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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
Qurate Retail, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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QURATE RETAIL, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5300
DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 2022 annual meeting of stockholders of Qurate Retail, Inc. (Qurate Retail) to be held at 8:15 a.m., Mountain time, on June 14, 2022. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2022. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 14, 2022.
At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning the proxy card if you received a paper copy of the proxy materials by mail. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.
Thank you for your cooperation and continued support and interest in Qurate Retail.
Very truly yours,
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David Rawlinson II
President and Chief Executive Officer
April 26, 2022
The Notice of Internet Availability of Proxy Materials is first being mailed on or about May 2, 2022, and the proxy materials relating to the annual meeting will first be made available on or about the same date.
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NOTICE OF 2022 ANNUAL MEETING OF
STOCKHOLDERS
Notice is hereby given of the annual meeting of stockholders of Qurate Retail, Inc. (Qurate Retail). The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders.
MEETING DATE & TIME VIRTUAL MEETING LOCATION RECORD DATE
June 14, 2022,
at 8:15 am MT
You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2022. 5:00 p.m., New York City time, on April 18, 2022
To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 14, 2022.
At the annual meeting, you will be asked to consider and vote on the following proposals. Our board of directors has unanimously approved each proposal for inclusion in the proxy materials.
PROPOSAL
BOARD
RECOMMENDATION
PAGE
1
A proposal (which we refer to as the election of directors proposal) to elect John C. Malone, M. Ian G. Gilchrist and Andrea L. Wong to continue serving as Class III members of our board until the 2025 annual meeting of stockholders or their earlier resignation or removal.
FOR each director
nominee
12
2
A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022.
FOR
34
You may also be asked to consider and vote on such other business as may properly come before the annual meeting.
We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.
YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting. You may vote electronically during the annual meeting or by proxy prior to the meeting by telephone, via the Internet or by mail:
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Internet
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Virtual Meeting
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Phone
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Mail
Vote online at www.proxyvote.com Vote live during the annual
meeting at the URL above
Vote by calling
1-800-690-6903 (toll free) in the United States or Canada
Vote by returning a properly completed, signed and dated proxy card

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WHO MAY VOTE WHO MAY NOT VOTE
Holders of record of our Series A common stock, par value $0.01 per share, and our Series B common stock, par value $0.01 per share, as of the record date will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof.
These holders will vote together as a single class on each proposal.
Holders of record of our 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (QRTEP), are not entitled to any voting powers, except as specified in the Certificate of Designations relating to QRTEP or as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting.
A list of stockholders entitled to vote at the annual meeting will be available at our offices at 12300 Liberty Boulevard, Englewood, Colorado 80112 for review by our stockholders for any purpose germane to the annual meeting for at least ten days prior to the annual meeting. If you have any questions with respect to accessing this list, please contact Qurate Retail Investor Relations at (866) 876-0461.
Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held on June 14, 2022: our Notice of Annual Meeting of Stockholders, Proxy Statement and 2021 Annual Report to Stockholders are available at www.proxyvote.com.
By order of the board of directors,
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Katherine C. Jewell
Assistant Vice President and Secretary
Englewood, Colorado
April 26, 2022
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN THE PROXY CARD IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS BY MAIL.

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PROPOSAL 2 – THE AUDITORS RATIFICATION PROPOSAL
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Proxy Summary
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.
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What’s new with this year’s proxy statement?

2021 Year in Review

Voting Roadmap on pages 3 – 4

Environmental, Social and Governance Highlights on page 5

Additional information about our board of directors, including a look at our board members’ skills and experience on pages 13 – 14
ABOUT OUR COMPANY
Qurate Retail, Inc. is a Fortune 500 company comprised of seven leading retail brands—QVC, HSN, Zulily, Ballard Designs, Frontgate, Garnet Hill, and Grandin Road (collectively, Qurate Retail Group)—all dedicated to providing a more human way to shop. Qurate Retail Group is the largest player in video commerce, which includes video-driven shopping across linear TV, ecommerce sites, digital streaming, and social platforms. The retailer reaches more than 200 million homes worldwide via 14 television networks and reaches millions more via multiple streaming services, social pages, mobile apps, websites, print catalogs, and in-store destinations.
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2021 YEAR IN REVIEW

David Rawlinson II assumed role of President in August 2021 and CEO in October 2021 and joined the board of directors in January 2022

Expanded digital platform distribution with launch of YouTube TV (January 2021), Vizio SmartCast (March 2021), TIVO+ (April 2021), Xfinity X1 & Xfinity Flex App (June 2021), Sling TV (August 2021) and Google Play Store for Android TVs (September 2021)
QURATE RETAIL, INC./1

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Proxy Summary

Distributed special cash dividend of $1.25 per common share in November 2021 for an aggregate dividend of approximately $488 million

Qurate Retail, Inc. revenue decreased 1% in constant currency(1) for full-year 2021

QxH (QVC US and HSN) revenue decreased 3% and Zulily revenue decreased 11%

QVC International revenue increased 2% in constant currency and Cornerstone revenue increased 16% with record revenue growth at each of its brands
(1)
For a definition of constant currency, see our company’s Current Report on Form 8-K, furnished on February 25, 2022.
Our Defining Attributes
FORWARD-LOOKING
We take advantage of the benefits and minimize the risks associated with the digital transition in the industries in which we invest.
NIMBLE
We structure our team to allow us to move quickly when opportunities arise, and we can be creative in our deal structures.
FINANCIALLY SOPHISTICATED
We have experience in mergers, divestitures, investing, capital deployment, credit analysis and setting capital structures.
LONG-TERM FOCUSED
We take a long-term, strategic view in our various operating businesses and are less concerned with short-term bouts of volatility.
STOCKHOLDER CENTRIC
We think like owners and are focused on long-term gains rather than short-term results. The compensation structure of our management team is closely tied to the long-term performance of our stock.
2 / 2022 PROXY STATEMENT

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Proxy Summary
VOTING ROADMAP
Proposal 1: Election of Directors Proposal (see page 12)
OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
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The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company. See pages 12 – 20 for further information.
OUR DIRECTOR NOMINEES
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JOHN C. MALONE
Director Since: 1994
Committee(s): Executive
Mr. Malone, as President of Tele-Communications, Inc. (TCI), co-founded our former parent company and is considered one of the preeminent figures in the media and telecommunications industry. He is well known for his sophisticated problem solving and risk assessment skills.
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M. IAN G. GILCHRIST
Director Since: 2009
Independent Director Committee(s): Audit (Chair)
Mr. Gilchrist’s field of expertise is in the media and telecommunications sector, having been involved with companies in this industry during much of his 32 years as an investment banker. Mr. Gilchrist brings to our board significant financial expertise and a unique perspective on the company and the media and telecommunications sector. He is also an important resource with respect to the financial services firms that our company engages from time to time.
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ANDREA L. WONG
Director Since: 2010
Independent Director Committee(s): Compensation, Nominating and Corporate Governance (Chair)
Ms. Wong brings to our board significant experience in the media and entertainment industry, having an extensive background in media programming across a variety of platforms, as well as executive leadership experience with the management and operation of companies in the entertainment sector. Her experience with programming development and production, brand enhancement and marketing brings a pragmatic and unique perspective to our board. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our board.
CURRENT BOARD OF DIRECTORS AT A GLANCE
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QURATE RETAIL, INC./3

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Proxy Summary
BOARD AND CORPORATE GOVERNANCE HIGHLIGHTS
Effective Independent Oversight
Strong Governance Practices

Majority of our directors are independent

Separate Chairman of the Board and Chief Executive Officer

Executive sessions of independent directors held without the participation of management

Independent directors chair the audit, compensation and nominating and corporate governance committees

Ability to engage with independent consultants or advisors

No compensation committee interlocks or insider participation

Succession planning

Stockholder access to the director nomination process

Corporate Governance Guidelines, Code of Business Conduct and Ethics and various policies (including Enterprise Risk Management Policy, Human Rights Policy and Tax Policy) which are published online

Directors have unabridged access to senior management and other company employees

Anonymous “whistleblowing” channels for any concerns

Well-established risk oversight process

Leverages collaborative approach to enhancing ESG practices
Proposal 2: Auditors Ratification Proposal (see page 34)
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
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The Board of Directors recommends that you vote FOR this proposal because KPMG LLP is an independent firm with few ancillary services and reasonable fees, and has significant industry and financial reporting expertise. See pages 34 – 35 for further information.
4 / 2022 PROXY STATEMENT

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Proxy Summary
ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS
Qurate Retail participates in a collaborative approach to Environmental, Social, and Governance (ESG) issues. We believe that this approach allows us to have the largest impact, and unlock the greatest value, as it enables us to draw on the partnership spanning our company, Liberty Media Corporation (Liberty Media), Liberty TripAdvisor Holdings, Inc. (Liberty TripAdvisor) and Liberty Broadband Corporation (Liberty Broadband), as well as with the portfolio of assets within each of these public companies.
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Qurate Retail Group has a long-standing commitment to doing business the right way and creating positive change for all the communities we touch. Qurate Retail Group’s corporate responsibility strategy builds on its materiality assessment, which identified our core material topics based on extensive research and stakeholder engagement. These material topics have been organized around three strategic pillars to demonstrate how our people, our networks and our brands all support us in the pursuit of our corporate responsibility commitments as outlined at www.qurateretailgroup.com.
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QURATE RETAIL, INC./5

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Proxy Summary
EXECUTIVE COMPENSATION HIGHLIGHTS
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Compensation Philosophy
Our compensation philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value.
To that end, the compensation packages provided to the named executive officers include significant performance-based bonuses and significant equity incentive awards, including equity awards that vest multiple years after initial grant.
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WHAT WE DO
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WHAT WE DO NOT DO

A significant portion of compensation is at-risk and performance-based.

Performance targets for our executives support the long-term growth of the company.

We have clawback provisions for equity-based incentive compensation.

We have stock ownership guidelines for our executive officers.

We review our executives’ base salaries on an annual basis.

Our compensation practices do not encourage excessive risk taking.

We do not provide tax gross-up payments in connection with taxable income from perquisites.

We do not engage in liberal share recycling.
Proxy Statement for Annual Meeting of Stockholders
We are furnishing this proxy statement in connection with the board of directors’ solicitation of proxies for use at our 2022 Annual Meeting of Stockholders to be held at 8:15 a.m., Mountain time, on June 14, 2022, or at any adjournment or postponement of the annual meeting. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2022. At the annual meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual Meeting of Stockholders. The proposals are described in more detail in this proxy statement. We are soliciting proxies from holders of our Series A common stock, par value $0.01 per share (QRTEA), and Series B common stock, par value $0.01 per share (QRTEB). The holders of our 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (QRTEP), are not entitled to any voting powers, except as specified in the Certificate of Designations relating to QRTEP or as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting. We refer to QRTEA and QRTEB together as our common stock. We refer to our common stock together with QRTEP as our capital stock.
6 / 2022 PROXY STATEMENT

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The Annual Meeting
The Annual Meeting
NOTICE AND ACCESS OF PROXY MATERIALS
We have elected, in accordance with the Securities and Exchange Commission’s “Notice and Access” rule, to deliver a Notice of Internet Availability of Proxy Materials (the Notice) to our stockholders and to post our proxy statement and our annual report to our stockholders (collectively, the proxy materials) electronically. The Notice is first being mailed to our stockholders on or about May 2, 2022. The proxy materials will first be made available to our stockholders on or about the same date.
The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Internet. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.
ELECTRONIC DELIVERY
Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.proxyvote.com. Stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by Internet at www.proxyvote.com, by following the prompts. Also, stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, Broadridge, at (888) 789-8461 (outside the United States (626) 427-6421). Stockholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.
TIME, PLACE AND DATE
The annual meeting of stockholders is to be held at 8:15 a.m., Mountain time, on June 14, 2022. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2022. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 14, 2022.
PURPOSE
At the annual meeting, you will be asked to consider and vote on each of the following:

the election of directors proposal, to elect John C. Malone, M. Ian G. Gilchrist and Andrea L. Wong to continue serving as Class III members of our board until the 2025 annual meeting of stockholders or their earlier resignation or removal; and

the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022.
You may also be asked to consider and vote on such other business as may properly come before the annual meeting, although we are not aware at this time of any other business that might come before the annual meeting.
QURATE RETAIL, INC./7

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The Annual Meeting
RECOMMENDATION OF OUR BOARD OF DIRECTORS
Our board of directors has unanimously approved each of the proposals for inclusion in the proxy materials and recommends that you vote “FOR” the election of each director nominee and “FOR” the auditors ratification proposal.
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QUORUM
In order to conduct the business of the annual meeting, a quorum must be present. This means that the holders of at least a majority of the aggregate voting power represented by the shares of our common stock outstanding on the record date and entitled to vote at the annual meeting must be represented at the annual meeting either in person or by proxy. Virtual attendance at the annual meeting constitutes presence in person for purposes of a quorum at the meeting. For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on a particular proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares (broker non-votes) will nevertheless be treated as present for purposes of determining the presence of a quorum. See “— Voting Procedures for Shares Held in Street Name—Effect of Broker Non-Votes” below.
WHO MAY VOTE
Holders of shares of our common stock, as recorded in our stock register as of 5:00 p.m., New York City time, on April 18, 2022 (such date and time, the record date for the annual meeting), will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof.
VOTES REQUIRED
Each director nominee who receives a plurality of the combined voting power of the outstanding shares of our common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting, voting together as a single class, will be elected to office.
Approval of the auditors ratification proposal requires the affirmative vote of a majority of the combined voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.
Virtual attendance at the annual meeting constitutes presence in person for purposes of each required vote.
VOTES YOU HAVE
At the annual meeting, holders of shares of QRTEA will have one vote per share and holders of shares of QRTEB will have ten votes per share, in each case, that our records show are owned as of the record date. Holders of QRTEP will NOT be eligible to vote at the annual meeting.
SHARES OUTSTANDING
As of the record date, 373,631,368 shares of QRTEA and 8,378,212 shares of QRTEB were issued and outstanding and entitled to vote at the annual meeting.
NUMBER OF HOLDERS
There were, as of the record date, 2,221 and 59 record holders of QRTEA and QRTEB, respectively (which amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).
8 / 2022 PROXY STATEMENT

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The Annual Meeting
VOTING PROCEDURES FOR RECORD HOLDERS
Holders of record of our common stock as of the record date may vote via the Internet at the annual meeting or prior to the annual meeting by telephone or through the Internet. Alternatively, if they received a paper copy of the proxy materials by mail, they may give a proxy by completing, signing, dating and returning the proxy card by mail.
Holders of record may vote their shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/QRI2022. To enter the annual meeting, holders will need the 16-digit control number that is printed on their Notice or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that they are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 14, 2022.
Instructions for voting prior to the annual meeting by using the Internet are printed on the Notice or the proxy voting instructions attached to the proxy card. In order to vote prior to the annual meeting through the Internet, holders should have their Notices or proxy cards available so they can input the required information from the Notice or proxy card, and log onto the Internet website address shown on the Notice or proxy card. When holders log onto the Internet website address, they will receive instructions on how to vote their shares. Unless subsequently revoked, shares of our common stock represented by a proxy submitted as described herein and received at or before the annual meeting will be voted in accordance with the instructions on the proxy.
YOUR VOTE IS IMPORTANT. It is recommended that you vote by proxy even if you plan to attend the annual meeting. You may change your vote at the annual meeting.
If you submit a properly executed proxy without indicating any voting instructions as to a proposal enumerated in the Notice of Annual Meeting of Stockholders, the shares represented by the proxy will be voted “FOR” the election of each director nominee and “FOR” the auditors ratification proposal.
If you submit a proxy indicating that you abstain from voting as to a proposal, it will have no effect on the election of directors proposal and will have the same effect as a vote “AGAINST” the auditors ratification proposal.
If you do not submit a proxy or you do not vote at the annual meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure to vote will have no effect on determining whether any of the proposals are approved (if a quorum is present).
VOTING PROCEDURES FOR SHARES HELD IN STREET NAME
GENERAL
If you hold your shares in the name of a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee when voting your shares or to grant or revoke a proxy. The rules and regulations of the New York Stock Exchange and The Nasdaq Stock Market LLC (Nasdaq) prohibit brokers, banks and other nominees from voting shares on behalf of their clients without specific instructions from their clients with respect to numerous matters, including, in our case, the election of directors proposal. Accordingly, to ensure your shares held in street name are voted on these matters, we encourage you to provide promptly specific voting instructions to your broker, bank or other nominee.
EFFECT OF BROKER NON-VOTES
Broker non-votes are counted as shares of our common stock present and entitled to vote for purposes of determining a quorum but will have no effect on any of the proposals. You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares of common stock or how to change your vote or revoke your proxy.
QURATE RETAIL, INC./9

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The Annual Meeting
VOTING PROCEDURES FOR SHARES HELD IN THE LIBERTY MEDIA 401(K) SAVINGS PLAN
If you hold QRTEA shares through your account in the Liberty Media 401(k) Savings Plan, the trustee for such plan is required to vote your shares as you specify. To allow sufficient time for the trustee to vote your shares, your voting instructions must be received by 11:59 p.m., New York City time, on June 9, 2022. To vote such shares, please follow the instructions provided by the trustee for such plan.
REVOKING A PROXY
If you submitted a proxy prior to the start of the annual meeting, you may change your vote by attending the annual meeting online and voting via the Internet at the annual meeting or by delivering a signed proxy revocation or a new signed proxy with a later date to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Any signed proxy revocation or later-dated proxy must be received before the start of the annual meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than 11:59 p.m., New York City time, on June 13, 2022 for shares held directly and 11:59 p.m., New York City time, on June 9, 2022 for shares held in the Liberty Media 401(k) Savings Plan.
Your attendance at the annual meeting will not, by itself, revoke a prior vote or proxy from you.
If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.
SOLICITATION OF PROXIES
We are soliciting proxies by means of our proxy materials on behalf of our board of directors. In addition to this mailing, our employees may solicit proxies personally or by telephone. We pay the cost of soliciting these proxies. We also reimburse brokers and other nominees for their expenses in sending the Notice and, if requested, paper proxy materials to you and getting your voting instructions.
If you have any further questions about voting or attending the annual meeting, please contact Qurate Retail Investor Relations at (866) 876-0461 or Broadridge at (888) 789-8461 (outside the United States (626) 427-6421).
OTHER MATTERS TO BE VOTED ON AT THE ANNUAL MEETING
Our board of directors is not currently aware of any business to be acted on at the annual meeting other than that which is described in the Notice of Annual Meeting of Stockholders and this proxy statement. If, however, other matters are properly brought to a vote at the annual meeting, the persons designated as proxies will have discretion to vote or to act on these matters according to their best judgment. In the event there is a proposal to adjourn or postpone the annual meeting, the persons designated as proxies will have discretion to vote on that proposal.
STOCKHOLDER PROPOSALS
This proxy statement relates to our annual meeting of stockholders for the calendar year 2022 which will take place on June 14, 2022. Based solely on the date of our 2022 annual meeting and the date of this proxy statement, (i) a stockholder proposal must be submitted in writing to our Corporate Secretary and received at our executive offices at 12300 Liberty Boulevard, Englewood, Colorado 80112, by the close of business on January 2, 2023 in order to be eligible for inclusion in our proxy materials for the annual meeting of stockholders for the calendar year 2023 (the 2023 annual meeting), and (ii) a stockholder proposal, or any nomination by stockholders of a person or persons for election to the board of directors, must be received at our executive offices at the foregoing address not earlier than March 16, 2023 and not later than April 17, 2023 to be considered for presentation at the 2023 annual meeting. We currently anticipate that the 2023 annual meeting will be held during the second quarter of 2023. If the 2023 annual meeting takes place more than 30 days before or 30 days after June 14, 2023 (the anniversary of the 2022 annual meeting), a stockholder proposal, or any
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The Annual Meeting
nomination by stockholders of a person or persons for election to the board of directors, will instead be required to be received at our executive offices at the foregoing address not later than the close of business on the tenth day following the first day on which notice of the date of the 2023 annual meeting is communicated to stockholders or public disclosure of the date of the 2023 annual meeting is made, whichever occurs first, in order to be considered for presentation at the 2023 annual meeting. In addition, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than Qurate Retail nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the Exchange Act), no later than April 17, 2023.
All stockholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, our charter and bylaws and Delaware law.
ADDITIONAL INFORMATION
We file periodic reports, proxy materials and other information with the SEC. You may inspect such filings on the Internet website maintained by the SEC at www.sec.gov. Additional information can also be found on our website at www.qurateretail.com. (Information contained on any website referenced in this proxy statement is not incorporated by reference in this proxy statement.) If you would like to receive a copy of our Annual Report on Form 10-K for the year ended December 31, 2021 (the 2021 Form 10-K), which was filed on February 25, 2022 with the Securities and Exchange Commission (SEC), or any of the exhibits listed therein, please call or submit a request in writing to Investor Relations, Qurate Retail, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (866) 876-0461, and we will provide you with the 2021 Form 10-K without charge, or any of the exhibits listed therein upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits).
QURATE RETAIL, INC./11

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Proposal 1 – The Election of Directors Proposal
Proposal 1 – The Election of Directors
Proposal
BOARD OF DIRECTORS OVERVIEW
What am I being asked to vote on and how should I vote?
We are asking our stockholders to elect John C. Malone, M. Ian G. Gilchrist and Andrea L. Wong to continue serving as Class III members of our board until the 2025 annual meeting of stockholders or their earlier resignation or removal.
Our board of directors currently consists of ten directors, divided among three classes. Our Class III directors, whose term will expire at the 2022 annual meeting, are John C. Malone, M. Ian G. Gilchrist, Mark C. Vadon and Andrea L. Wong. These directors, with the exception of Mr. Vadon, are nominated for election to our board to continue serving as Class III directors, and we have been informed that each of Messrs. Malone and Gilchrist and Ms. Wong are willing to continue serving as a director of our company. Mr. Vadon has decided to retire from service on the board of directors and will not be standing for re-election upon the expiration of his term at the annual meeting. At such time, the size of the board of directors will be decreased to nine directors. The term of the Class III directors who are elected at the annual meeting will expire at the annual meeting of our stockholders in the year 2025. Our Class I directors, whose term will expire at the annual meeting of our stockholders in the year 2023, are Fiona P. Dias, Evan D. Malone and Larry E. Romrell. Our Class II directors, whose term will expire at the annual meeting of our stockholders in the year 2024, are Richard N. Barton, David Rawlinson II and Gregory B. Maffei.
If any nominee should decline election or should become unable to serve as a director of our company for any reason before election at the annual meeting, votes will be cast by the persons appointed as proxies for a substitute nominee, if any, designated by the board of directors.
The following lists the three nominees for election as directors at the annual meeting and the six directors of our company whose term of office will continue after the annual meeting, and includes as to each person how long such person has been a director of our company, such person’s professional background, other public company directorships and other factors considered in the determination that such person possesses the requisite qualifications and skills to serve as a member of our board of directors. For additional information on our board’s evaluation of director candidates or incumbent directors seeking re-election, see “Corporate Governance—Board Criteria and Director Candidates.” All positions referenced in the biographical information below with our company include, where applicable, positions with our predecessors. The number of shares of our capital stock beneficially owned by each director is set forth in this proxy statement under the caption “Security Ownership of Certain Beneficial Owners and Management.”
The members of our nominating and corporate governance committee have determined that Messrs. Malone and Gilchrist and Ms. Wong, who are nominated for election at the annual meeting, continue to be qualified to serve as directors of our company and such nominations were approved by the entire board of directors.
VOTE AND RECOMMENDATION
A plurality of the combined voting power of the outstanding shares of our common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors at the annual meeting, voting together as a single class, is required to elect each of John C. Malone, M. Ian. G. Gilchrist and Andrea L. Wong as a Class III member of our board of directors.
OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
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The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company.
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Proposal 1 – The Election of Directors Proposal
OUR BOARD AT A GLANCE
Committee Memberships
Name and Principal Occupation
Director
Since
Executive
Compensation
Nominating &
Corporate
Governance
Audit
Non-Liberty
Board Directorships(1)
Class III directors who will stand for election this year
JOHN C. MALONE
1994
M
2
M. IAN G. GILCHRIST
[MISSING IMAGE: tm223382d1-icon_indepepn.gif]
2009
C
ANDREA L. WONG
[MISSING IMAGE: tm223382d1-icon_indepepn.gif]
2010
M
C
2
Class I directors who will stand for election in 2023
FIONA P. DIAS
[MISSING IMAGE: tm223382d1-icon_indepepn.gif]
2017
M
2
EVAN D. MALONE
2008
LARRY E. ROMRELL
[MISSING IMAGE: tm223382d1-icon_indepepn.gif]
1999(2)
C
M
1
Class II directors who will stand for election in 2024
RICHARD N. BARTON
[MISSING IMAGE: tm223382d1-icon_indepepn.gif]
2016
M
2
GREGORY B. MAFFEI
(BOARD CHAIRMAN)
2005
M
1
DAVID RAWLINSON II
2022
M
1
Directors Not Standing for Re-Election
MARK C. VADON
[MISSING IMAGE: tm223382d1-icon_indepepn.gif]
2015
M
M
(1)
Does not include service on special purpose acquisition companies that have not yet completed an initial business combination or service on the board of directors of Liberty Media Corporation, Liberty Broadband Corporation, Liberty TripAdvisor Holdings, Inc., Liberty Media Acquisition Corporation, Sirius XM Holdings Inc., Tripadvisor, Inc., Charter Communications, Inc. or Live Nation Entertainment, Inc. See “Corporate Governance—Board Criteria and Director Candidates—Outside Commitments.”
(2)
Mr. Romrell briefly stepped down from the board of directors from September 2011 to December 2011. Please see his biography below.
C = Chairperson
M = Member
[MISSING IMAGE: tm223382d1-icon_indepepn.jpg] = Independent
QURATE RETAIL, INC./13

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Proposal 1 – The Election of Directors Proposal
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DIRECTOR SKILLS AND EXPERIENCE
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Proposal 1 – The Election of Directors Proposal
NOMINEES FOR ELECTION AS DIRECTORS
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John C. Malone
Director Since: 1994
Age: 81
Committees: Executive
Mr. Malone, as President of TCI, co-founded our former parent company and is considered one of the preeminent figures in the media and telecommunications industry. He is well known for his sophisticated problem solving and risk assessment skills.
Professional Background:

Director of our company since its inception in 1994 and Chairman of the Board from its inception in 1994 to March 2018 and Chief Executive Officer from August 2005 to February 2006

Chairman of the Board of TCI from November 1996 to March 1999 when it was acquired by AT&T Corp. (AT&T), and Chief Executive Officer of TCI from January 1994 to March 1997
Public Company Directorships:

Liberty Media (December 2010 – present, Chairman of the Board, August 2011 – present)

Liberty Broadband (Chairman of the Board, November 2014 – present)
Non-Liberty Public Company Directorships:

Warner Bros. Discovery, Inc. (Warner Bros. Discovery) (April 2022 – present)

Liberty Global plc (LGP) (Chairman of the Board, June 2013 – present)
Former Public Company Directorships:

GCI Liberty, Inc. (GCI Liberty) (Chairman of the Board, March 2018 – December 2020)

Liberty Expedia Holdings, Inc. (Chairman of the Board, November 2016 – July 2019)

Liberty Latin America Ltd. (December 2017 – December 2019)

Discovery, Inc. (Discovery) (formerly Discovery Communications, Inc. (Discovery Communications)) (Warner Bros. Discovery’s predecessor) (September 2008 – April 2022)

Discovery Holding Company (DHC) (predecessor of Discovery Communications) (March 2005 – September 2008; Chairman of the Board, May 2005 – September 2008)

Liberty Global, Inc. (LGI) (LGP’s predecessor) (Chairman of the Board, June 2005 – June 2013)

Liberty Media International, Inc. (LMI) (LGI’s predecessor) (March 2004 – June 2005)

UnitedGlobalCom, Inc. (January 2022 – June 2005)

Lions Gate Entertainment Corp. (March 2015 – September 2018)

Charter Communications, Inc. (Charter) (May 2013 – July 2018)

Expedia, Inc. (December 2012 – December 2017; August 2005 – November 2012)

Liberty TripAdvisor (August 2014 – June 2015)

Sirius XM Holdings Inc. (Sirius XM) (April 2009 – May 2013)

Ascent Capital Group, Inc. (January 2010 – September 2012)

Live Nation Entertainment, Inc. (Live Nation) (January 2010 – February 2011)

DIRECTV (including predecessors) (Chairman of the Board, February 2008 – June 2010)

IAC/InterActiveCorp (May 2006 – June 2010)
QURATE RETAIL, INC./15

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Proposal 1 – The Election of Directors Proposal
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M. Ian G. Gilchrist
Director Since: July 2009
Age: 72
Committees: Audit (Chair)
Independent Director
Mr. Gilchrist’s field of expertise is in the media and telecommunications sector, having been involved with companies in this industry during much of his 32 years as an investment banker. Mr. Gilchrist brings to our board significant financial expertise and a unique perspective on the company and the media and telecommunications sector. He is also an important resource with respect to the financial services firms that our company engages from time to time.
Professional Background:

Director and President of Trine Acquisition Corp. from March 2019 to December 2020

Various officer positions including Managing Director at Citigroup/Salomon Brothers from 1995 to 2008, CS First Boston Corporation from 1988 to 1995, and Blyth Eastman Paine Webber from 1982 to 1988 and served as a Vice President of Warburg Paribas Becker Incorporated from 1976 to 1982

Previously worked in the venture capital field and as an investment analyst
Public Company Directorships:

Liberty Media (including predecessors) (September 2011 – present)
Non-Liberty Public Company Directorships:

None
Former Public Company Directorships:

Trine Acquisition Corp. (March 2019 – December 2020)
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Andrea L. Wong
Director Since: April 2010
Age: 55
Committees: Compensation; Nominating & Corporate Governance (Chair)
Independent Director
Ms. Wong brings to our board significant experience in the media and entertainment industry, having an extensive background in media programming across a variety of platforms, as well as executive leadership experience with the management and operation of companies in the entertainment sector. Her experience with programming development and production, brand enhancement and marketing brings a pragmatic and unique perspective to our board. Her professional expertise, combined with her continued involvement in the media and entertainment industry, makes her a valuable member of our board.
Professional Background:

President, International Production for Sony Pictures Television and President, International for Sony Pictures Entertainment from September 2011 to March 2017

President and Chief Executive Officer of Lifetime Entertainment Services from 2007 to April 2010

Served as an Executive Vice President with ABC, Inc., a subsidiary of The Walt Disney Company, from 2003 to 2007
Public Company Directorships:

Liberty Media (September 2011 – present)
Non-Liberty Public Company Directorships:

Hudson Pacific Properties, Inc. (August 2017 – present)

Roblox Corporation (August 2020 – present)

Oaktree Acquisition Corp. II (September 2020 – present)
Former Public Company Directorships:

Oaktree Acquisition Corp. (July 2019 – January 2021)

Social Capital Hedosophia Holdings Corp. (September 2017 – October 2019)

Hudson’s Bay Company (September 2014 – March 2020)
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Proposal 1 – The Election of Directors Proposal
DIRECTORS WHOSE TERM EXPIRES IN 2023
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Fiona P. Dias
Director Since: December 2017
Age: 56
Committees: Audit
Independent Director
Ms. Dias was appointed to our board in connection with the closing of the HSN, Inc. acquisition and pursuant to the terms of the merger agreement for the transaction.
Ms. Dias brings to our board significant experience in senior policy-making roles both as a member of other public company boards and as a senior marketing executive. She also brings extensive experience in digital commerce, marketing and managing consumer and retail brands.
Professional Background:

Principal Digital Partner at Ryan Retail Consulting, LLC, a global consulting firm, since January 2015

Chief Strategy Officer of ShopRunner, an online shopping service, from August 2011 to October 2014

Executive Vice President, Strategy & Marketing, of GSI Commerce, Inc., a provider of digital commerce solutions, from February 2007 to June 2011

Previously Executive Vice President and Chief Marketing Officer of Circuit City Stores, Inc., a specialty retailer of consumer electronics, and also held senior marketing positions with PepsiCo, Pennzoil-Quaker State Company and The Procter & Gamble Company
Public Company Directorships:
Non-Liberty Public Company Directorships:

Berkshire Grey Inc. (July 2021 – present)

Realogy Holdings Corp., a real estate brokerage company (June 2013 – present)
Former Public Company Directorships:

Advance Auto Parts, Inc. (September 2009 – May 2019)

HSN, Inc. (July 2016 – December 2017)

Choice Hotels International, Inc. (November 2004 – April 2012)
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Evan D. Malone
Director Since: August 2008
Age: 51
Dr. Malone brings an applied science and engineering perspective to the board. Dr. Malone’s perspectives assist the board in developing business strategies and adapting to technological changes facing the industries in which our company competes. In addition, his entrepreneurial experience assists the board in evaluating strategic opportunities.
Professional Background:

President of NextFab Studio, LLC (provides manufacturing-related technical training, product development, and business acceleration services) since June 2009

Owner and manager of 1525 South Street LLC (real estate property and management company) since January 2008

Co-owner and director of Drive Passion PC Services, CC (Internet café, telecommunications and document services company) in South Africa since 2007

Applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001

Founding member of Jet Wine Bar (wine bar) and Rex 1516 (restaurant) both in Philadelphia

Director and president of the NextFab Foundation (IRS 501(c)(3) private operating foundation, which provides manufacturing-related technology and education to communities affected by economic or humanitarian distress) since November 2016
Public Company Directorships:

Liberty Media (September 2011 – present)

Sirius XM (May 2013 – present)
Non-Liberty Public Company Directorships:

None
Former Public Company Directorships:

None
QURATE RETAIL, INC./17

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Proposal 1 – The Election of Directors Proposal
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Larry E. Romrell
Director Since: December 2011, previously served March 1999 – September 2011
Age: 82
Committees: Audit; Compensation (Chair)
Independent Director
Mr. Romrell brings extensive experience, including venture capital experience, in the telecommunications industry to our board and is an important resource with respect to the management and operations of companies in the media and telecommunications sector.
Professional Background:

Held numerous executive positions with TCI from 1991 to 1999

Previously held various executive positions with Westmarc Communications, Inc.
Public Company Directorships:

Liberty Media (September 2011 – present)

Liberty TripAdvisor (August 2014 – present)
Non-Liberty Public Company Directorships:

LGP (July 2013 – present)
Former Public Company Directorships:

LGI (June 2005 to June 2013)

LMI (May 2004 – June 2005)
DIRECTORS WHOSE TERM EXPIRES IN 2024
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Richard N. Barton
Director Since: December 2016
Age: 54
Committees: Nominating and Corporate Governance
Independent Director
Mr. Barton brings to our board a broad range of relevant leadership and technical skills resulting from his roles as a founder and former chief executive officer of companies in the mobile and Internet industries. Mr. Barton also provides experience in launching and promoting new technologies and marketing internet-based products to consumers.
Professional Background:

Co-founder and Chief Executive Officer of Zillow Group, Inc. (Zillow) since February 2019, and Chief Executive Officer December 2004 – September 2010

Co-founder of Glassdoor, Inc. (Glassdoor) and served as its Non-Executive Chairman from June 2007 to June 2018

Venture partner at Benchmark Capital, a venture capital firm, from 2005 to 2018

Founded Expedia as a group within Microsoft Corporation (Microsoft) in 1994, which was spun out as Expedia, Inc. in 1999; served as its Chief Executive Officer and President from 1999 to 2003
Public Company Directorships:
Non-Liberty Public Company Directorships:

Zillow Group (December 2004 – present, Executive Chairman, September 2010 – February 2019)

Netflix, Inc. (2002 – present)
Former Public Company Directorships:

Altimeter Growth Corp. 2 (January 2021 – March 2022)

Altimeter Growth Corp. (September 2020 – December 2021)

Glassdoor (Non-Executive Chairman, June 2007 – June 2018)

Expedia, Inc. (1999 – 2003)

Ticketmaster Entertainment, Inc. (December 2001 – August 2002)
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Proposal 1 – The Election of Directors Proposal
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Gregory B. Maffei
Chairman of the Board
Director Since: November 2005, Chairman since March 2018
Age: 61
Committees: Executive
Mr. Maffei brings to our board significant financial and operational experience based on his current senior policy making positions at our company, Liberty Media Acquisition Corporation (LMAC), Liberty Media, Liberty TripAdvisor and Liberty Broadband, and his previous executive positions at GCI Liberty, Oracle Corporation (Oracle), 360networks Corporation (360networks) and Microsoft, as well as his public company board experience. He provides our board with an executive leadership perspective on the strategic planning for, and operations and management of, large public companies and risk management principles.
Professional Background:

President and Chief Executive Officer of our company from February 2006 to March 2018, having served as its CEO-Elect from November 2005 through February 2006; Chairman of the Board since March 2018

President and Chief Executive Officer of Liberty Media since May 2007

President and Chief Executive Officer of Liberty Broadband since June 2014

President and Chief Executive Officer of LMAC since November 2020

President and Chief Executive Officer of Liberty TripAdvisor since July 2013

President and Chief Executive Officer of GCI Liberty from March 2018 until its combination with Liberty Broadband in December 2020

Previously President and Chief Financial Officer of Oracle, Chairman, President and Chief Executive Officer of 360networks, and Chief Financial Officer of Microsoft
Public Company Directorships:

Liberty Media (May 2007 – present)

Sirius XM (March 2009 – present, Chairman of the Board, April 2013 – present)

Live Nation (February 2011 – present, Chairman of the Board, March 2013 – present)

Liberty TripAdvisor (July 2013 – present, Chairman of the Board, June 2015 – present)

Tripadvisor, Inc. (Tripadvisor) (Chairman of the Board, February 2013 – present)

Liberty Broadband (June 2014 – present)

Charter (May 2013 – present)

LMAC (November 2020 – present, Chairman of the Board, April 2021 – present)
Non-Liberty Public Company Directorships:

Zillow (February 2015 – present)
Former Public Company Directorships:

GCI Liberty (March 2018 – December 2020)

Zillow, Inc. (Zillow’s predecessor) (May 2005 – February 2015)

DIRECTV and predecessors (February 2008 – June 2010)

Electronic Arts, Inc. (June 2003 – July 2013)

Barnes & Noble, Inc. (September 2011 – April 2014)

STARZ (Chairman of the Board, January 2013 – December 2016)

Pandora Media, Inc. (September 2017 – February 2019)
QURATE RETAIL, INC./19

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Proposal 1 – The Election of Directors Proposal
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David Rawlinson II
President and Chief Executive Officer
Director Since: January 2022
Age: 46
Committees: Executive
Mr. Rawlinson brings to our company and our board significant experience in global e-commerce, consumer trends, customer data and digital business-to-business operations. In addition to his background in information solutions, Mr. Rawlinson brings deep leadership experience on a global scale and adds another expert perspective to our board with his track record of success in digital commerce.
Professional Background:

Chief Executive Officer and President of our company and QVC, Inc. since October 2021, previously President and CEO-Elect from August 2021 – September 2021

Chief Executive Officer of NielsenIQ (formerly Nielsen Global Connect) from February 2020 to March 2021

President of Global Online Business at W. W. Grainger, Inc. (Grainger) from November 2015 to February 2020, joined Grainger in July 2012 and previously held other executive roles with Grainger

Previously held executive roles at ITT Exelis (formerly ITT Corp.) from 2009 to 2012

Previously served as a White House Fellow and held appointed positions in both the Bush and Obama administrations; in the Obama Administration served as a senior advisor for economic policy with the White House National Economic Council.
Public Company Directorships:
Non-Liberty Public Company Directorships:

Discover Financial Services (February 2021 – present)
Former Public Company Directorships:

Nielsen Holdings plc (February 2017 – March 2021)

MonotaRO Co., Ltd. (2014 – 2019)
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Corporate Governance
Corporate Governance
DIRECTOR INDEPENDENCE
It is our policy that a majority of the members of our board of directors be independent of our management. For a director to be deemed independent, our board of directors must affirmatively determine that the director has no direct or indirect material relationship with us. To assist our board of directors in determining which of our directors qualify as independent for purposes of Nasdaq rules as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of our board of directors follows Nasdaq’s corporate governance rules on the criteria for director independence.
Our board of directors has determined that each of Richard N. Barton, Fiona P. Dias, M. Ian G. Gilchrist, Larry E. Romrell, Mark C. Vadon and Andrea L. Wong qualifies as an independent director of our company. Our board of directors also determined that David E. Rapley, who resigned from our board of directors effective August 18, 2021, also qualified as an independent director of our company during his service on our board.
BOARD COMPOSITION
As described above under “Proposal 1—The Election of Directors Proposal,” our board is comprised of directors with a broad range of backgrounds and skill sets, including in media and telecommunications, science and technology, venture capital, investment banking, auditing and financial engineering. Our board is also chronologically diverse with our members’ ages spanning five decades. For more information on our policies with respect to board candidates, see “—Board Criteria and Director Candidates” below.
BOARD CLASSIFICATION
As described above under “Proposal 1—The Election of Directors Proposal,” our board of directors currently consists of ten directors, divided among three classes. Our board believes that 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 for the following reasons.
LONG-TERM FOCUS & ACCOUNTABILITY
Our board believes that a classified board encourages our directors to look to the long-term best interest of our company and our stockholders, rather than being unduly influenced by the short-term focus of certain investors and special interests. In addition, our board believes that three-year terms focus director accountability on the board’s long-term strategic vision and performance, rather than short-term pressures and circumstances.
CONTINUITY OF BOARD LEADERSHIP
A classified board allows for a greater amount of stability and continuity providing institutional perspective and knowledge to both management and less-tenured directors. By its very nature, a classified board ensures that at any given time there will be experienced directors serving on our board who are fully immersed in and knowledgeable about our businesses, including our relationships with current and potential strategic partners, as well as the competition, opportunities, risks and challenges that exist in the industries in which our businesses operate. We also believe the benefit of a classified board to our company and our stockholders comes not from continuity alone but rather from the continuity of highly qualified, engaged and knowledgeable directors focused on long-term stockholder interests. Each year, our nominating and corporate governance committee works actively to ensure our board continues to be comprised of such individuals.
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Corporate Governance
BOARD DIVERSITY
Our board understands and appreciates the value and enrichment provided by a diverse board. As such, we actively seek diverse director candidates (see “— Board Criteria and Director Candidates”).
Board Diversity Matrix (as of April 26, 2022)
Total Number of Directors
10
Female
Male
Non-Binary
Did Not
Disclose Gender
Part I: Gender Identity
Directors 2 8
Part II: Demographic Background
African American or Black 1
Alaskan Native or American Indian
Asian 2
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White 7
Two or More Races or Ethnicities
LGBTQ+ 1
Did Not Disclose Demographic Background
BOARD LEADERSHIP STRUCTURE
Our board has separated the positions of Chairman of the Board and Chief Executive Officer (principal executive officer). Gregory B. Maffei holds the position of Chairman of the Board, leads our board and board meetings and provides strategic guidance to our Chief Executive Officer. David Rawlinson II, our President, holds the position of Chief Executive Officer, leads our management team and is responsible for driving the performance of our company. We believe this division of responsibility effectively assists our board in fulfilling its duties.
BOARD ROLE IN RISK OVERSIGHT
The board as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant board committees. Our audit committee oversees management of financial risks and risks relating to potential conflicts of interest. Our compensation committee oversees the management of risks relating to our compensation arrangements with senior officers. Our nominating and corporate governance committee oversees the nomination of individuals with the judgment, skills, integrity, and independence necessary to oversee the key risks associated with our company, as well as risks inherent in our corporate structure. These committees then provide reports periodically to the full board. In addition, the oversight and review of other strategic risks are conducted directly by the full board.
The oversight responsibility of the board and its committees is enabled by management reporting processes that are designed to provide visibility to the board about the identification, assessment, and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, legal and compliance, cybersecurity and other risks, including those related to material environmental and social matters such as climate change, human capital management, diversity, equity and inclusion, and community relations (together with governance concerns, ESG). Our management reporting processes include regular reports from our Chairman of the Board and Chief Executive Officer, which are prepared with input from our senior management team, and also include input from our Internal Audit group and our Chief Portfolio Officer, who manages our company’s ESG efforts and remains in regular contact with senior ESG leaders across our portfolio of companies who provide feedback and disclosure on material issues. Our company also receives the benefit of Liberty Media’s Corporate Responsibility Committee, which has cross-functional representation across all reaches of Liberty Media’s leadership, as well as Qurate Retail Group’s Corporate
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Responsibility Executive Steering Committee, which aims to effectively integrate corporate responsibility strategies into Qurate Retail Group’s major business functions and operations to accomplish business objectives. With our board’s oversight, we seek to collaborate across our portfolio of companies to drive best practices through regular ESG-focused internal meetings and discussions, including on topics such as ESG disclosure, diversity and inclusion, cybersecurity, and sustainability.
CODE OF ETHICS
We have adopted a code of business conduct and ethics that applies to all of our employees, directors and officers, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act. Our code of business conduct and ethics is available on our website at www.qurateretail.com.
FAMILY RELATIONSHIPS; LEGAL PROCEEDINGS
There is no family relationship between any of our executive officers or directors, by blood, marriage or adoption, other than Evan D. Malone, who is the son of John C. Malone.
During the past ten years, none of our directors and executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.
COMMITTEES OF THE BOARD OF DIRECTORS
The board of directors has four standing committees: audit, compensation, executive and nominating and corporate governance. The key responsibilities and focus areas of each committee, as well as their current members and information on number of meetings during 2021 are set forth below. The written charters for the audit, compensation and nominating and corporate governance committees as adopted by each such committee, as well as our corporate governance guidelines (which were developed by the nominating and corporate governance committee), can be found on our website at www.qurateretail.com.
Our board of directors, by resolution, may from time to time establish other committees of our board of directors, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of our board of directors, subject to applicable law.
The board of directors has determined that all of the members of each of the audit, compensation and nominating and corporate governance committees are independent. See “—Director Independence.”
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AUDIT COMMITTEE OVERVIEW
6 meetings in 2021
Chair
M. Ian G. Gilchrist*
Other Members
Fiona P. Dias
Larry Romrell
Former Members
David E. Rapley (prior
to August 2021)
*Our board of directors has
determined that Mr. Gilchrist
is an “audit committee
financial expert” under
applicable SEC rules and
regulations
Audit Committee Report,
page 36
The audit committee reviews and monitors the corporate financial reporting and the internal and external audits of our company. The committee’s functions include, among other things:

Appointing or replacing our independent auditors;

Reviewing and approving in advance the scope and the fees of our annual audit and reviewing the results of our audits with our independent auditors;

Reviewing and approving in advance the scope and the fees of non-audit services of our independent auditors;

Reviewing compliance with and the adequacy of our existing major accounting and financial reporting policies;

Reviewing our management’s procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices;

Confirming compliance with applicable SEC and stock exchange rules; and

Preparing a report for our annual proxy statement.
EXECUTIVE COMMITTEE OVERVIEW
1 meeting in 2021
Members
John C. Malone
Gregory B. Maffei
David Rawlinson II
Former Members:
Michael A. George (prior to January 2022)
Our executive committee may exercise all the powers and authority of our board of directors in the management of our business and affairs (except as specifically prohibited by the General Corporation Law of the State of Delaware). This includes the power and authority to authorize the issuance of shares of our capital stock.
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COMPENSATION COMMITTEE OVERVIEW
7 meetings in 2021
Chair
Larry E. Romrell
Other Members
Mark C. Vadon
Andrea L. Wong
Compensation Committee Report, page 53
Key Responsibilities:

Review and approve corporate goals and objectives relevant to the compensation of our Chairman of the Board, Chief Executive Officer and our other executive officers;

Review and approve the compensation of our Chief Executive Officer, Chief Legal Officer, Chief Administrative Officer, Chief Portfolio Officer, Chief Accounting Officer, Principal Financial Officer and Chief Corporate Development Officer;

Oversee the compensation of the chief executive officers of our non-public operating subsidiaries.
For a description of our processes and policies for consideration and determination of executive compensation, including the role of our Chairman of the Board and outside consultants in determining or recommending amounts and/or forms of compensation, see “Executive Compensation—Compensation Discussion and Analysis.” A subcommittee, whose members are Larry E. Romrell and Andrea L. Wong, was formed in 2017 to review compensation matters for purposes of Section 16 of the Exchange Act and Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code).
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW
2 meetings in 2021
Chair
Andrea L. Wong
Other Members
Richard N. Barton
Mark C. Vadon
Former Members
David E. Rapley (prior to August 2021)
Key Responsibilities:

Identify individuals qualified to become board members consistent with criteria established or approved by our board of directors from time to time;

Identify director nominees for upcoming annual meetings;

Develop corporate governance guidelines applicable to our company; and

Oversee the evaluation of our board and management.
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BOARD CRITERIA AND DIRECTOR CANDIDATES
BOARD CRITERIA. The nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity, values and judgment and should be committed to the long-term interests of our stockholders. To be nominated to serve as a director, a nominee need not meet any specific minimum criteria. As described in our corporate governance guidelines, director candidates are identified and nominated based on broad criteria, with the objective of identifying and retaining directors that can effectively develop the company’s strategy and oversee management’s execution of that strategy. In the director candidate identification and nomination process, our board seeks a breadth of experience from a variety of industries and from professional disciplines, along with a diversity of gender, ethnicity, age and other characteristics. When evaluating a potential director nominee, including one recommended by a stockholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to, the following:

independence from management;

his or her unique background, including education, professional experience, relevant skill sets and diversity of gender, ethnicity, age and other characteristics;

judgment, skill, integrity and reputation;

existing commitments to other businesses as a director, executive or owner;

personal conflicts of interest, if any; and

the size and composition of the existing board of directors, including whether the potential director nominee would positively impact the composition of the board by bringing a new perspective or viewpoint to the board of directors.
The nominating and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.
OUTSIDE COMMITMENTS. In recent years, some investors and proxy advisors have instituted “bright-line” proxy voting policies on the number of outside public company boards that a director may serve on. Our board of directors recognizes investors’ concerns that highly sought-after directors could lack the time and attention to adequately perform their duties and responsibilities, and considers each director’s performance and commitment to ensure their continued effectiveness as a director. Given our company’s ownership interests in other public companies, our company and our board values the positions our directors and members of management hold on the boards of these entities, as they provide our company with unique insight and input into those businesses and their operations. The nominating and corporate governance committee also recognizes and values the benefits derived by our directors from their service on other public company boards, as such service provides our directors with diverse perspectives, in-depth industry knowledge and cross-industry insights, all of which enhance the knowledge base and skill set of our board as a whole.
Our board also recognizes the uniqueness of the relationships among Liberty Media, Qurate Retail, Liberty Broadband and Liberty TripAdvisor, including the collaborative approach to addressing ESG, as well as with the portfolio of assets within each of these public companies. To the extent our directors serve on more than one of the boards of these companies, we believe that such service is an important aspect of our directors’ (including Messrs. Malone and Maffei) service, as it capitalizes on various synergies between and among these boards. For this reason, we believe that a better presentation of these directors’ outside commitments is to consider the number of their “non-Liberty” public company board directorships (see “Proposal 1—The Election of Directors Proposal—Our Board at a Glance”). Based on this perspective, we have considered the facts-and-circumstances of the roles of our directors with our company, including the following considerations:

from a historical perspective, the significant time and resources each of these directors has regularly dedicated to our company;

the nature of their board commitments relating to their respective roles with these companies;

the synergies between their respective service on these other boards and ours;

their respective service on “non-Liberty” public company board directorships; and

the respective directors’ personal skills, expertise and qualifications (including the broad industry knowledge of each such director).
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We believe that the outside service of our directors does not conflict with, and instead enhances, their respective roles and responsibilities at our company.
DIRECTOR CANDIDATE IDENTIFICATION PROCESS. The nominating and corporate governance committee will consider candidates for director recommended by any stockholder provided that such recommendations are properly submitted. Eligible stockholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Corporate Secretary, Qurate Retail, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112. Stockholder recommendations must be made in accordance with our bylaws, as discussed under “The Annual Meeting—Stockholder Proposals” above, and contain the following information:

the name and address of the proposing stockholder and the beneficial owner, if any, on whose behalf the nomination is being made, and documentation indicating the number of shares of our common stock owned beneficially and of record by such person and the holder or holders of record of those shares, together with a statement that the proposing stockholder is recommending a candidate for nomination as a director;

the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;

a statement detailing any relationship, arrangement or understanding between the proposing stockholder and/or beneficial owner(s), if different, and any other person(s) (including their names) under which the proposing stockholder is making the nomination and any affiliates or associates (as defined in Rule 12b-2 of the Exchange Act) of such proposing stockholder(s) or beneficial owner (each a Proposing Person);

a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board of directors;

any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of such candidate as a director;

a representation as to whether the Proposing Person intends (or is part of a group that intends) to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;

a representation by each Proposing Person who is a holder of record of our common stock as to whether the notice is being given on behalf of the holder of record and/or one or more beneficial owners, the number of shares held by any beneficial owner along with evidence of such beneficial ownership and that such holder of record is entitled to vote at the annual stockholders meeting and intends to appear in person or by proxy at the annual stockholders meeting at which the person named in such notice is to stand for election;

a written consent of the candidate to be named in the proxy statement and to serve as a director, if nominated and elected;

a representation as to whether the Proposing Person has received any financial assistance, funding or other consideration from any other person regarding the nomination (a Stockholder Associated Person) (including the details of such assistance, funding or consideration); and

a representation as to whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to our company within the last six months by, or is in effect with respect to, the Proposing Person, any person to be nominated by the proposing stockholder or any Stockholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or increase or decrease the voting power of, the Proposing Person, its nominee, or any such Stockholder Associated Person.
In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing stockholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, stockholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with
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management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to our board of directors, it may recommend to the full board that candidate’s nomination and election.
Prior to nominating an incumbent director for re-election at an annual meeting of stockholders, the nominating and corporate governance committee will consider the director’s past attendance at, and participation in, meetings of the board of directors and its committees and the director’s formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member. In addition, the nominating and corporate governance committee will consider any outside directorships held by such individual. See “Proposal 1—The Election of Directors Proposal—Outside Commitments” above.
BOARD MEETINGS
During 2021, there were 6 meetings of our full board of directors.
DIRECTOR ATTENDANCE AT ANNUAL MEETINGS
Our board of directors encourages all members of the board to attend each annual meeting of our stockholders. Nine of our eleven directors then-serving attended our 2021 annual meeting of stockholders.
STOCKHOLDER COMMUNICATION WITH DIRECTORS
Our stockholders may send communications to our board of directors or to individual directors by mail addressed to the Board of Directors or to an individual director c/o Qurate Retail, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112. All such communications from stockholders will be forwarded to our directors on a timely basis. Stockholders are also encouraged to send communications to Qurate Retail Investor Relations, which conducts robust stockholder engagement efforts for our company and provides our board with insight on stockholder concerns.
EXECUTIVE SESSIONS
In 2021, the independent directors of our company, then serving, met at three executive sessions without management participation.
Any interested party who has a concern regarding any matter that it wishes to have addressed by our independent directors, as a group, at an upcoming executive session may send its concern in writing addressed to Independent Directors of Qurate Retail, Inc., c/o Qurate Retail, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112. The current independent directors of our company are Richard N. Barton, Fiona P. Dias, M. Ian G. Gilchrist, Larry E. Romrell, Mark C. Vadon and Andrea L. Wong.
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Director Compensation
Director Compensation
NONEMPLOYEE DIRECTORS
Director Fees
Each of our directors who is not an employee of our company is paid an annual fee for 2022 of $237,000 (which, in 2021, was $232,000) (which we refer to as the director fee), of which, for service on our board in 2022, each director received $124,000 of his or her director fee in QRTEA restricted stock units (RSUs) that will vest one year from the grant date with the remaining $113,000 of the director fee payable in cash. For service on our board in 2021, each director was permitted to elect to receive $121,500 of his or her director fee in QRTEA RSUs, options to purchase QRTEA shares or a combination that vested one year from the grant date with the remaining $110,500 of the director fee payable in cash. The awards issued to our directors with respect to their service on our board in 2022 were issued in December 2021. See “—Director RSU Grants” below for information on the incentive awards granted in 2021 to the nonemployee directors with respect to service on our board in 2022.
Fees for service on our audit committee, compensation committee and nominating and corporate governance committee are the same for 2022 and 2021, with each member thereof receiving an additional annual fee of $30,000, $10,000 and $10,000, respectively, for his or her participation on each such committee, except that the chairperson of each such committee instead receives an additional annual fee of $40,000, $20,000 and $20,000, respectively, for his or her participation on that committee. The cash portion of the director fees and the fees for participation on committees are payable quarterly in arrears.
Charitable Contributions
If a director makes a donation to our political action committee, we will make a matching donation to a charity of his or her choice in an amount not to exceed $10,000.
Equity Incentive Plan
Awards granted to our nonemployee directors under the Qurate Retail, Inc. 2020 Omnibus Incentive Plan (the 2020 incentive plan) are administered by our board of directors or our compensation committee. Our board of directors has full power and authority to grant nonemployee directors the awards described below and to determine the terms and conditions under which any awards are made. The 2020 incentive plan is designed to provide our nonemployee directors with additional remuneration for services rendered, to encourage their investment in our common stock and to aid in attracting persons of exceptional ability to become nonemployee directors of our company. Our board of directors may grant non-qualified stock options, stock appreciation rights (SARs), restricted shares, restricted stock units and cash awards or any combination of the foregoing under the 2020 incentive plan.
The maximum number of shares of our common stock with respect to which awards may be issued under the 2020 incentive plan is 42,153,763, subject to anti-dilution and other adjustment provisions. Under the 2020 incentive plan, no nonemployee director may be granted during any calendar year awards having a value determined on the date of grant in excess of $1 million. Shares of our common stock issuable pursuant to awards made under the 2020 incentive plan are made available from either authorized but unissued shares or shares that have been issued but reacquired by our company.
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Director RSU Grants
Pursuant to our director compensation policy described above and the 2020 incentive plan, we granted the following RSU awards in December 2021:
Name
# of QRTEA
RSUs
Richard N. Barton 14,188
Fiona P. Dias 14,188
M. Ian G. Gilchrist 14,188
Evan D. Malone 14,188
Larry E. Romrell 14,188
Mark C. Vadon 14,188
Andrea L. Wong 14,188
The RSUs granted in December 2021 will vest on the first anniversary of the grant date, or on such earlier date that the grantee ceases to be a director because of death or disability and, unless our board of directors determines otherwise, will be forfeited if the grantee resigns or is removed from the board before the vesting date.
Cash Dividend Adjustment
Our nonemployee directors’ outstanding restricted stock unit awards (and in Ms. Dias’ case, her outstanding deferred stock unit awards (DSUs)) participated in the November Special Dividend (as described below in “Executive Compensation—Compensation Discussion and Analysis—Elements of 2021 Executive Compensation—Equity Incentive Compensation—Cash Dividend Adjustments”) in November 2021 and became eligible to receive cash dividend equivalent rights (and in Ms. Dias’ case, dividend equivalent stock unit rights), subject to the same terms and conditions as the corresponding original RSU and DSU. Since stock options did not participate in the November Special Dividend, the number of shares of our common stock subject to, and the exercise price of, our nonemployee directors’ outstanding options were adjusted to preserve each option’s intrinsic value and the ratio of the exercise price to market price. Ms. Dias’ DSUs also participated in regular quarterly cash dividends payable on shares of QRTEP and became eligible to receive dividend equivalent stock unit rights, subject to the same terms and conditions as the original DSU. For more information regarding the equity awards, see the “Director Compensation Table” below.
Stock Ownership Guidelines
Our board of directors has adopted stock ownership guidelines that generally require each nonemployee director to own shares of our company’s stock equal to at least three times the value of their annual cash retainer fees. Nonemployee directors have five years from the director’s initial appointment to our board to comply with these guidelines.
Director Deferred Compensation Plan
Effective beginning in the fourth quarter of 2013, directors of our company are eligible to participate in the Qurate Retail, Inc. Nonemployee Director Deferred Compensation Plan (the director deferred compensation plan), pursuant to which eligible directors of our company can elect to defer all or any portion of their annual cash fees that they would otherwise be entitled to receive. The deferral of such annual cash fees shall be effected by a reduction in the quarterly payment of such annual cash fees by the percentage specified in the director’s election. Elections are required to be made in advance of certain deadlines, which generally must be on or before the close of business on December 31 of the year prior to the year to which the director’s election will apply, and elections must include the form of distribution, such as a lump-sum payment or substantially equal installments over a period not to exceed ten years. Compensation deferred under the director deferred compensation plan that otherwise would have been received prior to 2015 would earn interest income at the rate of 9% per annum, compounded quarterly, for the period of the deferral. Compensation deferred under the director deferred compensation plan that otherwise would have been received on or after January 1, 2015 will earn interest income at a rate that is intended to approximate our company’s general cost of 10-year debt. For 2019, 2020 and 2021, the rate was 7.0%, 6.75% and 6.5%, respectively.
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Director Compensation
John C. Malone
Mr. Malone’s employment agreement (as amended) and his deferred compensation arrangements with us, as described below, were assumed by Liberty Media’s predecessor and later Liberty Media. The term of Mr. Malone’s employment agreement is extended daily so that the remainder of the employment term is five years. The employment agreement was amended in June 1999 to provide for, among other things, an annual salary of $2,600 (which was increased to $3,900 in 2014), subject to increase with board approval. The employment agreement was amended in 2003 to provide for payment or reimbursement of personal expenses, including professional fees and other expenses incurred by Mr. Malone for estate, tax planning and other services, and for personal use of corporate aircraft and flight crew. The aggregate amount of such payments or reimbursements and the value of his personal use of corporate aircraft was originally limited to $500,000 per year but increased to $1 million effective January 1, 2007 by our compensation committee. Although the “Director Compensation Table” below reflects the portion of the aggregate incremental cost of Mr. Malone’s personal use of our corporate aircraft attributable to our company, the value of his aircraft use for purposes of his employment agreement is determined in accordance with SIFL, which aggregated $23,757 for use of the aircraft by our company and Liberty Media during the year ended December 31, 2021. A portion of the costs, calculated in accordance with Part 91 of the Federal Aviation Regulations, incurred with respect to Mr. Malone were allocated to our company and reimbursed to Liberty Media under the services agreement.
In December 2008, the compensation committee determined to modify Mr. Malone’s employment arrangements to permit Mr. Malone to begin receiving fixed monthly payments in 2009, while he remains employed by our company, in satisfaction of our obligations to him under a 1993 deferred compensation arrangement, a 1982 deferred compensation arrangement and an installment severance plan, in each case, entered into with him by our predecessors (and which had been assumed by our company). At the time of the amendment, the amounts owed to Mr. Malone under these arrangements aggregated approximately $2.4 million, $20 million and $39 million, respectively. As a result of these modifications, Mr. Malone receives 240 equal monthly installments, which commenced February 2009, of: (1) approximately $20,000 under the 1993 deferred compensation arrangement, (2) approximately $237,000 under the 1982 deferred compensation arrangement and (3) approximately $164,000 under the installment severance plan. Interest ceased to accrue under the installment severance plan once these payments began; however, interest continues to accrue on the 1993 deferred compensation arrangement at a rate of 8% per annum and on the 1982 deferred compensation arrangement at a rate of 13% per annum. Following certain termination events, Mr. Malone (or, in the event of Mr. Malone’s death, his beneficiaries) would be entitled to receive the remaining payments under these arrangements, subject to certain conditions. In 2011 and 2013, Liberty Media’s predecessor and Liberty Media, respectively, assumed all outstanding obligations under these deferred compensation arrangements and the installment severance plan.
Under the terms of Mr. Malone’s employment agreement, he is entitled to receive upon the termination of his employment for any reason (other than for death or “cause”), a lump sum equal to his salary for a period of five full years following termination (calculated on the basis of $3,900 per annum, the lump sum severance payment).
As described above, Liberty Media assumed Mr. Malone’s employment agreement and all outstanding obligations thereunder, and we will reimburse Liberty Media for our allocated portion of any such lump sum severance payments made thereunder.
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Director Compensation
DIRECTOR COMPENSATION TABLE
The following table sets forth information concerning the compensation of our nonemployee directors for 2021.
Name(1)
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($)(2)(3)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
All other
compensation
($)(5)
Total
($)
John C. Malone 292,786(6)(7)(8) 292,786
Richard N. Barton 120,500(4) 115,490 8,708 244,698
Fiona P. Dias 121,544 115,490 27,368(9) 264,402
M. Ian G. Gilchrist 150,500 115,490 14,603(9) 280,593
Evan D. Malone 110,500 115,490 14,603(9) 240,593
David E. Rapley(10) 101,415(4) 82,286 183,701
Larry E. Romrell 160,500 115,490 275,990
Mark C. Vadon 130,500(4) 115,490 24,350 270,340
Andrea L. Wong 127,863(4) 115,490 56,925 7,301(9) 307,579
(1)
Gregory B. Maffei who is a director of our company and a named executive officer, Michael A. George who was a director of our company until he resigned in January 2022 and was a named executive officer, and John C. Malone, who is a director of our company, received no compensation for serving as directors of our company during 2021. However, we are allocated a portion of the compensation paid to Mr. Malone by Liberty Media. See footnotes (6), (7) and (8) below. David Rawlinson II was not a director of our company in 2021.
(2)
As of December 31, 2021, our directors (other than Messrs. Maffei and George, whose equity awards are listed in the “Outstanding Equity Awards at Fiscal Year-End” table below) held the following equity awards:
John C.
Malone
Richard N.
Barton
Fiona P.
Dias
M. Ian G.
Gilchrist
Evan D.
Malone
David E.
Rapley
Larry E.
Romrell
Mark C.
Vadon
Andrea L.
Wong
Options (#)
QRTEA
191,890 145,971 104,840 209,685 557,559 46,059
RSUs & DSUs (#)
QRTEA
14,188 28,187 14,188 14,188 14,188 14,188 14,188
QRTEP
269
(3)
The aggregate grant date fair value of the RSU awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 11 to our consolidated financial statements for the year ended December 31, 2021 (which are included in the 2021
Form 10-K).
(4)
Includes 2021 compensation that was earned but not paid in cash because it was deferred under the director deferred compensation plan. Amounts deferred are reflected below:
Name
2021
Deferred
Compensation
($)
2021 Above
Market Earnings
on Accrued Interest
($)
Richard N. Barton 120,500 8,708
David E. Rapley 101,415 82,286
Mark C. Vadon 130,500 24,350
Andrea L. Wong 127,863 56,925
(5)
Liberty Media makes available to our directors tickets to various sporting events with no aggregate incremental cost attributable to any single person.
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(6)
Includes the amount of Mr. Malone’s base salary of $975 and the following amounts, in each case, which were allocated to our company under the services agreement:
Amounts ($)
Reimbursement for personal accounting services 15,000
Compensation related to personal use of corporate aircraft (a) 40,770
Tax payments made on behalf of Mr. Malone 226,888
(a)
Calculated based on aggregate incremental cost of such usage to our company.
Also includes miscellaneous personal expenses, such as courier charges.
Liberty Media owns an apartment in New York City which is primarily used for business purposes. Mr. Malone makes use of this apartment and a company car and driver for personal reasons. From time to time, we also pay the cost of miscellaneous shipping and catering expenses for Mr. Malone.
(7)
Includes $7,250 in matching contributions allocated to our company with respect to the Liberty Media 401(k) Savings Plan.
(8)
Includes $927 in life insurance premiums allocated to our company for the benefit of Mr. Malone.
(9)
Includes the value of the cash dividend equivalent rights received by holders of RSUs in connection with the November Special Dividend and the value of dividend equivalent stock unit rights received by holders of DSUs in connection with the November Special Dividend and regular quarterly cash dividends paid on shares of QRTEP to the extent such amounts were not factored into the grant date fair value of the underlying awards computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures.
(10)
Mr. Rapley resigned from our board, effective August 18, 2021.
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PROPOSAL 2—THE AUDITORS RATIFICATION PROPOSAL
Proposal 2—The Auditors Ratification Proposal
What am I being asked to vote on and how should I vote?
We are asking our stockholders to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2022.
Even if the selection of KPMG LLP is ratified, the audit committee of our board of directors in its discretion may direct the appointment of a different independent accounting firm at any time during the year if our audit committee determines that such a change would be advisable. In the event our stockholders fail to ratify the selection of KPMG LLP, our audit committee will consider it as a direction to select other auditors for the year ending December 31, 2022.
A representative of KPMG LLP is expected to be available to answer appropriate questions at the annual meeting and will have the opportunity to make a statement if he or she so desires.
VOTE AND RECOMMENDATION
The affirmative vote of a majority of the combined voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class, is required to approve the auditors ratification proposal.
OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL
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The board of directors recommends that you vote FOR this proposal because KPMG LLP is an independent firm with few ancillary services and reasonable fees, and has significant industry and financial reporting expertise.
AUDIT FEES AND ALL OTHER FEES
The following table presents fees for professional audit services rendered by KPMG LLP for the audit of our consolidated financial statements for 2021 and 2020 and fees billed for other services rendered by KPMG LLP:
2021
2020
Audit fees $ 8,399,200 8,651,600
Audit related fees(1) 495,000
Audit and audit related fees
8,399,200 9,146,600
Tax fees(2) 766,000 747,800
Total fees
$ 9,165,200 9,894,400
(1)
Audit related fees consist of professional consultations and audits in connection with acquisitions or divestitures (including carve-out audits in connection with divestitures).
(2)
Tax fees consist of tax compliance and consultations regarding the tax implications of certain transactions.
Our audit committee has considered whether the provision of services by KPMG LLP to our company other than auditing is compatible with KPMG LLP maintaining its independence and believes that the provision of such other services is compatible with KPMG LLP maintaining its independence.
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PROPOSAL 2—THE AUDITORS RATIFICATION PROPOSAL
POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITOR
Our audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee has approved the engagement of our independent auditor to provide the following services (all of which are collectively referred to as pre-approved services):

audit services as specified in the policy, including (i) financial audits of our company and our subsidiaries, (ii) services associated with registration statements, periodic reports and other documents filed or issued in connection with securities offerings (including comfort letters and consents), (iii) attestations of management reports on our internal controls and (iv) consultations with management as to accounting or disclosure treatment of transactions;

audit related services as specified in the policy, including (i) due diligence services, (ii) financial statement audits of employee benefit plans, (iii) consultations with management as to the accounting or disclosure treatment of transactions, (iv) attest services not required by statute or regulation, (v) certain audits incremental to the audit of our consolidated financial statements, (vi) closing balance sheet audits related to dispositions, and (vii) general assistance with implementation of the requirements of certain SEC rules or listing standards; and

tax services as specified in the policy, including federal, state, local and international tax planning, compliance and review services, and tax due diligence and advice regarding mergers and acquisitions.
Notwithstanding the foregoing general pre-approval, if, in the reasonable judgment of our Chief Accounting Officer and Principal Financial Officer, an individual project involving the provision of pre-approved services is likely to result in fees in excess of $100,000, or if individual projects under $100,000 are likely to equal or exceed $500,000 during the period between the regularly scheduled meetings of the audit committee, then such projects will require the specific pre-approval of our audit committee. Our audit committee has delegated the authority for the foregoing approvals to the chairman of the audit committee, subject to his subsequent disclosure to the entire audit committee of the granting of any such approval. M. Ian G. Gilchrist currently serves as the chairman of our audit committee. In addition, the independent auditor is required to provide a report at each regularly scheduled audit committee meeting on all pre-approved services incurred during the preceding quarter. Any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee.
Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.
All services provided by our independent auditor during 2021 were approved in accordance with the terms of the policy in place.
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Audit Committee Report
Audit Committee Report
Each member of the audit committee is an independent director as determined by our board of directors, based on the listing standards of Nasdaq. Each member of the audit committee also satisfies the SEC’s independence requirements for members of audit committees. Our board of directors has determined that Mr. Gilchrist is an “audit committee financial expert” under applicable SEC rules and regulations.
The audit committee reviews our financial reporting process on behalf of our board of directors. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Our independent auditor, KPMG LLP, is responsible for expressing opinions on the conformity of our audited consolidated financial statements with U.S. generally accepted accounting principles. Our independent auditor also expresses its opinion as to the effectiveness of our internal control over financial reporting.
Our audit committee has reviewed and discussed with management and KPMG LLP our most recent audited consolidated financial statements, as well as management’s assessment of the effectiveness of our internal control over financial reporting and KPMG LLP’s evaluation of the effectiveness of our internal control over financial reporting. Our audit committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the SEC, including that firm’s judgment about the quality of our accounting principles, as applied in its financial reporting.
KPMG LLP has provided our audit committee with the written disclosures and the letter required by the applicable requirements of the PCAOB regarding KPMG LLP’s communications with the audit committee concerning independence, and the audit committee has discussed with KPMG LLP that firm’s independence from the company and its subsidiaries.
Based on the reviews, discussions and other considerations referred to above, our audit committee recommended to our board of directors that the audited financial statements be included in the 2021 Form 10-K.
Submitted by the Members of the Audit Committee​
M. Ian G. Gilchrist
Fiona P. Dias
Larry E. Romrell​
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Executive Officers
Executive Officers
The following lists the executive officers of our company (other than David Rawlinson II, our President and Chief Executive Officer, and Gregory B. Maffei, our Chairman of the Board, each of whom also serve as directors of our company and who are listed under “Proposal 1—The Election of Directors Proposal”), their ages and a description of their business experience, including positions held with our company. All positions referenced in the table below include, where applicable, positions with the respective company’s predecessors.
Our executive officers will serve in such capacities until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification or removal from office.
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Brian J. Wendling
Principal Financial Officer
and Chief Accounting Officer
Age: 49
Current Positions Prior Positions/Experience

Chief Accounting Officer and Principal Financial Officer of our company since January 2020 and July 2019, respectively

Chief Accounting Officer and Principal Financial Officer of Liberty Media and Liberty Broadband since January 2020 and July 2019, respectively, and LMAC since November 2020

Senior Vice President and Chief Financial Officer of Liberty TripAdvisor since January 2016

Director of comScore, Inc. since March 2021

Chief Accounting Officer and Principal Financial Officer of GCI Liberty from January 2020 and July 2019, respectively—December 2020

Senior Vice President and Controller of each of our company, Liberty Media and Liberty Broadband from January 2016—December 2019 and GCI Liberty from March 2018—December 2019

Senior Vice President and Controller of Liberty TripAdvisor from August 2014—December 2015

Senior Vice President of Liberty Expedia from March 2016—July 2019

Vice President and Controller of our company from November 2011—December 2015, Liberty Media from November 2011—December 2015 and Liberty Broadband from October 2014—December 2015

Various positions with Liberty Media and Qurate Retail since 1999
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Albert E. Rosenthaler
Chief Corporate Development Officer
Age: 62
Current Positions Prior Positions/Experience

Chief Corporate Development Officer of our company since October 2016

Chief Corporate Development Officer of Liberty Media, Liberty TripAdvisor and Liberty Broadband since October 2016 and LMAC since November 2020

Director of Tripadvisor since February 2016

Chief Corporate Development Officer of GCI Liberty from March 2018—December 2020

Chief Corporate Development Officer of Liberty Expedia from October 2016—July 2019

Chief Tax Officer of our company, Liberty Media, Liberty TripAdvisor and Liberty Broadband from Jan 2016—September 2016

Chief Tax Officer of Liberty Expedia from March 2016—September 2016

Senior Vice President of our company from April 2002—December 2015, Liberty Media from May 2007—December 2015, Liberty TripAdvisor from July 2013—December 2015, Liberty Broadband from June 2014—December 2015
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Executive Officers
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Renee L. Wilm
Chief Legal Officer and Chief Administrative Officer
Age: 48
Current Positions Prior Positions/Experience

Chief Legal Officer and Chief Administrative Officer of our company since September 2019 and January 2021, respectively

Chief Legal Officer and Chief Administrative Officer of Liberty Media, Liberty TripAdvisor and Liberty Broadband since September 2019 and January 2021, respectively, and LMAC since November 2020 and January 2021, respectively

Director of LMAC since January 2021

Chief Legal Officer of GCI Liberty from September 2019 to December 2020

Prior to September 2019, Senior Partner with the law firm Baker Botts L.L.P., where she represented our company, Liberty Media, Liberty TripAdvisor, Liberty Broadband and GCI Liberty and their predecessors for over twenty years, specializing in mergers and acquisitions, complex capital structures and shareholder arrangements, as well as securities offerings and matters of corporate governance and securities law compliance; while at Baker Botts, was a member of the Executive Committee, the East Coast Corporate Department Chair and Partner-in-Charge of the New York office
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EXECUTIVE COMPENSATION
Executive Compensation
This section sets forth information relating to, and an analysis and discussion of, compensation paid by our company to the following persons (who we collectively refer to as our named executive officers):
GREGORY B.
MAFFEI
Chairman of the Board

DAVID
RAWLINSON II
President and Chief Executive Officer
   
MICHAEL A.
GEORGE
Former President and Chief Executive Officer
   
BRIAN J.
WENDLING
Chief Accounting Officer and Principal Financial Officer
ALBERT E.
ROSENTHALER
Chief Corporate Development Officer
   
RENEE L.
WILM
Chief Legal Officer and Chief Administrative Officer
Effective August 1, 2021, Mr. Rawlinson began serving as President and Chief Executive Officer-Elect, with Mr. George continuing to serve as Chief Executive Officer, and effective October 1, 2021, Mr. Rawlinson succeeded Mr. George as Chief Executive Officer, with Mr. George assuming the role of Senior Advisor. Mr. George stepped down from his role as Senior Advisor on December 31, 2021.
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Compensation Philosophy
Our compensation philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value.
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WHAT WE DO
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WHAT WE DO NOT DO

A significant portion of compensation is at-risk and performance-based.

Performance targets for our executives support the long-term growth of the company.

We have clawback provisions for equity-based incentive compensation.

We have stock ownership guidelines for our executive officers.

We review our executives’ base salaries on an annual basis.

Our compensation practices do not encourage excessive risk taking.

We do not provide tax gross-up payments in connection with taxable income from perquisites.

We do not engage in liberal share recycling.
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION OVERVIEW
Our compensation committee of our board of directors has responsibility for establishing, implementing and regularly monitoring adherence to our compensation philosophy. That philosophy seeks to align the interests of the named executive officers with those of our stockholders, with the ultimate goal of appropriately motivating our executives to increase long-term stockholder value. To that end, the compensation packages provided to the named executive officers include
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EXECUTIVE COMPENSATION
significant performance-based bonuses and significant equity incentive awards, including equity awards that vest multiple years after initial grant and equity awards that are performance-based.
Our compensation committee seeks to approve a compensation package for each named executive officer that is commensurate with the responsibilities and proven or expected performance of that executive and that is competitive relative to the compensation packages paid to similarly situated executives in other companies. Our compensation committee believes that our compensation packages should assist our company in attracting and retaining key executives critical to our long-term success.
Our feedback from stockholders on this pay philosophy has been positive. At our 2020 annual stockholder meeting, stockholders representing a majority of the aggregate voting power of Qurate Retail present and entitled to vote on our say-on-pay proposal voted in favor of, on an advisory basis, our executive compensation disclosed in our proxy statement for the 2020 annual meeting of stockholders. No material changes were implemented to our executive compensation program as a result of this vote. At our 2017 annual stockholder meeting, stockholders elected to hold a say-on-pay vote every three years and our board of directors adopted this as the frequency at which future say-on-pay votes would be held.
SERVICES AGREEMENT
In September 2011, we entered into a services agreement with our former subsidiary (the services agreement), which agreement was assumed in January 2013 by its former subsidiary, then-known as Liberty Spinco, Inc. (currently known as Liberty Media). In December 2019, the services agreement was amended (the amended services agreement) in connection with Liberty Media entering into a new five-year employment agreement with Mr. Maffei (the 2019 Maffei Employment Agreement). Under the amended services agreement, our company establishes, and pays or grants directly to Mr. Maffei, our allocable portion of his annual performance-based cash bonus, his annual equity-based awards and his Upfront Awards (as defined below), and we reimburse Liberty Media for our allocable portion of the other components of Mr. Maffei’s compensation, which are described in more detail below in “—Executive Compensation Arrangements—Gregory B. Maffei—2019 Maffei Employment Agreement.” Under the 2019 Maffei Employment Agreement, Mr. Maffei’s compensation is allocated across Liberty Media, our company and each of Liberty Broadband and Liberty TripAdvisor (each a Service Company, or, collectively the Service Companies) based on two factors, each weighted 50%: (i) the relative market capitalization of each series of stock of each company and (ii) the average of (a) the percentage allocation of time for all Liberty Media employees across all companies and (b) Mr. Maffei’s percentage allocation of time across all companies, unless a different allocation method is agreed. Our allocable portion of Mr. Maffei’s annual compensation was 17% in 2021. Pursuant to the amended services agreement, in 2021, we also reimbursed Liberty Media for the portion of the base salary and certain other compensation Liberty Media paid to our employees that was allocable to us for estimated time spent by each such employee related to our company. All of Mr. George’s and Mr. Rawlinson’s compensation was paid by QVC, and none of their time was allocated to Liberty Media because Mr. George and Mr. Rawlinson did not provide any services to Liberty Media in 2021. The 2021 performance-based bonuses earned by the named executive officers of our company were paid directly by our company. During 2021, the estimate of the allocable percentages of time spent performing services for Liberty Media, on the one hand, and our company, on the other hand, were reviewed quarterly by our audit committee for appropriateness. The salaries and certain perquisite information included in the “Summary Compensation Table” below (other than with respect to Mr. George and Mr. Rawlinson, whose cash compensation is paid directly by QVC) include the portion of the compensation allocable to our company and for which we reimbursed Liberty Media and do not include the portion of the compensation allocable to Liberty Media or any of the other Service Companies. During the year ended December 31, 2021, the weighted average percentage of each such named executive officer’s time that was allocated to our company was: Mr. Wendling—11%; Mr. Rosenthaler—19%; and Ms. Wilm—20%.
ROLE OF INDEPENDENT COMPENSATION CONSULTANT
Prior to entering into the amended services agreement with Liberty Media in connection with the 2019 Maffei Employment Agreement, our compensation committee engaged Frederic W. Cook & Co., Inc. (FW Cook), an independent and experienced compensation consultant, to assist in determining the reasonableness of compensation to be allocated to our company under the amended services agreement.
In order to assess the reasonableness of compensation, FW Cook evaluated the market value of Mr. Maffei’s role at our company and the proposed allocation to our company under the service arrangement. Given the unique nature of Mr. Maffei’s role at our company, FW Cook evaluated the market value of the executive job at our company through two different lenses: Chairman of the Board and managing partner of a private equity firm.
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EXECUTIVE COMPENSATION
In assessing the reasonableness of pay as Chairman of the Board, FW Cook and the compensation committee reviewed pay data for companies comparable to ours, including companies in the retail industry, and companies with which we may compete for executive talent and stockholder investment and also included companies in those industries that are similar to our company in size, geographic location or complexity of operations. In assessing the reasonableness of pay as a managing partner of a private equity firm, FW Cook and the compensation committee reviewed survey data regarding the compensation of private equity professionals.
SETTING EXECUTIVE COMPENSATION
Pay-Setting
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In making its compensation decision for each named executive officer, our compensation committee considers the following:

each element of the named executive officer’s compensation, including salary, performance-based bonus, equity compensation, perquisites and other personal benefits, and weights equity compensation most heavily;

the financial performance of our company compared to internal forecasts and budgets;

the scope of the named executive officer’s responsibilities;

the competitive nature of the compensation packages offered based on general industry knowledge of the retail and commerce industries and periodic use of survey information provided by Mercer (US), Inc. (Mercer) and FW Cook; and

the performance of the group reporting to the named executive officer.
In addition, when setting compensation, our compensation committee considers the recommendations obtained from Mr. Maffei as to all elements of the compensation packages of Messrs. George, Rawlinson, Wendling, and Rosenthaler and Ms. Wilm. To make these recommendations, Mr. Maffei evaluates the performance and contributions of each such named executive officer. He also considers whether the pay packages afforded to such named executive officers are competitive and are aligned internally. He also evaluates the named executive officer’s performance against individual, department and corporate goals.
In December 2019, our compensation committee approved the amended services agreement, which established the terms and conditions of our allocable portion of Mr. Maffei’s compensation for the term of the 2019 Maffei Employment Agreement. See “— Services Agreements” above. Prior to entering into the amended services agreement with Liberty Media, our compensation committee reviewed information from FW Cook with respect to Chairman of the Board compensation packages at comparable retailers and e-commerce companies.
In September 2015, prior to our compensation committee approving a new five-year employment agreement with Mr. George (the George Employment Agreement) and granting equity awards in connection with its execution, our compensation committee considered the recommendation of Mr. Maffei with respect to Mr. George’s compensation package and reviewed compensation data from companies similar to QVC, which was compiled by Mercer, as a reference point for the proposed new compensation arrangement. In addition, in connection with granting the New CEO Term Options (as defined below) to Mr. George, the compensation committee and Mr. Maffei reviewed a compensation study prepared by Mercer and in November 2020, our compensation committee approved an amendment to the George Employment Agreement (the George Employment Agreement Extension). See “— Executive Compensation Arrangements—Michael A. George” below for a description of the terms of these arrangements.
In July 2021, our compensation committee approved a new employment agreement with Mr. Rawlinson running through December 31, 2024 (the Rawlinson Employment Agreement) and granted equity awards in connection with the execution of the Rawlinson Employment Agreement. Prior to our compensation committee’s approval of the Rawlinson Employment Agreement, our compensation committee reviewed relevant comparable CEO cash and equity compensation components as a reference point for the proposed new compensation arrangements and considered the recommendation of Mr. Maffei with respect to Mr. Rawlinson’s annual compensation package, which had been structured giving consideration to components of cash and equity compensation paid to CEOs of comparable retailers and e-commerce companies. Based on this review, our compensation committee determined to confirm and approve the proposed arrangements. See “—Executive Compensation Arrangements—David Rawlinson II” for a description of Mr. Rawlinson’s employment agreement.
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EXECUTIVE COMPENSATION
ELEMENTS OF 2021 EXECUTIVE COMPENSATION
For 2021, the principal components of compensation for the named executive officers were:

base salary;

a performance-based bonus, payable in cash;

performance-based restricted stock units;

a one-time sign-on bonus, a one-time grant of time-based restricted stock units and a one-time grant of time-vested stock options to Mr. Rawlinson in connection with the commencement of his employment;

a one-time grant of time-based restricted stock units to Mr. George per the terms of the George Employment Agreement Extension;

a grant of restricted shares with respect to QRTEB stock to Mr. Maffei in connection with the Letter Agreement (as defined and described below); and

perquisites and other limited personal benefits.
BASE SALARY
Our compensation committee believes base salary should be a relatively smaller portion of each named executive officer’s overall compensation package, allowing for a greater portion to be performance based, thereby aligning the interests of our executives more closely with those of our stockholders. The base salaries of the named executive officers are reviewed on an annual basis (other than Mr. Maffei’s base salary, which is set by the terms of his employment agreement), as well as at the time of any change in responsibilities. Typically, after establishing a named executive officer’s base salary, salary increases are limited to cost-of-living adjustments, adjustments based on changes in the scope of the named executive officer’s responsibilities, and adjustments to align the named executive officer’s salary level with those of our other named executive officers.
After completion of the annual review in December 2020, the 2021 base salaries of Messrs. Wendling and Rosenthaler and Ms. Wilm were increased by 18.5%, 16.2% and 8%, respectively, after a review of the competitive compensation packages offered to similarly situated executives, a cost-of-living adjustment, and in the case of Ms. Wilm, consideration of her expanded role as our Chief Administrative Officer. For 2021, Mr. Maffei’s salary remained at $3,000,000 as prescribed by the 2019 Maffei Employment Agreement. For 2021, Mr. George’s base salary increased to $1,500,000 per the terms of the George Employment Agreement Extension and Mr. Rawlinson’s base salary was $1,250,000 per the terms of the Rawlinson Employment Agreement.
2021 PERFORMANCE-BASED BONUSES
Overview. For 2021, our compensation committee adopted an annual, performance-based bonus program for each of Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm. Mr. George and Mr. Rawlinson participated in a separate performance-based bonus program, described under “— QVC Bonus Awards” below. The 2021 bonus program was comprised of two components: a bonus amount payable based on each participant’s individual performance (the Individual Performance Bonus) and a bonus amount payable based on the corporate performance of our company, Liberty Media, Liberty TripAdvisor and Liberty Broadband (the Corporate Performance Bonus).
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EXECUTIVE COMPENSATION
Individual Performance Bonus
(60% weighting)
Corporate Performance Bonus
(40% weighting)

Based on each named executive officers’ personal, department and corporate related goals

Named executive officer provided a self-evaluation of their achievements, and in the case of Messrs. Wendling and Rosenthaler and Ms. Wilm, Mr. Maffei also provided an evaluation

Compensation committee reviewed goals, evaluations and achievements before approving a specific payout for each named executive officer
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30% based on consolidated financial results of all subsidiaries and major investments within our company, Liberty Media, Liberty TripAdvisor and Liberty Broadband

10% based on consolidated revenue results

10% based on consolidated Adjusted OIBDA results

10% based on consolidated free cash flow results

10% based on corporate level achievements such as merger and acquisition activity, investments, financings, ESG initiatives, SEC/audit compliance, litigation management and tax compliance
Pursuant to the 2019 Maffei Employment Agreement, Mr. Maffei was assigned a target bonus opportunity under the performance-based bonus program equal to $17 million in the aggregate for Liberty Media, our company and each of the other Service Companies. That bonus amount was split among, and payable directly by, our company, Liberty Media and each of the Service Companies, with payment subject to the achievement of one or more performance metrics as determined by the applicable company’s compensation committee. In 2021, the portion of Mr. Maffei’s aggregate target bonus amount allocated to our company was 17% or $2,890,000. The portions of Mr. Maffei’s aggregate target bonus amount allocated to each of Liberty Media, Liberty Broadband and Liberty TripAdvisor pursuant to the amended services agreements were 41% (or $6,970,000), 37% (or $6,290,000) and 5% (or $850,000), respectively.
Messrs. Maffei, Wendling and Rosenthaler and Ms. Wilm were assigned in March 2021 a maximum bonus opportunity under the performance-based bonus program, which would be allocated to each of Qurate Retail, Liberty Media, Liberty Broadband and Liberty TripAdvisor in the same percentage as the allocation for Mr. Maffei’s target bonus opportunity (the Maximum Performance Bonus). The portion of the Maximum Performance Bonus allocated to the Qurate Retail program were $5,780,000, $204,638, $374,405 and $374,544 for Messrs. Maffei, Wendling, Rosenthaler and Ms. Wilm, respectively (the Qurate Retail Maximum Performance Bonus). The Qurate Retail Maximum Performance Bonus amounts are up to 200% of Mr. Maffei’s target annual bonus allocated to our company under the 2019 Maffei Employment Agreement and our company’s allocable portion of up to 200% of base pay for each of Messrs. Wendling and Rosenthaler and Ms. Wilm. The portion of the Maximum Performance Bonus allocated to Liberty Media, Liberty Broadband and Liberty TripAdvisor were $13,940,000, $12,580,000 and $1,700,000, respectively, for Mr. Maffei, $493,538, $445,388 and $60,188, respectively, for Mr. Wendling, $902,977, $814,882 and $110,119, respectively, for Mr. Rosenthaler and $903,312, $815,184 and $110,160, respectively, for Ms. Wilm.
Each participant was entitled to receive from our company an amount (the Qurate Retail Maximum Individual Bonus) equal to 60% of the Qurate Retail Maximum Performance Bonus for that participant. The Qurate Retail Maximum Individual Bonus was subject to reduction based on a determination of the participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of our company. Under the corollary programs of Liberty Media and the other Service Companies, each participant was entitled to receive from Liberty Media and the other Service Companies a maximum individual bonus equal to 60% of his or her Maximum Performance Bonus allocable to Liberty Media and each other Service Company subject to reduction based on a determination of the participant’s achievement of qualitative criteria established with respect to the services to be performed by the participant on behalf of Liberty Media and the other Service Companies. Our compensation committee believes this construct was appropriate in light of the amended services agreement and the fact that each participant splits his or her professional time and duties.
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EXECUTIVE COMPENSATION
Each participant was entitled to receive from our company an amount (the Qurate Retail Maximum Corporate Bonus) equal to 40% of his or her Qurate Retail Maximum Performance Bonus, of which 30% would be based on a determination of the consolidated corporate performance of our company, Liberty Media and the other Service Companies and 10% would be based on corporate-level achievements. Under the corollary programs of Liberty Media and the other Service Companies, each participant was entitled to receive from Liberty Media and the other Service Companies a bonus that is 40% of each of Liberty Media’s and the other Service Companies’ allocable portion of the Maximum Performance Bonus, which were based on a determination of the consolidated corporate performance of our company, Liberty Media and the other Service Companies and a determination of corporate-level achievements.
In December 2021, our compensation committee, the Liberty Media compensation committee and the compensation committees of the other Service Companies reviewed contemporaneously our respective named executive officers’ individual performance and consolidated corporate performance under each company’s program. Notwithstanding this joint effort, our compensation committee retained sole and exclusive discretion with respect to the approval of award terms and amounts payable under our bonus program.
Individual Performance Bonus. Our compensation committee reviewed the individual performance of each participant to determine the reductions that would apply to each participant’s Qurate Retail Maximum Individual Bonus. Our compensation committee took into account a variety of factors, without assigning a numerical weight to any single performance measure. This determination was based on reports to our board, the observations of committee members throughout the year, executive self-evaluations and, with respect to the participants other than Mr. Maffei, the observations and input of Mr. Maffei. In evaluating the performance of each of the participants for determining the reduction that would apply to each named executive officer’s Qurate Retail Maximum Individual Bonus, the following performance objectives related to our company which had been assigned to each participant for 2021 were considered:
GREGORY B. MAFFEI
Chairman of the Board
Performance Objectives:

Provide leadership to Qurate Retail Group to drive strategies, improve brand and increase shareholder value

Assess capital allocation strategies, capital structure and tax efficiency initiatives

Assist with recruitment of senior officers, including new CEO

Monitor cost synergies against plan

Oversee opportunistic investments

Support development and goals of management team

Continue development of ESG program
BRIAN J. WENDLING
Chief Accounting Officer and Principal Financial Officer
Performance Objectives:

Ensure timely and accurate internal and external financial reports

Support ongoing assessments and improvements to the company’s internal control structure

Manage company’s capital expenditure plan with a particular focus on information technology

Continued development and training of accounting, reporting and internal audit staff

Assist other executives in accounting and financial related due diligence on potential acquisition targets

Assist treasury and management on capital allocation
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ALBERT E. ROSENTHALER
Chief Corporate Development Officer
Performance Objectives:

Evaluate potential merger, acquisition and strategic investment opportunities

Assess capital structure and capital allocation

Continue oversight of tax and corporate development departments
RENEE L. WILM
Chief Legal Officer and Chief Administrative Officer
Performance Objectives:

Support corporate development in the evaluation of acquisition targets and strategic investments; provide legal support for execution of selected opportunities

Support treasury and management in evaluation of capital structures, capital allocation and liquidity solutions

Support subsidiary legal departments with regard to litigation, corporate matters and compliance, including privacy and cyber security concerns

Continue to develop and refine active government affairs program

Oversee executive recruiting and talent development at our company and assist with succession planning at QVC, including search for new CEO

Provide support for ESG initiative
Following a review of the participants’ performance and a review of the time allocated to matters for our company, our compensation committee determined to pay each participant the following portion of his or her Qurate Retail Maximum Individual Bonus:
Name
Qurate Retail
Maximum Individual
Bonus
Percentage Payable
Aggregate
Dollar Amount
Gregory B. Maffei $ 3,468,000 62.50% $ 2,167,500
Brian J. Wendling $ 122,783 81.25% $ 99,761
Albert E. Rosenthaler $ 224,643 81.25% $ 182,523
Renee L. Wilm $ 224,726 87.50% $ 196,636
Corporate Performance Bonus. Our compensation committee then made a determination as to the portion, if any, that would be payable to each participant for his or her Qurate Retail Maximum Corporate Bonus, a portion of which is attributable to consolidated financial measures of the Operating Companies (as defined below) as a group and a portion of which is attributable to corporate-level achievements. In making this determination, our compensation committee reviewed forecasts of 2021 Adjusted OIBDA (as defined below), revenue and free cash flow (financial measures) for QVC, HSN, Inc., Cornerstone Brands, Inc., Zulily, LLC, Sirius XM, Braves Holdings, LLC, Formula 1, GCI Holdings, LLC and proportionate shares of Live Nation, Charter and Tripadvisor (collectively, the Operating Companies), all of which forecasts were prepared in December 2021 and are set forth in the table below. Also set forth in the table below are the corresponding actual financial measures achieved for 2021, which deviated from our forecasts as indicated below. Although forecasted revenue, Adjusted OIBDA and free cash flow deviated from the actual result, none of the deviations would have affected the amounts paid under the corporate performance bonus portion of the program.
For purposes of the bonus program, Adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements, transaction related costs (including acquisition, restructuring, integration, and advisory fees), impairments and fire related costs. Sirius XM, Live Nation Entertainment, Inc., Charter, and Tripadvisor do not report Adjusted OIBDA information. As a result, in order to determine their financial results, we used the most similar non-GAAP measures reported by each of these companies. We used Adjusted EBITDA as reported by Sirius XM, Charter, and Tripadvisor and Adjusted Operating Income, or AOI, as reported by Live Nation. For a definition of Adjusted EBITDA as defined by Sirius XM, see Sirius XM’s Annual Report on Form 10-K for
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EXECUTIVE COMPENSATION
the year ended December 31, 2021, filed on February 1, 2022. For a definition of Adjusted EBITDA as defined by Charter, see Charter’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on January 28, 2022. For a definition of Adjusted EBITDA as defined by Tripadvisor, see Tripadvisor’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 18, 2022. For a definition of AOI as defined by Live Nation, see Live Nation’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022.
(dollar amounts in millions)
2021 Forecast
2021 Actual
Actual /
Forecast
Revenue(1) $ 44,328 $ 44,526 0.45%
Adjusted OIBDA(1) $ 12,286 $ 12,317 0.25%
Free Cash Flow(1)(2) $ 5,996 $ 6,304 5.14%
(1)
Revenue, Adjusted OIBDA and Free Cash Flow amounts represent the consolidated summation of the Operating Companies. All calculations were performed on a constant currency basis.
(2)
Defined for purposes of the bonus program as Adjusted OIBDA less all other operating and investing items on a constant currency basis.
Based on a review of the above forecasts and consideration of Operating Company performance against plan for these financial measures by the compensation committees of our company, Liberty Media, Liberty Broadband and Liberty TripAdvisor, the compensation committees determined that the financial measures relating to the Operating Companies were achieved to the extent described below:
Financial Measure
Percentage Payable
Revenue(1)
6% of a possible 10%
Adjusted OIBDA(1)
9% of a possible 10%
Free Cash Flow(1)(2)
8% of a possible 10%
Percentage payable was based on 2021 forecasted financial measures compared to 2021 budgeted financial measures, with a 7% payout if forecasted financial measures equaled budget financial measures, and a payout range of 0% to 10% if forecasted financial measures were less than or greater than budgeted financial measures. Our compensation committee then translated the achievement of these financial measures into a percentage payable (23% of a possible 30%, or 76.67%) to each participant of his or her Qurate Retail Maximum Corporate Bonus related to financial measures, as follows:
Name
Qurate Retail
Maximum
Corporate
Bonus Related
to Financial
Measures
Percentage
Payable
Aggregate
Dollar Amount
Gregory B. Maffei $ 1,734,000 76.67% $ 1,329,400
Brian J. Wendling $ 61,391 76.67% $ 47,067
Albert E. Rosenthaler $ 112,322 76.67% $ 86,113
Renee L. Wilm $ 112,363 76.67% $ 86,145
In December 2021, our compensation committee considered combined corporate-level achievements for our company, Liberty Media and each of the other Service Companies in determining that 8.5% of a possible 10% of a portion of the Qurate Retail Maximum Corporate Bonus would be payable to each participant. In making this determination, the compensation committee considered merger and acquisition activity, investments, financings, ESG initiatives, SEC/audit compliance, litigation management and tax compliance. The achievements and percentage payable translated to the following payment for each participant:
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TABLE OF CONTENTS
EXECUTIVE COMPENSATION
Name
Qurate Retail
Maximum
Corporate Bonus
Related to
Corporate-Level
Achievements
Percentage
Payable
Aggregate
Dollar Amount
Gregory B. Maffei