ENGLEWOOD, CO - Liberty Media Corporation (NASDAQ: LSXMA), a leader in the television broadcasting industry, announced amendments to its bylaws and director nomination process. The changes, approved by the Board on Monday, took effect immediately.
The amendments to the bylaws include adjustments to the advance notice provisions for stockholder proposals and director nominations. The window for submissions for the annual meeting is now set between 90 and 120 days prior to the anniversary of the previous year's meeting.
If the meeting date shifts by more than 20 days earlier or 70 days later than the anniversary date, notice must be received no earlier than 120 days before the annual meeting or, if later, within 90 days of the meeting or 10 days following a public announcement of the meeting.
For special meetings, stockholders must submit proposals or nominations within a similar 90 to 120-day window prior to the event.
Additional information will be required from stockholders proposing business or nominating directors, including expanded definitions of beneficial and record ownership aligned with Rule 13d-3 of the Securities and Exchange Act of 1934.
The Amended Bylaws also necessitate that director nominees and proposing persons are not subject to any undisclosed voting agreements with the company. Nominees must provide a completed and signed questionnaire detailing their background, qualifications, and independence.
Incorporating the universal proxy rule into the advance notice provisions for director nominations, the revised bylaws align with recent amendments to the Delaware General Corporation Law. These include updates on adjournment procedures, electronic stockholder lists, authorization for signing stock certificates, and electronic notice provisions.
The updated bylaws reflect Liberty Media's commitment to maintaining governance practices that support the interests of its stockholders and comply with regulatory requirements.
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