DIRECTV 2009 Annual Report Download - page 50

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DIRECTV
the Liberty Transaction. We are in the process of assessing the merits of the allegations in the
complaint and the indemnification obligations of DIRECTV regarding this litigation.
Other. We are subject to other legal proceedings and claims that arise in the ordinary course of
our business. The amount of ultimate liability with respect to such actions is not expected to materially
affect our financial position, results of operations or liquidity.
(b) The following previously reported legal proceedings were terminated during the fourth quarter
ended December 31, 2009:
Legal Proceedings Regarding the Liberty Transaction. As previously reported, multiple purported
class action complaints were filed against The DIRECTV Group, Inc., Liberty Media and The
DIRECTV Group Board of Directors in the Delaware Court of Chancery and California State Court
on behalf of the public stockholders of DIRECTV Group. Four stockholder class action complaints
were brought in Delaware Chancery Court from May 12, 2009 to May 19, 2009, all of which were
subsequently consolidated on May 22, 2009, which we refer to as the Delaware Action. One
stockholder class action complaint was brought in California State Court on May 29, 2009, which we
refer to as the California Action. The consolidated Delaware complaint and the California complaint
alleged, among other things, that the members of the DIRECTV Group Board of Directors breached
their fiduciary duties in approving the merger agreement with Liberty Media. On October 16, 2009, all
of the parties to the Delaware Action entered into a Stipulation and Agreement of Compromise,
Settlement and Release. After a hearing on November 25, 2009, the settlement agreement was
approved by the Delaware court and a final judgment was entered on that date. The terms of the
settlement are set forth in the Stipulation and the Notice of Settlement filed as Exhibits 99.1 and 99.2,
respectively to the DIRECTV Group’s Current Report on Form 8-K filed on October 20, 2009.
In September 2009, the California Action was stayed pending conclusion of the consolidated
Delaware Action. The ruling in the Delaware Action is expected to result in the formal dismissal of the
California Action.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the special meeting of stockholders held on November 19, 2009, the following matters were
submitted to a vote of the stockholders of DIRECTV Group:
Item No. 1
The adoption of the Agreement and Plan of Merger by and among Liberty Media Corporation,
Liberty Entertainment, Inc., The DIRECTV Group, Inc., DIRECTV, DTVG One, Inc. and DTVG
Two, Inc. The final voting results were:
For ........................................................ 864,150,937
Against ..................................................... 8,123,875
Abstain ..................................................... 3,350,513
Majority of the Minority
For ........................................................ 317,890,782
Percent ..................................................... 78%
38