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, including director elections, 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.

• QVCGA shares face Nasdaq delisting risk due to low trading prices; a reverse stock split is proposed to regain compliance.

• Executive leadership changes are planned for April 2025, with new appointments and a transition of administrative functions from Liberty Media to QVC management.

Voting matters and shareholder proposals

• Shareholders will vote on electing two directors, approving a reverse stock split (1-for-2 up to 1-for-50), ratifying KPMG LLP as auditor, and approving executive compensation on an advisory basis.

• The board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 28, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board will reduce from nine to seven members after the meeting, with a majority being independent.

• Directors possess diverse skills in media, technology, finance, and sustainability.

• Board committees (audit, compensation, nominating/governance, executive) are fully independent.

• The board is classified, with three-year staggered terms to promote long-term focus and continuity.

• Stockholder access to director nominations and robust communication channels are in place.