Thank you for attending the 2025 Annual Meeting of Stockholders of QVC Group. I will now turn the meeting over to the Chairman of the Meeting, Greg Maffei.
Good morning and welcome to the 2025 Annual Meeting of Stockholders of QVC Group. I'm Greg Maffei, Chairman of the Board. I will act as Chairman of this meeting. On behalf of the Directors and Senior Officers of the Company, I want to thank you for taking the time to attend this Annual Meeting. We appreciate your continued interest in QVC. At this time, I would like to introduce the Company's Corporate Secretary, Kate Jewell. Who will act as Secretary of this meeting and say a few words about our 2025 Annual Meeting Proceedings.
Thank you, Mr. Chairman. To conduct this virtual meeting in an orderly fashion, we respectfully direct your attention to the rules of conduct for the meeting located on the virtual meeting portal. Only QVC Group stockholders are permitted to ask questions during the formal meeting. We thank you in advance for helping us conduct the 2025 Annual Meeting in an orderly fashion.
Thank you, Kate. We'll now proceed with the formal items of business. Chris Amron of American Election Services has been appointed to serve as the Inspector of Election. We are here today to vote upon each of the proposals described in the Notice of the Annual Meeting Proxy Statement. Has the Inspector of Election tabulated the number of shares here today present via the virtual meeting portal or represented by proxy?
Mr. Chairman, based on information received from Broadridge and the Inspector of Election, shares of the Company's Series A common stock and Series B common stock, representing at least a majority of the aggregate voting power of such stock outstanding on the record date, are present via the virtual meeting portal or represented by proxy at today's meeting. Therefore, a quorum is present for this meeting.
Thank you, Kate. As a reporter, a quorum is represented here today. The Annual Meeting is formally called to order. Copies of the list of stock closing time to vote at the meeting and Notice of Annual Meeting and Proxy Statement relating to the Annual Meeting are available on the virtual meeting portal. As stated in the Notice of Annual Meeting and Proxy Statement, stockholders will vote on four proposals, each of which will be described in turn. Proposal One, the Election Director's Proposal, is a proposal to elect Richard Barton and Ian Gilchrist to continue serving as Class Three members of our Board until the 28th Annual Meeting of Stockholders or their earlier resignation or removal. Biographies of these nominees can be found on page 15 of the Proxy Statement. For any questions concerning the Director nominees? Kate, please confirm we have not received any questions?
Mr. Chairman, we have not received any questions.
Proposal Two, the reverse stock split proposal, is a proposal to approve the adoption of an amendment to the Company's restated certificate of incorporation to affect the reverse stock split on our Series A common stock par value of $0.01 per share on our Series B common stock par value of also $0.01 per share at a ratio of at least 1:2 and up to 1:20, with the exact ratio within the foregoing range to be determined by our Board of Directors or a committee thereof and publicly disclosed prior to the effectiveness of the reverse stock. The meeting is now open for any questions concerning the reverse stock split. Kate, please confirm we received no questions?
Mr. Chairman, we have not received any questions.
Proposal Three, the Auditor's Ratification Proposal, is a proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2025. Stuart McMullen, a partner with KPMG LLP, is prepared to respond to appropriate auditing questions. Kate, please confirm we have not received any questions for KPMG?
Mr. Chairman, we have not received any questions for KPMG.
Proposal Four, the Say-on-Pay Proposal, is a proposal to approve on an advisory basis the compensation of our named executive officers as described in the Proxy Statement under the heading Executive Compensation. The meeting is now open for any questions concerning the Say-on-Pay Proposal. Kate, please confirm that we have not received any questions?
Mr. Chairman, we have not received any questions.
The voting requirements for each of the statements of the proposals are described in the Proxy Statement. The Board of Directors recommends that you vote for each nominee listed in Proposals One and for Proposals Three and Four. The time is now 11:05 A.M. on May 12, 2025, and the polls are now open for voting on proposals. If you desire to vote at this meeting, you can do so via the virtual meeting portal. If you have previously voted by proxy, you do not need to vote today unless you wish to change your vote. Kate, please confirm the virtual meeting portal is recording and any questions?
Mr. Chairman, the virtual meeting portal has recorded any votes.
The time is now 11:06 A.M. on May 12, 2025, and the polls for voting on each of the proposals are now officially closed. Has the Inspector of Election tabulated the votes represented here by proxy on each of the proposals?
Mr. Chairman, the Inspector of Election has completed the tabulation of votes and has certified that based on preliminary results, the requisite number of shares has been voted in favor of the election of Mr. Barton and Mr. Gilchrist and in favor of Proposals Two, Three, and Four.
Based on preliminary results, Mr. Barton and Mr. Gilchrist have been duly elected as Class Three members of our Board of Directors, and Proposals Two, Three, and Four have been approved. This concludes the scheduled business as presented in the Notice of Annual Meeting and Proxy Statement. Is there any other business to properly come before this meeting? Kate, please confirm we have not received any motions for business?
Mr. Chairman, we have not received any motions.
At this time, I would like to adjourn the Annual Meeting. I would like to thank you for your attendance at this meeting and your continued interest in our Company. The 2025 Annual Meeting of Stockholders is now adjourned.
Thank you, Mr. Chairman. That concludes the QVC Group Annual Meeting of Stockholders.
Thank you. All participants may now disconnect.
The host has ended this call. Goodbye.