DEF: Liberty Live Holdings Sets 2026 Annual Meeting Agenda

Sentiment:

Proxy Statement 26 March 2026 4:08 PM

📋All filings for Liberty Live Holdings, INC

Liberty Live Holdings, Inc. announces its 2026 annual meeting of stockholders to be held virtually on May 11, 2026, to vote on director election, auditor ratification, executive compensation, and say-on-pay frequency.

Summary

The 2026 annual meeting of stockholders will be held virtually on May 11, 2026, at 12:00 p.m. Mountain time.
Stockholders will vote on four key proposals: the election of Bill Kurtz as a Class I director, the ratification of KPMG LLP as independent auditors for fiscal year 2026, an advisory vote on named executive officer compensation (say-on-pay), and an advisory vote on the frequency of future say-on-pay votes.
The Board of Directors unanimously recommends a vote FOR the director nominee, FOR the auditors ratification proposal, FOR the say-on-pay proposal, and in favor of a 3-YEAR frequency for future say-on-pay votes.
Only holders of Series A and Series B Liberty Live Group common stock as of the record date, March 23, 2026, are entitled to vote.
Proxy materials were first mailed and made available on or about March 27, 2026.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a standard proxy filing with strong corporate governance practices and clear communication regarding the upcoming annual meeting and proposals. The emphasis on long-term value creation and a disciplined approach to capital allocation suggests a stable strategic direction.

Positives

The Board of Directors demonstrates strong internal alignment by unanimously recommending a vote FOR all proposals.
KPMG LLP is recommended as independent auditors due to its independence, limited ancillary services, reasonable fees, and significant industry and financial reporting expertise.
The executive compensation structure is designed to align with the ultimate goal of appropriately motivating executives to increase long-term company value.
Robust corporate governance practices are in place, including a separate Chairman of the Board and Chief Executive Officer, executive sessions for independent directors, independent chairs for key committees, and a well-established risk oversight process.
The classified board structure is believed to encourage a long-term focus and provide continuity of leadership, which is beneficial for the company and its stockholders.

Risks

Possible changes in market acceptance of new products or services.
Regulatory matters affecting the company's businesses.
The unfavorable outcome of pending or future litigation.
Failure to realize benefits of acquisitions.
Rapid industry change.
Failure of third parties to perform.
Continued access to capital on terms acceptable to Liberty Live Holdings.
Changes in law, including consumer protection laws, and their enforcement.
Risks related to material environmental and social matters such as climate change, human capital management, and community relations.

Future Outlook

The company is primarily engaged in the live entertainment industry through its subsidiary, Quint, and equity method affiliate, Live Nation, and expects to benefit from durable demand for live entertainment and shared experiences. It plans to evaluate capital deployment, its balance sheet, and strategic alternatives with a high degree of flexibility, applying rigorous capital allocation frameworks to maximize per-share value across market cycles. The company maintains a long-term orientation, recognizing the enduring value of scaled live entertainment platforms and investing with patience through economic cycles. The Board recommends a 3-year frequency for say-on-pay votes to encourage a focus on the long-term effectiveness of the executive compensation program and its alignment with midto long-term strategic objectives.

Management Comments

"You are cordially invited to attend the 2026 annual meeting of stockholders of Liberty Live Holdings, Inc."
"Thank you for your cooperation and continued support and interest in Liberty Live Holdings, Inc."
The Board of Directors believes 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, encouraging long-term focus and continuity of leadership.
The Board of Directors believes the division of responsibility with separate Chairman and Chief Executive Officer positions effectively assists the Board in fulfilling its duties.
The Board believes that the outside service of our directors does not conflict with, and instead enhances, their respective roles and responsibilities at our company.

Industry Context

StockSavvy.ai notes that Liberty Live Holdings' strategic focus on the live entertainment industry, primarily through its subsidiary Quint and equity method affiliate Live Nation, positions it to capitalize on the robust and durable demand for shared experiences. The company's emphasis on financially disciplined capital allocation and a long-term investment horizon aligns with a strategic approach to a sector that, while potentially cyclical, has demonstrated resilience. The recent split-off from Liberty Media in December 2025 suggests a deliberate move to streamline operations and enhance shareholder value by focusing on core live entertainment assets, a common trend among larger conglomerates seeking to unlock value from distinct business segments.

Comparison to Industry Standards

The company's executive compensation structure, designed to align with increasing long-term company value, reflects a common industry best practice aimed at fostering sustained performance.
The Board's recommendation for a 3-year say-on-pay frequency is a strategic choice that contrasts with companies opting for annual votes, aiming to encourage a longer-term perspective on executive performance and compensation effectiveness, a practice adopted by some mature companies in the media and entertainment sector to reduce short-term pressures.
Liberty Live Holdings' corporate governance practices, including independent board oversight, separate Chairman and CEO roles, and a robust risk oversight framework, align with or exceed standards often observed in leading public companies, particularly those with complex ownership structures or recent spin-offs from larger entities like the broader Liberty family of companies.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Class I Director	N/A	Bill Kurtz	December 2025	Joined the Board in connection with the split-off from Liberty Media; standing for election for the first time.
Chairman of the Board	N/A	Robert R. Bennett	December 2025	Appointed Chairman of the Board.
President and Chief Executive Officer	N/A	Chad R. Hollingsworth	January 2025	Appointed to the role.
Principal Financial Officer and Chief Accounting Officer	N/A	Brian J. Wendling	January 2025	Appointed to the role.
Chief Legal Officer and Chief Administrative Officer	N/A	Renee L. Wilm	January 2025	Appointed to the role.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Independence Policy	A majority of the Board of Directors members are independent of management, with David J.A. Flowers, Bill Kurtz, and Carl E. Vogel qualifying as independent directors.	N/A	Ensures objective oversight and adherence to Nasdaq and SEC independence rules.
Board Composition	The Board is comprised of directors with a broad range of backgrounds and skill sets, including sports, media, telecommunications, venture capital, investment banking, and finance, along with chronological diversity.	N/A	Enhances the Board's ability to develop company strategy and oversee management's execution through diverse perspectives and expertise.
Board Classification	The Board consists of five directors divided among three classes, with directors serving three-year terms.	N/A	Encourages a long-term focus, provides continuity of leadership, and ensures experienced directors are always serving.
Board Leadership Structure	The positions of Chairman of the Board (Robert R. Bennett) and Chief Executive Officer (Chad R. Hollingsworth) are separated.	N/A	Effectively assists the Board in fulfilling its duties by providing distinct leadership roles for governance and management.
Risk Oversight Framework	The Board as a whole is responsible for risk oversight, with specific areas reviewed by the Audit, Compensation, and Nominating and Corporate Governance committees. Management reporting processes provide visibility on critical short-, intermediate-, and long-term risks, including strategic, operational, financial, legal, compliance, cybersecurity, and environmental/social matters.	N/A	Ensures comprehensive identification, assessment, and management of various risks across the company's operations and strategic objectives.
Code of Business Conduct and Ethics	A code of business conduct and ethics applies to all employees, directors, and officers, serving as the company's code of ethics.	N/A	Promotes high standards of ethical business conduct and compliance with applicable laws and regulations.
Insider Trading Policy	An Insider Trading Policy governs the purchase, sale, and other dispositions of company securities by directors, officers, and employees.	N/A	Designed to promote compliance with insider trading laws, rules, and regulations, and exchange listing standards.
Board Committees	Four standing committees: Audit, Compensation, Executive, and Nominating and Corporate Governance. All members of the Audit, Compensation, and Nominating and Corporate Governance committees are independent.	N/A	Provides specialized oversight for critical areas such as financial reporting, executive compensation, and corporate governance, enhancing board effectiveness.
Director Candidate Criteria	Nominees for director should possess the highest personal and professional ethics, integrity, values, and judgment, and be committed to long-term stockholder interests. Factors considered include independence, unique background, judgment, existing commitments, personal conflicts, and impact on board composition.	N/A	Ensures the selection of highly qualified and diverse individuals for board service, contributing to effective governance.
Clawback Policy	A policy for the recovery of erroneously awarded incentive-based compensation from executive officers, implementing Dodd-Frank requirements.	N/A	Enhances accountability and aligns executive compensation with accurate financial reporting, deterring misconduct.
Recoupment Provisions	The company may require executives to repay or return cash, stock, or other incentive compensation if a material restatement of financial statements is required due to material noncompliance and misconduct by the executive.	N/A	Further strengthens executive accountability for financial integrity and performance.

Legal Proceedings

No directors or executive officers have had any involvement in material legal proceedings during the past ten years.
All Section 16(a) filing requirements were met for the year ended December 31, 2025, except for one Form 3 and one Form 4 (reporting nine transactions) filed by Berkshire Hathaway, Inc. on February 17, 2026, and one Form 3 filed by Ted R. Weschler on February 17, 2026.

Related Party Transactions

**Reorganization Agreement (December 14, 2025) with Liberty Media:** Governs the principal corporate transactions for the split-off, mutual indemnification obligations (excluding taxes), and confidentiality provisions.
**Tax Sharing Agreement (December 15, 2025) with Liberty Media:** Allocates taxes, tax benefits, tax items, and tax-related losses between Liberty Media and Liberty Live Holdings, with indemnification for allocated taxes and losses.
**Services Agreement (December 15, 2025) with Liberty Media:** Liberty Media provides administrative, executive, and management services, including legal, investor relations, tax, accounting, treasury, internal audit, and IT services, in exchange for a monthly management fee and reimbursement of out-of-pocket expenses. The agreement continues until December 31st of the third calendar year following the Split-Off, subject to earlier termination conditions.
**Facilities Sharing Agreement (December 15, 2025) with Liberty Media and Liberty Property Holdings, Inc.:** Allows Liberty Live Holdings to share office facilities at 12300 Liberty Boulevard, Englewood, Colorado, for a sharing fee based on fair market rental rate and estimated usage. The agreement has an initial three-year term, subject to earlier termination conditions.
**Aircraft Time Sharing Agreement (December 15, 2025) with Liberty Media:** Liberty Media leases an aircraft and provides a flight crew to Liberty Live Holdings on a periodic, non-exclusive time-sharing basis. Liberty Live Holdings pays actual expenses for each flight up to the maximum permitted by Federal Aviation Administration rules. The agreement continues until December 15, 2026, then renews month-to-month.

Stakeholder Impact

**Shareholders:** Directly impacted by the proposals to be voted on at the annual meeting, including director election, auditor ratification, and executive compensation. The split-off from Liberty Media in December 2025 was intended to increase proprietary interest in the business. Equity incentive plans are designed to encourage shareholder alignment.
**Executives/Employees:** Executive compensation is structured to motivate long-term value creation, with equity awards forming a significant part of their remuneration. Executive officers are primarily compensated by Liberty Media under a services agreement, with Liberty Live Holdings paying a management fee.
**Board of Directors:** The classified board structure and strong governance practices aim to ensure stability, continuity, and effective oversight, benefiting the company's long-term strategic direction.

Next Steps

Stockholders are encouraged to attend and vote at the 2026 annual meeting on May 11, 2026.
Stockholders will consider and vote on the election of Bill Kurtz as a Class I director.
Stockholders will consider and vote on the ratification of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026.
Stockholders will consider and vote on an advisory basis on named executive officer compensation.
Stockholders will consider and vote on an advisory basis on the frequency of future say-on-pay votes.
The Board of Directors will carefully consider the outcome of the advisory vote on say-on-pay frequency when deciding the frequency at which future advisory votes on executive compensation will be held.
The 2027 annual meeting is anticipated to be held during the second quarter of 2027.
Stockholder proposals for inclusion in the 2027 annual meeting proxy materials must be submitted by November 27, 2026.
Stockholder proposals or director nominations for presentation at the 2027 annual meeting must be received between January 11, 2027, and February 10, 2027.
Stockholders intending to solicit proxies in support of director nominees must provide notice by March 12, 2027.

Key Dates

Date	Description
2025-12-14	Reorganization Agreement entered into with Liberty Media.
2025-12-15	Split-off from Liberty Media completed. Tax Sharing Agreement, Services Agreement, Facilities Sharing Agreement, and Aircraft Time Sharing Agreement entered into with Liberty Media.
2026-03-23	Record date for stockholders entitled to notice of and to vote at the annual meeting (5:00 p.m. New York City time).
2026-03-26	Date of the proxy statement.
2026-03-27	Notice of Internet Availability of Proxy Materials first mailed and proxy materials first made available.
2026-05-10	Deadline for voting by Internet or telephone (11:59 p.m. New York City time).
2026-05-11	2026 Annual Meeting of Stockholders to be held virtually (12:00 p.m. Mountain time). Online check-in starts shortly before the meeting.
2026-12-03	First installment vesting date for Executive Chairman Options.
2026-12-03	Vesting date for Assumed 2025 Time-based RSUs.
2026-12-08	Final tranche vesting date for Assumed 2023 Multiyear Options.
2026-12-09	Remaining one-third vesting date for Assumed 2023 Multiyear RSUs.
2026-12-15	Aircraft Time Sharing Agreement continues until this date, then automatically renews month-to-month.
2026-11-27	Deadline for stockholder proposals to be eligible for inclusion in proxy materials for the 2027 annual meeting.
2027-01-11	Earliest date for stockholder proposals or director nominations for presentation at the 2027 annual meeting.
2027-02-10	Latest date for stockholder proposals or director nominations for presentation at the 2027 annual meeting.
2027-03-12	Deadline for stockholders to provide notice for universal proxy rules for the 2027 annual meeting.
2027	Expected year for the next annual meeting, anticipated during the second quarter.
2029	Expected year for the next advisory vote on executive compensation if the 3-year frequency option is approved by stockholders.

Recommendation

hold

This is a standard proxy statement outlining routine corporate governance matters and proposals for the upcoming annual meeting. It does not contain new financial performance data or significant strategic announcements that would warrant a change in investment posture. The focus on long-term value creation and robust governance practices supports a neutral "hold" recommendation for existing investors.

Keywords

Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, Say-on-Pay, Live Entertainment, SEC Filing, Stockholder Vote, LLYVA, LLYVB, LLYVK

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