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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/18/19 Liberty Broadband Corp DEF 14A 5/23/19 1:2.4M Merrill Corp FA/JMSii/FA |
Document/Exhibit Description Pages Size 1: DEF 14A Definitive Proxy Statement HTML 490K
tv514297-def14a - none - 5.7248292s |
| | Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held on May 23, 2019: our Notice of Annual Meeting of Stockholders, Proxy Statement, and 2018 Annual Report to Stockholders are available at www.proxyvote.com. | | |
| PROXY STATEMENT SUMMARY | | | ||
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| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | |
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| PROPOSAL 1—THE DIRECTOR ELECTION PROPOSAL | | | | |
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| PROPOSAL 2—THE AUDITORS RATIFICATION PROPOSAL | | | | |
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| PROPOSAL 3—THE INCENTIVE PLAN PROPOSAL | | | | |
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MANAGEMENT AND GOVERNANCE MATTERS |
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ANNEX A: Liberty Broadband Corporation 2019 Omnibus Incentive Plan |
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WHEN
8:00 a.m., local time, on May 23, 2019
WHERE
RECORD DATE
5:00 p.m., New York City time, on April 1, 2019
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| |
ITEMS OF BUSINESS
1.
Director election proposal—To elect Richard R. Green and Gregory B. Maffei to continue serving as Class II members of our board until the 2022 annual meeting of stockholders or their earlier resignation or removal.
2.
Auditors ratification proposal—To ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2019.
3.
Incentive plan proposal—To adopt the Liberty Broadband Corporation 2019 Omnibus Incentive Plan.
Such other business as may properly come before the annual meeting.
WHO MAY VOTE
Holders of shares of LBRDA and LBRDB
Holders of shares of LBRDK are NOT eligible to vote at the annual meeting |
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PROXY VOTING
Stockholders of record on the record date are entitled to vote by proxy in the following ways:
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Online at
www.proxyvote.com |
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By returning a properly completed,
signed and dated proxy card |
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Proposal
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| | Voting Recommendation |
| | Page Reference (for more detail) |
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| | Director election proposal | | | | | 9 | | | |
| | Auditors ratification proposal | | | ✓ FOR | | | 13 | | |
| | Incentive plan proposal | | | ✓ FOR | | | 15 | | |
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Recommendation of Our
Board of Directors |
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Our board of directors has unanimously approved each of the proposals and recommends that you vote “FOR” the election of each director nominee and “FOR” each of the auditors ratification proposal and the incentive plan proposal.
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Name and Address of Beneficial Owner
|
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Title of
Series |
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent of
Series (%) |
| |
Voting
Power (%) |
| |||||||||
John C. Malone
c/o Liberty Broadband Corporation |
| |
LBRDA
|
| | | | 1,282,331(1) | | | | | | 4.9 | | | | | | 49.0 | | |
|
LBRDB
|
| | | | 2,363,834(1) | | | | | | 96.3 | | | | | | | | | ||
|
LBRDK
|
| | | | 3,145,987(1) | | | | | | 2.1 | | | | | | | | | ||
Clearbridge Investments, LLC
|
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LBRDA
|
| | | | 1,954,672(2) | | | | | | 7.4 | | | | | | 3.8 | | |
|
LBRDB
|
| | | | — | | | | | | — | | | | | | | | | ||
|
LBRDK
|
| | | | 3,013,433(3) | | | | | | 2.0 | | | | | | | | | ||
The Vanguard Group
|
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LBRDA
|
| | | | 1,770,721(4) | | | | | | 6.7 | | | | | | 3.5 | | |
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LBRDB
|
| | | | — | | | | | | — | | | | | | | | | ||
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LBRDK
|
| | | | 10,331,758(5) | | | | | | 6.8 | | | | | | | | | ||
BlackRock, Inc.
|
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LBRDA
|
| | | | 1,574,590(6) | | | | | | 6.0 | | | | | | 3.1 | | |
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LBRDB
|
| | | | — | | | | | | — | | | | | | | | | ||
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LBRDK
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| | | | 8,006,202(7) | | | | | | 5.3 | | | | | | | | | ||
FPR Partners, LLC
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LBRDA
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| | | | 1,390,751(8) | | | | | | 5.3 | | | | | | 2.7 | | |
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LBRDB
|
| | | | — | | | | | | — | | | | | | | | | ||
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LBRDK
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| | | | 1,134,150(9) | | | | | | * | | | | | | | | | ||
FMR LLC
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LBRDA
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| | | | 1,320,714(10) | | | | | | 5.0 | | | | | | 2.6 | | |
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LBRDB
|
| | | | — | | | | | | — | | | | | | | | | ||
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LBRDK
|
| | | | 4,964(11) | | | | | | * | | | | | | | | |
Name
|
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Title
of Series |
| |
Amount and Nature of
Beneficial Ownership (In thousands) |
| |
Percent of
Series (%) |
| |
Voting
Power (%) |
| |||||||||
John C. Malone
Chairman of the Board
|
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LBRDA
|
| | | | 1,282(1)(2)(3) | | | | | | 4.9 | | | | | | 49.0 | | |
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LBRDB
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| | | | 2,364(1)(4)(5) | | | | | | 96.3 | | | | | | | | | ||
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LBRDK
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| | | | 3,146(1)(2)(3)(5) | | | | | | 2.1 | | | | | | | | | ||
Gregory B. Maffei
President, Chief Executive
Officer and Director |
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LBRDA
|
| | | | 750(6)(7)(8)(9) | | | | | | 2.8 | | | | | | 1.6 | | |
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LBRDB
|
| | | | 9 | | | | | | * | | | | | | | | | ||
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LBRDK
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| | | | 2,584(6)(7)(8)(9) | | | | | | 1.7 | | | | | | | | | ||
Richard R. Green
Director
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LBRDA
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| | | | **(10) | | | | | | * | | | | | | * | | |
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LBRDB
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| | | | — | | | | | | — | | | | |||||||
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LBRDK
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| | | | 22(6)(10) | | | | | | * | | | | | | | | | ||
J. David Wargo
Director
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LBRDA
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| | | | 93(11)(12) | | | | | | * | | | | | | * | | |
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LBRDB
|
| | | | — | | | | | | — | | | | | | | | | ||
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LBRDK
|
| | | | 304(6)(11)(12) | | | | | | * | | | | | | | | | ||
John E. Welsh III
Director
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LBRDA
|
| | | | 5 | | | | | | * | | | | | | * | | |
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LBRDB
|
| | | | — | | | | | | — | | | | |||||||
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LBRDK
|
| | | | 15(6) | | | | | | * | | | | | | | | | ||
Richard N. Baer
Chief Legal Officer
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LBRDA
|
| | | | — | | | | | | — | | | | | | — | | |
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LBRDB
|
| | | | — | | | | | | — | | | | | | | | | ||
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LBRDK
|
| | | | — | | | | | | — | | | | | | | | | ||
Mark D. Carleton
Chief Financial Officer
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LBRDA
|
| | | | 18(6) | | | | | | * | | | | | | * | | |
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LBRDB
|
| | | | — | | | | | | — | | | | | | | | | ||
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LBRDK
|
| | | | 73(6) | | | | | | * | | | | | | | | | ||
Albert E. Rosenthaler
Chief Corporate Development Officer
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LBRDA
|
| | | | 17 | | | | | | * | | | | | | * | | |
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LBRDB
|
| | | | — | | | | | | — | | | | | | | | | ||
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LBRDK
|
| | | | 35 | | | | | | * | | | | | | | | |
Name
|
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Title
of Series |
| |
Amount and Nature of
Beneficial Ownership (In thousands) |
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Percent of
Series (%) |
| |
Voting
Power (%) |
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All directors and executive
officers as a group (8 persons) |
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LBRDA
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| | | | 2,165(1)(2)(3)(6)(7)(8)(9)(10)(11)(12) | | | | | | 8.1 | | | | | | 50.6 | | |
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LBRDB
|
| | | | 2,373(1)(4)(5) | | | | | | 96.7 | | | | | | | | | ||
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LBRDK
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| | | | 6,179(1)(2)(3)(5)(6)(7)(8)(9)(10)(11)(12) | | | | | | 4.0 | | | | | | | | |
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LBRDA
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LBRDK
|
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Gregory B. Maffei | | | | | 290,395 | | | | | | 1,336,838 | | |
Mark D. Carleton | | | | | 18,248 | | | | | | 36,878 | | |
Richard R. Green | | | | | — | | | | | | 21,707 | | |
J. David Wargo | | | | | — | | | | | | 25,102 | | |
John E. Welsh, III | | | | | — | | | | | | 14,757 | | |
Total
|
| | | | 308,643 | | | | | | 1,435,282 | | |
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| | Our board of directors unanimously recommends a vote “FOR” the election of each nominee to our board of directors. |
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| | | |
2018
|
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2017
|
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| Audit fees | | | | $ | 626,300 | | | | | $ | 428,000 | | |
| Audit related fees | | | | | — | | | | | | — | | |
|
Audit and audit related fees
|
| | | | 626,300 | | | | | | 428,000 | | |
| Tax fees(1) | | | | | 3,300 | | | | | | — | | |
|
Total fees
|
| | | $ | 629,600 | | | | | $ | 428,000 | | |
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| | Our board of directors unanimously recommends a vote “FOR” the auditors ratification proposal. |
| |
| |
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| | Our board of directors unanimously recommends a vote “FOR” the approval of the Liberty Broadband Corporation 2019 Omnibus Incentive Plan. |
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Name
|
| |
Positions
|
|
|
Richard N. Baer
Age: 62 |
| | Mr. Baer has served as Chief Legal Officer of our company, Liberty Media, Qurate Retail and Liberty TripAdvisor since January 2016, Liberty Expedia since March 2016 and GCI Liberty since March 2018. He previously served as a Senior Vice President and General Counsel of our company from June 2014 to December 2015, Qurate Retail and Liberty Media from January 2013 to December 2015 and Liberty TripAdvisor from July 2013 to December 2015. Previously, Mr. Baer served as Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated from May 2011 to December 2012. He served as Executive Vice President and General Counsel of Qwest Communications International Inc. from December 2002 to April 2011 and Chief Administrative Officer from August 2008 to April 2011. | |
|
Albert E. Rosenthaler
Age: 59 |
| | Mr. Rosenthaler has served as Chief Corporate Development Officer of our company, Qurate Retail, Liberty Media, Liberty TripAdvisor and Liberty Expedia since October 2016 and GCI Liberty since March 2018. He previously served as Chief Tax Officer of our company, Qurate Retail, Liberty Media and Liberty TripAdvisor from January 2016 to September 2016 and Liberty Expedia from March 2016 to September 2016. Prior to that, he served as a Senior Vice President of our company from June 2014 to December 2015, Liberty Media (including its predecessor) from May 2007 to December 2015, Qurate Retail (including its predecessor) from April 2002 to December 2015, and Liberty TripAdvisor from July 2013 to December 2015. | |
|
Mark D. Carleton
Age: 58 |
| | Mr. Carleton has served as Chief Financial Officer of our company, Qurate Retail and Liberty Media since October 2016. He has also served as Chief Financial Officer of GCI Liberty since March 2018 and served as Treasurer from March 2018 to May 2018. He previously served as Chief Development Officer of our company, Qurate Retail, Liberty Media and Liberty TripAdvisor from January 2016 to September 2016. Prior to that time, he served as a Senior Vice President of our company from October 2014 to December 2015, Qurate Retail from November 2014 to December 2015 and Liberty Media from January 2013 to December 2015, and as a Senior Vice President of predecessors of Liberty Media from December 2003 to January 2013. Prior to that time, Mr. Carleton served as a partner at KPMG LLP, where he had overall responsibility for the communications sector and served on KPMG’s board of directors. | |
Name and Principal Position (as of 12/31/18) |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||||||||
Gregory B. Maffei
President and Chief
Executive Officer |
| | | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Mark D. Carleton
Chief Financial Officer
|
| | | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | 2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Chief Executive Officer Total Annual Compensation | | | | $ | 0 | | |
| Median Employee Total Annual Compensation | | | | $ | 151,087 | | |
| Ratio of Chief Executive Officer to Median Employee Total Annual Compensation | | | | | 0:1 | | |
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Option awards
|
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Name
|
| |
Number of
securities underlying unexercised options (#) Exercisable |
| |
Number of
securities underlying unexercised options (#) Unexercisable |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| ||||||||||||
Gregory B. Maffei | | | | | | | | | | | | | | | | | | | | | | | | | |
Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | |
LBRDA
|
| | | | 290,395 | | | | | | — | | | | | | 33.12 | | | | | | 12/17/2019 | | |
LBRDK
|
| | | | 586,838 | | | | | | — | | | | | | 33.11 | | | | | | 12/17/2019 | | |
LBRDK
|
| | | | 750,000 | | | | | | 750,000(1) | | | | | | 48.10 | | | | | | 12/17/2024 | | |
Mark D. Carleton | | | | | | | | | | | | | | | | | | | | | | | | | |
Option Awards | | | | | | | | | | | | | | | | | | | | | | | | | |
LBRDA
|
| | | | 18,248 | | | | | | — | | | | | | 33.12 | | | | | | 3/19/2020 | | |
LBRDK
|
| | | | 36,878 | | | | | | — | | | | | | 33.11 | | | | | | 3/19/2020 | | |
Name
|
| |
Voluntary
Termination Without Good Reason ($) |
| |
Termination
for Cause ($) |
| |
Termination
Without Cause or for Good Reason ($) |
| |
Death ($)
|
| |
Disability ($)
|
| |
After a
Change in Control ($) |
| ||||||||||||||||||
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Gregory B. Maffei | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Options | | | | | 52,022,618(1) | | | | | | 52,022,618(1) | | | | | | 69,970,118(2) | | | | | | 69,970,118(3) | | | | | | 69,970,118(3) | | | | | | 69,970,118(3) | | |
Total
|
| | | | 52,022,618 | | | | | | 52,022,618 | | | | | | 69,970,118 | | | | | | 69,970,118 | | | | | | 69,970,118 | | | | | | 69,970,118 | | |
Mark D. Carleton | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Options | | | | | 2,141,307(1) | | | | | | — | | | | | | 2,141,307(1) | | | | | | 2,141,307(1) | | | | | | 2,141,307(1) | | | | | | 2,141,307(1) | | |
Total
|
| | | | 2,141,307 | | | | | | — | | | | | | 2,141,307 | | | | | | 2,141,307 | | | | | | 2,141,307 | | | | | | 2,141,307 | | |
|
|
Name(1)
|
| |
Fees Earned
or Paid in Cash ($) |
| |
Stock
Awards ($)(2)(3) |
| |
Option
Awards ($)(2)(4) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| |||||||||||||||
| John C. Malone | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Richard R. Green | | | | | 40,000 | | | | | | 77,512 | | | | | | — | | | | | | — | | | | | | 117,512 | | |
| J. David Wargo | | | | | 40,000 | | | | | | — | | | | | | 156,400 | | | | | | — | | | | | | 196,400 | | |
| John E. Welsh III | | | | | 121,500 | | | | | | — | | | | | | 78,212 | | | | | | 17,112(5) | | | | | | 216,824 | | |
| | | |
John C.
Malone |
| |
Richard R.
Green |
| |
J. David
Wargo |
| |
John E.
Welsh III |
| ||||||||||||
| Options (#) | | | | | | | | | | | | | | | | | | | | | | | | | |
|
LBRDA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
LBRDK
|
| | | | — | | | | | | 21,707 | | | | | | 31,607 | | | | | | 18,010 | | |
| RSUs (#) | | | | | | | | | | | | | | | | | | | | | | | | | |
|
LBRDA
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
LBRDK
|
| | | | — | | | | | | 940 | | | | | | — | | | | | | — | | |
|
Plan Category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of securities
available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
| |||||||||
| ||||||||||||||||||||
| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | |
|
Liberty Broadband Corporation 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015), as amended
|
| | | | | | | | | | | | | | | | 6,733,474(1) | | |
|
LBRDA
|
| | | | — | | | | | | — | | | | | | | | |
|
LBRDB
|
| | | | — | | | | | | — | | | | | | | | |
|
LBRDK
|
| | | | 1,571,324 | | | | | $ | 48.99 | | | | | | | | |
| Equity compensation plans not approved by security holders: | | | | | | | | | | | | | | | | | | | |
|
Liberty Broadband Corporation Transitional Stock Adjustment Plan, as amended(2)
|
| | | | | | | | | | | | | | | | —(2) | | |
|
LBRDA
|
| | | | 393,557 | | | | | $ | 33.31 | | | | | | | | |
|
LBRDB
|
| | | | — | | | | | | — | | | | | | | | |
|
LBRDK
|
| | | | 784,427 | | | | | $ | 33.30 | | | | | | | | |
|
Total
|
| | | | | | | | | | | | | | | | | | |
|
LBRDA
|
| | | | 393,557 | | | | | | | | | | | | | | |
|
LBRDB
|
| | | | — | | | | | | | | | | | | | | |
|
LBRDK
|
| | | | 2,355,751 | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | 6,733,474 | | |
|
This ‘DEF 14A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
3/6/26 | ||||
5/23/20 | ||||
3/24/20 | ||||
2/21/20 | ||||
12/31/19 | ||||
12/24/19 | ||||
12/17/19 | ||||
For Period End: | 5/23/19 | |||
5/22/19 | ||||
4/22/19 | ||||
Filed as of / Effective on: | 4/18/19 | |||
Filed on: | 4/17/19 | |||
4/1/19 | ||||
3/12/19 | ||||
2/28/19 | ||||
2/14/19 | SC 13G, SC 13G/A | |||
2/13/19 | SC 13G | |||
2/12/19 | SC 13G/A | |||
2/8/19 | 10-K, SC 13G | |||
2/6/19 | SC 13G/A | |||
12/31/18 | 10-K | |||
12/6/18 | 4 | |||
11/2/17 | ||||
3/11/15 | ||||
12/17/14 | 4 | |||
11/4/14 | 3, 4, 8-K, CERTNAS, CERTNYS, POS EX | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 Liberty Broadband Corp. 10-K 12/31/23 103:14M Toppan Merrill Bridge/FA 12/18/23 Liberty Broadband Corp. S-8 12/18/23 5:128K 2/17/23 Liberty Broadband Corp. 10-K 12/31/22 106:16M Toppan Merrill Bridge/FA 2/25/22 Liberty Broadband Corp. 10-K 12/31/21 103:14M Toppan Merrill Bridge/FA 2/26/21 Liberty Broadband Corp. 10-K 12/31/20 108:14M Toppan Merrill Bridge/FA 12/22/20 Liberty Broadband Corp. S-8 12/22/20 7:256K Toppan Merrill/FA |