Year-End	5255
Option Exercises and Stock Vested	5357

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	Nonqualified Deferred Compensation Plans					5458
	Potential Payments Upon Termination or ~~Change-in-Control~~ Change in Control					5559
	DIRECTOR COMPENSATION					6164
	Nonemployee Directors					6164
	Director Compensation Table					6366
	EQUITY COMPENSATION PLAN INFORMATION					6568
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					6669
	STOCKHOLDER PROPOSALS					6669
	ADDITIONAL INFORMATION					6669

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PROXY STATEMENT SUMMARY

~~Table of Contents~~2021 ANNUAL MEETING OF STOCKHOLDERS

WHEN 8:00 a.m., Mountain time, on May 25, 2021 WHERE The annual meeting can be accessed virtually via the Internet by visiting www.virtualshareholdermeeting.com/LMC2021 RECORD DATE 5:00 p.m., New York City time, on March 31, 2021	ITEMS OF BUSINESS 1. Election of directors proposal—To elect Brian M. Deevy, Gregory B. Maffei and Andrea L. Wong to continue serving as Class II members of our board until the 2024 annual meeting of stockholders or their earlier resignation or removal. 2. Auditors ratification proposal—To ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2021. 3. 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.” Such other business as may properly come before the annual meeting. WHO MAY VOTE Holders of shares of LSXMA, LSXMB, BATRA, BATRB, FWONA and FWONB. Holders of shares of LSXMK, FWONK, and BATRK are NOT eligible to vote at the annual meeting.
PROXY VOTING Stockholders of record on the record date are entitled to vote by proxy in the following ways:
By calling 1-800-690-6903 (toll free) in the United States or Canada	Online at www.proxyvote.com	By returning a properly completed, signed and dated proxy card

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS

Proposal	Voting Recommendation	Page Reference (for more detail)
Election of directors proposal	✓FOR EACH NOMINEE	21
Auditors ratification proposal	✓FOR	23
Say-on-pay proposal	✓FOR	25

| LIBERTY MEDIA CORPORATION
2021 PROXY STATEMENT

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LIBERTY MEDIA CORPORATION

a Delaware corporation

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

We are furnishing this proxy statement in connection with the board of ~~directors'~~directors’ solicitation of proxies for use at our ~~2016~~2021 Annual Meeting of Stockholders to be held at 8:1500 a.m., ~~local~~Mountain time, ~~at the corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112~~ on ~~August 23, 2016,~~May 25, 2021, or at any adjournment or postponement of the annual meeting. Due to concerns about COVID-19, this year 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/LMC2021. At the annual meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual Meeting of Stockholders. The proposals are described in more detail in this proxy statement. We are soliciting proxies from holders of our Series A Liberty SiriusXM common stock, par value $0.01 per share (LSXMA), Series A Liberty Braves common stock, par value $0.01 per share (BATRA), Series A Liberty ~~Media~~Formula One common stock, par value $0.01 per share (~~LMCA~~FWONA), Series B Liberty SiriusXM common stock, par value $0.01 per share (LSXMB), Series B Liberty Braves common stock, par value $0.01 per share (BATRB), and Series B Liberty ~~Media~~Formula One common stock, par value $0.01 per share (~~LMCB~~FWONB). The holders of our Series C Liberty SiriusXM common stock, par value $0.01 per share (LSXMK), Series C Liberty Braves common stock, par value $0.01 per share (BATRK), and Series C Liberty ~~Media~~Formula One common stock, par value $0.01 per share (~~LMCK~~FWONK), 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. We refer to LSXMA, LSXMB, LSXMK, BATRA, BATRB, BATRK, ~~LMCA, LMCB~~FWONA, FWONB and ~~LMCK~~FWONK together as ourcommon stock.

THE ANNUAL MEETING

Notice and Access of Proxy Materials

We have elected, in accordance with the Securities and Exchange ~~Commission's "Notice~~Commission’s “Notice and ~~Access"~~Access” rule, to deliver a Notice of Internet Availability of Proxy Materials (theNotice) to our stockholders and to post our proxy statement and our annual report to our stockholders (collectively, theproxy materials) electronically. The Notice is first being mailed to our stockholders on or about ~~July 13, 2016.~~April 15, 2021. The proxy materials will first be made available to our stockholders on or about the same date.

The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the ~~Internet or by telephone.~~Internet. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.

Electronic Delivery

Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go to~~www.computershare.com/investor~~www.proxyvote.com. Stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by Internet atwww.proxyvote.com, by following the prompts. Also, stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, ~~Computershare,~~Broadridge, at ~~866-367-6355~~(888) 789-8415 (outside the

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United States ~~1-781-575-3400)~~(303) 562-9273). Stockholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.

Time, Place and Date

The annual meeting of stockholders is to be held at 8:1500 a.m., ~~local~~Mountain time, on ~~August 23, 2016,~~May 25, 2021. Due to concerns about COVID-19, this year 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

LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 1

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via the Internet by visiting www.virtualshareholdermeeting.com/LMC2021. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice or proxy card. We recommend logging in at least fifteen minutes before the ~~corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, telephone (720) 852-7700.~~

meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on May 25, 2021.

Purpose

~~Purpose~~

At the annual meeting, you will be asked to consider and vote on each of the following:

•

the election of directors proposal, to elect ~~John C. Malone, Robert R. Bennett~~Brian M. Deevy, Gregory B. Maffei and ~~M. Ian G. Gilchrist~~Andrea L. Wong to continue serving as Class ~~III~~II members of our board until the ~~2019~~2024 annual meeting of stockholders or their earlier resignation or removal; ~~and~~

•

the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, ~~2016.~~

2021; and

•

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.”

You may also be asked to consider and vote on such other business as may properly come before the annual meeting, although we are not aware at this time of any other business that might come before the annual meeting.

Quorum

~~Quorum~~

In order to conduct the business of the annual meeting, a quorum must be present. This means that the holders of at least a majority of the aggregate voting power represented by the shares of our common stock outstanding on the record date and entitled to vote at the annual meeting must be represented at the annual meeting either in person or by proxy. Virtual attendance at the annual meeting also constitutes presence in person for purposes of quorum at the meeting. For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on a particular proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares (broker non-votes) will nevertheless be treated as present for purposes of determining the presence of a quorum. See "—“—Voting Procedures for Shares Held in Street Name—Effect of Broker ~~Non-Votes"~~Non-Votes” below.

Who May Vote

Holders of shares of LSXMA, LSXMB, BATRA, BATRB, ~~LMCA~~FWONA and ~~LMCB,~~FWONB, as recorded in our stock register as of 5:00 p.m., New York City time, on ~~July 1, 2016~~March 31, 2021 (such date and time, therecord date for the annual meeting), will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof.

Votes Required

Each director nominee who receives a plurality of the combined voting power of the outstanding shares of our common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting, voting together as a single class, will be elected to ~~the~~ office.

Approval of each of the auditors ratification proposal and the say-on-pay proposal requires the affirmative vote of ~~the holders of~~ a majority of the ~~aggregate~~combined voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.

~~Table~~Virtual attendance at the annual meeting also constitutes presence in person for purposes of ~~Contents~~each required vote.

Votes You Have

At the annual meeting, holders of shares of LSXMA, BATRA and ~~LMCA~~FWONA will have one vote per share, and holders of shares of LSXMB, BATRB and ~~LMCB~~FWONB will have ten votes per share, in each case, that our records show are owned as of the record date. Holders of LSXMK, BATRK and ~~LMCK~~FWONK will not be eligible to vote at the annual meeting.

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TABLE OF CONTENTS ~~Recommendation of Our Board of Directors~~

~~Our board of directors has unanimously approved each of the election of directors proposal and the auditors ratification proposal and recommends that you vote "FOR" the election of each director nominee and "FOR" the auditors ratification proposal.~~

THE ANNUAL MEETING

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 auditors ratification proposal and the say-on-pay proposal.

Shares Outstanding

As of the record date, ~~an aggregate of 102,319,578~~98,816,785 shares of LSXMA, ~~9,870,956~~9,802,232 shares of LSXMB, ~~10,229,806~~10,312,954 shares of BATRA, ~~986,828~~981,494 shares of BATRB, ~~25,570,751~~25,836,549 shares of ~~LMCA~~FWONA and ~~2,466,821~~2,445,895 shares of ~~LMCB~~FWONB were issued and outstanding and entitled to vote at the annual meeting.

Number of Holders

There were, as of the record date, ~~1,276~~1,019 and 8656 record holders of LSXMA and LSXMB, respectively, ~~804~~1,995 and 5234 record holders of BATRA and BATRB, respectively, and ~~892~~708 and 7152 record holders of ~~LMCA~~FWONA and ~~LMCB,~~FWONB, respectively (which amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).

Voting Procedures for Record Holders

Holders of record of LSXMA, LSXMB, BATRA, BATRB, ~~LMCA~~FWONA and ~~LMCB~~FWONB as of the record date may vote ~~in person~~via the Internet at the annual meeting or prior to the annual meeting by telephone or through the Internet. Alternatively, if they received a paper copy of the proxy ~~card,~~materials by mail, they may give a proxy by completing, signing, dating and returning the proxy card by mail.

Holders of record may vote their shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LMC2021. To enter the annual meeting, holders will need the 16-digit control number that is printed on their Notice or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that they are logged in when the meeting starts. Online check-in will start shortly before the meeting on May 25, 2021.

Instructions for voting prior to the annual meeting by using ~~the telephone or~~ the Internet are printed on the Notice or the proxy voting instructions attached to the proxy card. In order to vote prior to the annual meeting through the Internet, holders should have their Notices or proxy cards available so they can input the required information from the Notice or ~~the~~ proxy card, and log onto the Internet website address shown on the Notice or proxy card. When holders log onto the Internet website address, they will receive instructions on how to vote their shares. The ~~telephone and~~ Internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting stockholder separately. Unless subsequently revoked, shares of our common stock represented by a proxy submitted as described herein and received at or before the annual meeting will be voted in accordance with the instructions on the proxy.

YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the annual meeting. You may change your vote at the annual meeting.

If you submit a properly executed proxy without indicating any voting instructions as to a proposal enumerated in the Notice of Annual Meeting of Stockholders, the shares represented by the proxy will be voted "“FOR"” the election of each director nominee and "“FOR"” each of the auditors ratification proposal and the say-on-pay proposal.

If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no effect on the election of directors proposal and will have the same effect as a vote "“AGAINST"” each of the ~~auditors ratification proposal.~~other proposals.

If you do not submit a proxy or you do not vote ~~in person~~ at the annual meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure

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to vote will have no effect on determining whether any of the proposals are approved (if a quorum is present).

Voting Procedures for Shares Held in Street Name

~~General.~~General

If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your shares or to grant or revoke a proxy. The rules and regulations

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of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other nominees from voting shares on behalf of their clients without specific instructions from their clients with respect to numerous matters, including, in our case, the election of directors proposal and the say-on-pay proposal. Accordingly, to ensure your shares held in street name are voted on these matters, we encourage you to provide promptly specific voting instructions to your broker, bank or other nominee.

Effect of Broker ~~Non-Votes.~~Non-Votes

Broker non-votes are counted as shares of our common stock present and entitled to vote for purposes of determining a quorum but will have no effect on any of the proposals. You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of LSXMA, BATRA, ~~LMCA,~~FWONA, LSXMB, BATRB or ~~LMCB~~FWONB or how to change your vote or revoke your proxy.

Revoking a Proxy

If you submitted a proxy prior to the start of the annual meeting, you may change your vote by attending the annual meeting online and voting ~~in person~~via the Internet at the annual meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to ~~Liberty Media Corporation,~~Vote Processing, c/o ~~Computershare Trust Company, N.A., P.O. Box 43102, Providence, Rhode Island 02940.~~Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Any signed proxy revocation or later-dated proxy must be received before the start of the annual meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than ~~2:00 a.m.~~11:59 p.m., New York City time, on ~~August 23, 2016.~~

May 24, 2021 for shares held directly.

Your attendance at the annual meeting will not, by itself, revoke a prior vote or proxy from you.

If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.

Solicitation of Proxies

We are soliciting proxies by means of our proxy ~~statement and our annual report (together, theproxy~~ materials) on behalf of our board of directors. In addition to this mailing, our employees may solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their expenses in sending the Notice and, if requested, paper proxy materials to you and getting your voting instructions.

If you have any further questions about voting or attending the annual meeting, please contact Liberty Media Investor Relations at (877) ~~772-1518.~~

772-1518 or Broadridge at (888) 789-8415 (outside the United States (303) 562-9273).

Other Matters to Be Voted on at the Annual Meeting

Our board of directors is not currently aware of any business to be acted on at the annual meeting other than that which is described in the Notice of Annual Meeting of Stockholders and this proxy statement. If, however, other matters are properly brought to a vote at the annual meeting, the persons designated as proxies will have discretion to vote or to act on these matters according to their best judgment. In the event there is a proposal to adjourn or postpone the annual meeting, the persons designated as proxies will have discretion to vote on that proposal.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information concerning shares of our common stock beneficially owned by each person or entity known by us to own more than five percent of the outstanding shares of each series of our ~~common~~voting stock. All of such information is based on publicly available filings, unless otherwise known to us from other sources.

~~On April 15, 2016, we completed a reclassification and exchange of our then-existing common stock into three new tracking stocks designated~~Unless otherwise indicated, the ~~Liberty SiriusXM common stock, the Liberty Braves common stock and the Liberty Media common stock (thereclassification~~). In the reclassification, each outstanding share of our then-existing common stock was reclassified and exchanged for (i) 1 share of the corresponding series of Liberty SiriusXM common stock, (ii) 0.10 of a share of the corresponding series of Liberty Braves common stock and (iii) 0.25 of a share of the corresponding series of Liberty Media common stock (together, the~~reclassification ratios~~) on April 15, 2016. Therefore, for purposes of the following presentation, we have applied the reclassification ratios to the publicly disclosed beneficial ownership information of the beneficial owners other than Mr. Malone and reported all information (including Mr. Malone's) on a post-reclassification basis.

~~In addition, on May 18, 2016, we distributed subscription rights (Series C Liberty Braves Rights) to holders of our Liberty Braves common stock to purchase shares of BATRK at a subscription price of $12.80 (therights offering~~). The rights offering commenced on May 19, 2016 and expired at 5:00 p.m., New York City time, on June 16, 2016. For purposes of the following presentation, we have not given effect to the distribution or exercise of any Series C Liberty Braves Rights.

~~The~~ security ownership information is given as of ~~April 30, 2016~~February 28, 2021 and, in the case of percentage ownership information, is based upon (1) ~~102,276,938~~99,150,661 LSXMA shares, (2) ~~9,870,966~~9,802,232 LSXMB shares, (3) ~~222,735,331~~228,405,226 LSXMK shares, (4) ~~10,227,693~~10,312,954 BATRA shares, (5) ~~987,096~~981,494 BATRB shares, (6) ~~22,283,533~~40,958,175 BATRK shares, (7) ~~25,569,429 LMCA~~25,836,549 FWONA shares, (8) ~~2,467,741 LMCB~~2,445,895 FWONB shares and

~~Table of Contents~~

(9) ~~55,684,235 LMCK~~203,538,477 FWONK shares, in each case, outstanding on ~~that date.~~February 28, 2021. The percentage voting power is presented on an aggregate basis for all LSXMA, LSXMB, BATRA, BATRB, ~~LMCA~~FWONA and ~~LMCB~~FWONB shares.

Name and Address of Beneficial Owner	Title of Series	Amount and Nature of Beneficial Ownership		Percent of Series (%)		Voting Power (%)
John C. Malone c/o Liberty Media Corporation 12300 Liberty Boulevard Englewood, CO 80112	LSXMA		1,135,428(1)		1.2		48.3
	LSXMB		9,455,341(1)		96.5
	LSXMK		16,391,836(1)		7.2
	BATRA		114,271(1)		1.1
	BATRB		945,532(1)		96.3
	BATRK		2,873,705(1)		7.0
	FWONA		285,530(1)		1.1
	FWONB		2,363,834(1)		96.6
	FWONK		4,402,774(1)		2.2
Berkshire Hathaway, Inc. 3555 Farnam Street Omaha, NE 68131	LSXMA		14,860,360(2)		15.0		5.6
	LSXMB		—		—
	LSXMK		43,208,291(2)		18.9
	BATRA		—		—
	BATRB		—		—
	BATRK		—		—
	FWONA		—		—
	FWONB		—		—
	FWONK		—		—
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	LSXMA		7,040,882(3)		7.1		3.0
	LSXMB		—		—
	LSXMK		11,867,418(3)		5.2
	BATRA		714,502(3)		6.9
	BATRB		—		—
	BATRK		2,552,465(3)		6.2
	FWONA		983,801(3)		3.8
	FWONB		—		—
	FWONK		14,707,442(3)		7.2

Name and Address of Beneficial Owner
Title of
Class Amount and
Nature of
Beneficial
Ownership Percent of
Class
(%) Voting
Power
(%)
John C. Malone
LSXMA 1,202,487 (1) 1.2 47.6
c/o Liberty Media Corporation
LSXMB 9,455,341 (1) 95.8
12300 Liberty Boulevard
LSXMK 18,840,628 (1) 8.5
Englewood, CO 80112
BATRA 120,246 (1) 1.2
BATRB 945,532 (1) 95.8
BATRK 1,884,062 (1) 8.5
LMCA 300,619 (1) 1.2
LMCB 2,363,837 (1) 95.8
LMCK 4,710,156 (1) 8.5
Berkshire Hathaway

LSXMA

10,000,000
(2)
9.8
5.0
3555 Farnam Street
LSXMB — —
Omaha, NE 68131
LSXMK 20,000,000 (2) 9.0
BATRA 1,000,000 (2) 9.8
BATRB — —
BATRK 2,000,000 (2) 9.0
LMCA 2,500,000 (2) 9.8
LMCB — —
LMCK 5,000,000 (2) 9.0
LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 5

TABLE OF CONTENTS Name and Address of Beneficial Owner Title of Series Amount and Nature of Beneficial Ownership Percent of Series (%) Voting Power (%) The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 LSXMA 7,497,403(4) 7.6 * LSXMB — — LSXMK 14,435,257(4) 6.3 BATRA 501,187(5) 4.9 BATRB — — BATRK 1,955,877(4) 4.8 FWONA 2,656,962(4) 10.3 FWONB — — FWONK 16,821,724(4) 8.3 GAMCO Investors, Inc. One Corporate Center Rye, NY 10580 LSXMA 631,140(6) * 1.1 LSXMB — — LSXMK 518,711(6) * BATRA 2,229,239(7) 21.6 BATRB — — BATRK 1,287,468(6) 3.1 FWONA 75,110(6) * FWONB — — FWONK 107,868(6) * Ancient Art, L.P. 500 West 5th Street Suite 1110 Austin, TX 78701 LSXMA — — * LSXMB — — LSXMK — — BATRA — — BATRB — — BATRK — — FWONA 2,416,895(8) 9.4 FWONB — — FWONK — — UBS AG Group Bahnhofstrasse 45 Zurich, Switzerland LSXMA 313,270(9) * * LSXMB — — LSXMK 540,323(9) * BATRA 1,509,892(9) 14.6 BATRB — — BATRK 30,340(9) * FWONA 10,268(9) * FWONB — — FWONK 873,580(9) * 6 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Name and Address of Beneficial Owner	Title of Series	Amount and Nature of Beneficial Ownership		Percent of Series (%)		Voting Power (%)
State of Wisconsin Investment Board 121 East Wilson Street Madison, WI 53703	LSXMA		358,480(10)		*		*
	LSXMB		—		—
	LSXMK		588,633(10)		*
	BATRA		—		—
	BATRB		—		—
	BATRK		187,906(10)		*
	FWONA		1,554,254(10)		6.0
	FWONB		—		—
	FWONK		374,888(10)		*
Norges Bank Bankplassen 2 PO Box 1179 Sentrum NO 0107 Oslo Norway	LSXMA		701,049(11)		*		*
	LSXMB		—		—
	LSXMK		2,210,888(11)		1.0
	BATRA		140,764(11)		1.4
	BATRB		—		—
	BATRK		369,742(11)		*
	FWONA		1,432,027(11)		5.5
	FWONB		—		—
	FWONK		2,801,608(11)		1.4

Less than one percent

(1)

Information with respect to shares of our common stock beneficially owned by Mr. Malone, our Chairman of the Board, is also set forth in "—“— Security Ownership of Management."”

(2)

~~(2)~~

Based on Form 13F, ~~dated May~~filed February 16, ~~2016, jointly filed~~2021, by Berkshire Hathaway, Inc. (Berkshire Hathaway), with respect to itself and certain related institutional investment managers, including Warren E. Buffett (WBMr. Buffett), GEICO ~~Corporation~~Corp. (GEICO), National Fire & Marine Insurance ~~Company~~Co. (~~NF&MIC~~National Fire) and National Indemnity Co (National Indemnity), which Form 13F reports sole voting power, shared voting power, sole investment discretion, and shared investment discretion for shares of LSXMA and LSXMK as follows:

	Title of Series		Sole Voting Power		Shared Voting Power		Sole Investment Discretion		Shared Investment Discretion
Berkshire Hathaway and Mr. Buffett		LSXMA		4,308,117		—		—		4,308,117
Berkshire Hathaway and Mr. Buffett		LSXMK		14,778,322		—		—		14,778,322
Berkshire Hathaway, Mr. Buffett and National Fire		LSXMA		933,391		—		—		933,391
Berkshire Hathaway, Mr. Buffett and National Fire		LSXMK		650,480		—		—		650,480
Berkshire Hathaway, Mr. Buffett and National Indemnity		LSXMA		1,827,072		—		—		1,827,072
Berkshire Hathaway, Mr. Buffett and National Indemnity		LSXMK		5,749,156		—		—		5,749,156
Berkshire Hathaway, Mr. Buffett, GEICO and National Indemnity		LSXMA		7,791,780		—		—		7,791,780
		LSXMK		22,030,333		—		—		22,030,333

LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 7

TABLE OF CONTENTS

(3)

Based on (i) Schedule 13G, filed February 5, 2021, by BlackRock, Inc. (BlackRock), a parent holding company, with respect to its ownership of shares of LSXMK, (ii) Amendment No. 1 to Schedule 13G, filed January 29, 2021, by BlackRock, with respect to its ownership of shares of FWONK, (iii) three separate filings, each an Amendment No. 4 to Schedule 13G filed January 29, 2021 by BlackRock, with respect to its ownership of shares of LSXMA, BATRA and BATRK, and (iii) Form 13F, filed February 5, 2021, by BlackRock with respect to its ownership of shares of FWONA, Blackrock has sole voting power, shared voting power, sole dispositive power/investment discretion, and shared dispositive power/investment discretion over these shares as provided in the following table. All shares covered by such filings are held by BlackRock and/or its subsidiaries.

Title of Series	Sole Voting Power		Shared Voting Power		Sole Dispositive Power/ Investment Discretion		Shared Dispositive Power / Investment Discretion
LSXMA		6,523,356		—		7,040,882		—
LSXMK		10,833,139		—		11,867,418		—
BATRA		697,085		—		714,502		—
BATRK		2,507,439		—		2,552,465		—
FWONA		916,952		—		983,801		—
FWONK		13,727,518		—		14,707,442		—

(4)

Based on (i) three separate filings with respect to LSXMA, LSXMK, and FWONK, each an Amendment No. 4 to Schedule 13G filed February 10, 2021 by The Vanguard Group (Vanguard), (ii) with respect to FWONA, Amendment No. 4 to Schedule 13G filed January 8, 2021 by Vanguard, and (iii) with respect to BATRK, Amendment No. 1 to Schedule 13G filed February 10, 2021 by Vanguard, which state that Vanguard, with respect to its ownership of shares of each of LSXMA, LSXMK, BATRK, FWONA and FWONK, has sole voting power, shared voting power, sole dispositive power, and shared dispositive power over these shares as follows:

Title of Series	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
LSXMA		—		86,796		7,269,231		228,172
LSXMK		—		173,363		14,047,278		387,979
BATRK		—		57,639		1,872,668		83,209
FWONA		—		11,479		2,629,938		27,024
FWONK		—		172,429		16,496,037		325,687

(5)

Based on Form 13F, filed February 12, 2021, by Vanguard, with respect to itself and certain related institutional investment managers, including Vanguard Fiduciary Trust Co (Trust Co), Vanguard Investments Australia, Ltd. (Australia) and Vanguard Global Advisors, LLC (Global), which Form 13F reports sole voting power, shared voting power, sole investment discretion, and shared investment discretion for shares of BATRA as follows:

	Title of Series		Sole Voting Power		Shared Voting Power		Sole Investment Discretion		Shared Investment Discretion
Vanguard		BATRA		—		221		470,377		—
Vanguard and Trust Co		BATRA		—		15,263		—		15,263
Vanguard and Australia		BATRA		—		6,516		—		6,516
Vanguard and Global		BATRA		—		—		—		9,031

(6)

Based on Form 13F, filed February 5, 2021, by GAMCO Investors, Inc. (GBL), which reports that GBL has sole investment discretion over 631,140 LSXMA shares and sole voting power over 598,983 LSXMA shares, sole investment discretion over 518,711 LSXMK shares and sole voting power over 509,369 LSXMK shares, sole investment discretion over 1,287,468 BATRK shares and sole voting power over 1,141,541 BATRK shares, sole investment discretion over 75,110 FWONA shares and sole voting power over 70,355 FWONA shares, and sole investment discretion over 107,868 FWONK shares and sole voting power over 100,916 FWONK shares.

(7)

Based on Amendment No. 15 to Schedule 13D, filed on October 23, 2020, jointly by Gabelli Funds, LLC (Gabelli Funds), GAMCO Asset Management Inc. (GAMCO), MJG Associates, Inc. (MJG), Gabelli & Company Investment Advisers, Inc. (GCIA), GGCP, Inc. (GGCP), GBL, Associated Capital Group, Inc. (AC), Gabelli Foundation, Inc. (Foundation) and Mario J. Gabelli (Mr. Gabelli) with respect to BATRA shares. Mr. Gabelli is deemed to have beneficial ownership of the shares owned beneficially by each of such persons. AC, GBL and GGCP are deemed to have beneficial ownership of the shares owned beneficially by each of such persons other than Mr. Gabelli and the Foundation.

8 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

These entities have reported sole voting power, shared voting power, sole dispositive power and shared dispositive power over these shares as follows:

	Title of Series		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power
Gabelli Funds		BATRA		372,224		—		372,224		—
GAMCO		BATRA		1,654,898		—		1,740,105		—
MJG		BATRA		8,500		—		8,500		—
GCIA		BATRA		7,000		—		7,000		—
Mario J. Gabelli		BATRA		50,000		—		50,000		—
AC		BATRA		410		—		410		—
GGCP		BATRA		30,000		—		30,000		—
Foundation		BATRA		21,000		—		21,000		—

(8)

Based on Amendment No. 2 to Schedule 13G, filed February 16, 2021, by Ancient Art, L.P. (Ancient), Trango II, L.L.C. (Trango) and Quincy J. Lee, which states that each of Ancient, Trango and Mr. Lee has shared voting power and shared dispositive power over 2,416,895 FWONA shares.

(9)

Based on (i) Amendment No. 1 to Schedule 13G, filed February 12, 2021, by UBS Group AG (UBS Group), a parent holding company, on behalf of UBS Asset Management (Americas) Inc. (UBS Americas) which states that, with respect to BATRA shares held by UBS Americas and its subsidiaries and affiliates, UBS Americas has sole voting power over 1,441,174 shares and shared dispositive power over 1,509,892 shares, and (ii) Amendment No. 1 to Form 13F, filed March 1, 2021, by UBS Americas, with respect to itself and certain related institutional investment managers, including UBS Group, UBS Asset Management Trust Company (~~NIC~~UBS AM Trust), UBS AG/UBS Asset Management (UBS AG), UBS Asset Management (UK) Ltd (UBS UK), and ~~after applying the reclassification ratios, such entities have~~UBS Asset Management Life Ltd. (UBS Life), which Form 13F reports sole voting power, shared voting power, sole investment discretion, and shared investment discretion as follows:

	Title of Series		Sole Voting Power		Shared Voting Power		Sole Investment Discretion		Shared Investment Discretion
UBS Americas		LSXMA		34,707		—		29,602		18,099
		LSXMK		66,798		—		46,655		36,427
		BATRK		—		—		—		—
		FWONA		—		—		—		10,268
		FWONK		58,793		—		373,722		22,017
UBS Americas and UBS Group		LSXMA		—		—		—		38,208
		LSXMK		—		—		—		80,496
		BATRK		—		—		—		—
		FWONA		—		—		—		—
		FWONK		—		—		—		94,829
UBS Americas and UBS AM Trust		LSXMA		29,056		—		—		29,056
		LSXMK		17,183		—		—		17,183
		BATRK		—		—		—		—
		FWONA		—		—		—		—
		FWONK		24,366		—		—		24,366
UBS Americas and UBS AG		LSXMA		76,052		—		141,144		308
		LSXMK		122,194		—		257,476		478
		BATRK		1,546		—		21,241
		FWONA		—		—		—		—
		FWONK		138,416		—		294,072		812
UBS Americas and UBS UK		LSXMA		27,644		1,780		1,446		47,114
		LSXMK		39,203		1,548		2,912		88,289
		BATRK		6,999		—		362		8,737
		FWONA		—		—		—		—
		FWONK		6,119		3,276		2,560		61,202

LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 9

TABLE OF CONTENTS

	Title of Series		Sole Voting Power		Shared Voting Power		Sole Investment Discretion		Shared Investment Discretion
UBS Americas and UBS Life		LSXMA		8,293		—		—		8,293
		LSXMK		10,407		—		—		10,407
		BATRK		—		—		—		—
		FWONA		—		—		—		—
		FWONK		—		—		—		—

(10)

Based on (i) Schedule 13G, filed February 5, 2021, by State of Wisconsin Investment Board (SOW) with respect to FWONA, which states that SOW has sole voting power and sole dispositive power over 1,554,254 shares, and (ii) Form 13F, filed February 3, 2021, by SOW, which states that SOW, with respect to its ownership of shares of each of LSXMA, LSXMK, BATRK and FWONK, has sole voting power, shared voting power, sole investment discretion, and shared investment discretion as follows:

Title of Series	Sole Voting Power		Shared Voting Power		Sole Investment Discretion		Shared Investment Discretion
LSXMA		358,480		—		358,480		—
LSXMK		588,633		—		588,633		—
BATRK		187,906		—		187,906		—
FWONK		374,888		—		374,888		—

(11)

Based on (i) Schedule 13G, filed January 29, 2021, by Norges Bank (Norges), with respect to FWONA, which states that Norges has sole voting power over 1,428,575 shares, sole dispositive power over 1,428,575 shares and shared dispositive power over 3,452 shares, and (ii) Form 13F, filed March 2, 2021, by Norges, which states that Norges, with respect to its ownership of shares of each of LSXMA, LSXMK, BATRK and FWONK, has sole voting power, shared voting power, sole investment discretion, and shared investment discretion as follows:

Title of Series	Sole Voting Power		Shared Voting Power		Sole Investment Discretion		Shared Investment Discretion
LSXMA		701,049		—		701,049		—
LSXMK		2,210,888		—		2,210,888		—
BATRA		140,764		—		140,764		—
BATRK		369,742		—		369,742		—
FWONK		2,801,608		—		2,801,608		—

10 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

LSXMA LSXMK BATRA BATRK LMCA LMCK
WB
1,965,000 3,135,000 196,500 313,500 491,250 783,750
WB, GEICO and NIC
6,980,980 16,145,817 698,098 1,614,581 1,745,245 4,036,454
WB and NF&MIC
933,391 508,654 93,339 50,865 233,347 127,163
WB and NIC
120,629 210,529 12,062 21,052 30,157 52,632

Security Ownership of Management

The following table sets forth information with respect to the ownership by each of our directors and named executive officers (as defined herein) and by all of our directors and executive officers as a group of shares of (1) each series of our common stock (LSXMA, LSXMB, LSXMK, BATRA, BATRB, BATRK, ~~LMCA, LMCB~~FWONA, FWONB and ~~LMCK) and~~FWONK), (2) the ~~Common Stock,~~common stock, par value $0.001 per share (SIRI), of Sirius XM Holdings Inc. (Sirius XM), in which we hold a controlling interest and (3) the Series A common stock, par value, $0.0001 per share (LMACA), of Liberty Media Acquisition Corporation (LMAC), in which we hold a controlling interest. The security ownership information with respect to our common stock is given as of ~~April 30, 2016~~February 28, 2021 and, in the case of percentage ownership information, is based upon (1) ~~102,276,938~~99,150,661 LSXMA shares, (2) ~~9,870,966~~9,802,232 LSXMB shares, (3) ~~222,735,331~~228,405,226 LSXMK shares, (4) ~~10,227,693~~10,312,954 BATRA shares, (5) ~~987,096~~981,494 BATRB shares, (6) ~~22,283,533~~40,958,175 BATRK shares, (7) ~~25,569,429 LMCA~~25,836,549 FWONA shares, (8) ~~2,467,741 LMCB~~2,445,895 FWONB shares and (9) ~~55,684,235 LMCK~~203,538,477 FWONK shares, in each case, outstanding on that date. ~~For purposes of the following presentation, we have not given effect to the distribution or exercise of any Series C Liberty Braves Rights.~~ The security ownership information with respect to SIRI is given as of ~~April 30, 2016,~~February 28, 2021 and, in the case of percentage ownership information, is based on ~~4,958,140,535~~4,139,978,947 SIRI shares outstanding on

~~Table~~ January 29, 2021. The security ownership information with respect to LMACA is given as of ~~Contents~~

~~April~~February 28, 2021, and, in the case of percentage ownership information, is based on 57,500,000 LMACA shares outstanding on January 26, ~~2016.~~2021. The percentage voting power with respect to our company is presented in the table below on an aggregate basis for all LSXMA, LSXMB, BATRA, BATRB, ~~LMCA~~FWONA and ~~LMCB~~FWONB shares.

~~Shares~~ The percentage voting power with respect to LMAC refers to the power to approve LMAC’s initial business combination or on any other matter submitted to a vote of ~~restricted~~LMAC’s stockholders prior to its initial business combination and is based on 57,500,000 LMACA shares and 14,375,000 shares of LMAC’s Series F common stock, ~~that~~par value, $0.0001 per share, outstanding on January 26, 2021. Prior to the completion of LMAC’s initial business combination, holders of LMACA shares do not have ~~been granted pursuant~~the right to ~~our incentive plans are included in the outstanding share numbers, for purposes of the table below and throughout this report.~~ elect LMAC directors.

Shares of common stock issuable upon exercise or conversion of options, warrants and convertible securities that were exercisable or convertible on or within 60 days after ~~April 30, 2016~~February 28, 2021 are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of that person and for the aggregate percentage owned by the directors and named executive officers as a group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other individual person. For purposes of the following presentation, beneficial ownership of shares of LSXMB, BATRB or ~~LMCB,~~FWONB, though convertible on a one-for-one basis into shares of LSXMA, BATRA or ~~LMCA,~~FWONA, respectively, are reported as beneficial ownership of LSXMB, BATRB or ~~LMCB~~FWONB only, and not as beneficial ownership of LSXMA, BATRA or ~~LMCA,~~FWONA, respectively. So far as is known to us, the persons indicated below have sole voting and dispositive power with respect to the shares indicated as owned by them, except as otherwise stated in the notes to the table.

The number of shares indicated as owned by the persons in the table includes interests in shares held by the Liberty Media 401(k) Savings Plan as of ~~April 30, 2016.~~February 28, 2021. The shares held by the trustee of the Liberty Media 401(k) Savings Plan for the benefit of these persons are voted as directed by such persons.

Name	Title of Series	Amount and Nature of Beneficial Ownership (In thousands)		Percent of Series (%)		Voting Power (%)
John C. Malone Chairman of the Board and Director	LSXMA		1,135(1)(2)(3)		1.2		48.3
	LSXMB		9,455(1)(4)(5)		96.5
	LSXMK		16,392(1)(2)(3)(4)(5)(6)		7.2
	BATRA		114(1)(2)(3)		1.1
	BATRB		946(1)(4)(5)		96.3
	BATRK		2,874(1)(2)(3)(5)(6)		7.0
	FWONA		286(1)(2)(3)		1.1
	FWONB		2,364(1)(4)(5)		96.6
	FWONK		4,403(1)(3)(5)(6)		2.2
	SIRI		267(3)		*		*
	LMACA		—		—		—

Name
Title of
Series Amount and
Nature of
Beneficial
Ownership Percent
of Series
(%) Voting
Power
(%)

(In thousands)

John C. Malone
LSXMA 1,202 (1)(2)(3) 1.2 47.6
Chairman of the Board
LSXMB 9,455 (1)(2)(4) 95.8
and Director
LSXMK 18,841 (1)(3)(4)(5) 8.5
BATRA 120 (1)(2)(3) 1.2
BATRB 946 (1)(2)(4) 95.8
BATRK 1,884 (1)(3)(4)(5) 8.5
LMCA 301 (1)(2)(3)(4)(6) 1.2
LMCB 2,364 (1)(2)(4) 95.8
LMCK 4,710 (1)(3)(4)(5)(6) 8.5
SIRI 267 (6) * *
Gregory B. Maffei

LSXMA

3,030
(7)(8)
2.9
1.5
President, Chief Executive
LSXMB — —
Officer and Director
LSXMK 6,580 (5)(7)(8) 2.9
BATRA 303 (7)(8) 2.9
BATRB — —
BATRK 657 (5)(7)(8) 2.9
LMCA 757 (7)(8)(9) 2.9
LMCB — —
LMCK 1,642 (5)(7)(8)(9) 2.9
SIRI 99 (10) * *

LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 11

~~Table of Contents~~

Name
Title of
Series Amount and
Nature of
Beneficial
Ownership Percent
of Series
(%) Voting
Power
(%)

(In thousands)

Robert R. Bennett

LSXMA
760 (11) * *
Director
LSXMB — —
LSXMK 1,526 (11)(12) *
BATRA 76 (11) *
BATRB — —
BATRK 153 (11)(12) *
LMCA 190 (11) *
LMCB — —
LMCK 382 (11)(12) *
SIRI — — —
Brian M. Deevy

LSXMA

10
(13)
*
*
Director
LSXMB — —
LSXMK 3 (12)(13) *
BATRA 1 (13) *
BATRB — —
BATRK ** (12)(13) *
LMCA 3 (13) *
LMCB — —
LMCK ** (12)(13) *
SIRI — — —
M. Ian G. Gilchrist

LSXMA

2
(7)
*
*
Director
LSXMB — —
LSXMK 3 (12) *
BATRA ** (7) *
BATRB — —
BATRK ** (12) *
LMCA ** (7) *
LMCB — —
LMCK ** (12) *
SIRI — — —
Evan D. Malone

LSXMA

12
(7)
*
*
Director
LSXMB — —
LSXMK 26 (7)(12) *
BATRA 1 (7) *
BATRB — —
BATRK 3 (7)(12) *
LMCA 3 (7) *
LMCB — —
LMCK 7 (7)(12) *
SIRI 99 (10) * *

~~Table of Contents~~

Name
Title of
Series Amount and
Nature of
Beneficial
Ownership Percent
of Series
(%) Voting
Power
(%)

(In thousands)

David E. Rapley

LSXMA
4 * *
Director
LSXMB — —
LSXMK 12 (12) *
BATRA ** *
BATRB — —
BATRK 1 (12) *
LMCA 1 *
LMCB — —
LMCK 3 (12) *
SIRI — — —
Larry E. Romrell

LSXMA

21
(7)
*
*
Director
LSXMB ** *
LSXMK 44 (7)(12) *
BATRA 2 (7) *
BATRB ** *
BATRK 4 (7)(12) *
LMCA 5 (7) *
LMCB ** *
LMCK 11 (7)(12) *
SIRI — — —
Andrea L. Wong

LSXMA

4
*
*
Director
LSXMB — —
LSXMK 13 (12) *
BATRA ** *
BATRB — —
BATRK 1 (12) *
LMCA ** *
LMCB — —
LMCK 3 (12) *
SIRI — — —
Richard N. Baer

LSXMA

10
(12)
*
*
Chief Legal Officer
LSXMB — —
LSXMK 19 (12) *
BATRA ** (12) *
BATRB — —
BATRK 2 (12) *
LMCA 2 *
LMCB — —
LMCK 5 (12) *
SIRI — — —

~~Table of Contents~~

Name
Title of
Series Amount and
Nature of
Beneficial
Ownership Percent
of Series
(%) Voting
Power
(%)

(In thousands)

Albert E. Rosenthaler

LSXMA
100 (7) * *
Chief Tax Officer
LSXMB — —
LSXMK 247 (5)(7) *
BATRA 10 (7) *
BATRB — —
BATRK 25 (5)(7) *
LMCA 25 (7) *
LMCB — —
LMCK 62 (5)(7) *
SIRI — — —
Christopher W. Shean

LSXMA

97
(7)
*
*
Chief Financial Officer
LSXMB — —
LSXMK 248 (5)(7) *
BATRA 10 (7) *
BATRB — —
BATRK 25 (5)(7) *
LMCA 24 (7) *
LMCB — —
LMCK 62 (5)(7) *
SIRI — — —
All directors and executive officers as a group (12 persons)

LSXMA

5,252
(1)(2)(3)(7)(8)(11)(12)(13)
5.1
49.7
LSXMB 9,456 (1)(2)(4) 95.8
LSXMK 27,562 (1)(3)(4)(5)(7)(8)(11)(12)(13) 12.4
BATRA 528 (1)(2)(3)(7)(8)(11)(12)(13) 5.1
BATRB 946 (1)(2)(4) 95.8
BATRK 2,762 (1)(3)(4)(5)(7)(8)(11)(12)(13) 12.4
LMCA 1,310 (1)(2)(3)(7)(8)(9)(11)(12) 5.1
LMCB 2,364 (1)(2)(4) 95.8
LMCK 6,880 (1)(3)(4)(5)(6)(7)(8)(9)(11)(12)(13) 12.4
SIRI 465 (6)(10) * *

TABLE OF CONTENTS Name Title of Series Amount and Nature of Beneficial Ownership (In thousands) Percent of Series (%) Voting Power (%) Gregory B. Maffei President, Chief Executive Officer and Director LSXMA 1,813(8)(9)(10) 1.8 1.1 LSXMB 37 * LSXMK 11,335(6)(7)(8)(9)(10) 4.8 BATRA 181(8)(9) 1.8 BATRB 4 * BATRK 1,480(6)(7)(8)(9) 3.6 FWONA 401(8)(9) 1.6 FWONB 9 * FWONK 2,851(6)(7)(8)(9) 1.4 SIRI 867(11) * * LMACA 740 1.3 1.0 Robert R. Bennett Director LSXMA 760(12) * * LSXMB — — LSXMK 1,574(12) * BATRA 76(12) * BATRB — — BATRK 268(12) * FWONA 190(12) * FWONB — — FWONK 385(12)(13) * SIRI — — — LMACA 100 * * Derek Chang(14) Director LSXMA — — — LSXMB — — LSXMK — — BATRA — — BATRB — — BATRK — — FWONA — — FWONB — — FWONK — — SIRI — — — LMACA — — — Brian M. Deevy Director LSXMA 10(15) * * LSXMB — — LSXMK 27(7)(15) * BATRA 1(15) * BATRB — — BATRK 4(7)(15) * FWONA 3 (15) * FWONB — — FWONK 12(7)(15) * SIRI — — — LMACA 25 * * 12 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Name

Title of
Series

Amount and Nature of
Beneficial Ownership
(In thousands)

Percent of
Series
(%)

Voting
Power
(%)

M. Ian G. Gilchrist

Director

LSXMA

LSXMB

—

LSXMK

32(7)

BATRA

BATRB

—

BATRK

5(7)

FWONA

FWONB

—

FWONK

17(7)

SIRI

—

LMACA

Evan D. Malone

Director

LSXMA

LSXMB

—

LSXMK

70(7)

BATRA

BATRB

—

BATRK

9(7)

FWONA

FWONB

—

FWONK

24(7)

SIRI

398(11)

LMACA

—

David E. Rapley

Director

LSXMA

LSXMB

—

LSXMK

29(7)

BATRA

—

BATRB

—

BATRK

4(7)

FWONA

FWONB

—

FWONK

14(7)

SIRI

—

LMACA

—

Larry E. Romrell

Director

LSXMA

LSXMB

LSXMK

76(7)

BATRA

BATRB

BATRK

9(7)

FWONA

FWONB

FWONK

28(7)

SIRI

—

LMACA

—

LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 13

TABLE OF CONTENTS

Name	Title of Series	Amount and Nature of Beneficial Ownership (In thousands)		Percent of Series (%)		Voting Power (%)
Andrea L. Wong Director	LSXMA		4		*		*
	LSXMB		—		—
	LSXMK		45(7)		*
	BATRA		—		—
	BATRB		—		—
	BATRK		3(7)		*
	FWONA		**		*
	FWONB		—		—
	WONK		13(7)		*
	SIRI		—		—		—
	LMACA		35		*		*
Brian J. Wendling Chief Accounting Officer and Principal Financial Officer	LSXMA		28		*		*
	LSXMB		—		—
	LSXMK		169(7)		*
	BATRA		3		*
	BATRB		—		—
	BATRK		26(7)		*
	FWONA		7		*
	FWONB		—		—
	FWONK		45(7)		*
	SIRI		—		—		—
	LMACA		18		*		*
Albert E. Rosenthaler Chief Corporate Development Officer	LSXMA		66		*		*
	LSXMB		—		—
	LSXMK		410(6)(7)		*
	BATRA		7		*
	BATRB		—		—
	BATRK		66(6)(7)		*
	FWONA		17		*
	FWONB		—		—
	FWONK		118(6)(7)		*
	SIRI		—		—		—
	LMACA		100		*		*
Renee L. Wilm Chief Legal Officer and Chief Administrative Officer	LSXMA		—		—		—
	LSXMB		—		—
	LSXMK		3		*
	BATRA		—		—
	BATRB		—		—
	BATRK		**		*
	FWONA		—		—
	FWONB		—		—
	FWONK		**		*
	SIRI		—		—		—
	LMACA		8		*		*

14 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Name	Title of Series	Amount and Nature of Beneficial Ownership (In thousands)		Percent of Series (%)		Voting Power (%)
All directors and executive officers as a group (13 persons)	LSXMA		3,853 (1)(2)(3)(8)(9)(10)(12)(15)		3.9		49.8
	LSXMB		9,492(1)(4)(5)		96.8
	LSXMK		30,161 (1)(3)(5)(6)(7)(8)(9)(10)(12)(15)		12.8
	BATRA		385 (1)(2)(3)(8)(9)(12)(15)		3.7
	BATRB		949 (1)(4)(5)		96.7
	BATRK		4,750 (1)(3)(5)(6)(7)(8)(9)(12)(15)		11.4
	FWONA		913(1)(2)(3)(8)(9)(12)(15)		3.5
	FWONB		2,373(1)(4)(5)		97.0
	FWONK		7,910(1)(3)(5)(6)(7)(8)(9)(12)(13)(15)		3.9
	SIRI		1,532(3)(11)		*		*
	LMACA		1,026		1.8		1.4

Less than one percent

Less than 1,000 shares

(1)

~~(1)~~

Includes 101,778 LSXMA shares, 230,564 LSXMB shares, ~~664,684~~832,420 LSXMK shares, 10,177 BATRA shares, 23,056 BATRB shares, ~~66,468~~113,329 BATRK shares, 25,444 ~~LMCA~~FWONA shares, 57,641 ~~LMCB~~FWONB shares and 166,171 ~~LMCK~~FWONK shares held in a revocable trust with respect to which Mr. Malone and Mr. Malone’s wife, Mrs. Leslie Malone, are trustees. Mrs. Malone has the right to revoke such trust at any time.

(2)

Includes (i) 250,000 LSXMA shares, 23,475 LSXMK shares, 25,000 BATRA shares and 62,500 FWONA shares held by ~~Mr. Malone's wife, Mrs. Leslie~~The Malone Family Land Preservation Foundation and (ii) 170,743 LSXMA shares, 17,804 BATRA shares, 9,543 BATRK shares, and 44,360 FWONA shares held by The Malone Family Foundation, as to which shares Mr. Malone has disclaimed beneficial ownership.

(3)

~~(2)~~

Includes ~~34,759~~612,907 LSXMA shares, 4,425,780 LSXMK shares, 61,290 BATRA shares, 1,095,786 BATRK shares, 153,226 FWONA shares, 1,125,186 FWONK shares and 267,141 SIRI shares pledged to Fidelity Brokerage Services, LLC (Fidelity); 1,845,686 LSXMK shares, 510,221 BATRK shares and 591,055 FWONK shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch); and 7,264,000 LSXMK shares, 977,500 BATRK shares and 1,875,000 FWONK shares pledged to Bank of America (BoA) in connection with margin loan facilities extended by BoA.

(4)

Includes 108,687 LSXMB shares, ~~3,475 BATRA~~10,206 LSXMK shares, 10,868 BATRB shares, ~~8,689 LMCA shares~~ and 27,171 ~~LMCB~~FWONB shares held by two trusts which are managed by an independent trustee, of which the beneficiaries are Mr. ~~Malone's~~Malone’s adult children and in which Mr. Malone has no pecuniary interest. Mr. Malone retains the right to substitute assets held by the trusts and has disclaimed beneficial ownership of the shares held by the trusts.

~~(3)~~

~~Includes (i) 250,000 LSXMA shares, 390,000 LSXMK shares, 25,000 BATRA shares, 39,000 BATRK shares, 62,500 LMCA shares and 97,500 LMCK shares held by The Malone Family Land Preservation~~

(5)

~~Table of Contents~~

~~Foundation and (ii) 203,043 LSXMA shares, 20,304 BATRA shares and 50,760 LMCA shares held by The Malone Family Foundation, as to which shares Mr. Malone has disclaimed beneficial ownership.~~

~~(4)~~: Includes 490,597 LSXMB shares, ~~981,194~~1,989,890 LSXMK shares, 49,059 BATRB shares, ~~98,119~~167,293 BATRK shares, 122,649 ~~LMCB~~FWONB shares and 245,298 ~~LMCK~~FWONK shares held by ~~a trust~~three trusts with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the ~~trust.~~trusts.

(6)

~~(5)~~

Includes shares held in the Liberty Media 401(k) Savings Plan as follows:

	LSXMK		BATRK		FWONK
John C. Malone		379		33		64
Gregory B. Maffei		39,231		3,848		9,629
Albert E. Rosenthaler		7,292		721		1,783
Total		46,902		4,602		11,476

LSXMK BATRK LMCK
John C. Malone
530 53 132
Gregory B. Maffei
36,982 3,698 9,245
Albert E. Rosenthaler
6,817 681 1,704
Christopher W. Shean
13,448 1,345 3,364

Total
57,777 5,777 14,445

(7)

~~(6)~~: ~~Includes 153,226 LMCA shares, 825,000 LMCK shares and 267,141 SIRI shares pledged to Fidelity Brokerage Services, LLC (Fidelity); 250,000 LMCK shares pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and 1,875,000 LMCK shares pledged to Bank of America (BoA) in connection with margin loan facilities extended by Fidelity, Merrill Lynch and BoA.~~
~~(7)~~: Includes beneficial ownership of shares that may be acquired upon exercise of, or which relate to, stock options exercisable within 60 days after ~~April 30, 2016.~~

February 28, 2021.

	LSXMK		BATRK		FWONK
Brian M. Deevy		17,230		2,327		9,042
M. Ian G. Gilchrist		30,990		4,663		16,750
Gregory B. Maffei		6,903,579		786,343		1,901,543
Evan D. Malone		41,385		5,403		17,398
David E. Rapley		20,693		2,701		8,698
Larry E. Romrell		41,385		5,403		17,398
Andrea L. Wong		29,385		3,229		8,548
Brian J. Wendling		125,656		12,766		31,898
Albert E. Rosenthaler		233,158		36,111		67,465
Total		7,443,461		858,946		2,078,740

LSXMA LSXMK BATRA BATRK LMCA LMCK
M. Ian G. Gilchrist
854 — 85 — 213 —
Gregory B. Maffei
1,165,787 2,784,974 116,599 277,295 291,362 692,858
Evan D. Malone
2,697 5,493 269 549 674 1,374
Larry E. Romrell
2,697 5,493 269 549 674 1,374
Albert E. Rosenthaler
33,275 107,393 3,328 10,718 8,316 26,782
Christopher W. Shean
49,911 141,280 4,991 14,108 12,474 35,252

Total
1,255,221 3,044,633 125,541 303,219 313,713 757,640

(8)

~~(8)~~: Includes ~~59,032~~305,768 LSXMA shares, ~~118,065~~684,423 LSXMK shares, ~~5,903~~30,576 BATRA shares, ~~11,806~~29,043 BATRK shares, 14,758 ~~LMCA~~FWONA shares and ~~29,516 LMCK~~72,313 FWONK shares held by ~~the~~The Maffei Foundation, as to which shares Mr. Maffei has disclaimed beneficial ownership.

LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 15

TABLE OF CONTENTS

(9)

~~(9)~~

Includes ~~144,655 LMCA~~680,989 LSXMA shares, 1,489,367 LSXMK shares, 119,007 BATRA shares, 492,012 BATRK shares, 170,247 FWONA shares and ~~289,309 LMCK~~671,937 FWONK shares pledged to Morgan Stanley Private Bank, National Association in connection with a loan facility.

(10)

Includes 666,969 LSXMA shares and 388,030 LSXMK shares held by a grantor retained annuity trust.

(11)

~~(10)~~

Includes beneficial ownership of shares that may be acquired upon exercise of, or which relate to, stock options exercisable within 60 days after ~~April 30, 2016.~~February 28, 2021.



~~Gregory B. Maffei~~	~~86,537~~
~~Evan D. Malone~~	~~86,637~~
	SIRI
~~Total~~ Gregory B. Maffei	~~173,174~~

		456,060
Evan D. Malone			319,360
Total			775,420

~~(11)~~: (12)

Includes 21,585 LSXMA shares, 43,170 LSXMK shares, 2,158 BATRA shares, ~~4,317~~7,568 BATRK shares and 5,396 ~~LMCA shares and 10,792 LMCK~~FWONA shares owned by Hilltop Investments, LLC, and 735,491 LSXMA shares, 1,523,795 LSXMK shares, 73,549 BATRA shares, 259,764 BATRK shares, 183,872 FWONA shares and 383,813 FWONK shares held by Hilltop Investments III, LLC, both of which isare jointly owned by Mr. Bennett and his wife, Mrs. Deborah Bennett.

(13)

~~Table~~Includes 381,616 FWONK shares pledged to JP Morgan Private Bank in connection with a variable prepaid forward contract.

(14)

Mr. Chang was appointed as a director of ~~Contents~~

~~(12)~~: ~~Includes restricted~~our company effective March 10, 2021. Based on information provided as of March 10, 2021, Mr. Chang did not beneficially own any shares ~~none~~ of ~~which has vested,~~our common stock or shares of SIRI or LMACA as ~~follows:~~

of February 28, 2021.

LSXMA LSXMK BATRA BATRK LMCA LMCK
Robert R. Bennett
— 5,468 — 546 — 1,366
Brian M. Deevy
— 2,843 — 284 — 710
M. Ian G. Gilchrist
— 1,422 — 142 — 355
Evan D. Malone
— 2,625 — 262 — 656
David E. Rapley
— 4,047 — 404 — 1,011
Larry E. Romrell
— 2,625 — 262 — 656
Andrea L. Wong
— 5,468 — 546 — 1,366
Richard N. Baer
9,686 19,372 968 1,937 2,421 4,843

Total
9,686 43,870 968 4,383 2,421 10,963

(15)

~~(13)~~: Includes 247 LSXMA shares, ~~494~~566 LSXMK shares, 24 BATRA shares, 4987 BATRK shares, 61 ~~LMCA~~FWONA shares and 123 ~~LMCK~~FWONK shares held by the WJD Foundation, over which Mr. Deevy has sole voting power.

Changes in Control

We know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our company.

16 | LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT

~~Table of Contents~~

TABLE OF CONTENTS

PROPOSALS OF OUR BOARD

The following proposals will be presented at the annual meeting by our board of directors.

PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL

Board of Directors

Our board of directors currently consists of ~~nine~~ten directors, divided among three classes. Our Class ~~III~~II directors, whose term will expire at the ~~2016~~2021 annual meeting, are ~~John C. Malone, Robert R. Bennett~~Brian M. Deevy, Gregory B. Maffei and ~~M. Ian G. Gilchrist. Messrs. Malone, Bennett and Gilchrist~~Andrea L. Wong. These directors are nominated for election to our board to continue serving as Class ~~III~~II directors, and we have been informed that Messrs. ~~Malone, Bennett~~Deevy and ~~Gilchrist~~Maffei and Ms. Wong are each willing to continue serving as a director of our company. The term of the Class ~~III~~II directors who are elected at the annual meeting will expire at the annual meeting of our stockholders in the year ~~2019.~~2024. Our Class III directors, whose term will expire at the annual meeting of stockholders in the year 2022, are John C. Malone, Robert R. Bennett and M. Ian G. Gilchrist. Our class I directors, whose term will expire at the annual meeting of stockholders in the year ~~2017,~~2023, are Derek Chang, Evan D. Malone, David E. Rapley and Larry E. Romrell. ~~Our Class II directors, whose term will expire at the annual meeting of stockholders in the year 2018, are Brian M. Deevy, Gregory B. Maffei and Andrea L. Wong.~~

If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the annual meeting, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the board of directors.

The following lists the three nominees for election as directors at the annual meeting and the ~~six~~seven directors of our company whose term of office will continue after the annual meeting, and includes as to each person how long such person has been a director of our company, such ~~person's~~person’s professional background, other public company directorships and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of our board of directors. For additional information on our board’s evaluation of director candidates or incumbent directors seeking re-election, see “Management and Governance Matters—Committees of the Board of Directors—Nominating and Corporate Governance Committee—Director Candidate Identification Process.” All positions referenced in the biographical information below with our company include, where applicable, positions with our predecessors. The number of shares of our common stock beneficially owned by each director ~~as of April 30, 2016,~~ is set forth in this proxy statement under the caption ~~"Security~~“Security Ownership of Certain Beneficial Owners and ~~Management—Security Ownership of~~ Management."

”

Nominees for Election as Directors

Brian M. Deevy

•

~~John C. Malone~~

•: Age: 7566

•

~~Chairman of the Board and a director of our company.~~

•

~~Professional Background~~: Mr. Malone has served as the Chairman of the Board of our company (including our predecessor) since August 2011 and as a director since December 2010. Mr. Malone served as the Chief Executive Officer of Liberty Interactive Corporation (~~Liberty Interactive) from August 2005 to February 2006. Mr. Malone served as Chairman of the Board of Tele-Communications, Inc. (TCI) from November 1996 until March 1999, when it was acquired by AT&T Corp., and as Chief Executive Officer of TCI from January 1994 to March 1997.~~

•

~~Other Public Company Directorships~~~~: Mr. Malone has served as (i) a director and Chairman of the Board of Liberty Interactive since its inception in 1994, (ii) the Chairman of the Board of Liberty Broadband Corporation (Liberty Broadband) since November 2014, (iii) the Chairman of the Board of Liberty Global plc (LGP)~~ ~~since June 2013, having previously served as Chairman of the Board of Liberty Global, Inc. (LGI), LGP's predecessor, from June 2005 to June 2013 and LGI's predecessor, Liberty Media International, Inc. (LMI), from March 2004 to June 2005~~

~~Table of Contents~~

~~and a director of UnitedGlobalCom, Inc., now a subsidiary of LGP, from January 2002 to June 2005, (iv) a director of Discovery Communications, Inc. (Discovery) since September 2008 and a director of Discovery's predecessor, Discovery Holding Company (DHC~~), from May 2005 to September 2008 and as Chairman of the Board from March 2005 to September 2008, (v) a director of Expedia, Inc. since December 2012, having previously served as a director from August 2005 to November 2012, (vi) a director of Charter Communications Inc. (~~Charter) since May 2013 and (vii) a director of Lions Gate Entertainment Corp. since March 2015. Previously, he served as (i) the Chairman of the Board of Liberty TripAdvisor Holdings, Inc. (Liberty TripAdvisor~~) from August 2014 to June 2015, (ii) a director of Sirius XM from April 2009 to May 2013, (iii) a director of Ascent Capital Group, Inc. from January 2010 to September 2012, (iv) a director of Live Nation Entertainment, Inc. (~~Live Nation) from January 2010 to February 2011, (v) a director of DIRECTV and its predecessors from February 2008 to June 2010 and (vi) a director of IAC/InterActiveCorp from May 2006 to June 2010.~~

•: ~~Board Membership Qualifications~~: Mr. Malone, as President of TCI, co-founded Liberty Interactive's former parent company and is considered one of the preeminent figures in the media and telecommunications industry. He is well known for his sophisticated problem solving and risk assessment skills.

~~Robert R. Bennett~~

•: ~~Age~~~~: 58~~
•: A director of our company.

•
•

Professional Background: Mr. Bennett has served as a director of our company (including our predecessor) since September 2011. Mr. Bennett serves as Managing Director of Hilltop Investments LLC, a private investment company. Mr. Bennett served as the Chief Executive Officer of Liberty Interactive from April 1997 to August 2005 and its President from April 1997 to February 2006 and held various executive positions with Liberty Interactive from 1994 to 1997.

•

~~Other Public Company Directorships~~: Mr. Bennett served as a director of Liberty Interactive from September 1994 to December 2011. He has served as a director of Discovery since September 2008 and served as a director of DHC from May 2005 to September 2008. Mr. Bennett has served as a director of Sprint Corporation (and its predecessor) since October 2006 and HP, Inc. (formerly Hewlett-Packard Company) since July 2013. He served as a director of Demand Media, Inc. from January 2011 to February 2014.

•

~~Board Membership Qualifications~~: Mr. Bennett brings to our board in-depth knowledge of the media and telecommunications industry generally and our corporate history specifically. He has experience in significant leadership positions with Liberty Interactive, especially as a past Chief Executive Officer and President, and provides our company with strategic insights. Mr. Bennett also has an in-depth understanding of finance, and has held various financial management positions during the course of his career.

~~M. Ian G. Gilchrist~~

•: ~~Age~~~~: 66~~
•: ~~A director of our company.~~
•: ~~Professional Background~~: Mr. Gilchrist has served as a director of our company (including our predecessor) since September 2011. Mr. Gilchrist held various officer positions including Managing Director at Citigroup/Salomon Brothers from 1995 to 2008, CS First Boston

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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, he worked in the venture capital field and as an investment analyst.

•: ~~Other Public Company Directorships~~~~: Mr. Gilchrist has served as a director of Liberty Interactive since July 2009.~~
•: ~~Board Membership Qualifications~~: 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 the 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.

~~Directors Whose Term Expires in 2017~~

~~Evan D. Malone~~

•: ~~Age~~~~: 45~~
•: ~~A director of our company.~~
•: ~~Professional Background~~: Dr. Malone has served as a director of our company (including our predecessor) since September 2011. He has served as President of NextFab Studio, LLC, a high-tech workshop offering technical training, consulting, product design and prototyping services, since June 2009 and has been an engineering consultant for more than the past five years. Since January 2008, Dr. Malone has served as the owner and manager of a real estate property and management company, 1525 South Street LLC. During 2008, Dr. Malone also served as a post-doctoral research assistant at Cornell University and an engineering consultant with Rich Food Products, a food processing company. Dr. Malone has served as co-owner and director of Drive Passion PC Services, CC, an Internet café, telecommunications and document services company, in South Africa since 2007 and served as an 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. He also is a founding member of Jet Wine Bar, a wine bar, and Rex 1516, a restaurant, both in Philadelphia.
•: ~~Other Public Company Directorships~~~~: Dr. Malone has served as a director of Liberty Interactive since August 2008 and Sirius XM since May 2013.~~
•: ~~Board Membership Qualifications~~: 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.

~~David E. Rapley~~

•: ~~Age~~~~: 75~~
•: ~~A director of our company.~~
•: ~~Professional Background~~~~: Mr. Rapley has served as a director of our company (including our predecessor) since September 2011. Mr. Rapley founded Rapley Engineering Services, Inc. (RESI~~) and served as its Chief Executive Officer and President from 1985 to 1998. Mr. Rapley also served as Executive Vice President of Engineering of VECO Corp. Alaska (a company that acquired RESI in 1998) from January 1998 to December 2001. Mr. Rapley served as the

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President and Chief Executive Officer of Rapley Consulting, Inc. from January 2000 to December 2014. From 2003 to 2013, Mr. Rapley was a director of Merrick & Co., a private firm providing engineering and other services to domestic and international clients. From 2008 to 2011, Mr. Rapley was chairman of the board of Merrick Canada ULC.

•: ~~Other Public Company Directorships~~: Mr. Rapley has served as a director of Liberty Interactive since July 2002, having previously served as a director during 1994. He has served as a director of LGP since June 2013, having previously served as a director of LGI from June 2005 to June 2013 and as a director of LMI from May 2004 to June 2005.
•: ~~Board Membership Qualifications~~: Mr. Rapley brings to our board the unique perspective of his lifelong career as an engineer. The industries in which our company competes are heavily dependent on technology, which continues to change and advance. Mr. Rapley's perspectives assist the board in adapting to these changes and developing strategies for our businesses.

~~Larry E. Romrell~~

•: ~~Age~~~~: 76~~
•: ~~A director of our company.~~
•: ~~Professional Background~~: Mr. Romrell has served as a director of our company (including our predecessor) since September 2011. Mr. Romrell held numerous executive positions with TCI from 1991 to 1999. Previously, Mr. Romrell held various executive positions with Westmarc Communications, Inc.
•: ~~Other Public Company Directorships~~: Mr. Romrell has served as a director of Liberty Interactive since December 2011, having previously served as a director from March 1999 to September 2011, and as a director of Liberty TripAdvisor since August 2014. He has served as a director of LGP since June 2013, having previously served as a director of LGI from June 2005 to June 2013 and as a director of LMI from May 2004 to June 2005.
•: ~~Board Membership Qualifications~~: 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.

~~Directors Whose Term Expires in 2018~~

~~Brian M. Deevy~~

•: ~~Age~~~~: 61~~
•: ~~Professional Background~~: Mr. Deevy has been a director of our company since June 2015. Mr. Deevy previously served as the head of Royal Bank of Canada (RBC) Capital ~~Markets'~~Markets’ Communications, Media & Entertainment Group (CME Group) ~~Group~~ until June 2015. Mr. Deevy was responsible for strategic development of the CME ~~Group's~~Group’s business, which includes mergers & acquisitions, private equity and debt capital formation and financial advisory engagements. Mr. Deevy also served as Chairman and Chief Executive Officer of Daniels & Associates, the 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'~~Daniels’ predecessor, Mr. Deevy was with Continental Illinois National Bank. He has served as the director of the Daniels Fund since 2003, and has been a director of the U.S. Olympic and Paralympic Foundation since 2016.

•

Other Public Company Directorships: Mr. Deevy served as a director of Ascent Capital Group, Inc. (Ascent) from November 2013 to May 2016. Mr. Deevy served on the board of directors of Ticketmaster Entertainment, Inc. from August 2008 to January 2010.

•

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•: Board Membership Qualifications: 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 ~~is expected to provide~~provides strategic insights with respect to our ~~company's~~company’s activities in these areas.

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Gregory B. Maffei

•

•

Age: 5660

•

Chief Executive Officer, President and a director of our company.

•

Professional Background: Mr. Maffei has served as a director and the President and Chief Executive Officer of our company (including our predecessor) since May 2007, ~~and~~ Liberty Broadband Corporation (Liberty Broadband) since June ~~2014.~~2014 and LMAC since November 2020. He has served as a director, the President and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. (Liberty TripAdvisor) since July 2013 and as its Chairman of the Board since June 2015. He has served as the Chairman of the Board of Qurate Retail, Inc. (formerly named Liberty Interactive Corporation, Qurate Retail) (including its predecessor), since March 2018, and as a director of Qurate Retail since November 2005. Mr. Maffei also served as the President and Chief Executive Officer of GCI Liberty, ~~Interactive since~~Inc. (GCI Liberty) from March 2018 until its combination with Liberty Broadband in December 2020 and Qurate Retail (including its predecessor) from February 2006 ~~and as a director since November 2005. He also~~to March 2018, having served as its CEO-Elect from November 2005 through February 2006. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation (Oracle), Chairman, President and Chief Executive Officer of 360networks Corporation (360networks), and Chief Financial Officer of Microsoft ~~Corporation.~~Corporation (Microsoft).

•

Other Public Company Directorships: Mr. Maffei has served as (i) ~~the~~ Chairman of the Board of ~~Starz~~Qurate Retail since ~~January~~March 2018 and a director of Qurate Retail (including its predecessor) since November 2005, (ii) Chairman of the Board of Liberty TripAdvisor since June 2015 and a director since July 2013, ~~(ii)~~(iii) a director of Liberty Broadband since June 2014, (iv) a director of LMAC since November 2020, (v) the Chairman of the Board of TripAdvisor, Inc. since February 2013, ~~(iii)~~(vi) the Chairman of the Board of Live Nation Entertainment, Inc. (Live Nation) since March 2013 and as a director since February 2011, ~~(iv)~~(vii) the Chairman of the Board of Sirius XM Holdings, Inc. (Sirius XM) since April 2013 and as a director since March 2009, ~~(v)~~(viii) a director of Zillow Group, Inc. since February 2015, having previously served as a director of its predecessor, Zillow, Inc., from May 2005 to February 2015, and ~~(vi)~~(ix) a director of Charter Communications, Inc. (Charter) since May 2013. Mr. Maffei served as (i) a director of ~~(i)~~GCI Liberty from March 2018 to December 2020, (ii) a director of DIRECTV and its predecessors from February 2008 to June 2010, ~~(ii)~~(iii) a director of Electronic Arts, Inc. from June 2003 to July 2013, ~~and (iii)~~(iv) a director of Barnes & Noble, Inc. from September 2011 to April ~~2014.~~2014, (v) Chairman of the Board of Starz from January 2013 until its acquisition by Lions Gate Entertainment Corp. in December 2016 and (vi) the Chairman of the Board of Pandora Media, Inc. from September 2017 to February 2019.

•

Board Membership Qualifications: Mr. Maffei brings to our board significant financial and operational experience based on his ~~current~~ senior policy making positions at our company, ~~Liberty Interactive,~~Qurate Retail (including its predecessor), LMAC, Liberty TripAdvisor and Liberty Broadband, and his previous executive positions at GCI Liberty, Oracle, ~~Corporation,~~ 360networks ~~Corporation~~ and Microsoft, ~~Corporation. In addition, Mr. Maffei has extensive~~as well as his public company board experience. He provides our board with an executive leadership perspective on the ~~strategic planning for, and~~ operations and management of large public ~~companies.~~companies and risk management principles.

Andrea L. Wong

•

•

Age: 4954

•

A director of our company.

•

Professional Background: Ms. Wong has served as a director of our company (including our predecessor) since September 2011. Ms. Wong ~~has~~ served as President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment ~~since~~from September ~~2011.~~2011 to March 2017. She previously served as President and Chief Executive Officer of Lifetime Entertainment Services from 2007 to April 2010. Ms. Wong also served as an Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company, from 2003 to 2007.

•

Other Public Company Directorships: Ms. Wong has served as a director of ~~Liberty Interactive~~Qurate Retail since April 2010, as a director of Hudson Pacific Properties, Inc. since August 2017, as a director of Roblox Corporation since August 2020 and as a director of ~~Hudson's~~Oaktree Acquisition Corp. II since September 2020. Ms. Wong served as a director of Oaktree Acquisition Corp. from July 2019 to January 2021, as a director of Social Capital Hedosophia Holdings Corp. from September 2017 to October 2019 and as a director of Hudson’s Bay Company ~~since~~from September ~~2014.~~2014 to March 2020.

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~~Table of Contents~~PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL

•

Board Membership Qualifications: 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.

Directors Whose Term Expires in 2022

John C. Malone

•

Age: 80

•

Chairman of the Board of our company.

•

Professional Background: Mr. Malone has served as the Chairman of the Board of our company (including our predecessor) since August 2011 and as a director since December 2010. He served as Chairman of the Board of Qurate Retail, including its predecessor, from its inception in 1994 until March 2018 and served as Qurate Retail’s Chief Executive Officer from August 2005 to February 2006. Mr. Malone served as Chairman of the Board of Tele-Communications, Inc. (TCI) from November 1996 until March 1999, when it was acquired by AT&T Corp., and as Chief Executive Officer of TCI from January 1994 to March 1997.

•

Other Public Company Directorships: Mr. Malone has served as (i) a director of Qurate Retail (including its predecessor) since 1994 and served as Chairman of the Board of Qurate Retail (including its predecessor) from 1994 to March 2018, (ii) a director of Discovery, Inc. (Discovery), which was formerly known as Discovery Communications, Inc. (Discovery Communications), since September 2008, and a director of Discovery Communications’ predecessor, Discovery Holding Company (DHC), from May 2005 to September 2008 and as Chairman of the Board from March 2005 to September 2008, (iii) the Chairman of the Board of Liberty Global plc (LGP) since June 2013, having previously served as Chairman of the Board of Liberty Global, Inc. (LGI), LGP’s predecessor, from June 2005 to June 2013 and as Chairman of the Board of LGI’s predecessor, Liberty Media International, Inc. (LMI) from March 2004 to June 2005 and a director of UnitedGlobalCom, Inc., now a subsidiary of LGP, from January 2002 to June 2005 and (iv) the Chairman of the Board of Liberty Broadband since November 2014. Previously, he served as (i) Chairman of the Board of GCI Liberty from March 2018 to December 2020, (ii) a director of Liberty Latin America Ltd. from December 2017 to December 2019, (iii) Chairman of the Board of Liberty Expedia Holdings, Inc. (Liberty Expedia) from November 2016 to July 2019, (iv) a director of Lions Gate Entertainment Corp. from March 2015 to September 2018, (v) a director of Charter from May 2013 to July 2018, (vi) a director of Expedia, Inc. from December 2012 to December 2017, having previously served as a director from August 2005 to November 2012, (vii) the Chairman of the Board of Liberty TripAdvisor from August 2014 to June 2015, (viii) a director of Sirius XM from April 2009 to May 2013, (ix) a director of Ascent from January 2010 to September 2012, (x) a director of Live Nation from January 2010 to February 2011, (xi) Chairman of the Board of DIRECTV and its predecessors from February 2008 to June 2010 and (xii) a director of IAC/InterActiveCorp from May 2006 to June 2010.

•

Board Membership Qualifications: Mr. Malone, as President of TCI, co-founded Qurate Retail’s former parent company and is considered one of the preeminent figures in the media and telecommunications industry. He is well known for his sophisticated problem solving and risk assessment skills.

Robert R. Bennett

•

Age: 63

•

A director of our company.

•

Professional Background: Mr. Bennett has served as a director of our company (including our predecessor) since September 2011. Mr. Bennett serves as Managing Director of Hilltop Investments LLC, a private investment company. Mr. Bennett served as the Chief Executive Officer of Qurate Retail (formerly known as Liberty Media Corporation) from April 1997 to August 2005 and its President from April 1997 to February 2006 and held various executive positions with Qurate Retail from 1994 to 1997.

•

Other Public Company Directorships: Mr. Bennett served as a director of Qurate Retail from September 1994 to December 2011. He has served as a director of Discovery since September 2008 and served as a director of

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DHC from May 2005 to September 2008. Mr. Bennett has served as a director of HP, Inc. (formerly Hewlett-Packard Company) since July 2013. He served as a director of Demand Media, Inc. from January 2011 to February 2014 and Sprint Corporation (and its predecessor) from October 2006 to November 2016.

•

Board Membership Qualifications: Mr. Bennett brings to our board in-depth knowledge of the media and telecommunications industry generally and our corporate history specifically. He has experience in significant leadership positions with Qurate Retail, especially as a past Chief Executive Officer and President, and provides our company with strategic insights. Mr. Bennett also has an in-depth understanding of finance, and has held various financial management positions during the course of his career.

M. Ian G. Gilchrist

•

Age: 71

•

A director of our company.

•

Professional Background: Mr. Gilchrist has served as a director of our company (including our predecessor) since September 2011. Mr. Gilchrist served as a director and the President of Trine Acquisition Corp. from March 2019 to December 2020. Mr. Gilchrist held various officer positions including Managing Director at Citigroup/Salomon Brothers 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, he worked in the venture capital field and as an investment analyst.

•

Other Public Company Directorships: Mr. Gilchrist has served as a director of Qurate Retail since July 2009. Mr. Gilchrist served as a director of Trine Acquisition Corp. from March 2019 to December 2020.

•

Board Membership Qualifications: 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 the 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.

Directors Whose Term Expires in 2023

Derek Chang

•

Age: 53

•

A director of our company.

•

Professional Background: Mr. Chang has been a director of our company since March 2021. He served as the Chief Executive Officer of the National Basketball Association of China (NBA China) from April 2018 to May 2020. Mr. Chang also served as the Executive Vice President of Content Strategy and Development of DIRECTV (and its predecessor, The DirecTV Group, Inc.) from March 2006 to January 2013. He served as the Head of International Lifestyle Channels from April 2013 to April 2018 and as a Managing Director of Asia Pacific operations from April 2013 to July 2016 for Scripps Networks Interactive, Inc. (Scripps) from April 2013 to April 2018. Mr. Chang served as Executive Vice President—Finance and Strategy of Charter from December 2003 to April 2005 and as its interim Chief Financial Officer from August 2004 to April 2005. He also served as Executive Vice President—Development of the Yankees Entertainment and Sports Network from its inception in 2001 to January 2003.

•

Other Public Company Directorships: Mr. Chang has served as a director of our company since March 2021, a director of Isos Acquisition Corp. since March 2021 and as a director of Vobile Group Limited since July 2020. He previously served as a director of STARZ from January 2013 to June 2013.

•

Board Membership Qualifications: Mr. Chang brings to our board profound knowledge of media, entertainment and sports industries across global markets including the US and China as well as extensive operational experience from his policy making positions at NBA China, DIRECTV, and Scripps.

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PROPOSAL 1—THE ELECTION OF DIRECTORS PROPOSAL

Evan D. Malone

•

Age: 50

•

A director of our company.

•

Professional Background: Dr. Malone has served as a director of our company (including our predecessor) since September 2011. Since June 2009, he has served as President of NextFab Studio, LLC, which provides manufacturing-related technical training, product development, and business acceleration services. Since January 2008, Dr. Malone has served as the owner and manager of a real estate property and management company, 1525 South Street LLC. Dr. Malone has served as co-owner and director of Drive Passion PC Services, CC, an Internet café, telecommunications and document services company, in South Africa since 2007 and served as an 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. He also is a founding member of Jet Wine Bar, a wine bar, and Rex 1516, a restaurant, both in Philadelphia. Since November 2016, he has served as director and president of the NextFab Foundation, an IRS 501(c)(3) private operating foundation, which provides manufacturing-related technology and education to communities affected by economic or humanitarian distress.

•

Other Public Company Directorships: Dr. Malone has served as a director of Qurate Retail since August 2008 and Sirius XM since May 2013.

•

Board Membership Qualifications: 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.

David E. Rapley

•

Age: 79

•

A director of our company.

•

Professional Background: Mr. Rapley has served as a director of our company (including our predecessor) since September 2011. Mr. Rapley founded Rapley Engineering Services, Inc. (RESI) and served as its Chief Executive Officer and President from 1985 to 1998. Mr. Rapley also served as Executive Vice President of Engineering of VECO Corp. Alaska (a company that acquired RESI in 1998) from January 1998 to December 2001. Mr. Rapley served as the President and Chief Executive Officer of Rapley Consulting, Inc. from January 2000 to December 2014. From 2003 to 2013, Mr. Rapley was a director of Merrick & Co., a private firm providing engineering and other services to domestic and international clients. From 2008 to 2011, Mr. Rapley was chairman of the board of Merrick Canada ULC.

•

Other Public Company Directorships: Mr. Rapley has served as a director of Qurate Retail since July 2002, having previously served as a director during 1994. He has served as a director of LGP since June 2013, having previously served as a director of LGI, LGP’s predecessor, from June 2005 to June 2013 and as a director of LMI, LGI’s predecessor, from May 2004 to June 2005.

•

Board Membership Qualifications: Mr. Rapley brings to our board the unique perspective of his lifelong career as an engineer. The industries in which our company competes are heavily dependent on technology, which continues to change and advance. Mr. Rapley’s perspectives assist the board in adapting to these changes and developing strategies for our businesses.

Larry E. Romrell

•

Age: 81

•

A director of our company.

•

Professional Background: Mr. Romrell has served as a director of our company (including our predecessor) since September 2011. Mr. Romrell held numerous executive positions with TCI from 1991 to 1999. Previously, Mr. Romrell held various executive positions with Westmarc Communications, Inc.

•

Other Public Company Directorships: Mr. Romrell has served as a director of Qurate Retail since December 2011, having previously served as a director from March 1999 to September 2011, and as a director of Liberty TripAdvisor since August 2014. He has served as a director of LGP since June 2013, having previously served

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as a director of LGI, LGP’s predecessor, from June 2005 to June 2013 and as a director of LMI, LGI’s predecessor, from May 2004 to June 2005.

•

Board Membership Qualifications: 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.

Vote and Recommendation

A plurality of the combined voting power of the outstanding shares of our common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting, voting together as a single class, is required to elect each of Messrs. ~~Malone, Bennett~~Deevy and ~~Gilchrist~~Maffei and Ms. Wong as a Class ~~III~~II member of our board of directors.

Our board of directors unanimously recommends a vote
“FOR” the election of each nominee to our board of directors.

~~Our board of directors unanimously recommends a vote "FOR" the election of each nominee to our board of directors.~~22

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PROPOSAL 2—THE AUDITORS RATIFICATION PROPOSAL

We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, ~~2016.~~

2021.

Even if the selection of KPMG LLP is ratified, the audit committee of our board of directors in its discretion may direct the appointment of a different independent accounting firm at any time during the year if our audit committee determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31, ~~2016.~~

2021.

A representative of KPMG LLP is expected to be ~~present~~available to answer appropriate questions at the annual meeting and will have the opportunity to make a statement if he or she so ~~desires and is expected to be available to respond to appropriate questions.~~

desires.

Audit Fees and All Other Fees

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of our consolidated financial statements for ~~2015~~2020 and ~~2014~~2019 and fees billed for other services rendered by KPMG LLP.

	2020(1)			2019(1)
Audit fees		$	2,869,000		3,082,100
Audit related fees			—		—
Audit and audit related fees			2,869,000		3,082,100
Tax fees(2)			518,900		783,500
All other fees			—		—
Total fees		$	3,387,900		3,865,600

2015(1) 2014(1)
Audit fees
$ 1,730,000 1,584,000
Audit related fees(2)
79,000 32,000

Audit and audit related fees
1,809,000 1,616,000
Tax fees(3)
456,000 548,000

Total fees
$ 2,265,000 2,164,000

(1)

Such fees with respect to ~~2015~~2020 and ~~2014~~2019 exclude audit fees, audit related fees and tax fees billed by KPMG LLP to Sirius XM for services rendered. Sirius XM is a separate public company and its audit fees, audit related fees, tax fees and all other fees (which aggregated ~~$2,162,450~~$4,129,000 in ~~2015~~2020 and ~~$2,005,000~~$4,434,200 in ~~2014)~~2019) are reviewed and approved by the audit committee of the board of directors of Sirius XM.

(2)

~~(2)~~

Audit related fees consist of professional consultations with respect to accounting issues affecting our financial statements, reviews of registration statements and issuance of consents, due diligence related to potential business combinations and audits of financial statements of certain employee benefit plans.

~~(3)~~

Tax fees consist of tax compliance and consultations regarding the tax implications of certain transactions.

Our audit committee has considered whether the provision of services by KPMG LLP to our company other than auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other services is compatible with KPMG LLP maintaining its independence.

Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee

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has approved the engagement of our independent auditor to provide the following services (all of which are collectively referred to aspre-approved services):

•

audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries, (ii) services associated with registration statements, periodic reports and other documents filed or issued in connection with securities offerings (including comfort letters and consents), (iii) attestations of management reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment of transactions;

•

audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions, and (vii) general assistance with implementation of the requirements of certain Securities and Exchange Commission (SEC) rules or listing standards; and

•

tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services, expatriate tax assistance and compliance and tax due diligence and advice regarding mergers and acquisitions.

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Notwithstanding the foregoing general pre-approval, if, in the reasonable judgment of our Chief Accounting Officer and Principal Financial Officer, an individual project involving the provision of pre-approved services is ~~expected~~likely to result in fees in excess of $100,000, or if individual projects under $100,000 are ~~expected~~likely to ~~total~~equal or exceed $500,000 during the period between the regularly scheduled meetings of the audit committee, then such projects will require the specific pre-approval of our audit committee. Our audit committee has delegated the authority for the foregoing approvals to the chairman of the audit committee, subject to his subsequent disclosure to the entire audit committee of the granting of any such approval. Brian M. Deevy currently serves as the chairman of our audit committee. In addition, the independent auditor is required to provide a report at each regularly scheduled audit committee meeting on all pre-approved services incurred during the preceding quarter. Any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee.

Under our policy, any fees incurred by Sirius XM in connection with the provision of services by Sirius ~~XM's~~XM’s independent auditor, are expected to be reviewed and approved by Sirius ~~XM's~~XM’s audit committee pursuant to Sirius ~~XM's~~XM’s policy regarding the pre-approval of all audit and permissible non-audit services provided by its independent auditor in effect at the time of such approval. Such approval by Sirius ~~XM's~~XM’s audit committee pursuant to its policy is deemed to be pre-approval of the services by our audit committee.

Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.

All services provided by our independent auditor during ~~2015~~2020 were approved in accordance with the terms of the policy in place.

Vote and Recommendation

The affirmative vote ~~of the holders~~ of a majority of the ~~aggregate~~combined voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class, is required to approve the auditors ratification proposal.

Our board of directors unanimously recommends a vote
“FOR” the auditors ratification proposal.

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PROPOSAL 3—THE SAY-ON-PAY PROPOSAL

We are providing our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as described below in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the Exchange Act). This advisory vote is often referred to as the “say-on-pay” vote and allows our stockholders to express their views on the overall compensation paid to our named executive officers. Our company values the views of its stockholders and is committed to the efficiency and effectiveness of our company’s executive compensation program.

Our most recent advisory vote on the compensation of our named executive officers was held at our 2018 annual meeting of stockholders on May 23, 2018, at which stockholders representing a majority of our aggregate voting power present and entitled to vote on the say-on-pay proposal voted in favor of, on an advisory basis, our executive compensation as disclosed in our proxy statement for our 2018 annual meeting of stockholders. At our 2018 annual meeting of stockholders on May 23, 2018, a majority of the votes cast on the say-on-frequency proposal by our stockholders that were present, in person or by proxy, and entitled to vote at the 2018 annual meeting of stockholders, voting together as a single class, voted in favor of holding future advisory votes on executive compensation at a frequency of once every three years, and our board of directors ~~unanimously recommends~~adopted this as the frequency at which future advisory votes on executive compensation would be held. We currently expect that our next advisory vote on executive compensation will be held in 2024.

We are seeking stockholder approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with applicable SEC rules, which include the disclosures under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables (including all related footnotes) and any additional narrative discussion of compensation included herein. Stockholders are encouraged to read the “Executive Compensation—Compensation Discussion and Analysis” section of this proxy statement, which provides an overview of our company’s executive compensation policies and procedures.

In accordance with Section 14A of the Exchange Act, and Rule 14a-21(a) promulgated thereunder, and as a matter of good corporate governance, our board of directors is asking stockholders to approve the following advisory resolution at the 2021 annual meeting of stockholders:

RESOLVED, that the stockholders of Liberty Media Corporation hereby approve, on an advisory basis, the compensation paid to our company’s named executive officers, as disclosed in this proxy statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion.

Advisory Vote

Although this vote ~~"FOR"~~is advisory and non-binding on our board and our company, our board and the ~~auditors ratification proposal.~~compensation committee, which is responsible for designing and administering our company’s executive compensation program, value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation policies and decisions for named executive officers.

Vote and Recommendation

This advisory resolution, which we refer to as the say-on-pay proposal, will be considered approved if it receives the affirmative vote of a majority of the combined voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.

Our board of directors unanimously recommends a vote
“FOR” the say-on-pay proposal.

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Executive Officers

The following lists the executive officers of our company (other than Gregory B. Maffei, our President and Chief Executive Officer, and John C. Malone, our Chairman of the Board, ~~who~~each of whom also serve as directors of our company and who are listed under ~~"Proposals~~“Proposals of Our ~~Board~~—Board—Proposal 1—1—The Election of Directors ~~Proposal"~~Proposal”), their ages and a description of their business experience, including positions held with our company. All positions referenced in the table below with our company include, where applicable, positions with our predecessors.

Name			Positions
	~~Name~~Albert E. Rosenthaler Age: 61		~~Positions~~
~~Richard N. Baer~~ ~~Age: 59~~			Mr. ~~Baer~~Rosenthaler has served as Chief ~~Legal~~Corporate Development Officer of our company, ~~Liberty Interactive,~~Qurate Retail, Liberty TripAdvisor and Liberty Broadband since ~~January 2016.~~October 2016 and LMAC since November 2020. He previously served as ~~Senior Vice President and General Counsel~~Chief Corporate Development Officer of ~~our company and~~GCI Liberty ~~Interactive~~ from ~~January 2013~~March 2018 to December ~~2015,~~2020, Liberty ~~TripAdvisor~~Expedia from October 2016 to July ~~2013 to December 2015~~2019 and Liberty Broadband from June 2014 to December 2015. Previously, Mr. Baer served as Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated from May 2011 to December 2012. He served as Executive Vice President and General Counsel of Qwest Communications International Inc. from December 2002 to April 2011 and Chief Administrative Officer from August 2008 to April 2011.
~~Albert E. Rosenthaler~~ ~~Age: 56~~		~~Mr. Rosenthaler has served as~~ Chief Tax Officer of our company, ~~Liberty Interactive,~~Qurate Retail, Liberty TripAdvisor and Liberty Broadband ~~since~~from January 2016 to September 2016 and Liberty Expedia from March 2016 to September 2016. ~~He previously~~Prior to that, he served as a Senior Vice President of our company (including our predecessor) from May 2007 to December 2015, ~~Liberty Interactive~~Qurate Retail (including its predecessor) from April 2002 to December 2015, Liberty TripAdvisor from July 2013 to December 2015 and Liberty Broadband from June 2014 to December 2015.
~~Christopher W. Shean~~ ~~Age: 50~~		Mr. ~~Shean~~Rosenthaler has served as ~~the~~a director of Tripadvisor, Inc. since February 2016.
Brian J. Wendling Age: 48			Mr. Wendling has served as Chief Accounting Officer and Principal Financial Officer of our company, ~~and Liberty Interactive since November 2011~~Qurate Retail and Liberty Broadband since ~~June 2014. Mr. Shean~~January 2020 and July 2019, respectively. He has also served as Chief Accounting Officer and Principal Financial Officer of LMAC since November 2020. He previously served as aChief Accounting Officer and Principal Financial Officer of GCI Liberty from January 2020 and July 2019, respectively, to December 2020 as well as Senior Vice President and Controller of each of our company, ~~(including our predecessor)~~Qurate Retail and Liberty Broadband from ~~May 2007~~January 2016 to December ~~2015~~2019 and ~~the Controller~~GCI Liberty from ~~May 2007~~March 2018 to ~~October 2011. He~~December 2019. In addition, Mr. Wendling has served as a Senior Vice President of Liberty Interactive from January 2002 to December 2015, the Controller from October 2000 to October 2011 and a Vice President from October 2000 to January 2002. Mr. Shean also served as Senior Vice President and Chief Financial Officer of Liberty TripAdvisor since January 2016, and he previously served as Vice President and Controller of Liberty TripAdvisor from ~~July 2013 through~~August 2014 to December 2015. He previously served as Senior Vice President of Liberty Expedia from March 2016 to July 2019, and Vice President and Controller of Liberty Media (including its predecessor) from November 2011 to December 2015, Qurate Retail from November 2011 to December 2015 and Liberty Broadband from October 2014 to December 2015. Prior thereto, Mr. Wendling held various positions with Liberty Media and Qurate Retail and their predecessors since 1999. Mr. Wendling has served as a director of comScore, Inc. since March 2021.
Renee L. Wilm Age: 47			Ms. Wilm has served as Chief Legal Officer and Chief Administrative Officer since September 2019 and January 2021, respectively, of our company, Qurate Retail, Liberty TripAdvisor and Liberty Broadband, and Chief Legal Officer and Chief Administrative Officer of LMAC since November 2020 and January 2021, respectively. She previously served as Chief Legal Officer of GCI Liberty from September 2019 to December 2020. Ms. Wilm has served as a director of LMAC since January 2021. Prior to September 2019, Ms. Wilm was a Senior Partner with the law firm Baker Botts L.L.P., where she represented our company, Qurate Retail, 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. At Baker Botts, Ms. Wilm was a member of the Executive Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York office.

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Our executive officers will serve in such capacities until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office. There is no family relationship between any of our executive officers or directors, by blood, marriage or adoption, other than Evan D. Malone, who is the son of John C. Malone.

During the past ten years, none of ~~the above persons~~our directors and executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.

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Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~
Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. ~~Officers, directors and greater than ten-percent stockholders are required by SEC regulation to furnish us with copies of all Section 16 forms they file.~~

Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms ~~furnished~~filed with the SEC and written representations made to us ~~during~~by our ~~most recent fiscal year, or written representations that no Forms 5 were required,~~executive officers and directors, we believe that, during the year ended December 31, ~~2015,~~2020, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten-percent beneficial owners were met, with the exception of one ~~transaction,~~Form 4 reporting nine transactions by R. Ted Weschler, an ~~inadvertent acquisition of 34 shares of our then-existing Series A common stock, by Brian M. Deevy~~investment manager for Berkshire Hathaway Inc., that was filed on an untimely ~~reported in a~~basis and one Form 4 ~~in 2015.~~

reporting nine transactions by Berkshire Hathaway Inc. that was filed on an untimely basis.

Code of Ethics

We have adopted a code of business conduct and ethics that applies to ~~all~~our directors, officers, and employees of ~~our employees, directors and officers,~~Liberty Media, which constitutes our ~~"code~~“code of ~~ethics"~~ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act. Our code of business conduct and ethics is available on our website atwww.libertymedia.com.

Director Independence

It is our policy that a majority of the members of our board of directors be independent of our management. For a director to be deemed independent, our board of directors must affirmatively determine that the director has no direct or indirect material relationship with us. To assist our board of directors in determining which of our directors qualify as independent for purposes of Nasdaq rules as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of our board of directors follows ~~the Corporate Governance Rules of The Nasdaq Stock Market~~Nasdaq’s corporate governance rules on the criteria for director independence.

Our board of directors has determined that each of Robert R. Bennett, Derek Chang, Brian M. Deevy, M. Ian G. Gilchrist, David E. Rapley, Larry E. Romrell and Andrea L. Wong qualifies as an independent director of our company. In making its determination with respect to Mr. Deevy, our board noted that he previously served as head of RBC Capital Markets' Communications, Media & Entertainment Group until June 2015 and that RBC Capital Markets was providing services to Sirius XM during that time. The fees for these services are believed to be immaterial to RBC Capital Markets. Based on this review, our board determined that Mr. Deevy is independent of our company. Our board of directors also determined that Donne F. Fisher, who retired from our board of directors in June 2015, qualified as an independent director of our company during his service on our board.

Board Composition

As described above under ~~"Proposals~~“Proposals of Our ~~Board~~—Board—Proposal 1—1—The Election of Directors Proposal,"” our board is comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, science and technology, venture capital, investment banking, auditing and financial engineering. Our board is also chronologically diverse with our ~~members'~~members’ ages spanning four decades. For more information on our policies with respect to board candidates, see "—“— Committees of the Board of ~~Directors~~—Directors—Nominating and Corporate Governance ~~Committee"~~Committee” below.

Board Classification

As described above under “Proposals of our Board—Proposal 1—The Election of Directors Proposal,” our board of directors currently consists of ten directors, divided among three classes. Our board believes that its current classified structure, with directors serving for three-year terms, is the appropriate board structure for our company at this time and is in the best interests of our stockholders for the following reasons.

Long-Term Focus & Accountability

Our board believes that a classified board encourages our directors to look to the long-term best interest of our company and our stockholders, rather than being unduly influenced by the short-term focus of certain investors and special interests. In addition, our board believes that three-year terms focus director accountability on the board’s long-term strategic vision and performance, rather than short-term pressures and circumstances.

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Continuity of Board Leadership

A classified board allows for a greater amount of stability and continuity providing institutional perspective and knowledge to both management and less-tenured directors. By its very nature, a classified board ensures that at any given time there will be experienced directors serving on our board who are fully immersed in and knowledgeable about our businesses, including our relationships with current and potential strategic partners, as well as the competition, opportunities, risks and challenges that exist in the industries in which our businesses operate. We also believe the benefit of a classified board to our company and our stockholders comes not from continuity alone but rather from the continuity of highly qualified, engaged and knowledgeable directors focused on long-term stockholder interests. Each year, our nominating and corporate governance committee works actively to ensure our board continues to be comprised of such individuals.

Board Diversity

Our board understands and appreciates the value and enrichment provided by a diverse board. As such, we actively seek diverse director candidates (see “— Committees of the Board of Directors—Nominating and Corporate Governance Committee—Board Criteria”). Our board membership currently includes one director who identifies as female, two directors who identify as of Asian ancestry, one director who identifies as LGBTQ+ and one director who holds dual American and Canadian citizenship.

Board Leadership Structure

Our board has separated the positions of Chairman of the Board and Chief Executive Officer (principal executive officer). John C. Malone, one of our largest stockholders, holds the position of

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Chairman of the Board, leads our board and board meetings and provides strategic guidance to our Chief Executive Officer. Gregory B. Maffei, our President, holds the position of Chief Executive Officer, leads our management team and is responsible for driving the performance of our company. We believe this division of responsibility effectively assists our board in fulfilling its duties.

Board Role in Risk Oversight

The board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees. Our audit committee oversees management of financial risks and risks relating to potential conflicts of interest. Our compensation committee oversees the management of risks relating to our compensation arrangements with senior officers. Our nominating and corporate governance committee oversees the nomination of individuals with the judgment, skills, integrity, and independence necessary to oversee the key risks associated with ~~the independence of the board.~~our company, as well as risks inherent in our corporate structure. These committees then provide reports periodically to the full board. In addition, the oversight and review of other strategic risks are conducted directly by the full board.

The oversight responsibility of the board and its committees is enabled by management reporting processes that are designed to provide visibility to the board about the identification, assessment and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, legal and compliance, cybersecurity and other ~~risks.~~risks, including those related to material environmental and social matters such as climate change, human capital management, diversity, equity and inclusion, and community relations (together with governance concerns, ESG). Our management reporting processes include regular reports from our Chief Executive Officer, which are prepared with input from our senior management team, and also include input from our Internal Audit ~~group.~~

group and our Chief Portfolio Officer, who manages our company’s ESG efforts and remains in regular contact with senior ESG leaders across our portfolio of companies who provide feedback and disclosure on material issues. With our board’s oversight, we seek to collaborate across our portfolio of companies to drive best practices through regular ESG-focused internal meetings and discussions, including on topics such as ESG disclosure, diversity and inclusion, cybersecurity, and sustainability.

Environmental, Social and Corporate Governance Initiatives

Our company and our subsidiaries strive to create diverse, inclusive and supportive workplaces, with opportunities for employees to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between employees.

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At Liberty Media, our initiatives have focused on several ESG pillars, including community engagement, diversity, equity and inclusion, health and wellness and environmental stewardship. Our Liberty Gives Foundation, along with employee-gift matching, encourages and promotes charitable giving, and we provide our employees with paid time-off for volunteer work. In partnership with Colorado State University, in 2021 Liberty Media is supporting an academic student consulting project designed to strengthen students’ understanding of corporate environmental strategies. As we place a greater emphasis on diversity, equity and inclusion, we have added additional resources for our employees, such as fertility treatment benefits and gender-neutral paid parental leave. During the COVID-19 pandemic, we increased our mental health benefits offered to employees to include telehealth visits and virtual mental-health counseling. We recently completed our first full measurement of our company’s scope 1 and 2 greenhouse gas emissions, and have and implemented reductions in single use items and more sustainable and energy efficient systems in our on-site facilities.

Our wholly-owned subsidiaries have also adopted many initiatives to further promote their own ESG efforts. For example, as part of its focus on diversity and inclusion within its workforce, Braves Holdings has launched a program to provide space for employees to share perspectives, thoughts and insights and engage in thoughtful discussion with peers. Braves Holdings has also created fellowship programs to promote the hiring of diverse talent and accessibility within areas including baseball and baseball operations, data and analytics, scouting and executive leadership. Through its efforts to develop diversity within motorsport, Formula 1 seeks to find untapped, often under-represented talent from diverse areas. Formula 1 has also committed to a strong internship program and apprenticeship opportunities and will be seeking to provide scholarships to talented engineering students from diverse backgrounds. Also of great importance to our company and our wholly own subsidiaries is our commitment to environmental stewardship. Most notably, Formula 1 has undertaken a series of initiatives aimed at achieving carbon neutrality by 2030, eliminating waste at its events, and developing the world’s first 100% advanced sustainable fueled power units. In 2020, Formula 1 was awarded a three-star accreditation from the Fédération Internationale de l’Automobile, the governing body and regulator of world motorsport, for its sustainability efforts, the highest level of achievement possible.

In response to the COVID-19 pandemic, we and our subsidiaries implemented work place health and safety changes that we consider to be in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations. During the COVID-19 pandemic, many of our employees have been working from home, and we have implemented additional safety measures for employees continuing critical on-site work. Through these measures, as well as the additional mental health benefits offered to our employees, we believe we have been able to preserve our business continuity without sacrificing our commitment to keeping our employees safe during the COVID-19 pandemic. We have also worked closely with our portfolio of companies to collaborate and share best practices as we seek to respond to the pandemic and the risks it poses to our employees and workforce.

Committees of the Board of Directors

Executive Committee

Our board of directors has established an executive committee, whose members are John C. Malone, Gregory B. Maffei and Robert R. Bennett. Except as specifically prohibited by the General Corporation Law of the State of Delaware, the executive committee may exercise all the powers and authority of our board of directors in the management of our business and affairs, including the power and authority to authorize the issuance of shares of our capital stock.

Compensation Committee

Our board of directors has established a compensation committee, whose chairman is M. Ian G. Gilchrist and whose other members are David E. Rapley and Andrea L. Wong. See "—“—Director ~~Independence"~~Independence” above.

The compensation committee reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and our other executive officers. The compensation committee also reviews and approves the compensation of our Chief Executive Officer, Chief Legal Officer, Chief ~~Tax~~Administrative Officer, Chief Portfolio Officer, Chief Accounting Officer, Principal Financial Officer and Chief Corporate Development Officer, and oversees the compensation of the chief executive officers of our non-public operating subsidiaries. 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 ~~consultants~~consultant in determining or recommending amounts and/or forms of compensation, see ~~"Executive~~“Executive Compensation—Compensation Discussion and Analysis."

”

Our board of directors has adopted a written charter for the compensation committee, which is available on our website atwww.libertymedia.com.

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Compensation Committee Report

The compensation committee has reviewed and discussed with our management the ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” included under ~~"Executive Compensation"~~“Executive Compensation” below. Based on

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such review and discussions, the compensation committee recommended to our board of directors that the ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” be included in this proxy statement.


		Submitted by the Members of the Compensation Committee M. Ian G. Gilchrist David E. Rapley Andrea L. Wong ~~Submitted by the Members of the Compensation Committee~~ ~~M. Ian G. Gilchrist~~ ~~David E. Rapley~~ ~~Andrea L. Wong~~

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee during 2020 is or has been an officer or employee of our company, or has engaged in any related party transaction in which our company was a participant.

Nominating and Corporate Governance Committee

Our board of directors has established a nominating and corporate governance committee, whose chairman is David E. Rapley and whose other members are M. Ian G. Gilchrist, Larry E. Romrell and Andrea L. Wong. See "—“—Director ~~Independence"~~Independence” above.

The nominating and corporate governance committee identifies individuals qualified to become board members consistent with criteria established or approved by our board of directors from time to time, identifies director nominees for upcoming annual meetings, develops corporate governance guidelines applicable to our company and oversees the evaluation of our board and management.

Board Criteria. The nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity, values and judgment and should be committed to the long-term interests of our stockholders. To be nominated to serve as a director, a nominee need not meet any specific minimum criteria. As described in our corporate governance guidelines, director candidates are identified and nominated based on broad criteria, with the objective of identifying and retaining directors that can effectively develop the company’s strategy and oversee management’s execution of that strategy. In the director candidate identification and nomination process, our board seeks a breadth of experience from a variety of industries and from professional disciplines, along with a diversity of gender, ethnicity, age and other characteristics. When evaluating a potential director nominee, including one recommended by a stockholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to, the following:

•

independence from management;

•

his or her unique background, including education, professional experience, relevant skill sets and diversity of gender, ethnicity, age and other characteristics;

•

judgment, skill, integrity and reputation;

•

existing commitments to other businesses as a director, executive or owner;

•

personal conflicts of interest, if any; and

•

the size and composition of the existing board of directors, including whether the potential director nominee would positively impact the composition of the board by bringing a new perspective or viewpoint to the board of directors.

The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Director Candidate Identification Process. The nominating and corporate governance committee will consider candidates for director recommended by any stockholder provided that such recommendations are properly submitted. Eligible stockholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Corporate Secretary, Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. Stockholder recommendations must be made in accordance with our bylaws, as discussed under ~~"Stockholder Proposals"~~“Stockholder Proposals” below, and contain the following information:

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•

the name and address of the proposing stockholder and the beneficial owner, if any, on whose behalf the nomination is being made, and documentation indicating the number of shares of our common stock owned beneficially and of record by such person and the holder or holders of record of those shares, together with a statement that the proposing stockholder is recommending a candidate for nomination as a director;

•

the ~~candidate's~~candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a ~~candidate's~~candidate’s qualifications, as described below;

•

a statement detailing any relationship, arrangement or understanding between the proposing stockholder and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the proposing stockholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) of such proposing stockholder(s) or beneficial owner (each aProposing Person);

•

a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board of directors;

•

any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of such candidate as a director;

•

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•: a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;

•
•

a representation by each Proposing Person who is a holder of record of our common stock as to whether the notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder of record is entitled to vote at the annual stockholders meeting and intends to appear in person or by proxy at the annual stockholders meeting at which the person named in such notice is to stand for election;

•

a ~~signed~~written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and elected;

•

a representation as to whether the Proposing Person has received any financial assistance, funding or other consideration from any other person regarding the nomination (aStockholder Associated Person) (including the details of such assistance, funding or consideration); and

•

a representation as to whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing Person, any person to be nominated by the proposing stockholder or any Stockholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Person, its nominee, or any such Stockholder Associated Person.

In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing stockholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.

To be nominated to serve as a director, a nominee need not meet any specific minimum criteria. However, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity, values and judgment and should be committed to the long-term interests of our stockholders. When evaluating a potential director nominee, including one recommended by a stockholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to, the following:

•

~~independence from management;~~

•

~~his or her unique background, including education, professional experience and relevant skill sets;~~

•

~~judgment, skill, integrity and reputation;~~

•

~~existing commitments to other businesses as a director, executive or owner;~~

•

~~personal conflicts of interest, if any; and~~

•

The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The nominating and corporate governance committee does not have a formal policy with respect to diversity; however, our board and the nominating and corporate governance committee believe that it is important that our board members represent diverse viewpoints.

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When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, stockholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to our board of directors, it may recommend to the full board that ~~candidate's~~candidate’s nomination and election.

Prior to nominating an incumbent director for re-election at an annual meeting of stockholders, the nominating and corporate governance committee will consider the ~~director's~~director’s past attendance at, and participation in, meetings of the board of directors and its committees and the ~~director's~~director’s formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member.

In addition, the nominating and corporate governance committee will consider any outside directorships held by such individual. Given our company’s ownership interests in other public companies, our company and our board values the positions our directors and members of management hold on the boards of these entities, as they provide our company with unique

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insight and input into those businesses and their operations. The nominating and corporate governance committee also recognizes and values the benefits derived by our directors from their service on other public company boards, as such service provides our directors with diverse perspectives, in-depth industry knowledge and cross-industry insights, all of which enhance the knowledge base and skill set of our board as a whole.

The members of our nominating and corporate governance committee have determined that Messrs. ~~Malone, Bennett~~Deevy and ~~Gilchrist,~~Maffei and Ms. Wong, who are nominated for election at the annual meeting, ~~are~~continue to be qualified to serve as directors of our company and such nominations were approved by the entire board of directors.

Our board of directors has adopted a written charter for the nominating and corporate governance committee. Our board of directors has also adopted corporate governance guidelines, which were developed by the nominating and corporate governance committee. The charter and the corporate governance guidelines are available on our website atwww.libertymedia.com.

Audit Committee

Our board of directors has established an audit committee, whose chairman is Brian M. Deevy and whose other members are Derek Chang and Larry E. Romrell. Prior to April 2021, M. Ian G. Gilchrist ~~and Larry E. Romrell.~~also served as a member of the audit committee. See "—“—Director ~~Independence"~~Independence” above.

Our board of directors has determined that Mr. ~~Gilchrist~~Chang is an ~~"audit~~“audit committee financial ~~expert"~~expert” under applicable SEC rules and regulations. The audit committee reviews and monitors the corporate financial reporting and the internal and external audits of our company. The ~~committee's~~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~~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.

Our board of directors has adopted a written charter for the audit committee, which is available on our website atwww.libertymedia.com.

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Audit Committee Report

Each member of the audit committee is an independent director as determined by our board of directors, based on the listing standards of ~~The Nasdaq Stock Market.~~Nasdaq. Each member of the audit committee also satisfies the ~~SEC's~~SEC’s independence requirements for members of audit committees. Our board of directors has determined that Mr. ~~Gilchrist~~Chang is an ~~"audit~~“audit committee financial ~~expert"~~expert” under applicable SEC rules and regulations.

The audit committee reviews our financial reporting process on behalf of our board of directors. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Our independent auditor, KPMG LLP, is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles. Our independent auditor also expresses its opinion as to the effectiveness of our internal control over financial reporting.

Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited consolidated financial statements, as well as ~~management's~~management’s assessment of the effectiveness of our internal control over financial reporting and KPMG ~~LLP's~~LLP’s evaluation of the effectiveness of our internal control over financial reporting. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by the

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MANAGEMENT AND GOVERNANCE MATTERS

applicable requirements of the Public Company Accounting Oversight Board ~~Auditing Standard No. 16, Communications with Audit Committees,~~(the PCAOB) and the SEC, including that ~~firm's~~firm’s judgment about the quality of our accounting principles, as applied in its financial reporting.

KPMG LLP has provided our audit committee with the written disclosures and the letter required by the applicable requirements of the ~~Public Company Accounting Oversight Board~~PCAOB regarding KPMG ~~LLP's~~LLP’s communications with the audit committee concerning independence, and the audit committee has discussed with KPMG LLP that ~~firm's~~firm’s independence from the company and its subsidiaries.

Based on the reviews, discussions and other considerations referred to above, our audit committee recommended to our board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2020 (the 2020 Form 10-K), which was filed on February 26, ~~2016~~2021 with the SEC.


		Submitted by the Members of the Audit Committee Brian M. Deevy (June 2015–Present) Derek Chang (April 2021–Present) M. Ian G. Gilchrist (2013–March 2021) Larry E. Romrell (2013–Present) Other ~~Submitted by the Members of the Audit Committee~~ ~~Brian M. Deevy~~ ~~M. Ian G. Gilchrist~~ ~~Larry E. Romrell~~

~~Other~~

Our board of directors, by resolution, may from time to time establish other committees of our board of directors, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of our board of directors, subject to applicable law.

Board Meetings

During ~~2015,~~2020, there were ~~six~~ten meetings of our full board of directors, ~~no meetings~~two of our executive committee, ~~eleven~~five meetings of our compensation committee, one meeting of our nominating and corporate governance committee and ~~five~~six meetings of our audit committee.

Director Attendance at Annual Meetings

Our board of directors encourages all members of the board to attend each annual meeting of our stockholders. ~~Four~~Seven of the ~~eight~~nine directors then serving attended our ~~2015~~2020 annual meeting of stockholders.

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Stockholder Communication with Directors

Our stockholders may send communications to our board of directors or to individual directors by mail addressed to the Board of Directors or to an individual director c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All such communications from stockholders will be forwarded to our directors on a timely basis.

Stockholders are also encouraged to send communications to Liberty Media Investor Relations, which conducts robust stockholder engagement efforts for our company and provides our board with insight on stockholder concerns.

Executive Sessions

~~Under the Nasdaq's corporate governance rules,~~

In 2020, the independent directors ~~are required to meet in regularly scheduled~~of our company, then serving, met at three executive sessions without management participation.

Any interested party who has a concern regarding any matter that it wishes to have addressed by our independent directors, as a group, at an upcoming executive session may send its concern in writing addressed to Independent Directors of Liberty Media Corporation, c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. The current independent directors of our company are Robert R. Bennett, Derek Chang, Brian M. Deevy, M. Ian G. Gilchrist, David E. Rapley, Larry E. Romrell and Andrea L. Wong.

Hedging Disclosure

We do not have any practices or policies regarding the ability of our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.

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EXECUTIVE COMPENSATION

This section sets forth information relating to, and an analysis and discussion of, compensation paid by our company to the following persons (who we collectively refer to as ournamed executive officers):

•

John C. Malone, our Chairman of the Board;

•

Gregory B. Maffei, our President and Chief Executive Officer;

•

Brian J. Wendling, our Chief Accounting Officer and ~~President;~~

•

~~Christopher W. Shean, our Chief~~Principal Financial Officer; ~~and~~

•

~~Richard N. Baer and~~

Albert E. Rosenthaler, our ~~other two most highly compensated executive officers at the end of 2015.~~

This section does not give effect to the reclassification or any adjustments to the named executive officers' stock option, restricted stock or restricted stock unit awards in connection with the reclassification or the rights offering. References to LMCAChief Corporate Development Officer; and ~~LMCK in this section mean~~

•

Renee L. Wilm, our ~~Series A~~Chief Legal Officer and ~~Series C common stock as they existed prior to the reclassification.~~

Chief Administrative Officer.

Compensation Discussion and Analysis

Compensation Overview

Our compensation committee of our board of directors has responsibility for establishing, implementing and regularly monitoring adherence to our compensation philosophy. That 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. To that end, the compensation packages provided to the named executive officers (other than Mr. Malone) include significant performance-based bonuses and significant equity incentive ~~awards.~~

awards, including equity awards that vest multiple years after initial grant.

Our compensation committee seeks to approve a compensation package for each named executive officer that is commensurate with the responsibilities and proven or expected performance of that executive and that is competitive relative to the compensation packages paid to similarly situated executives in other companies. Our compensation committee does not engage in any regular benchmarking analysis; rather, it is familiar with the range of total compensation paid by other companies and uses this range as a guide to ensure that the named executive officers receive attractive compensation packages. Our compensation committee believes that our compensation packages should assist our company in attracting and retaining key executives critical to our long-term success.

~~Our feedback from stockholders on this pay philosophy has been positive.~~ At our ~~2015~~2018 annual stockholder meeting, stockholders representing ~~79.4%~~a majority of the aggregate voting power of Liberty Media present and entitled to vote on our say-on-pay proposal ~~approved,~~voted in favor of, on an advisory basis, our executive compensation as disclosed in our proxy statement for the ~~2015~~2018 annual meeting of stockholders. No material changes were implemented to our executive compensation program as a result of this vote. ~~In 2012, the~~At our 2018 annual stockholder meeting, stockholders ~~of our predecessor parent company (currently known as Starz,Old LMC~~) elected to hold a say-on-pay vote every three years and our board of directors adopted this as the frequency at which future say-on-pay votes would be held. At our 2021 annual stockholder meeting, we ~~assumed the results~~are submitting for stockholder consideration a proposal to approve, on an advisory basis, our executive compensation. See “Proposals of ~~that vote in connection with the spin-off in 2013 of our company from Old LMC (the~~Our Board—Proposal 3—The Say-On-Pay Proposal.”

~~LMC Spin-Off~~).

Services Agreements

In connection with prior spin-off or ~~split off~~split-off transactions involving our company ~~and Liberty Interactive,~~or Qurate Retail, we ~~have~~ entered into transitional services arrangements with each of ~~Liberty Interactive, Starz,~~Qurate Retail, Liberty Broadband, Liberty TripAdvisor, and GCI Liberty ~~TripAdvisor.~~(each a Service Company, or, collectively the Service Companies). Pursuant to these arrangements, our employees provide or provided services to ~~these companies~~the Service Companies and our company is reimbursed for the time spent serving these ~~companies.~~

~~Table~~Service Companies. During the year ended December 31, 2020, the weighted average percentage of ~~Contents~~each such named executive officer’s time that was allocated to our company was: Mr. Malone—75%; Mr. Wendling—

79%; Mr. Rosenthaler—81%; and Ms. Wilm—86%.

Qurate Retail

~~Liberty Interactive Corporation~~. We assumed a services agreement with ~~Liberty Interactive~~Qurate Retail in connection with the ~~LMC Spin-Off~~spin-off of our company from our predecessor parent company, which was amended in December 2019 (the~~LIC~~Qurate Retail Services Agreement) in connection with our compensation committee approving Mr. Maffei’s current five-year employment agreement (the 2019 Maffei Employment Agreement). ~~Pursuant~~We similarly also entered into amendments to the ~~LIC~~services agreements with the other Service Companies (as discussed further below). Under the amended services agreements, including the Qurate Retail Services Agreement, each Service Company establishes, and pays or grants directly to Mr. Maffei, its allocable portion of his annual performance-based cash bonus, his annual equity-based awards and his upfront awards, and reimburses us for its allocable portion of the other components of Mr. Maffei’s compensation, which amounts are therefore not reflected in the “Summary Compensation Table” below. Liberty Media’s allocated

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portion of Mr. Maffei’s annual compensation for 2020 was 44% and Qurate Retail’s allocated portion of Mr. Maffei’s compensation was 19%. For a description of the terms of the 2019 Maffei Employment Agreement, please see “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Maffei Employment Agreement.” In addition, pursuant to the Qurate Retail Services Agreement, in ~~2015, Liberty Interactive~~2020, Qurate Retail reimbursed us $8.8 million for the portion of the base salary and certain other compensation we paid to our other employees that was allocable to ~~Liberty Interactive~~Qurate Retail for estimated time spent by each such employee related to that ~~company. Liberty Interactive does not reimburse us~~company and for ~~time spent by Mr. Maffei on Liberty Interactive matters. Rather, Liberty Interactive pays Mr. Maffei directly pursuant to his employment agreement with Liberty Interactive.~~certain administrative and management services. The ~~2015~~2020 performance-based bonuses earned by the named executive officers offor services provided to our company were paid directly by our ~~company.~~company and the performance-based bonuses earned by the named executive officers for services provided to Qurate Retail were paid directly by Qurate Retail. During ~~2015,~~2020, the estimate of the allocable percentages of time spent performing services for ~~Liberty Interactive,~~Qurate Retail, on the one hand, and our company, on the other hand, were reviewed quarterly by our audit committee for appropriateness. The salaries, performance-based bonuses and certain perquisite information included in the ~~"Summary~~“Summary Compensation ~~Table"~~Table” below reflect the portion of the compensation paid by and allocable to Liberty Media and do not reflect the portion of the compensation allocable to ~~Liberty Interactive~~Qurate Retail and for which ~~Liberty Interactive~~Qurate Retail reimbursed Liberty Media under the ~~LIC~~Qurate Retail Services Agreement. During the year ended December 31, 2015, the weighted average percentage of each such named executive officer's time that was allocated to our company was: Mr. Malone—55%; Mr. Baer—50%; Mr. Rosenthaler—45%; and Mr. Shean—38%.

Other Services Agreements

~~Starz. In January 2013, we separated from Starz in the LMC Spin-Off.~~ In connection with each of the ~~LMC Spin-Off,~~August 2014 spin-off of Liberty TripAdvisor from Qurate Retail, our November 2014 spin-off of Liberty Broadband and the March 2018 acquisition and subsequent separation of GCI Liberty from Qurate Retail, we entered into a services agreement with Starz, pursuant to which Starz will compensate us for the portion of the salary and other cash compensation we pay to our employees, including our named executive officers (other than Mr. Maffei), that is allocable to Starz for time spent on matters related to Starz. The services agreement provides that a portion of Mr. Maffei's base salary will be allocable to Starz for time spent on matters related to Starz and provides that none of Mr. Maffei's performance-based bonus will be allocable to Starz. For the year ended December 31, 2015, we allocated to Starz 10% of Mr. Maffei's base salary and 5% of Mr. Rosenthaler's base salary, and we were compensated accordingly under the services agreement.

Liberty TripAdvisor, ~~Holdings. In August 2014,~~ Liberty ~~Interactive completed the spin-off of its subsidiary,~~Broadband and GCI Liberty, ~~TripAdvisor (theTripCo Spin-Off). In connection with the TripCo Spin-Off, Liberty Interactive requested that we enter into a services agreement with Liberty TripAdvisor,~~respectively, pursuant to which we ~~will~~ provide ~~to Liberty TripAdvisor~~or provided each of them certain administrative and management services, and ~~Liberty TripAdvisor will pay~~each of them pays or paid us a monthly management fee, the amount of which is subject to ~~semi-annual~~a quarterly review. For the year ended December 31, ~~2015,~~2020, Liberty TripAdvisor, Liberty Broadband and GCI Liberty accrued aggregate management fees of ~~$2,323,285~~$3.5 million, $4.9 million and $7.4 million, respectively, payable to our company under the relevant services agreement.

~~Liberty Broadband Corporation~~. In ~~November 2014, we completed~~December 2019, each of the ~~spin-off of our subsidiary, Liberty Broadband (theBroadband Spin-Off). In~~Service Companies’ services agreements were amended in connection with the 2019 Maffei Employment Agreement. Under the amended services agreements, our company is responsible for paying or providing annual base salary, perquisites and other employee benefits, severance benefits and certain reimbursements directly to Mr. Maffei, and a portion of these expenses are allocated to, and reimbursed by Liberty TripAdvisor, Liberty Broadband ~~Spin-Off, we entered into~~and, with respect to 2020, GCI Liberty. Liberty TripAdvisor’s, Liberty Broadband’s and GCI Liberty’s allocable portions of Mr. Maffei’s 2020 compensation were 5%, 18% and 14%, respectively. Under the amended services agreements, each of Liberty TripAdvisor and Liberty Broadband establishes, and pays or grants directly to Mr. Maffei, that company’s allocable portion of his annual performance-based cash bonus, his annual equity-based awards and his upfront awards, and reimburses Liberty Media for its allocable portion of the other components of Mr. Maffei’s compensation, which amounts are therefore not reflected in the “Summary Compensation Table” below, as described in more detail below in “—Executive Compensation Arrangements—Gregory B. Maffei.”

In December 2020, Liberty Broadband completed its acquisition of GCI Liberty in a stock-for-stock merger (the combination). The amended services agreement between GCI Liberty and Liberty Media was terminated, and GCI Liberty paid a termination fee of approximately $5.6 million to Liberty Media when the combination was completed pursuant to the terms of the amended services agreement. Prior to the termination of its amended services agreement with Liberty Media, GCI Liberty paid directly to Mr. Maffei its allocable portion of his annual performance-based cash bonus and granted directly to Mr. Maffei its allocable portion of his annual equity-based awards and his upfront awards, both of which were assumed by Liberty Broadband ~~pursuant~~and converted into Liberty Broadband awards when the combination was completed. In addition, prior to ~~which we will provide~~its termination, the amended services agreement provided for reimbursement payments by GCI Liberty to Liberty ~~Broadband certain administrative and management services, and Liberty Broadband will pay us a monthly management fee,~~Media for GCI Liberty’s allocable portion of the ~~amount~~other components of ~~which is subject to semi-annual review. For the year ended December 31, 2015, Liberty Broadband accrued aggregate management fees of $2,278,605 payable to our company under the services agreement.~~Mr. Maffei’s 2020 compensation.

Setting Executive Compensation

In making its compensation decision for each named executive officer (other than Mr. Malone), our compensation committee considers the following:

•

each element of the named executive ~~officer's historical~~officer’s compensation, including salary, performance-based bonus, equity compensation, perquisites and other personal benefits, and weights equity compensation most heavily;

•

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•: the financial performance of our company compared to internal forecasts and budgets;

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the scope of the named executive ~~officer's~~officer’s responsibilities;

•

the competitive nature of the compensation packages offered based on general industry knowledge of the media, telecommunications and entertainment industries and periodic use of survey information provided by Mercer (US) Inc. (Mercer); and ~~others; and~~

•

the performance of the group reporting to the named executive officer.

In addition, when setting compensation, our compensation committee considers the recommendations obtained from ~~our Chief Executive Officer~~Mr. Maffei as to all elements of the compensation packages of ~~Mr. Baer, Mr.~~Messrs. Wendling and Rosenthaler and ~~Mr. Shean.~~Ms. Wilm. To make these recommendations, ~~our Chief Executive Officer~~Mr. Maffei evaluates the performance and contributions of each such named executive officer. He also considers whether the pay packages afforded to such named executive officers are competitive and are aligned internally. He also evaluates the named executive ~~officer's~~officer’s performance against individual, department and corporate goals.

In December ~~2014,~~2019, our compensation committee approved ~~a new five-year employment agreement with Mr. Maffei (the2015~~the 2019 Maffei Employment Agreement,), which ~~sets~~established his compensation for the term of the agreement. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” below. Prior to entering into the ~~2015~~2019 Maffei Employment Agreement, our compensation committee ~~obtained~~reviewed information from Mercer with respect to chief executive officer compensation packages at ~~media,~~the companies described above (media, telecommunications, e-commerce and entertainment ~~companies~~companies) and discussed with Mercer alternative equity award structures.

Mr. ~~Malone's~~Malone’s compensation is governed by the terms of his employment agreement with our company. See "—“— Executive Compensation Arrangements—John C. Malone."

”

Elements of ~~2015~~2020 Executive Compensation

For ~~2015,~~2020, the principal components of compensation for the named executive officers (other than Mr. Malone) were:

•

base salary;

•

a one-time award of time-based restricted stock units granted to Mr. Maffei in connection with his offer to restructure his 2020 compensation and reduce his 2020 base salary in response to potential liquidity concerns at Liberty Media and the Service Companies resulting from the onset of the pandemic;

•

a performance-based bonus, payable in cash;

•

~~performance-based~~time-vested stock ~~option~~options and performance-based restricted stock ~~unit awards granted to Mr. Maffei;~~units;

•

stock option awards granted to Messrs. Rosenthaler and Shean consisting of (i) a multi-year stock option award to purchase 192,538 shares of LMCK that vest in equal increments on each of December 31, 2019 and 2020 and (ii) a stock option award to purchase 118,100 shares of LMCK that vest in equal installments on each of March 4, 2016, March 4, 2017 and March 4, 2018;

•

perquisites and other limited personal benefits;

•

in the case of Ms. Wilm, relocation expenses; and

•

deferred compensation arrangements.

Base Salary

Our compensation committee believes base salary should be a relatively smaller portion of each named executive officer’s overall compensation package, allowing for a greater portion to be performance based, thereby aligning the interests of our executives more closely with those of our stockholders. The base salaries of the named executive officers are reviewed on an annual basis (other than Messrs. Malone and Maffei, whose salaries are ~~governed~~set by their ~~respective~~ employment agreements), as well as at the time of any change in responsibilities. Typically, after establishing a named executive ~~officer's~~officer’s base salary, salary increases are limited to cost-of-living adjustments, adjustments based on changes in the scope of the named executive ~~officer's~~officer’s responsibilities, and adjustments to align the named executive ~~officer's~~officer’s salary level with those of our other named executive officers. ~~Our~~

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compensation committee believes base salary should be a relatively smaller portion of each named executive officer's overall compensation package, thereby aligning the interests of our executives more closely with those of our stockholders. Similarly, in accordance with the terms of his employment agreement, Mr. ~~Malone's~~Malone’s fixed cash compensation is limited.

After completion of the annual review in December ~~2014,~~2019, the ~~2015~~2020 base salaries of Messrs. ~~Baer,~~Wendling and Rosenthaler and ~~Shean~~Ms. Wilm were increased by 3%2%, reflecting a cost-of-living adjustment. ~~Additionally, in February 2015,~~For 2020, Mr. Maffei’s salary was increased to $3,000,000, as prescribed by the ~~base salaries for Messrs. Rosenthaler~~2019 Maffei Employment Agreement; however, due to potential liquidity concerns at Liberty Media and ~~Shean were further increased by 3% and 1%, respectively, to better align~~ the ~~base salaries~~Service Companies resulting from the onset of ~~our company's senior officers with~~ the ~~salaries of other senior officers with similar levels of responsibility. For 2015,~~pandemic, Mr. Maffei offered to waive and restructure a portion of his 2020 calendar year base salary. For the period from April 4, 2020 through December 31, 2020, Mr. Maffei waived the right to receive his base salary (except for amounts sufficient to cover health insurance, flexible spending contributions and certain taxes) and received grants of RSUs (as defined below) on April 14, 2020, from our company and each Service Company with an aggregate grant date value equal to one-half of the base salary ~~increase prescribed~~waived by Mr. Maffei. Such RSUs (as defined below) were allocated among us and each Service Company in accordance with the ~~2015~~2019 Maffei Employment ~~Agreement.~~Agreement and vested on December 10, 2020. The other half of Mr. Maffei’s base salary for the referenced period was forfeited pursuant to his waiver. Mr. Malone received no increase under the terms of his employment agreement.

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2020 Performance-based Bonuses

Overview.

For ~~2015,~~2020, our compensation committee adopted an annual, performance-based bonus program for each of ~~the named executive officers (other than Mr. Malone), which was structured to comply with Section 162(m) of the Internal Revenue Code (theCode~~).Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm. The ~~2015~~2020 bonus program was comprised of two components: a bonus amount payable based on each ~~participant's~~participant’s individual performance (theIndividual Performance Bonus) and a bonus amount payable based on the corporate performance of our company (theCorporate Performance Bonus). ~~No amounts would be payable~~

Pursuant to the 2019 Maffei Employment Agreement, Mr. Maffei was assigned a target bonus opportunity under ~~our 2015~~the performance-based bonus program ~~unless a minimum corporate performance was achieved:~~equal to $17 million in the ~~combined Adjusted OIBDA of Sirius XM and Braves Holdings, LLC (Braves Holdings), and a proportionate share of the equivalent measure of Adjusted OIBDA of Live Nation, for the year ended December 31, 2015 was required to exceed $500 million (theThreshold). If the Threshold was met, the notional bonus pool~~aggregate for our company ~~would be funded with 0.95%~~and each of the Service Companies. That bonus amount was split among, and payable directly by, ~~which such combined Adjusted OIBDA exceeded $500 million (the~~our company and each of the Service Companies, with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s compensation committee. In 2020, the portion of Mr. Maffei’s aggregate target bonus ~~pool). If the~~amount allocated to our company was 44% or $7,480,000. The portions of Mr. Maffei’s aggregate target bonus ~~pool~~amount allocated to each of Qurate Retail, GCI Liberty, Liberty Broadband and Liberty TripAdvisor were ~~insufficient to cover the aggregate~~19% (or $3,230,000), 14% (or $2,380,000), 18% (or $3,060,000) and 5% (or $850,000), respectively.

Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm were assigned by our compensation committee a maximum bonus ~~amounts of all participants (as described in more detail below), each participant's maximum bonus amount would be reduced pro rata, for all purposes~~opportunity under the ~~program, based upon his respective maximum~~performance-based bonus ~~amount.~~

~~For purposes of the bonus~~ program ~~Adjusted OIBDA is defined as revenue less cost of sales, operating expense and selling, general and administrative (SG&A~~) expense (excluding stock compensation). Sirius XM and Live Nation do not report Adjusted OIBDA information. As a result, we used Adjusted EBITDA as reported by Sirius XM and Adjusted Operating Income, or AOI, as reported by Live Nation, which are the most similar non-GAAP measures reported by Sirius XM and Live Nation, to determine their results. For a definition of Adjusted EBITDA as defined by Sirius XM, please see Sirius XM's Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 2, 2016. For a definition of AOI as defined by Live Nation, please see Live Nation's Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 25, 2016.

~~Each participant was assigned a maximum bonus~~ for each of Liberty Media and ~~Liberty Interactive.~~Qurate Retail. The maximum bonuses for ~~our participants~~the Liberty Media program were ~~as follows: Mr. Maffei—$4,803,750; Mr. Baer—$875,243;~~$14,960,000, $699,120, $1,557,365 and $1,303,073 for Messrs. Maffei, Wendling and Rosenthaler and ~~Shean—$850,000 (each participant's~~Ms. Wilm, respectively (the LMC Maximum ~~Bonus). Liberty Interactive established maximum bonuses for our participants in the same amounts (theLIC Maximum~~Performance Bonus). The ~~total~~bonus maximums were established by the compensation committee in March 2020 and were determined to be up to 200% of Mr. Maffei’s target annual bonus allocated to our company under the ~~LMC Maximum Bonus~~2019 Maffei Employment Agreement, up to 170% of base pay for Mr. Wendling, up to 200% of base pay for Mr. Rosenthaler and ~~the LIC Maximum Bonus will be referred~~up to ~~as theCombined Maximum Bonus~~.

~~To determine the LMC Maximum Bonus~~150% of base pay for Ms. Wilm. Qurate Retail also established maximum performance-based bonuses of $6,460,000, $164,330, $337,973 and $226,927 for each of Messrs. ~~Baer,~~Maffei, Wendling and Rosenthaler and ~~Shean, our compensation committee divided the base salary paid by our company in half, recognizing that the other half would be subject to~~Ms. Wilm, respectively. Each of GCI Liberty, ~~Interactive's bonus program. Our compensation committee then set the LMC Maximum Bonus at two times the quotient above. In February 2015, the LMC Maximum Bonus amount~~Liberty Broadband and Liberty TripAdvisor also established maximum performance-based bonuses for ~~each~~Mr. Maffei of ~~Messrs. Rosenthaler~~$4,760,000, $6,120,000 and ~~Shean was increased from 1.5 times to two times to align the compensation of our company's senior officers more closely. Mr. Baer's LMC Maximum~~

$1,700,000, respectively.

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Bonus amount is consistent with the percentage applied to him with respect to our previous performance-based bonus programs. Mr. Maffei's maximum bonus was set at five times the base salary paid by our company, which is consistent with the terms of the 2015 Maffei Employment Agreement.

~~Assuming the Threshold was met (and after taking into account any reductions associated with a shortfall in the bonus pool), each~~Each participant was entitled to receive from our company an amount (theLMC Maximum Individual Bonus) equal to ~~the LMC Allocable Time Percentage (as defined below) multiplied by~~ 60% of the ~~Combined~~LMC Maximum Performance Bonus for that ~~participant (theCombined Maximum Individual Bonus~~).participant. The LMC Maximum Individual Bonus was subject to reduction based on a ~~subjective~~ determination of the ~~participant's~~participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of our company. ~~TheLMC Allocable Time Percentage~~Under Qurate Retail’s corollary program (and, for ~~each participant is equal to~~Mr. Maffei, the difference between 100% and the percentage of such participant's time that was spent performing services for Liberty Interactive under the LIC Services Agreement, as determined by our compensation committee for purposescorollary programs of the ~~payment of bonuses: 55% as to Mr. Maffei; 50% as to Mr. Baer; 45% as to Mr. Rosenthaler; and 38% as to Mr. Shean. Under Liberty Interactive's corollary program,~~other Service Companies), each participant was entitled to receive from ~~Liberty Interactive an amount~~Qurate Retail a maximum individual bonus equal to ~~the remaining portion~~60% of ~~the Combined Maximum Individual Bonus,~~his or her Qurate Retail maximum performance bonus subject to reduction based on a ~~subjective~~ determination of the ~~participant's~~participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of Qurate Retail (and, for Mr. Maffei, on behalf of each other Service Company). Under the corollary programs of each of Liberty ~~Interactive.~~Broadband, GCI Liberty and Liberty TripAdvisor, Mr. Maffei was entitled to receive from the applicable Service Company a maximum individual bonus equal to 100% of his maximum performance bonus established by the applicable Service Company, subject to reduction based on a determination of Mr. Maffei’s achievement of qualitative criteria established with respect to the services to be performed by him on behalf of that Service Company. Our compensation committee believes this construct was appropriate in light of the ~~LIC~~Qurate Retail Services Agreement, the services agreements with the other Service Companies and the fact that each participant splits his or her professional time and duties.

~~Also, assuming the Threshold was met (and after taking into account any reductions associated with a shortfall in the bonus pool), each~~Each participant was entitled to receive from our company an amount (theLMC Maximum Corporate Bonus) equal to ~~the LMC Corporate Percentage (as defined below) multiplied by~~ 40% of his ~~Combined~~or her LMC Maximum Performance Bonus, ~~(theCombined Maximum Corporate Bonus~~), subject to reduction based on a ~~subjective~~ determination of the corporate performance of our company. ~~TheLMC Corporate Percentage~~ ~~was determined by reference~~Qurate Retail has a corollary program pursuant to ~~the historical relative market capitalizations of our company and Liberty Interactive. Under Liberty Interactive's corollary program,~~which each participant was entitled to receive from ~~Liberty Interactive an amount (theLIC Maximum Corporate Bonus) equal to the remaining portion~~Qurate Retail a bonus that is 40% of the ~~Combined Maximum Corporate Bonus,~~Qurate Retail maximum bonus, which was subject to reduction based on a ~~subjective~~ determination of the corporate performance of ~~Liberty Interactive.~~Qurate Retail.

In December ~~2015,~~2020, our compensation committee, ~~and~~ the ~~Liberty Interactive~~Qurate Retail compensation committee ~~collaborated in their review~~and, with respect to Mr. Maffei, the compensation committees of the other Service Companies, reviewed contemporaneously our respective named executive ~~officers'~~officers’ individual performance ~~criteria~~ and, ~~their review of each company's~~with respect to our company and Qurate Retail, corporate performance ~~metrics.~~under each company’s program. Notwithstanding this ~~collaborative~~joint effort, our compensation committee retained sole and exclusive discretion with respect to the approval of award terms and amounts payable under our bonus program.

Also, in December 2015, our compensation committee determined that the combined Adjusted OIBDA for Sirius XM, and Braves Holdings, and a proportionate share of the equivalent measure of Adjusted OIBDA of Live Nation, was approximately $1.85 billion using the formula described above, exceeding the Threshold by approximately $1.35 billion, thereby creating a notional bonus pool of approximately $12.81 million, which exceeded the amount necessary to cover the aggregate maximum bonus amounts of all the participants and enabling each participant to receive a bonus of up to his maximum bonus amount.

Individual Performance Bonus. Our compensation committee ~~then~~ reviewed the individual performance of each participant to determine the reductions that would apply to each ~~participant's~~participant’s LMC Maximum Individual Bonus. Our compensation committee took into account a variety of factors, without assigning a numerical weight to any single

LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 37

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performance measure. This determination was based on reports ofto our board, the observations of committee members throughout the year, executive

~~Table of Contents~~

self-evaluations and, with respect to the participants other than Mr. Maffei, the observations and input of Mr. Maffei. In evaluating the performance of each of the participants for determining the reduction that would apply to ~~the~~each named executive officer’s LMC Maximum Individual Bonus, ~~our compensation committee considered~~ the ~~various~~following performance objectives related to our company which had been assigned to each participant for ~~2015, including:~~

2020 were considered:

~~Individual~~	~~Performance Objectives~~
Individual		Performance Objectives
Gregory B. Maffei		• Provide leadership to management team to drive strategies, further enhance brand and increase shareholder value • Support F1 management and SiriusXM management in strategic initiatives • Pursue synergistic acquisitions • Assist F1 and SiriusXM with succession plans and hiring of key executives • Pursue optimal capital structure for our company
	and subsidiaries, including development of additional capital funding strategies • Assist with strategy and succession planning at our company and subsidiaries; support development of our company’s management team • Oversee extension of Braves stadium development • Develop ~~strategic initiatives~~ESG program for our company ~~assist subsidiaries and equity affiliates with strategic initiatives~~
	• ~~Increase stake in Live Nation~~
Brian J. Wendling		• ~~Support~~ Ensure timely and accurate internal and external financial reports • Continued development and ~~goals~~training of accounting, reporting and internal audit staff • Assist other executives in accounting and financial related due diligence on potential acquisition targets and strategic investments • Assist treasury and management ~~team~~ on evaluation of capital structures and capital allocation • Assist with financial, accounting and compliance matters at our subsidiaries
	• ~~Achieve company financial goals~~
~~Richard N. Baer~~	• ~~Provide sound and timely advice to senior management and board on key issues~~
	• ~~Provide effective legal support in connection with mergers, acquisitions, investments and other transactional matters~~
	• ~~Oversee briefing and oral argument of Vivendi appeal and explore and, if possible, negotiate settlement~~
	• ~~Facilitate, along with other members of senior management team, sound approach to governance and compliance~~
	• ~~Provide legal support to, and assess and appropriately manage significant legal matters of, subsidiaries and controlled companies~~
Albert E. Rosenthaler		• ~~Continue legislative~~ Lead corporate development efforts,
	including efforts at F1, SiriusXM and our company • ~~Provide effective tax counsel~~ Identify possible acquisition targets; provide analysis and ~~advice on strategic initiatives~~
	evaluation of potential transactions • ~~Obtain closing agreement from the IRS in connection~~ Assist with ~~the Liberty Broadband Spin-Off~~
	creation and promotion of a special purpose acquisition company • ~~Obtain full or partial acceptance letter from IRS for 2014 Compliance Assurance Process~~
	• ~~Train~~ Oversee, train and develop internal tax staff • Increase staffing as needed and oversee personal and departmental growth of corporate development team
~~Christopher W. Shean~~
Renee L. Wilm		• ~~Support Chief Executive Officer in pursuit of optimal capital structure for~~ Oversee enhanced risk management and compliance efforts • Oversee executive recruiting and talent development at our company and assist with succession planning at F1 and SiriusXM • Support corporate development in the evaluation of acquisition targets and strategic investments • Assist with creation and promotion of a special purpose acquisition company • Support subsidiary legal departments with regard to litigation, corporate and compliance matters • Support treasury and management in evaluation of capital structures and capital allocation, including liquidity concerns resulting from the coronavirus pandemic • Support development of ESG initiative • Oversee restructuring of coordinated government affairs program
	• ~~Work with Chief Executive Officer on initiatives to improve our liquidity position and achieve company financial goals~~
	• ~~Explore opportunities to maximize value of Braves Holdings~~
	• ~~Assess and optimize functionality of financial reporting team~~
	• ~~Train and develop internal finance staff~~

Our compensation committee then considered the time allocated and services provided by each named executive officer to (i) our company, or (ii) the applicable Service Company. See “—Services Agreements” above.

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~~Table of Contents~~EXECUTIVE COMPENSATION

Following a review of the ~~participants' performance,~~above, our compensation committee determined to pay each participant the following portion of his or her LMC Maximum Individual Bonus:

Name	LMC Maximum Individual Bonus			Percentage Payable		Aggregate Dollar Amount
Gregory B. Maffei		$	8,976,000		87.5%		$	7,854,000
Brian J. Wendling		$	409,275		81.25%		$	332,536
Albert E. Rosenthaler		$	921,134		81.25%		$	748,421
Renee L. Wilm		$	789,480		87.5%		$	690,795

Name
LMC Maximum
Individual Bonus Percentage
Payable Aggregate
Dollar Amount
Gregory B. Maffei
$ 3,170,476 81.3 % $ 2,576,011
Richard N. Baer
$ 525,146 81.3 % $ 426,681
Albert E. Rosenthaler
$ 459,000 87.5 % $ 401,625
Christopher W. Shean
$ 387,600 81.3 % $ 314,925

Corporate Performance Bonus. Our compensation committee then made a ~~subjective~~ determination as to the ~~reductions~~portion, if any, that would ~~apply~~be payable to each ~~participant's~~participant for his or her LMC Maximum Corporate Bonus. In making this determination, our compensation committee first reviewed forecasts of ~~2015~~2020 Adjusted OIBDA (defined as revenue less cost of sales, operating expense and selling, general and administrative expense (excluding stock compensation)), revenue and free cash flow ~~(as defined below)~~(financial measures) for ~~Sirius XM~~SiriusXM, Braves Holdings, LLC (Braves Holdings) and ~~Braves Holdings,~~Formula 1, and a proportionate share of Live Nation, all of which forecasts were prepared in December ~~2015 and are set forth in~~2020. In order to receive any portion of the ~~table below. Also set forth in the table below are the corresponding actual~~corporate performance bonus associated with financial measures, ~~achieved for 2015, which were within one percent~~we would need to recognize a minimum of ~~our forecasts, except that actual~~$14.3 billion, $3.3 billion and $2.3 billion in revenue, Adjusted OIBDA and free cash flow, ~~was 107.4%~~respectively. Due to the financial impact of the ~~forecast. In determining whether any reductions would be made to~~coronavirus pandemic, resulting in the ~~LMC Maximum Corporate Bonus payable to each participant,~~cancellation of Formula 1 races, cancellation of certain Braves baseball games and limited in person attendance at other games, and cancellation of Live Nation events, none of the financial measures approved by our compensation committee ~~weighted~~in March 2020, prior to the onset of the coronavirus pandemic, were achieved. However, when approving the performance-based bonus program in March 2020, our compensation committee reserved the right to adjust corporate performance ~~metrics as follows: 25% attributable~~criteria to ~~revenue growth, 50% attributable to Adjusted OIBDA growth~~reflect the impact of extraordinary economic events and ~~25% attributable to growth in free cash flow.~~

(dollar amounts in millions)
2015
Forecast 2015
Actual Actual /
Forecast
Revenue(1)
$ 7,123.1 $ 7,216.0 101.3 %
Adjusted OIBDA(1)
$ 1,848.0 $ 1,855.0 100.4 %
Free Cash Flow(1)(2)
$ 1,263.3 $ 1,357.3 107.4 %

~~(1)~~: Revenue, Adjusted OIBDA and Free Cash Flow information represent the summation for Sirius XM, and Braves Holdings, and a proportionate share of Live Nation. Includes our share of Live Nation's revenue, Adjusted OIBDA (or comparable measure) and Free Cash Flow (or comparable measure) at ownership levelsfinancial market volatility, including the impact of ~~the forward contract through 2/9/15, which was the percentage used for approving the 2015 performance bonus program.~~
~~(2)~~: ~~Defined for purposes of the bonus program as Adjusted OIBDA less all other operating and investing items.~~

COVID-19.

~~Based on a review of these forecasts,~~

In December 2020, our compensation committee determined to assess corporate performance based on achievements other than pre-COVID financial measures that were deemed to be reflective of the ~~growth metrics were achieved~~intended incentive effect of the performance-based bonus program and recognized the strong performance of the management team navigating the challenges presented throughout 2020. These achievements included the following events:

•

Reattribution of assets between Formula One Group and Liberty SiriusXM Group, consolidating music assets in the same tracking stock and creating significant liquidity at Formula One Group

•

Completion of a rights offering within the Liberty SiriusXM Group

•

Strategic assistance to Formula 1, Braves Holdings, Live Nation and SiriusXM in the areas of treasury and tax support

•

Launch of a Liberty Media-sponsored Special Purpose Acquisition Company (SPAC) with strong investor response

In addition, for Messrs. Wendling and Rosenthaler and Ms. Wilm, our compensation committee also considered corporate achievements involving GCI Liberty, Liberty Broadband and Liberty TripAdvisor (including the successful completion of the merger between GCI Liberty and Liberty Broadband and the March 2020 preferred stock investment in Liberty TripAdvisor) since a portion of the corporate performance bonus paid by us was charged to the ~~extent described below:~~

Service Companies through their respective amended service agreements with us.

~~Growth Factor~~		~~Liberty Media Corporation~~

~~Revenue~~		~~25% of a possible 25%~~
~~Adjusted OIBDA~~		~~50% of a possible 50%~~
~~Free Cash Flow~~		~~25% of a possible 25%~~

~~Table~~After review of ~~Contents~~

~~Our~~corporate performance outside of financial measures, our compensation committee ~~then used its subjective discretion~~determined to ~~translate the achievement of these growth metrics into a percentage payable to~~pay each participant 65% of his or her LMC Maximum Corporate Bonus, as follows:

Name	LMC Maximum Corporate Bonus			Percentage Payable		Aggregate Dollar Amount
Gregory B. Maffei		$	5,984,000		65%		$	3,889,600
Brian J. Wendling		$	289,845		65%		$	188,399
Albert E. Rosenthaler		$	636,230		65%		$	413,550
Renee L. Wilm		$	513,593		65%		$	333,836

Name
LMC Maximum
Corporate Bonus Percentage
Payable Aggregate
Dollar Amount
Gregory B. Maffei
$ 1,569,816 100 % $ 1,569,816
Richard N. Baer
$ 286,020 100 % $ 286,020
Albert E. Rosenthaler
$ 277,771 100 % $ 277,771
Christopher W. Shean
$ 277,771 100 % $ 277,771

Aggregate Results.~~Aggregate Results~~. The following table presents information concerning the aggregate ~~2015~~2020 performance-based bonus amounts payable to each named executive officer by our company (other than Mr. Malone), after giving effect to the determinations described above.

Name
Individual
Performance
Bonus Corporate
Performance
Bonus Total Bonus
Gregory B. Maffei
$ 2,576,011 $ 1,569,816 $ 4,145,828
Richard N. Baer
$ 426,681 $ 286,020 $ 712,701
Albert E. Rosenthaler
$ 401,625 $ 277,771 $ 679,396
Christopher W. Shean
$ 314,925 $ 277,771 $ 592,696

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Name	Individual Performance Bonus			Corporate Performance Bonus			Total Bonus
Gregory B. Maffei		$	7,854,000		$	3,889,600		$	11,743,600
Brian J. Wendling		$	332,536		$	188,399		$	520,935
Albert E. Rosenthaler		$	748,421		$	413,550		$	1,161,971
Renee L. Wilm		$	690,795		$	333,836		$	1,024,631

Our compensation committee then noted that, when combined with the total ~~2015~~2020 performance-based bonus amounts paid by ~~Liberty Interactive~~Qurate Retail (and, with respect to Mr. Maffei, the other Service Companies) to the overlapping named executive officers, ~~each of our named executive officers~~Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm received ~~the following portion of his respective Combined Maximum Bonus:~~

Name
Combined
Maximum Bonus Combined
Percentage Paid
Gregory B. Maffei
$ 9,607,502 84.6 %
Richard N. Baer
$ 1,750,486 84.6 %
Albert E. Rosenthaler
$ 1,700,000 88.3 %
Christopher W. Shean
$ 1,700,000 84.6 %

$27,917,713, $664,867, $1,459,432 and $1,235,493, respectively. For more information regarding these bonus awards, please see the ~~"Grants~~“Grants of Plan-Based ~~Awards"~~Awards” table below.

Equity Incentive Compensation

The Liberty Media Corporation 2017 Omnibus Incentive Plan, as amended, (the

~~The~~2017 incentive plan) provides, and prior to its expiration, the Liberty Media Corporation 2013 Incentive Plan (Amended and Restated as of March 31, 2015), as amended (the2013 incentive plan) ~~provides~~provided, for the grant of a variety of incentive awards, including stock options, restricted shares, restricted stock units (RSUs), stock appreciation rights and performance awards. Our compensation committee has a preference for grants of stock-based incentive awards ~~(restricted stock units,~~(RSUs, restricted stock and options) as compared with cash incentive awards based on the belief that they better promote retention of key employees through the continuing, long-term nature of an equity investment. It is the policy of our compensation committee that stock options be awarded with an exercise price equal to fair market value on the date of grant, typically measured by reference to the closing price on the grant date.

In the past, except for the 2014 stock option grants from Liberty Broadband and Liberty TripAdvisor to Mr. Maffei, ~~Performance-based Equity Awards. In December 2014, we entered into~~our company has not allocated any portion of the ~~2015~~costs of the named executive officers’ equity awards to Liberty Broadband, Liberty TripAdvisor or GCI Liberty. After the closing of the transactions that resulted in Qurate Retail acquiring a controlling equity interest in GCI Liberty that was subsequently split-off, our compensation committee reviewed this practice and determined that it would be appropriate to request each of these entities to grant a portion of the equity awards granted to our named executive officers. Our compensation committee determined to allocate to each of Qurate Retail, Liberty Broadband, Liberty TripAdvisor and GCI Liberty a proportionate share of the aggregate equity grant value given to each named executive officer based 50% on relative market capitalization and 50% on relative time spent by our company’s employees working for such issuer. With respect to awards made to Mr. Maffei in 2020, the 2019 Maffei Employment Agreement ~~which~~provides that Mr. Maffei’s aggregate annual equity award value will be granted across all the companies by our compensation committee and the compensation committees of Qurate Retail, Liberty TripAdvisor, Liberty Broadband and GCI Liberty based on two factors, each weighted 50%: (i) the relative market capitalization of each series of stock of each company and (ii) the average of (a) the percentage allocation of time for all Liberty Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all companies, unless a different allocation method is agreed.

Maffei Annual Equity Awards. The 2019 Maffei Employment Agreement provides Mr. Maffei with the opportunity to earn annual equity ~~incentive~~ awards during the employment term. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” for additional information about the annual awards ~~to be~~ provided under the ~~2015~~2019 Maffei Employment Agreement.

~~Table of Contents~~

~~For 2015, our compensation committee adopted an annual, performance-based equity award program for Mr. Maffei pursuant to~~When structuring the 2015 Maffei Employment Agreement. That program was intended to comply with Section 162(m) of the Code so that the annual awards would be determined to be performance-based compensation. In accordance with the 20152019 Maffei Employment Agreement, our compensation committee ~~granted performance equity awards~~considered a number of factors including the amount and structure of CEO compensation packages provided by companies in ~~March 2015 in the grant values specified by the 2015 Maffei Employment Agreement (theLMC Target Equity Awards), which awards would be vested by~~ our industry, companies of comparable size and complexity, and companies that may compete with our company for executive talent. The compensation committee ~~by March 15, 2016, if~~also considered the strategic direction and ~~to the extent earned by Mr. Maffei. Consistent with the 2015 Maffei Employment Agreement, after reviewing the relative market capitalizations~~goals of our company and ~~Liberty Interactive,~~considered how best to incent achievement of those objectives. To further align Mr. Maffei’s interests with those of the other stockholders, the compensation committee structured his annual equity award grants as either option awards or performance-based restricted stock units with meaningful payout metrics determined annually. This structure was designed to provide for alignment of interests with the company’s stockholders and flexibility to the compensation committee to incent achievement of strategic objectives that may change or evolve over the term of the agreement.

The 2019 Maffei Employment Agreement provided that Mr. Maffei was entitled to receive from our company and the Service Companies in 2020 a combined target value equity award of $17.5 million comprised of time-vested stock options, performance-based restricted stock units or a combination of award types, at Mr. Maffei’s election.

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EXECUTIVE COMPENSATION

In 2020, our compensation committee ~~determined that $6,510,400~~granted time-vested stock options to Mr. Maffei in initial grant value would be issued as LMC Target Equity Awards. Liberty Interactive's compensation committee likewise determined that $9,489,600 in initial grant value would be issued as Liberty Interactive target performance equity awards, for a combined initial target grant value fromsatisfaction of our obligations under the ~~two companies of $16 million. Under the 2015~~2019 Maffei Employment Agreement for 44.0% of Mr. ~~Maffei has the right, with certain limitations, to designate the percentage of such~~Maffei’s aggregate annual equity award value ~~he will receive in the form of restricted stock units and stock options. Mr. Maffei elected to receive 80% of his LMC Target Equity Awards in the form of~~for 2020, or $7,700,000. Our compensation committee believes that time-vested stock options are consistent with its philosophy of aligning 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. In accordance with the agreed upon allocation, $2,800,000 was granted in FWONK awards, $4,025,000 was granted in LSXMK awards, and ~~elected to receive the balance~~$875,000 was granted in ~~the form of restricted stock units.~~BATRK awards.

~~Accordingly, in March 2015,~~As a result, our compensation committee ~~approved~~granted to Mr. Maffei 387,603 LSXMK time-vested options (the 2020 Maffei LSXMK options), 246,310 FWONK time-vested options (the 2020 Maffei FWONK options), and 136,528 BATRK time-vested options (the 2020 Maffei BATRK options, and collectively with the 2020 Maffei LSXMK options and the 2020 Maffei FWONK options, the 2020 Maffei Annual Options). The 2020 Maffei LSXMK options, 2020 Maffei FWONK options and 2020 Maffei BATRK options had a grant date of ~~LMC Target Equity Awards of 418,414 stock options to purchase shares of LMCK with~~March 11, 2020, a term of seven years, ~~(the2015 Annual Options~~) and ~~33,527 restricted~~a base price of $39.87, $28.61 and $20.07, respectively, which was the closing price of LSXMK, FWONK and BATRK on the grant date. In addition, the stock ~~units with respect~~options vested in full on December 31, 2020, and were subject to ~~shares of LMCK (the2015 Annual RSUs). Our compensation committee then~~other applicable terms and conditions for option grants as set ~~a maximum grant value payout of the annual performance awards based on our company's relative market capitalization of $9,765,600 (theLMC 162(m) Maximum~~) and Liberty Interactive's compensation committee similarly set a maximum grant value payout of $14,234,400, for a combined maximum payout of $24 million. Any payout of an equity award by our company above $6,510,400 would be in our compensation committee's sole discretion, would be issuedforth in the ~~first quarter of 2016, and would vest immediately after grant (anLMC Above-Target Award~~).

~~The LMC Target Equity Awards were earned and vested based on achievement of objective metrics that were designed to qualify the payment as performance-based compensation under Section 162(m) (the162(m) objective metrics). Subject to Mr. Maffei's right under the 2015~~2019 Maffei Employment Agreement to receive a guaranteed portion of the LMC Target Equity Awards upon achievement of the 162(m) objective metrics, our compensation committee considered whether to use its negative discretion to reduce the award earned under the 162(m) objective metrics. For the reasons discussed below, our compensation committee determined in March 2016 that the full amount of the LMC Target Equity Awards would vest and that an additional $589,600 of LMC Above-Target Awards would be granted and vested.Agreement.

~~162(m) Objective Metrics~~. Our compensation committee selected the following 162(m) objective metrics for the LMC Target Equity Awards: revenue growth, Adjusted OIBDA growth and free cash flow as compared to budget at each of Sirius XM, Braves Holdings and a proportionate share of Live Nation. For purposes of the LMC Target Equity Awards, Adjusted OIBDA is defined as revenue less cost of sales, operating expense and SG&A (excluding stock compensation). Sirius XM and Live Nation do not report Adjusted OIBDA information. As a result, we used Adjusted EBITDA as reported by Sirius XM and AOI as reported by Live Nation, which are the most similar non-GAAP measures reported by these companies, to determine their results. For a definition of Adjusted EBITDA as defined by Sirius XM, please see Sirius XM's Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 2, 2016. For a definition of AOI as defined by Live Nation,

~~Table of Contents~~

~~please see Live Nation's Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 25, 2016.~~

Sirius XM
(weighted 82%) Braves Holdings
(weighted 6%) Live Nation
(weighted 12%)

Revenue Adjusted
OIBDA Free
Cash
Flow(1) Revenue Adjusted
OIBDA Free
Cash
Flow(1) Revenue Adjusted
OIBDA Free
Cash
Flow(1)

(dollars in millions)

Metric weighting
25 % 50 % 25 % 25 % 50 % 25 % 25 % 50 % 25 %
Percentage achieved
9.30 % 12.99 % 106.91 % (2.88 )% 155.55 % 159.61 % 10.75 % 10.99 % 97.57 %
Vesting percentage
100.00 % 100.00 % 93.80 % 0.00 % 31.10 % 100.00 % 100.00 % 100.00 % 74.60 %
Weighted average vesting
98.46 % 40.56 % 93.65 %
Total weighted vesting percentage
94.40 %

~~(1)~~: Defined for purposes of the LMC Target Equity Awards as Adjusted OIBDA less capital expenditures, cash taxes, other operating payments, such as channel placement fees and minority interest dividends, and positive or negative movements in working capital.

Based on this financial performance, our compensation committee determined and certified that it could award a maximum number of 2015 LMC Target Equity Awards and Above Target Awards equaling a grant value of $9,219,156, which was 94.40% of the LMC 162(m) Maximum. Our compensation committee then considered whether to reduce such maximum payout of $9,219,156 and determined to do so based on a combination of objective, subjective and discretionary criteria that had been established in March 2015. In March 2016, our compensation committee reviewed Mr. Maffei's performance to determine the extent to which he would vest in his LMC Target Equity Awards and any LMC Above-Target Awards. Our compensation committee took into account a variety of factors, without assigning a numerical weight to any single individual performance metric, to assess Mr. Maffei's performance in respect of Sirius XM, Braves Holdings, Live Nation and our other investments. Our compensation committee considered in its evaluation reports from our board, the observations of committee members throughout the year and an executive self-evaluation. Our compensation committee also considered the criteria below in evaluating Mr. Maffei's performance:

~~Individual Performance Metrics~~

•: ~~Total stockholder return as compared to peer groups and the S&P 500;~~
•: ~~Leadership ability;~~
•: ~~Successful pursuit of merger, acquisition and divestiture opportunities;~~
•: ~~Successful financial engineering efforts;~~
•: ~~Management succession planning efforts;~~
•: ~~Successful accomplishment of annual goals in the performance-based bonus program; and~~
•: ~~Year-over-year improvement in the fair market value of our investments in subsidiary assets.~~

Following a review of Mr. Maffei's performance, our compensation committee approved full vesting of Mr. Maffei's LMC Target Equity Awards and approved granting $589,600 of grant value of LMC Above-Target Awards. Our compensation committee believed it appropriate to grant these awards due to the successful achievement of the above-listed metrics and the superior financial performance of our significant subsidiaries during 2015. Pursuant to his right to do so under the 2015 Maffei Employment Agreement, Mr. Maffei elected to receive the LMC Above-Target Awards in the form of LMCK stock options. Accordingly, our compensation committee approved an additional award of

~~Table of Contents~~

61,355 LMCK stock options in March 2016 with a grant value of $589,600. In the aggregate, Mr. Maffei vested in 479,769 stock options to purchase LMCK shares (including the LMC Above-Target Awards), and 33,527 shares of LMCK with respect to the vesting of his 2015 Annual RSUs. The aggregate initial grant value of these awards was $7,100,000. For more information regarding the ~~LMC Target Equity Awards, please~~equity awards, see the ~~"Grants~~“Grants of Plan-Based ~~Awards"~~Awards” table ~~below.~~

below; “—Executive Compensation—Compensation Discussion and Analysis—Elements of 2020 Executive Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards” in Qurate Retail’s Definitive Proxy Statement on Schedule 14A with respect to its 2021 annual meeting of stockholders; “—Executive Compensation—Compensation Discussion and Analysis—Elements of 2020 Executive Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards” in Liberty TripAdvisor’s Definitive Proxy Statement on Schedule 14A with respect to its 2021 annual meeting of stockholders; and “—Executive Compensation—Compensation Discussion and Analysis—Elements of 2020 Executive Compensation—Equity Incentive Compensation—Maffei Annual Equity Awards” in Liberty Broadband’s Definitive Proxy Statement on Schedule 14A with respect to its 2021 annual meeting of stockholders.

Other 2020 Awards

Multiyear Stock Options.~~Other 2015 Stock Option Awards~~. Consistent with ~~our~~its previous practices, our compensation committee ~~(and, prior to the split-off of Old LMC from Liberty Interactive in September 2011 (theOld LMC Split-Off), the Liberty Interactive compensation committee)~~ has made larger stock option grants (equaling approximately ~~four~~three to five ~~years'~~years’ value of the named executive officer’s annual ~~grants made in years prior to 2009)~~grants) that vest between ~~four~~two and five ~~and three-quarters~~ years after grant, rather than making annual grants over the same period. These ~~multi-year~~multiyear grants provide for back-end weighted vesting and generally expire seven to ten years after grant to encourage executives to remain with the company over the long-term and to better align their interests with those of the stockholders. ~~Accordingly,~~In line with this philosophy, in ~~March 2015,~~connection with entering into, and pursuant to the terms of, the 2019 Maffei Employment Agreement, Mr. Maffei was entitled to an upfront equity award to be granted in two tranches in December 2019 and December 2020 (the Maffei Term Equity). Forty-four percent of the 2019 tranche of the Maffei Term Equity, or $19.8 million, was allocated to our company and 41% of the 2020 tranche of the Maffei Term Equity, or $18.45 million, was allocated to our company following a reallocation in December 2020. In December 2019, Mr. Maffei received a grant of options representing the 2019 tranche of his Maffei Term Equity (the 2019 Maffei Term Options), which vest on December 31, 2023, and in December 2020, Mr. Maffei received a grant of options representing the 2020 tranche of his Maffei Term Equity (the 2020 Maffei Term Options), which 2020 tranche included options to purchase 665,140 shares of LSXMK, 352,224 shares of BATRK and 544,508 shares of FWONK, which vest on December 31, 2024. The Maffei Term Equity is intended to encourage Mr. Maffei to remain with the company over the long-term and expected to more fully align Mr. Maffei’s interests with those of the other stockholders. See “—Executive Compensation Arrangements—Gregory B. Maffei” below. In December 2020, our compensation committee granted to ~~each~~Messrs. Wendling and Rosenthaler and Ms. Wilm the following multiyear stock option awards that equal the value of Messrs. ~~Rosenthaler~~Wendling’s and ~~Shean (i)~~Rosenthaler’s annual grants that are expected to be granted to each for the period from January 1, 2021 through December 31, 2023, and in the case of Ms. Wilm, a ~~multi-year stock option award~~top-up in value over grants already made for the period from January 1, 2021 through December 31, 2023 to reflect the increased responsibilities associated with her new role as Chief Administrative Officer: Mr. Wendling—34,366 options to purchase ~~192,538~~LSXMK shares, ~~of LMCK that vests~~13,649 options to purchase BATRK shares and 28,960 options to purchase FWONK shares (the Wendling 2020 Multiyear Options); Mr. Rosenthaler—62,080 options to purchase LSXMK shares, 24,656 options to purchase BATRK shares and 52,316 options to purchase FWONK shares (the Rosenthaler 2020 Multiyear Options); and Ms. Wilm—16,717 options to purchase LSXMK shares, 6,639 options to purchase BATRK shares and 14,088 options to purchase FWONK shares (the Wilm 2020 Multiyear Options, and together with the Rosenthaler 2020 Multiyear Options and the Wendling 2020 Multiyear Options, the 2020 NEO Multiyear Options). The 2020 NEO Multiyear Options vest in equal ~~increments~~installments on each of December ~~31, 2019~~10, 2022 and ~~2020~~2023 and ~~expires~~expire on the eighth anniversary of the grant date and (ii) a stock option award to purchase 118,100 shares of LMCK that vests in equal increments on each of March 4, 2016, March 4, 2017 and March 4, 2018 and expires on the seventh

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anniversary of the grant date. ~~Messrs. Rosenthaler~~See the “Grants of Plan-Based Awards” and ~~Shean had last received~~the “Outstanding Equity Awards at Fiscal Year-End” tables below for more information about the 2020 NEO Multiyear Options. Mr. Malone does not participate in the equity award program and as a result did not receive a multiyear stock option award.

Annual Performance Awards. Consistent with our practice since December 2014 of granting a combination of multiyear stock options and annual performance awards ~~in March 2010 which were multi-year awards intended~~ to ~~provide equity value for the period from 2011 to 2014. When structuring the 2015 awards,~~senior officers, our compensation committee ~~sought to align the structure of the compensation packages provided~~granted annual performance RSUs to Messrs. Wendling and Rosenthaler and ~~Shean with the structure of Mr. Maffei's compensation package.~~Ms. Wilm in March 2020. Our compensation committee ~~also sought~~granted to ~~align more closely~~Messrs. Wendling and Rosenthaler and Ms. Wilm, 3,057, 6,294 and 5,057 LSXMK performance-based RSUs, respectively, 1,482, 3,051 and 2,451 BATRK performance-based RSUs, respectively, and 3,466, 7,135 and 5,733 FWONK performance-based RSUs, respectively, on March 11, 2020 (collectively, the ~~compensation~~2020 Chief RSUs). The 2020 Chief RSUs would vest subject to the satisfaction of the ~~senior officers~~performance objectives described below.

Our compensation committee reviewed the 2020 financial performance of our company along with the 2020 personal performance of Messrs. Wendling and Rosenthaler and Ms. Wilm and considered the recommendations from Mr. Maffei, who recommended that our committee vest 100% of the ~~company.~~2020 Chief RSUs based on his assessment of their individual performance against the goals established in connection with the performance cash bonus program and his general observation of their leadership and executive performance. Accordingly, our compensation committee approved vesting in full of the 2020 Chief RSUs previously granted to Messrs. Wendling and Rosenthaler and Ms. Wilm.

Messrs. Malone and Maffei did not participate in the annual performance RSU program.

2020 CEO Base Salary Restructuring Restricted Stock Unit Grant. As described above, in April 2020, Mr. Maffei received a grant of 8,571 LSXMK, 3,057 BATRK and ~~Baer~~6,959 FWONK restricted stock units (the 2020 CEO Salary Restructuring RSUs) as a result of Mr. Maffei’s offer to waive and restructure his unpaid 2020 calendar year base salary due to potential liquidity concerns at Liberty Media and the Service Companies resulting from the onset of the pandemic. The 2020 CEO Salary Restructuring RSUs vested on December 10, 2020.

Rights Offering Adjustment Awards. In May 2020, we distributed to holders of shares of LSXMA, LSXMB and LSXMK 0.0939 of a subscription right to purchase one share of LSXMK for each share of LSXMA, LSXMB and LSXMK held on May 13, 2020 (the rights offering). In connection with the rights offering, holders of restricted stock units relating to shares of LSXMA and LSXMK received a grant of RSUs relating to LSXMK to compensate for the diminution in value associated with the common stock underlying these RSUs (the Adjustment RSUs). Holders of stock options to purchase shares of LSXMA and LSXMK received a grant of restricted shares of LSXMK to compensate for the diminution in value associated with the common stock underlying such options (the Adjustment Restricted Shares). As a result, Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm received 229, 96, 168 and 135 LSXMK RSUs, respectively, and 209,290, 3,358, 6,231 and 2,377 LSXMK restricted shares, respectively on June 8, 2020, shortly following the expiration of the rights offering. Each of the Adjustment RSUs and Adjustment Restricted Shares vested on June 17, 2020. Mr. Malone does not hold any company equity awards and so did not receive any ~~multi-year~~Adjustment RSUs or Adjustment Restricted Shares. For more information regarding the equity ~~grants during~~awards, see the ~~2015 calendar year.~~

“Grants of Plan-Based Awards” table below.

Perquisites and Other Personal ~~Benefits.~~Benefits

The perquisites and other personal benefits available to our executives (that are not otherwise available to all of our salaried employees, such as matching contributions to the Liberty Media 401(k) Savings Plan and the payment of life insurance premiums) consist of:

•

limited personal use of corporate aircraft;

•

in the case of Mr. Maffei, ~~reimbursement~~payment of legal ~~expenses;~~expenses pertaining to his employment arrangement;

•

occasional, personal use of an apartment in New York City owned by a subsidiary of our company, which is primarily used for business purposes, and occasional, personal use of a company car and driver;

•

a deferred compensation ~~plan that provides above-market preferential returns;~~plan;

•

in the case of Ms. Wilm, reimbursement of relocation expenses; and

•

in the case of Mr. Malone, an annual allowance of $1 million for personal expenses provided pursuant to the terms of his employment agreement (see "—“—Executive Compensation Arrangements—John C. ~~Malone"~~Malone”).

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EXECUTIVE COMPENSATION

Taxable income may be incurred by our executives in connection with their receipt of perquisites and personal benefits. Other than as contemplated by Mr. ~~Malone's~~Malone’s employment agreement, we have not provided gross-up payments to our executives in connection with any such taxable income incurred during the past three years.

Aircraft Usage.~~Aircraft Usage~~. On occasion, and with the approval of our Chairman or Chief Executive Officer, executives may have family members and other guests accompany them on our corporate aircraft when

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traveling on business. Under the terms of the employment arrangements with our Chairman and our Chief Executive Officer, ~~those individuals~~our Chairman and our Chief Executive Officer and their guests may use the corporate aircraft for non-business purposes subject to specified limitations.

Pursuant to a February 5, 2013 letter agreement between us and Mr. Maffei, Mr. Maffei ~~was~~is entitled to 120 hours per year of personal flight time through the first to occur of (i) the termination of his employment, subject to any continued right to use the corporate aircraft as described below or pursuant to the terms of his employment arrangement in effect at the time of the termination or (ii) the cessation of ownership or lease of corporate aircraft. ~~Effective~~During 2020, pursuant to November 11, 2015 ~~pursuant to a~~and December 13, 2019 letter ~~agreement~~agreements between us and Mr. Maffei, ~~of the same date,~~ Mr. Maffei iswas entitled to 3050 additional hours per year of personal flight time if he ~~reimburses~~reimbursed us for such usage through the first to occur of (i) the termination of his employment or (ii) the cessation of ownership or lease of corporate aircraft. ~~Under the 2015 Maffei Employment Agreement, if~~If Mr. ~~Maffei's~~Maffei’s employment ~~had been~~is terminated due to disability, for good reason or without cause, Mr. Maffei would ~~have been~~be entitled to continued use of the ~~company's~~company’s aircraft ~~under the terms of the February 5, 2013 letter agreement~~ for 12 months after termination of his employment. Mr. Maffei incurs taxable income, calculated in accordance with the Standard Industry Fare Level (SIFL) rates, for all personal use of our corporate aircraft under the February 5, 2013 letter agreement. Mr. Maffei incurs taxable income at the SIFL rates minus amounts paid under time sharing agreements with our company for ~~travel pursuant to the November 11, 2015 letter agreement.~~travel. Flights where there are no passengers on company-owned aircraft ~~were~~are not charged against the 120 hours of personal flight time per year allotted to Mr. Maffei if the flight department determines that the use of a NetJets, Inc. supplied aircraft for a proposed personal flight would be disadvantageous to our company due to (i) use of budgeted hours under the then current Liberty Media fractional ownership contract with NetJets, Inc. or (ii) higher flight cost as compared to the cost of using ~~company owned~~company-owned aircraft.

The cost of Mr. ~~Malone's~~Malone’s personal use of our corporate aircraft, calculated in accordance with SIFL, counts toward his $1 million personal expense allowance (described above).

For disclosure purposes, we determine the aggregate incremental cost to the company of the executives’ personal flights by using a method that takes into ~~account:~~

account all operating costs related to such flights, including:

•

landing and parking expenses;

•

crew travel expenses;

•

supplies and catering;

•

aircraft fuel and oil expenses per hour of flight;

•

aircraft maintenance and upkeep;

•

any customs, foreign permit and similar fees; and

•

passenger ground transportation.

Because the ~~company's~~company’s aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, and purchase or lease costs of ~~aircraft and costs of maintenance and upkeep.~~

aircraft.

Pursuant to our aircraft time sharing agreements with ~~Liberty Interactive, Starz,~~Qurate Retail, Liberty TripAdvisor and Liberty Broadband, each of these companies pays us for any costs, calculated in accordance with Part 91 of the Federal Aviation Regulations, associated with Mr. Malone or Mr. Maffei using our corporate aircraft that are allocable to such ~~company, except that~~company. For Mr. Maffei, allocations made to ~~Starz,~~Qurate Retail, Liberty TripAdvisor orand Liberty Broadband ~~may only be made for~~include his corporate aircraft use relating to such ~~company's~~company’s business ~~matters.~~matters and each Service Company’s allocable portion of the approved personal use of our aircraft. Pursuant to our aircraft time sharing agreements with Mr. Maffei, Mr. Maffei ~~reimburses~~was responsible for reimbursing us for costs associated with his 50 additional hours per year of personal ~~use of our corporate aircraft under the November 11, 2015 letter agreement,~~flight time and such costs include the expenses listed

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above, insurance obtained for the specific flight and an additional charge equal to 100% of the aircraft fuel and oil expenses for the specific flight.

For purposes of determining an ~~executive's~~executive’s taxable income, personal use of our aircraft is valued using a method based on SIFL rates, as published by the Treasury Department. The amount determined using the SIFL rates is typically lower than the amount determined using the incremental cost method. Under the American Jobs Creation Act of 2004, the amount we may deduct for a purely personal flight is limited to the amount included in the taxable

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income of the executives who took the flight. Also, the deductibility of any non-business use will be limited by Section 162(m) of the Code to the extent that the named executive ~~officer's~~officer’s compensation that is subject to that limitation exceeds $1 million. See "—“—Deductibility of Executive ~~Compensation"~~Compensation” below.

Liberty Media has a fractional ownership contract with NetJets, Inc. for business travel purposes. Given the coronavirus pandemic and the significant reduction in business travel, the minimum use of the NetJets contract would not be met and, therefore, the company’s named executive officers and directors were afforded the opportunity to use a portion of the NetJets contract for personal use, provided that each such named executive officer or director was responsible for reimbursing Liberty Media for costs associated therewith. Such use resulted in no incremental cost to the company and the executives did not incur any taxable income in connection therewith.

Deferred Compensation

To help accommodate the tax and estate planning objectives of the named executive officers, as well as other executives with the title of Assistant Vice President and above, our board of directors assumed the previously established Liberty Media Corporation 2006 Deferred Compensation Plan (as amended and restated effective January 1, 2016) in connection with the LMC Spin-Off. The following description summarizes the terms of the plan as it was in effect prior to its amendment and restatement, which became effective January 1, 2016.restated). Under that plan, ~~and for 2015,~~ participants ~~may~~could elect to defer up to 50% of ~~the portion of~~ their base ~~salaries~~salary and up to 100% of their cash performance ~~bonuses~~bonus that ~~are~~were allocable to our company. Compensation deferred under the plan that otherwise would have been received prior to 2015 ~~will~~would earn interest income at the rate of 9% per annum, compounded quarterly, for the period of the deferral. Compensation deferred under the plan that otherwise would have been received on or after January 1, 2015 will earn interest income at ~~the prime~~a rate that is intended to approximate our company’s general cost of ~~interest (as determined in~~10-year debt. For 2018, 2019 and 2020, the~~Wall Street Journal~~ ~~as of the first business day of November of the year prior to each plan year) plus 3% per annum, compounded quarterly, for the period of the deferral, and for 2015, this~~ rate was 6.25%~~. In the LMC Spin-Off, we assumed the plan~~, 7.0% and ~~all outstanding obligations thereunder.~~6.75%, respectively. Since ~~the LMC Spin-Off,~~September 2011, the named executive officers may not participate in the plan with respect to any portion of their cash performance bonuses paid by Liberty Interactive. In addition, Mr. Shean had a deferral election in place for his 2011 performance-based bonus, with respect to which Liberty Interactive will remain responsible for the payment of such deferred amount and all deferred interest thereon going forward.Qurate Retail or any other Service Company. For more information on this plan and the amendments that became effective January 1, 2016, see "—“—Executive Compensation Arrangements—2006 Deferred Compensation ~~Plan"~~Plan” and the "—“—Nonqualified Deferred Compensation ~~Plans"~~Plans” table below.

We provide Mr. Malone with certain deferred compensation arrangements that were entered into by our predecessors and assumed by us in connection with the various restructurings that we have undergone. Beginning in February 2009, Mr. Malone began receiving accelerated payments under those deferred compensation arrangements. For more information on these arrangements, see "—“—Executive Compensation Arrangements—John C. ~~Malone"~~Malone” below.

Changes for ~~2016~~2021

~~Based on its assessment of Messrs. Rosenthaler~~

The annual cash bonus program for our named executive officers for 2021 was approved by our company and ~~Shean's performance during 2015 and to further align Messrs. Rosenthaler and Shean's interests with those~~each of the other ~~stockholders~~Service Companies. The compensation committees of each of these companies established for each named executive officer target and maximum bonus opportunities, which will be based sixty percent on the officer’s individual performance goals and forty percent on corporate performance goals that relate to our company, Qurate Retail and the other ~~senior executives, in March 2016,~~Service Companies (including subsidiary financial metrics and corporate level achievements). Each of the Service Companies has agreed to pay directly to our ~~compensation committee determined~~other named executive officers (in addition to ~~grant 15,603 restricted stock units relating to LMCK shares~~Mr. Maffei) the portion of the annual cash performance bonus that will be allocated to each such Service Company according to the same allocation schedule that applies to Mr. Maffei, pursuant to the 2019 Maffei Employment Agreement and the amended services agreements. Mr. Maffei’s compensation is allocated across Liberty Media and the other Service Companies based on two factors, each weighted 50%: (i) the relative market capitalization of ~~Messrs. Rosenthaler~~each series of stock of each company and ~~Shean that~~(ii) the average of (a) the percentage allocation of time for all Liberty Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all companies, unless a different allocation method is agreed. Therefore, beginning in 2021, our company will pay directly to our other named executive officers (in addition to Mr. Maffei) only our company’s allocable portion of each ~~vested in full on March 21, 2016. It is anticipated that Messrs. Rosenthaler and Shean will continue to be eligible for grants of restricted stock units, which may be performance-based.~~

named executive officer’s annual cash bonus.

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On May 24, 2016, the compensation committee approved a new compensation arrangement with Mr. Baer. For more information on this arrangement, see "—Executive Compensation Arrangements—Richard N. Baer—May 2016 Compensation Arrangement."

Deductibility of Executive Compensation

In developing the 2020 compensation packages for the named executive officers, the deductibility of executive compensation under Section 162(m) of the Code iswas considered. That provision prohibits the deduction of compensation of more than $1 million paid to certain executives, subject to certain exceptions. ~~One exception is for performance-based compensation, including stock options granted~~Following the enactment of the Tax Cuts and Jobs Act of 2017, beginning with the 2018 calendar year, the executives potentially affected by ~~our predecessors under their incentive plans (and assumed by us to~~ the extent applicable under the Liberty Media Corporation Transitional Stock Adjustment Plan) or to be granted under the incentive plan. Our compensation committee has not adopted a policy requiring all compensation to be deductible underlimitations of Section 162(m) of the Code have been expanded and there is no longer any exception for qualified performance-based compensation. Although some performance-based awards will not result in ~~order~~a compensation deduction after 2017, we believe the transition rules in effect for binding contracts in effect on

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EXECUTIVE COMPENSATION

November 2, 2017 should continue to allow certain of these awards to maintain ~~flexibility in making compensation decisions. Portions~~their exemption from the $1 million annual deduction limitation for so long as such awards are not materially modified. However, portions of the compensation we pay to ~~certain of~~ the named executive officers may not be deductible due to the application of Section 162(m) of the Code.

~~Policy~~ Our compensation committee believes that the lost deduction on ~~Restatements~~compensation payable in excess of the $1 million limitation for the named executive officers is not material relative to the benefit of being able to attract and retain talented management.

Recoupment Provisions

In those instances where we grant cash or equity-based incentive compensation, we include in the related agreement with the executive a right, in favor of our company, to require the executive to repay or return to the company any cash, stock or other incentive compensation (including proceeds from the disposition of shares received upon exercise of options or stock appreciation rights). That right will arise if (1) a material restatement of any of our financial statements is required and (2) in the reasonable judgment of our compensation committee, (A) such restatement is due to material noncompliance with any financial reporting requirement under applicable securities laws and (B) such noncompliance is a result of misconduct on the part of the executive. In determining the amount of such repayment or return, our compensation committee may take into account, among other factors it deems relevant, the extent to which the market value of the applicable series of our common stock was affected by the errors giving rise to the restatement. The cash, stock or other compensation that we may require the executive to repay or return must have been received by the executive during the 12-month period beginning on the date of the first public issuance or the filing with the SEC, whichever occurs earlier, of the financial statement requiring restatement. The compensation required to be repaid or returned will include (1) cash or company stock received by the executive (A) upon the exercise during that 12-month period of any stock appreciation right held by the executive or (B) upon the payment during that 12-month period of any incentive compensation, the value of which is determined by reference to the value of company stock, and (2) any proceeds received by the executive from the disposition during that 12-month period of company stock received by the executive upon the exercise, vesting or payment during that 12-month period of any award of equity-based incentive compensation.

Beginning in December 2020, we also began including in new forms of equity-based award agreements a right, in favor of our company, to require the executive to repay or return to the company, upon a reasonable determination by our compensation committee that the executive breached the confidentiality obligations included in the agreement, all or any portion of the outstanding award, any shares received under awards during the 12-month period prior to any such breach or any time after such breach and any proceeds from the disposition of shares received under awards during the 12-month period prior to any such breach or any time after such breach.

Stock Ownership Guidelines

Our board of directors adopted stock ownership guidelines in March 2016 that generally require our executive officers to own shares of our company’s stock equal to at least three times 50% of the total base salary paid by Liberty Media to such executive officer. Our company’s executive officers have a similar stock ownership requirement at Qurate Retail. Our executive officers generally have five years from the date of the policy, or five years from the date of their appointment to an executive officer role, to comply with these guidelines.

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Summary Compensation Table

Name and Principal Position (as of 12/31/20)	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)(4)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)(7)(8)		Total ($)
John C. Malone Chairman of the Board		2020		2,925		—		—		—		—		194,132		902,259(9)		1,099,316
		2019		2,925		—		—		—		—		205,494		1,240,689(9)		1,449,108
		2018		2,925		—		—		—		—		215,628		920,790(9)		1,139,343
Gregory B. Maffei President and Chief Executive Officer		2020		871,880		—		8,343,047		24,981,192		11,743,600		537,468		645,875(10)(11)(12)		47,123,062
		2019		1,167,798		2,200,000		3,564,833		27,800,742		8,434,116		380,320		497,261(10)(11)(12)		44,045,070
		2018		1,112,188		—		3,024,616		8,830,019		6,372,841		397,703		416,179(10)(11)		20,153,546
Brian J. Wendling(13) Chief Accounting Officer and Principal Financial Officer		2020		401,250		—		388,327		961,684		520,935		96,448		23,893		2,392,537
		2019		362,842		—		381,415		—		462,015		48,294		32,373(14)		1,286,939
		2018		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a
Albert E. Rosenthaler Chief Corporate Development Officer		2020		767,612		—		771,116		1,737,245		1,161,971		—		29,216		4,467,160
		2019		724,688		—		660,864		—		1,267,761		—		27,709		2,681,022
		2018		664,935		—		850,633		—		1,104,658		—		29,494(11)(15)		2,649,720
Renee L. Wilm(16) Chief Legal Officer		2020		877,200		—		514,863		467,809		1,024,631		—		110,480(17)		2,994,983
		2019		242,308		—		146,653		2,155,738		315,975		—		53,828(17)		2,914,502
		2018		n/a		n/a		n/a		n/a		n/a		n/a		n/a		n/a

Name and Principal
Position (as of 12/31/15)
Year Salary
($)(1) Bonus
($) Stock
Awards
($)(2) Option
Awards
($)(2)(3) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4) All Other
Compensation
($)(5)(6)(7) Total
($)
John C. Malone
2015 2,145 — — — — 239,961 670,237 (8) 912,343
Chairman of the Board
2014 1,326 — — — — 246,409 485,716 (8) 733,451
2013 884 — — — — 252,176 539,176 (8) 792,236
Gregory B. Maffei

2015
960,750
—
1,280,731
5,085,655
4,145,828
99,232
527,975
(9)(10)
12,100,171
President and Chief
2014 1,057,491 — — 36,668,946 3,349,692 52,641 435,651 (9)(10) 41,564,421
Executive Officer
2013 868,219 — — — 2,413,619 9,366 277,561 (9)(10) 3,568,765
Richard N. Baer

2015
437,622
—
—
—
712,701
—
15,701
1,166,024
Senior Vice President
2014 424,875 — — — 662,677 — 15,451 1,103,003
and General Counsel
2013 419,100 — — — 746,625 — 2,549 1,168,274
Albert E. Rosenthaler

2015
380,340
—
—
4,417,286
679,396
—
14,131
5,491,153
Senior Vice President
2014 440,928 — — — 538,560 — 17,305 996,794
2013 397,761 — — — 494,893 — 15,748 908,403
Christopher W. Shean

2015
322,397
—
—
4,417,286
592,696
22,388
16,693
(10)(11)
5,371,460
Senior Vice President
2014 424,784 — — — 495,711 17,295 20,449 (10)(11) 958,240
and Chief Financial
2013 396,550 — — — 368,792 17,499 13,605 796,446
Officer

(1)

Represents only that portion of each named executive ~~officer's~~officer’s salary that was allocated to our company with respect to the years ended December 31, ~~2015, 2014~~2020, 2019 and ~~2013 under the services agreements.~~2018. For a description of the allocation of compensation between ~~(i)~~ our company and ~~Liberty Interactive following the LMC Spin-Off, (ii)~~Qurate Retail for 2019 and 2018 and between our company and ~~Liberty TripAdvisor following~~each of the ~~TripCo Spin-Off and (iii) our company and Liberty Broadband following the Broadband Spin-Off,~~Service Companies for 2020, see "—“—Compensation Discussion and Analysis—Services Agreements."” Pursuant to the 2019 Maffei Employment Agreement, beginning January 1, 2020 the amount of Mr. Maffei’s base salary allocable to our company was $1,320,000. Due to the financial impact of the coronavirus pandemic, for the period from April 4, 2020 through December 31, 2020, Mr. Maffei offered to waive the right to receive his base salary except for amounts sufficient to cover health insurance, flexible spending contributions and certain taxes. In consideration for the portion of Mr. Maffei’s base salary that he offered to waive and restructure, we granted to Mr. Maffei the 2020 CEO Salary Restructuring RSUs, which had a grant date fair value of $511,080 and are detailed in the “Grants of Plan-Based Awards” table below. Mr. Maffei received an aggregate of $360,800 in cash salary during 2020. The grant date fair value of all of the 2020 CEO Salary Restructuring RSUs is reflected in the “Grants of Plan-Based Awards” table below.

(2)

Represents only that portion of Mr. Maffei’s cash commitment bonus allocated to our company under the amended services agreements in connection with the 2019 Maffei Employment Agreement. For a description of the allocation of Mr. Maffei’s compensation among the Service Companies, see “—Compensation Discussion and Analysis—Services Agreements.”

(3)

~~(2)~~

Reflects, as applicable, the grant date fair value of the ~~2015 Annual~~ RSUs (other than the 2020 CEO Salary Restructuring RSUs, the grant date fair value of which is reflected in the ~~"Stock Awards"~~Salary column of this table in accordance with applicable SEC rules) and Adjustment Restricted Shares granted to our named executive officers during 2020 and the ~~2015 Annual Options in the "Option Awards" column that Mr. Maffei could earn as described in "—Compensation Discussion~~RSUs granted to our named executive officers during 2019 and ~~Analysis—Elements of 2015 Compensation—Equity Incentive Compensation—Maffei Performance-based Equity Awards."~~2018. The ~~2014 dollar amount shown in the "Option Awards" column~~table reflects the grant date fair value of the 2020 Chief RSUs, the Adjustment RSUs, the Adjustment Restricted Shares, the performance-based RSUs granted to Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm in 2019, the time-based RSUs granted to Mr. ~~Maffei's Term Options (as defined below) which were~~Wendling in 2019 and the performance-based RSUs granted to Messrs. Maffei and Rosenthaler in ~~connection with the approval of his December 2014 compensation arrangement described below in "—Executive Compensation Arrangements—Gregory B. Maffei."~~2018. The grant date fair value of these awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 1314 to our consolidated financial statements for the year ended December 31, ~~2015~~2020 (which are included in our ~~Annual Report on~~2020 Form ~~10-K for the fiscal year ended December 31, 2015 (the~~10-K).

(4)

~~2015 Form 10-K)).~~

~~(3)~~

The grant date fair value of Mr. ~~Rosenthaler~~Maffei’s 2020, 2019 and ~~Mr. Shean's 2015~~2018 stock option awards, ~~has~~including the 2020 Maffei Annual Options, the 2020 Maffei Term Options and the 2019 Maffei Term Options, the 2020 NEO Multiyear Options and Ms. Wilm’s 2019 multi-year stock option award have been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 1314 to our consolidated financial statements for the year ended December 31, ~~2015~~2020 (which are included in the ~~2015~~2020 Form 10-K).

(5)

~~(4)~~

Reflects the above-market earnings credited during ~~2015, 2014~~2020, 2019 and ~~2013~~2018 to the deferred compensation accounts of each applicable named executive officer. See "—“—Compensation Discussion and Analysis—Elements of ~~2015~~2020 Executive Compensation—Deferred Compensation,~~" "—~~” “—Executive Compensation Arrangements—John C. Malone,"” and "—“—Nonqualified Deferred Compensation ~~Plans"~~Plans” below.

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Executive Compensation

~~(5)~~

(6)

Included in this column are the following life insurance premiums paid on behalf of each of the named executive officers and allocated to our company under the 2019 Maffei Employment Agreement and the applicable amended services agreement:

	Amounts ($)
Name	2020		2019		2018
John C. Malone		4,635		4,635		4,635
Gregory B. Maffei		891		4,069		4,217
Brian J. Wendling		1,351		1,200		n/a
Albert E. Rosenthaler		6,094		5,869		3,579
Renee L. Wilm		1,471		414		n/a

Amounts ($)
Name
2015 2014 2013
John C. Malone
5,438 3,082 3,082
Gregory B. Maffei
2,696 1,521 1,311
Richard N. Baer
2,451 2,451 2,549
Albert E. Rosenthaler
2,206 2,745 1,468
Christopher W. Shean
996 889 855
(7)

~~Table of Contents~~

~~(6)~~: We make available to our personnel, including our named executive officers, tickets to various sporting events with no aggregate incremental cost attributable to any single person.

(8)

~~(7)~~

The Liberty Media 401(k) Savings Plan provides employees with an opportunity to save for retirement. The Liberty Media 401(k) Savings Plan participants may contribute up to 75% of their eligible compensation on a pre-tax basis to the plan and an additional 10% of their eligible compensation on an after-tax basis (subject to specified maximums and IRS limits), and we ~~contributed~~contribute a matching contribution based on the ~~participants'~~participants’ own contributions up to the maximum matching contribution set forth in the plan. Our company receives reimbursements from ~~Liberty Interactive~~Qurate Retail under the ~~LIC~~Qurate Retail Services Agreement for ~~Liberty Interactive's~~Qurate Retail’s allocable portion of the matching ~~contribution.~~contribution for all of the named executive officers and from the other Service Companies under their respective services agreements for their respective allocable portion of the matching contributions for Mr. Maffei. Participant contributions to the Liberty Media 401(k) Savings Plan are fully vested upon contribution.

Generally, participants acquire a vested right in our matching contributions as follows:


Years of Service		Vesting Percentage			~~Vesting~~ ~~Percentage~~
	Less than 1		0%	%
	1 -– 2		33%	%
	2 -– 3		66%	%
	3 or more		100%	%

Included: in this column, with respect to each named executive officer are the following matching contributions made by and allocated to our company to the Liberty Media 401(k) Savings Plan in ~~2015~~2020, 2019 and ~~2014:~~

2018:

	Amounts ($)
Name	2020		2019		2018
John C. Malone		21,375		21,000		20,625
Gregory B. Maffei		12,540		23,240		23,650
Brian J. Wendling		22,515		22,680		n/a
Albert E. Rosenthaler		23,085		21,840		20,075
Renee L. Wilm		24,510		—		n/a

Amounts ($)
Name
2015 2014
John C. Malone
14,575 8,840
Gregory B. Maffei
14,575 15,080
Richard N. Baer
13,250 13,000
Albert E. Rosenthaler
11,925 14,560
Christopher W. Shean
10,070 13,520

: With respect to these matching contributions, all of our named executive officers are fully vested other than Ms. Wilm who is 33% vested.

(9)

~~(8)~~

Includes the following amounts which were allocated to our company under the ~~LIC~~Qurate Retail Services Agreement:

	Amounts ($)
	2020		2019		2018
Reimbursement for personal legal, accounting and tax services		45,000		45,000		45,000
Compensation related to personal use of corporate aircraft(a)		158,628		550,242		204,974
Tax payments made on behalf of Mr. Malone		670,339		617,152		642,598

Amounts ($)

2015 2014 2013
Reimbursement for personal legal, accounting and tax services
52,341 63,185 124,954
Compensation related to personal use of corporate aircraft(a)
214,528 199,949 255,455
Tax payments made on behalf of Mr. Malone
378,388 205,724 143,833

(a)

Calculated based on aggregate incremental cost of such usage to our company.

Also includes miscellaneous personal expenses, such as courier charges.

~~(9)~~: LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 47

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(10)

Includes the following amounts which were allocated to our company under the ~~LIC~~2019 Maffei Employment Agreement for 2020 and under the Qurate Retail Services ~~Agreement:~~Agreement for 2019 and 2018:

	Amounts ($)
		2020	2019	2018
Compensation related to personal use of corporate aircraft(a)		343,813	456,172	373,028

Amounts ($)

2015 2014 2013
Reimbursement for legal services
180,746 128,999 —
Compensation related to personal use of corporate aircraft(a)
325,750 288,311 262,750

(a)

Calculated based on aggregate incremental cost of such usage to our ~~company~~company.

~~(10)~~: ~~Prior to the Old LMC Split-Off, we owned~~

(11)

We own an apartment in New York City which ~~was~~is primarily used for business purposes. ~~The apartment was assigned to Old LMC in the Old LMC Split-Off and later to our company in the LMC Spin-Off.~~ Messrs. Maffei and ~~Shean~~Rosenthaler occasionally used this apartment for personal ~~reasons.~~reasons during the years indicated above. From time to time, we ~~also~~ pay the cost of miscellaneous shipping and catering expenses for Mr. Maffei.

(12)

Includes legal expenses paid on behalf of Mr. Maffei when negotiating the 2019 Maffei Employment Agreement, including $287,240 in 2020.

(13)

~~(11)~~

Mr. Wendling was promoted to the Principal Financial Officer role at our company in July 2019, and the Chief Accounting Officer role at our company in January 2020, and was a named executive officer of our company for the first time in 2019. His compensation for 2018 has been omitted in reliance upon the SEC’s interpretive guidance.

(14)

Includes miscellaneous travel expenses and a gift, with 81% of such gift’s cost being allocable to us pursuant to the Qurate Retail Services Agreement.

(15)

Includes $5,000 in charitable contributions in ~~each of 2015 and 2014~~2018 made on behalf of Mr. ~~Shean~~Rosenthaler pursuant to our political action committee matching contribution program.

(16)

~~Table~~Ms. Wilm assumed the role of ~~Contents~~Chief Legal Officer of our company effective September 23, 2019, and the role of Chief Administrative Officer in January 2021.

(17)

Includes the following relocation expenses paid on behalf of Ms. Wilm:

Amounts ($)
2020 2019 2018
84,486 53,414 n/a

Executive Compensation Arrangements

John C. Malone

~~In connection with the merger of TCI and AT&T in 1999, an employment agreement between John C. Malone and TCI was assigned to a predecessor of Liberty Interactive.~~

Mr. ~~Malone's~~Malone’s employment agreement and his deferred compensation arrangements with our predecessor companies, as described below, ~~were~~have been assigned to ~~Old LMC in connection with the Old LMC Split-Off and later to~~ our ~~company in connection with the LMC Spin-Off.~~company. The term of Mr. ~~Malone's~~Malone’s employment agreement is extended daily so that the remainder of the employment term is five years. The employment agreement was amended in June 1999 to provide for, among other things, an annual salary of $2,600 (which was increased to $3,900 in 2014), subject to increase with board approval. The employment agreement was amended in 2003 to provide for payment or reimbursement of personal expenses, including professional fees and other expenses incurred by Mr. Malone for estate, tax planning and other services, and for personal use of corporate aircraft and flight crew. The aggregate amount of such payments or reimbursements and the value of his personal use of corporate aircraft was originally limited to $500,000 per year but increased to $1 million effective January 1, 2007 by the ~~Liberty Interactive~~Qurate Retail compensation committee. Although the ~~"Summary~~“Summary Compensation ~~Table"~~Table” table above reflects the portion of the aggregate incremental cost of Mr. ~~Malone's~~Malone’s personal use of our corporate aircraft attributable to our company, the value of his aircraft use for purposes of his employment agreement is determined in accordance with SIFL, which aggregated ~~$193,195~~$36,106 for use of the aircraft by our company and ~~Liberty Interactive~~Qurate Retail during the year ended December 31, ~~2015. Liberty Interactive~~2020. Qurate Retail is allocated, and reimburses us for, portions of the other components of the payments/reimbursements to Mr. Malone described above.

In December 2008, the ~~Liberty Interactive~~Qurate Retail compensation committee determined to modify Mr. ~~Malone's~~Malone’s employment arrangements to permit Mr. Malone to begin receiving fixed monthly payments in 2009, in advance of a termination event, in satisfaction of its obligations to him under a 1993 deferred compensation arrangement, a 1982 deferred compensation arrangement and an installment severance plan, in each case, entered into with him by ~~Liberty Interactive's~~Qurate Retail’s predecessors (and which had been assumed by ~~Liberty Interactive)~~Qurate Retail). At the time of the amendment, the amounts owed to Mr. Malone under these arrangements aggregated approximately $2.4 million, $20 million and $39 million, respectively. As a result of these modifications, Mr. Malone receives 240 equal monthly installments, which commenced February 2009, of: (1) approximately $20,000 under the 1993 deferred compensation arrangement, (2) approximately $237,000 under the 1982 deferred compensation arrangement and (3) approximately $164,000 under the installment severance plan. Interest ceased to accrue under the installment severance plan once these payments began; however, interest continues to accrue on the 1993 deferred compensation arrangement at a rate of 8% per annum and on the 1982 deferred compensation arrangement at a rate of 13% per annum. In ~~connection with the LMC Spin-Off,~~2013, we assumed these payment ~~obligations from Old LMC, who had in turn assumed them from Liberty Interactive in the Old LMC Split-Off.~~

obligations.

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Executive Compensation

Under the terms of Mr. ~~Malone's~~Malone’s employment agreement, he is entitled to receive upon the termination of his employment at our election for any reason (other than for death or ~~"cause"~~“cause”), a lump sum equal to his salary for a period of five full years following termination (calculated on the basis of $3,900 per annum, thelump sum severance payment). As described above, ~~in connection with the LMC Spin-Off,~~ we assumed Mr. ~~Malone's~~Malone’s employment agreement and all outstanding obligations thereunder, ~~from Old LMC (which were previously assumed by Old LMC in the Old LMC Split-Off),~~ and ~~Liberty Interactive~~Qurate Retail will reimburse us for its allocated portion of any such lump sum severance payments made thereunder.

For a description of the effect of any termination event or a change in control of our company on his employment agreement, see "—“—Potential Payments Upon Termination or Change in ~~Control"~~Control” below.

~~Table of Contents~~

Gregory B. Maffei

December ~~2014~~2019 Employment ~~Arrangement.~~Arrangement

On December ~~24, 2014,~~13, 2019, our compensation committee approved a ~~new~~ compensation arrangement with Mr. Maffei. The arrangement ~~provides for~~covers the terms of Mr. Maffei’s employment during a five year employment term beginning January 1, ~~2015~~2020 and ending December 31, ~~2019,~~2024, with an annual base salary of ~~$960,750, increasing annually by 5%~~$3 million (with no contracted increase) and a one-time cash commitment bonus of ~~the prior year's base salary, and~~$5 million, an annual target cash performance bonus equal to ~~250%~~$17 million (with payment subject to the achievement of one or more performance metrics as determined by the applicable ~~year's base salary. The arrangement also provides~~company’s compensation committee), upfront equity awards and annual equity awards. Mr. Maffei with the opportunity to earn annual performance-based equity incentive awards during the employment term, as described in more detail below. In connection with the approval of his compensation arrangement, Mr. Maffei was granted the Term Options described below. Mr. Maffei'sMaffei’s compensation arrangement was memorialized in the ~~2015~~2019 Maffei Employment Agreement, ~~executed on~~dated as of December ~~29, 2014.~~13, 2019.

The arrangement provides that, in the event Mr. Maffei is terminated for cause (as defined in the ~~2015~~2019 Maffei Employment Agreement), he will be entitled to only his accrued base salary, any unpaid expense reimbursements and any amounts due under applicable ~~law.~~law, and he will forfeit any unvested portion of his Upfront Awards (as defined below). If Mr. Maffei is terminated by Liberty Media without cause or if Mr. Maffei terminates his employment for good reason (as defined in the ~~2015~~2019 Maffei Employment Agreement), subject to the execution of releases by our company and Mr. Maffei in a form to be mutually agreed, he is entitled to (i) his accrued base salary, ~~(ii) his~~any accrued but unpaid bonus for the prior completed year, any unpaid expense reimbursements and any amounts due under applicable law (theStandard Entitlements), ~~(iii)~~(ii) a severance payment of ~~1.5~~two times his base salary during the year of his termination to be paid in equal installments over 1824 months, (iii) fully vested shares with an aggregate grant date fair value of $35 million consisting of shares of the applicable series of common stock from Liberty Media, Qurate Retail, Liberty TripAdvisor and Liberty Broadband, (iv) full vesting of his Upfront Awards and full vesting of the Annual Awards (as defined below) for the year in which the termination occurs (including the grant and full vesting of such Annual Awards if the termination occurs before they have been granted), (v) a lump sum cash payment of two times the average annual cash performance bonus paid for the two calendar years ending prior to the termination, but in no event less than two times his target annual cash performance bonus of $17 million, with (subject to certain exceptions) up to 25% of such amount payable in shares of the applicable series of common stock from Liberty Media, Qurate Retail, Liberty TripAdvisor and Liberty Broadband, (vi) a lump sum cash payment equal to ~~$11,750,000 pro rated~~the greater of (x) $17 million and (y) the annual cash performance bonus otherwise payable for the year of termination, in each case, prorated based ~~upon~~on the ~~elapsed~~ number of days inthat have elapsed within the ~~calendar~~ year of termination (including the date of termination), with (subject to certain exceptions) up to 25% of such amount payable in shares of ~~LMCK, at~~the applicable series of common stock from Liberty Media, Qurate Retail, Liberty TripAdvisor and Liberty Broadband, and (vii) continued use for 12 months after such termination of certain services and perquisites provided by our ~~discretion~~company, including continued aircraft benefits consistent with those provided to him during the period of his employment (collectively referred to as the Severance Benefits). If Mr. Maffei terminates his employment without good reason (as defined in the 2019 Maffei Employment Agreement), he will be entitled to the Standard Entitlements, pro rata vesting of the Upfront Awards (based on the number of days that have elapsed during the four-year vesting period), pro rata vesting of his Annual Awards for the year of termination (based on the elapsed number of days in the calendar year of termination) and ~~with~~a pro rata portion of $17 million (based on the ~~remainder~~elapsed number of ~~such amount paid~~days in ~~cash (thePro Rated Amount~~)the calendar year of termination), ~~(v) a payment equal to $17,500,000,~~ with (subject to certain exceptions) up to 25% of such amount payable in shares of ~~LMCK at our discretion~~LSXMK, BATRK and ~~with~~FWONK and/or the ~~remainder~~common stock of ~~such amount paid~~other Service Companies. Any Annual Performance RSUs for the year of termination that are unvested on the date of termination will remain outstanding until the performance criteria is determined and will vest pro rata (based upon the elapsed number of days in ~~cash (theUn-Pro Rated Amount), and (vi) continued use~~the calendar year of ~~certain services and perquisites provided~~termination) to the extent determined by our ~~company, including continued use~~compensation committee (at a level not less than 100% of ~~our aircraft (theServices~~)the target award). ~~If Mr. Maffei terminates his employment without good reason (as defined~~Lastly, in the ~~2015 Maffei Employment Agreement),~~case of Mr. Maffei’s death or disability, he will be entitled to the Standard Entitlements and a payment of the Pro Rated Amount. Lastly, in the case of Mr. Maffei's death or disability, he is entitled to the Standard Entitlements, a payment of 1.5 times his base salary during the year of his termination, payments of the Pro Rated Amount and the Un-Pro Rated Amount, and, only in the case of his termination for disability, the Services.Severance Benefits. The ~~2015~~2019 Maffei Employment Agreement also contains other customary terms and conditions.

LIBERTY MEDIA CORPORATION 2021 PROXY STATEMENT | 49


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Name and Address of Beneficial Owner	Title of Class

John C. Malone	LSXMA	1,202,487	(1)	1.2	47.6
c/o Liberty Media Corporation	LSXMB	9,455,341	(1)	95.8
12300 Liberty Boulevard	LSXMK	18,840,628	(1)	8.5
Englewood, CO 80112	BATRA	120,246	(1)	1.2
	BATRB	945,532	(1)	95.8
	BATRK	1,884,062	(1)	8.5
	LMCA	300,619	(1)	1.2
	LMCB	2,363,837	(1)	95.8
	LMCK	4,710,156	(1)	8.5
Berkshire Hathaway	LSXMA	10,000,000	(2)	9.8	5.0
3555 Farnam Street	LSXMB	—		—
Omaha, NE 68131	LSXMK	20,000,000	(2)	9.0
	BATRA	1,000,000	(2)	9.8
	BATRB	—		—
	BATRK	2,000,000	(2)	9.0
	LMCA	2,500,000	(2)	9.8
	LMCB	—		—
	LMCK	5,000,000	(2)	9.0



WB	1,965,000	3,135,000	196,500	313,500	491,250	783,750
WB, GEICO and NIC	6,980,980	16,145,817	698,098	1,614,581	1,745,245	4,036,454
WB and NF&MIC	933,391	508,654	93,339	50,865	233,347	127,163
WB and NIC	120,629	210,529	12,062	21,052	30,157	52,632

Name	Title of Series	Amount and Nature of Beneficial Ownership

		(In thousands)
John C. Malone	LSXMA		1,202	(1)(2)(3)	1.2	47.6
Chairman of the Board	LSXMB		9,455	(1)(2)(4)	95.8
and Director	LSXMK		18,841	(1)(3)(4)(5)	8.5
	BATRA		120	(1)(2)(3)	1.2
	BATRB		946	(1)(2)(4)	95.8
	BATRK		1,884	(1)(3)(4)(5)	8.5
	LMCA		301	(1)(2)(3)(4)(6)	1.2
	LMCB		2,364	(1)(2)(4)	95.8
	LMCK		4,710	(1)(3)(4)(5)(6)	8.5
	SIRI		267	(6)	*	*
Gregory B. Maffei	LSXMA		3,030	(7)(8)	2.9	1.5
President, Chief Executive	LSXMB		—		—
Officer and Director	LSXMK		6,580	(5)(7)(8)	2.9
	BATRA		303	(7)(8)	2.9
	BATRB		—		—
	BATRK		657	(5)(7)(8)	2.9
	LMCA		757	(7)(8)(9)	2.9
	LMCB		—		—
	LMCK		1,642	(5)(7)(8)(9)	2.9
	SIRI		99	(10)	*	*



John C. Malone	530	53	132
Gregory B. Maffei	36,982	3,698	9,245
Albert E. Rosenthaler	6,817	681	1,704
Christopher W. Shean	13,448	1,345	3,364

Total	57,777	5,777	14,445



M. Ian G. Gilchrist	854	—	85	—	213	—
Gregory B. Maffei	1,165,787	2,784,974	116,599	277,295	291,362	692,858
Evan D. Malone	2,697	5,493	269	549	674	1,374
Larry E. Romrell	2,697	5,493	269	549	674	1,374
Albert E. Rosenthaler	33,275	107,393	3,328	10,718	8,316	26,782
Christopher W. Shean	49,911	141,280	4,991	14,108	12,474	35,252

Total	1,255,221	3,044,633	125,541	303,219	313,713	757,640



Robert R. Bennett	—	5,468	—	546	—	1,366
Brian M. Deevy	—	2,843	—	284	—	710
M. Ian G. Gilchrist	—	1,422	—	142	—	355
Evan D. Malone	—	2,625	—	262	—	656
David E. Rapley	—	4,047	—	404	—	1,011
Larry E. Romrell	—	2,625	—	262	—	656
Andrea L. Wong	—	5,468	—	546	—	1,366
Richard N. Baer	9,686	19,372	968	1,937	2,421	4,843

Total	9,686	43,870	968	4,383	2,421	10,963

	2015(1)

Audit fees	$	1,730,000	1,584,000
Audit related fees(2)		79,000	32,000

Audit and audit related fees		1,809,000	1,616,000
Tax fees(3)		456,000	548,000

Total fees	$	2,265,000	2,164,000

Name	LMC Maximum Individual Bonus				Aggregate Dollar Amount

Gregory B. Maffei	$	3,170,476	81.3	%	$	2,576,011
Richard N. Baer	$	525,146	81.3	%	$	426,681
Albert E. Rosenthaler	$	459,000	87.5	%	$	401,625
Christopher W. Shean	$	387,600	81.3	%	$	314,925

(dollar amounts in millions)	2015 Forecast		2015 Actual

Revenue(1)	$	7,123.1	$	7,216.0	101.3	%
Adjusted OIBDA(1)	$	1,848.0	$	1,855.0	100.4	%
Free Cash Flow(1)(2)	$	1,263.3	$	1,357.3	107.4	%

Name	LMC Maximum Corporate Bonus				Aggregate Dollar Amount

Gregory B. Maffei	$	1,569,816	100	%	$	1,569,816
Richard N. Baer	$	286,020	100	%	$	286,020
Albert E. Rosenthaler	$	277,771	100	%	$	277,771
Christopher W. Shean	$	277,771	100	%	$	277,771

Name	Combined Maximum Bonus

Gregory B. Maffei	$	9,607,502	84.6	%
Richard N. Baer	$	1,750,486	84.6	%
Albert E. Rosenthaler	$	1,700,000	88.3	%
Christopher W. Shean	$	1,700,000	84.6	%

	Sirius XM (weighted 82%)									Braves Holdings (weighted 6%)									Live Nation (weighted 12%)

	Revenue			Adjusted OIBDA			Free Cash Flow(1)			Revenue			Adjusted OIBDA			Free Cash Flow(1)			Revenue			Adjusted OIBDA			Free Cash Flow(1)
	(dollars in millions)
Metric weighting		25	%		50	%		25	%		25	%		50	%		25	%		25	%		50	%		25	%
Percentage achieved		9.30	%		12.99	%		106.91	%		(2.88	)%		155.55	%		159.61	%		10.75	%		10.99	%		97.57	%
Vesting percentage		100.00	%		100.00	%		93.80	%		0.00	%		31.10	%		100.00	%		100.00	%		100.00	%		74.60	%
Weighted average vesting					98.46	%								40.56	%								93.65	%
Total weighted vesting percentage														94.40	%

Name and Principal Position (as of 12/31/15)

John C. Malone	2015	2,145	—	—	—	—	239,961	670,237	(8)	912,343
Chairman of the Board	2014	1,326	—	—	—	—	246,409	485,716	(8)	733,451
	2013	884	—	—	—	—	252,176	539,176	(8)	792,236
Gregory B. Maffei	2015	960,750	—	1,280,731	5,085,655	4,145,828	99,232	527,975	(9)(10)	12,100,171
President and Chief	2014	1,057,491	—	—	36,668,946	3,349,692	52,641	435,651	(9)(10)	41,564,421
Executive Officer	2013	868,219	—	—	—	2,413,619	9,366	277,561	(9)(10)	3,568,765
Richard N. Baer	2015	437,622	—	—	—	712,701	—	15,701		1,166,024
Senior Vice President	2014	424,875	—	—	—	662,677	—	15,451		1,103,003
and General Counsel	2013	419,100	—	—	—	746,625	—	2,549		1,168,274
Albert E. Rosenthaler	2015	380,340	—	—	4,417,286	679,396	—	14,131		5,491,153
Senior Vice President	2014	440,928	—	—	—	538,560	—	17,305		996,794
	2013	397,761	—	—	—	494,893	—	15,748		908,403
Christopher W. Shean	2015	322,397	—	—	4,417,286	592,696	22,388	16,693	(10)(11)	5,371,460
Senior Vice President	2014	424,784	—	—	—	495,711	17,295	20,449	(10)(11)	958,240
and Chief Financial	2013	396,550	—	—	—	368,792	17,499	13,605		796,446
Officer

Chief Executive Officer Total Annual Compensation	$	47,123,062
Median Employee Total Annual Compensation	$	100,400
Ratio of Chief Executive Officer to Median Employee Total Annual Compensation		469:1

Chief Executive Officer Total Annual Compensation (without 2020 Maffei Term Options)	$	28,016,499
Median Employee Total Annual Compensation	$	100,400
Ratio of Chief Executive Officer to Median Employee Total Annual Compensation		279:1



				Estimated Future Payouts under Non-Equity Incentive Plan Awards						Estimated Future Payouts under Equity Incentive Plan Awards								Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date			Threshold ($)(1)		Target ($)(1)		Maximum ($)(2)		Threshold (#)(3)		Target (#)(3)		Maximum (#)(4)				Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Gregory B. Maffei
		2/26/2015	(5)		—		—		4,803,750		—		—		—	—			—		—
LMCK		3/31/2015	(6)		—		—		—		—		418,414		—	—			38.20		5,085,655
LMCK		3/31/2015	(6)		—		—		—		—		33,527		—	—			—		1,280,731
Richard N. Baer
		2/26/2015	(5)		—		—		875,243		—		—		—	—			—		—
Albert E. Rosenthaler
		2/26/2015	(5)		—		—		850,000		—		—		—	—			—		—
LMCK		3/4/2015			—		—		—		—		—		—	118,100	(7)		39.65		1,324,066
LMCK		3/4/2015			—		—		—		—		—		—	192,538	(8)		39.65		3,093,219
Christopher W. Shean
		2/26/2015	(5)		—		—		850,000		—		—		—	—			—		—
LMCK		3/4/2015			—		—		—		—		—		—	118,100	(7)		39.65		1,324,066
LMCK		3/4/2015			—		—		—		—		—		—	192,538	(8)		39.65		3,093,219

Name	Grant Date	Committee Action Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards						Estimated Future Payouts under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date	Committee Action Date	Threshold ($)(1)		Target ($)(1)		Maximum ($)(2)		Threshold (#)(3)		Target (#)(3)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Gregory B. Maffei
	03/11/2020(4)			—		7,480,000		14,960,000		—		—		—		—		—		—		—
LSXMK	03/11/2020			—		—		—		—		—		—		—		387,603(5)		39.87		3,378,018
BATRK	03/11/2020			—		—		—		—		—		—		—		136,528(5)		20.07		637,799
FWONK	03/11/2020			—		—		—		—		—		—		—		246,310(5)		28.61		1,858,810
LSXMK	04/14/2020			—		—		—		—		—		—		8,571(6)		—		—		283,786
BATRK	04/14/2020			—		—		—		—		—		—		3,057(6)		—		—		55,546
FWONK	04/14/2020			—		—		—		—		—		—		6,959(6)		—		—		171,748
LSXMK	06/08/2020	05/21/2020		—		—		—		—		—		—		209,290(7)		—		—		8,333,928
LSXMK	06/08/2020	05/21/2020		—		—		—		—		—		—		229(7)		—		—		9,119
LSXMK	12/10/2020			—		—		—		—		—		—		—		665,140(8)		42.13		8,231,320
BATRK	12/10/2020			—		—		—		—		—		—		—		352,224(8)		26.36		2,910,518
FWONK	12/10/2020			—		—		—		—		—		—		—		544,508(8)		43.01		7,964,725
Brian J. Wendling
	03/11/2020(4)			—		—		699,120		—		—		—		—		—		—		—
LSXMK	03/11/2020(9)			—		—		—		—		3,057		—		—		—		—		121,883
BATRK	03/11/2020(9)			—		—		—		—		1,482		—		—		—		—		29,744
FWONK	03/11/2020(9)			—		—		—		—		3,466		—		—		—		—		99,162
LSXMK	06/08/2020	05/21/2020		—		—		—		—		—		—		3,358(7)		—		—		133,716
LSXMK	06/08/2020	05/21/2020		—		—		—		—		—		—		96(7)		—		—		3,823
LSXMK	12/10/2020			—		—		—		—		—		—		—		34,366(10)		42.13		425,290
BATRK	12/10/2020			—		—		—		—		—		—		—		13,649(10)		26.36		112,785
FWONK	12/10/2020			—		—		—		—		—		—		—		28,960(10)		43.01		423,609
Albert E. Rosenthaler
	03/11/2020(4)			—		—		1,557,365		—		—		—				—		—		—
LSXMK	03/11/2020(9)			—		—		—		—		6,294		—		—		—		—		250,942
BATRK	03/11/2020(9)			—		—		—		—		3,051		—		—		—		—		61,234
FWONK	03/11/2020(9)			—		—		—		—		7,135		—		—		—		—		204,132
LSXMK	06/08/2020	05/21/2020		—		—		—		—		—		—		6,231(7)		—		—		248,118
LSXMK	06/08/2020	05/21/2020		—		—		—		—		—		—		168(7)		—		—		6,690
LSXMK	12/10/2020			—		—		—		—		—		—		—		62,080(10)		42.13		768,260
BATRK	12/10/2020			—		—		—		—		—		—		—		24,656(10)		26.36		203,739
FWONK	12/10/2020			—		—		—		—		—		—		—		52,316(10)		43.01		765,246
Renee L. Wilm
	03/11/2020(4)			—		—		1,303,073		—		—		—		—		—		—		—
LSXMK	03/11/2020(9)			—		—		—		—		5,057		—		—		—		—		201,623
BATRK	03/11/2020(9)			—		—		—		—		2,451		—		—		—		—		49,192
FWONK	03/11/2020(9)			—		—		—		—		5,733		—		—		—		—		164,021
LSXMK	06/08/2020	05/21/2020		—		—		—		—		—		—		2,377(7)		—		—		94,652
LSXMK	06/08/2020	05/21/2020		—		—		—		—		—		—		135(7)		—		—		5,376
LSXMK	12/10/2020			—		—		—		—		—		—		—		16,717(10)		42.13		206,878
BATRK	12/10/2020			—		—		—		—		—		—		—		6,639(10)		26.36		54,860
FWONK	12/10/2020			—		—		—		—		—		—		—		14,088(10)		43.01		206,071

	Option awards										Stock awards
Name	Number of securities underlying unexercised options (#) Exercisable		Number of securities underlying unexercised options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option exercise price ($)		Option expiration date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Gregory B. Maffei
Option Awards
LSXMK		3,337,193		—		—		28.01		12/24/2021		—		—		—		—
LSXMK		348,109		—		—		31.44		03/31/2022		—		—		—		—
LSXMK		62,339		—		—		30.26		03/15/2023		—		—		—		—
LSXMK		724,228		—		—		31.07		03/29/2023		—		—		—		—
LSXMK		897,694		—		—		36.78		05/11/2024		—		—		—		—
LSXMK		22,465		—		—		36.78		05/11/2024		—		—		—		—
LSXMK		632,752		—		—		42.50		03/05/2025		—		—		—		—
LSXMK		94,913		—		—		40.53		03/06/2026		—		—		—		—
LSXMK		396,283		—		—		40.53		03/06/2026		—		—		—		—
LSXMK		—		927,334(1)		—		47.11		12/15/2026		—		—		—		—
LSXMK		387,603		—		—		39.87		03/11/2027		—		—		—		—
LSXMK		—		665,140(2)		—		42.13		12/10/2027		—		—		—		—
BATRK		333,910		—		—		16.17		12/24/2021		—		—		—		—
BATRK		33,491		—		—		18.15		03/31/2022		—		—		—		—
BATRK		6,255		—		—		17.47		03/15/2023		—		—		—		—
BATRK		74,322		—		—		17.94		03/29/2023		—		—		—		—
BATRK		133,594		—		—		23.51		03/30/2024		—		—		—		—
BATRK		15,283		—		—		23.51		03/30/2024		—		—		—		—
BATRK		46,052		—		—		23.34		03/05/2025		—		—		—		—
BATRK		6,908		—		—		27.73		03/06/2026		—		—		—		—
BATRK		—		313,342(1)		—		29.10		12/15/2026		—		—		—		—
BATRK		136,528		—		—		20.07		03/11/2027		—		—		—		—
BATRK		—		352,224(2)		—		26.36		12/10/2027		—		—		—		—
FWONK		834,316		—		—		16.16		12/24/2021		—		—		—		—
FWONK		83,682		—		—		18.14		03/31/2022		—		—		—		—
FWONK		15,631		—		—		17.46		03/15/2023		—		—		—		—
FWONK		185,703		—		—		17.93		03/29/2023		—		—		—		—
FWONK		171,299		—		—		33.92		03/30/2024		—		—		—		—
FWONK		138,655		—		—		31.99		03/05/2025		—		—		—		—
FWONK		20,798		—		—		33.94		03/06/2026		—		—		—		—
FWONK		205,149		—		—		33.94		03/06/2026		—		—		—		—
FWONK		—		588,954(1)		—		43.85		12/15/2026		—		—		—		—
FWONK		246,310		—		—		28.61		03/11/2027		—		—		—		—
FWONK		—		544,508(2)		—		43.01		12/10/2027		—		—		—		—
Brian J. Wendling
Option Awards
LSXMK		45,818		—		—		30.51		05/12/2022		—		—		—		—
LSXMK		79,838		—		—		30.51		05/12/2023		—		—		—		—
LSXMK		—		34,366(3)		—		42.13		12/10/2027		—		—		—		—
BATRK		4,655		—		—		17.62		05/12/2022		—		—		—		—
BATRK		8,111		—		—		17.62		05/12/2023		—		—		—		—
BATRK		—		13,649(3)		—		26.36		12/10/2027		—		—		—		—
FWONK		11,631		—		—		17.61		05/12/2022		—		—		—		—
FWONK		20,267		—		—		17.61		05/12/2023		—		—		—		—
FWONK		—		28,960(3)		—		43.01		12/10/2027		—		—		—		—
RSU Awards
LSXMK		—		—		—		—		—		—		—		3,057(4)		133,010

	Option Awards				Stock Awards

Name	Number of shares acquired on exercise (#)(1)		Value realized on exercise ($)		Number of shares acquired on vesting (#)(1)		Value realized on vesting ($)
Gregory B. Maffei
LMCA		437,023		6,721,414		—		—
LMCK		883,096		12,690,090		—		—
Richard N. Baer
LMCA		—		—		9,686		381,532
LMCK		—		—		19,372		741,366
Albert E. Rosenthaler
LMCA		66,324		1,038,872		19,091		—	(2)
LMCK		134,022		2,125,269		38,182		—	(2)
Christopher W. Shean
LMCA		—		—		19,091		—	(2)
LMCK		—		—		38,182		—	(2)

Name	Executive contributions in 2020 ($)		Registrant contributions in 2020 ($)		Aggregate earnings in 2020 ($)(1)		Aggregate withdrawals/ distributions ($)		Aggregate balance at 12/31/20 ($)(1)(2)
John C. Malone		—		—		2,029,310		3,082,818		15,604,723
Gregory B. Maffei		—		—		719,030		—		8,443,618
Brian J. Wendling		517,679		—		144,637		—		2,639,369
Albert E. Rosenthaler		—		—		—		—		—
Renee L. Wilm		—		—		—		—		—

Name

John C. Malone	—	—	2,513,056	(3,082,818	)	19,784,465
Gregory B. Maffei	—	—	460,766	—		5,410,811
Christopher W. Shean(3)	288,222	—	97,778	(122,958	)	1,294,345

	Name
~~Name~~		Amount ($)
	John C. Malone			~~239,961~~	194,132
	Gregory B. Maffei			~~99,232~~	537,468
~~Richard N. Baer~~	Brian J. Wendling				96,448
	Albert E. Rosenthaler				—
~~Albert E. Rosenthaler~~	Renee L. Wilm				—
~~Christopher W. Shean~~			~~22,388~~

Name	Voluntary Termination Without Good Reason ($)		Termination for Cause ($)		Termination Without Cause or for Good Reason ($)		Death ($)		Disability ($)		After a Change in Control ($)
John C. Malone
Lump Sum Severance(1)		19,500		—		19,500		—		19,500		19,500
Installment Severance Plan(2)		15,879,810		15,879,810		15,879,810		15,879,810		15,879,810		15,879,810
1993 Deferred Compensation Arrangement(3)		1,948,265		1,948,265		1,948,265		1,431,330		1,948,265		1,948,265
1982 Deferred Compensation Arrangement(3)		22,971,178		22,971,178		22,971,178		14,173,393		22,971,178		22,971,178
Options		—		—		—		—		—		—
RSUs		—		—		—		—		—		—
Total		40,818,753		40,799,253		40,818,753		31,484,533		40,818,753		40,818,753
Gregory B. Maffei
Severance		6,970,000(4)		—		30,750,000(5)		30,750,000(5)		30,750,000(5)		—
Deferred Compensation		8,443,618(6)		8,443,618(6)		8,443,618(6)		8,443,618(6)		8,443,618(6)		8,443,618(7)
Options		117,538,436(8)		117,538,436(8)		118,456,329(9)		118,456,329(10)		118,456,329(10)		117,538,436(11)
RSUs		—(8)		—(8)		—(9)		—(10)		—(10)		—(11)
Perquisites (12)		—		—		243,968		—		243,968		—
Total		132,952,054		125,982,054		157,893,915		157,649,947		157,893,915		125,982,054
Brian J. Wendling
Deferred Compensation		2,639,369(6)		2,639,369(6)		2,639,369(6)		2,639,369(6)		2,639,369(6)		2,639,369(7)
Options		2,523,340(8)		—(13)		2,544,238(14)		2,570,765(10)		2,570,765(10)		2,570,765(10)
RSUs		—(8)		—(13)		317,534(14)		317,534(10)		317,534(10)		317,534(10)
Total		5,162,709		2,639,369		5,501,140		5,527,668		5,527,668		5,527,668
Albert E. Rosenthaler
Options		3,788,286(8)		—(13)		3,826,035(14)		3,873,957(10)		3,873,957(10)		3,873,957(10)
RSUs		—(8)		—(13)		653,712(14)		653,712(10)		653,712(10)		653,712(10)
Total		3,788,286		—		4,479,747		4,527,669		4,527,669		4,527,669
Renee L. Wilm
Options		—(8)		—(13)		10,165(14)		23,069(10)		23,069(10)		23,069(10)
RSUs		—(8)		—(13)		525,237(14)		525,237(10)		525,237(10)		525,237(10)
Total		—		—		535,402		548,306		548,306		548,306

Name	# of LSXMK Options		Exercise Price ($)		# of BATRK Options		Exercise Price ($)		# of FWONK Options		Exercise Price ($)
Brian M. Deevy		2,794		42.13		396		26.36		1,686		43.01
M. Ian G. Gilchrist		5,587		42.13		—		—		3,373		43.01
Evan D. Malone		5,587		42.13		793		26.36		3,373		43.01
David E. Rapley		2,794		42.13		396		26.36		1,686		43.01
Larry E. Romrell		5,587		42.13		793		26.36		3,373		43.01
Andrea L. Wong		5,587		42.13		—		—		—		—

Name	Adjustment RSUs		Adjustment Restricted Shares
Robert R. Bennett		40		—
Brian M. Deevy		20		460
M. Ian G. Gilchrist		—		828
Evan D. Malone		—		1,106
David E. Rapley		20		553
Larry E. Romrell		—		1,106
Andrea L. Wong		—		785

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		118,000(4)		126,556		—		43,708		22,537(6)		310,801
Brian M. Deevy		198,000(7)		81,574		62,511		—		22,537(6)		364,621
M. Ian G. Gilchrist		198,000(7)		39,508		118,479		—		22,537(6)		378,524
Evan D. Malone		108,000		44,041		125,032		—		—		277,073
David E. Rapley		138,000(4)		85,277		62,511		29,312		22,537(6)		337,636
Larry E. Romrell		148,000		44,041		125,032		—		22,537(6)		339,610
Andrea L. Wong		148,000(4)(7)		87,128		69,141		42,525		19,234(6)		366,028

Name(1)

Robert R. Bennett	98,000	(4)	106,044	—	3,542	17,925	(5)	225,511
Brian M. Deevy(6)	68,833		106,044	54,886	—	12,284	(5)	242,047
Donne F. Fisher(7)	64,000		—	—	—	13,963	(5)(8)	77,963
M. Ian G. Gilchrist	148,000		53,041	52,457	—	17,925	(5)	271,423
Evan D. Malone	88,000		—	104,906	—	—		192,906
David E. Rapley	118,000		53,041	52,457	—	17,925	(5)	241,423
Larry E. Romrell	128,000		—	104,906	—	17,925	(5)	250,831
Andrea L. Wong	108,000		106,044	—	2,786	1,000	(8)	217,830

	Robert R. Bennett		Brian M. Deevy		M. Ian G. Gilchrist		Evan D. Malone		David E. Rapley		Larry E. Romrell		Andrea L. Wong
Options (#)
LSXMK		—		20,024		36,577		46,972		23,487		46,972		34,972
BATRK		—		2,723		4,663		6,196		3,097		6,196		3,229
FWONK		—		10,728		20,123		20,771		10,384		20,771		8,548
RSUs (#)
LSXMK		1,640		820		—		—		820		—		—
BATRK		248		124		248		—		124		—		248
FWONK		1,147		573		—		—		573		—		1,147



Options/SARs
LMCA	—	—	6,332	851	2,688	—	2,688	—
LMCK	—	5,035	12,797	14,362	17,141	5,855	17,141	—
Restricted Stock
LMCA	—	—	—	—	—	—	—	—
LMCK	5,468	2,843	—	1,422	2,625	4,047	2,625	5,468

Name	2020 Deferred Compensation ($)		2020 Above Market Earnings on Accrued Interest ($)
Robert R. Bennett		115,092		43,708
David E. Rapley		135,092		29,312
Andrea L. Wong		126,098		42,525