QVC Group (QVCGA) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 12, 2025, with voting on four key proposals: election of directors, a reverse stock split, auditor ratification, and a say-on-pay advisory vote.

• The company completed Project Athens, improving margins and free cash flow, and launched a new strategy to focus on live social shopping and revenue growth.

• QVC Group operates six major retail brands, reaching over 200 million homes globally through multiple digital and TV platforms.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors (Richard N. Barton and M. Ian G. Gilchrist) for terms expiring in 2028.

• Proposal to approve a reverse stock split (1-for-2 up to 1-for-50) to maintain Nasdaq listing compliance.

• Proposal to ratify KPMG LLP as independent auditors for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board will reduce from nine to seven members after the meeting due to retirements.

• Majority of directors are independent; separate Chairman and CEO roles.

• Board committees (audit, compensation, nominating/governance) are chaired by independent directors.

• Board uses a classified structure with three-year terms to promote long-term focus and continuity.

• Stockholder access to director nomination and communication processes is emphasized.