Submission of Matters to a Vote of Security Holders.
On June 16, 2021, Liberty Global plc (Liberty Global) held its annual general meeting of shareholders (the AGM). We had over 90% of our outstanding shares entitled to vote present at the meeting (either in person or by proxy). At the meeting, eleven matters were considered and acted upon.
1.To elect Michael T. Fries as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.
2.To elect Paul A. Gould as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.
3.To elect John C. Malone as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.
4.To elect Larry E. Romrell as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.
5.Approve, on an advisory basis, the annual report on the implementation of the directors' compensation policy for the year ended December 31, 2020, contained in Appendix A of the proxy statement (in accordance with requirements applicable to United Kingdom (U.K.) companies).
6.Ratify the appointment of KPMG LLP (U.S.) as Liberty Global's independent auditor for the year ending December 31, 2021.
7.Appoint KPMG LLP (U.K.) as Liberty Global's U.K. statutory auditor under the U.K. Companies Act 2006 (the Companies Act) (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).
8.Authorize the audit committee of Liberty Global's board of directors to determine the U.K. statutory auditor's compensation.
9.Authorize Liberty Global's board of directors in accordance with Section 570 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authority conferred under Section 551 of the Companies Act by resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, without the rights of pre-emption provided by Section 561 of the Companies Act.
10.Authorize Liberty Global and its subsidiaries to make political donations to political parties, independent election candidates and/or political organizations other than political parties and/or incur political expenditures of up to $1,000,000 under the Companies Act.
11.Approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global's directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2021 AGM.
Each of the resolutions 1-11 was adopted. The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such resolution, are set forth below.
Resolutions 1, 2, 3 and 4 - Election of Directors:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
Michael T. Fries
|
242,016,036
|
28,308,480
|
822,899
|
9,874,181
|
Paul A. Gould
|
215,448,061
|
54,875,997
|
823,357
|
9,874,181
|
John C. Malone
|
212,537,582
|
57,858,667
|
751,166
|
9,874,181
|
Larry E. Romrell
|
206,644,773
|
63,679,041
|
823,601
|
9,874,181
|
Resolution 5 - Approval of the Annual Report on the Implementation of the Directors' Compensation Policy:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
167,001,049
|
101,330,679
|
2,815,687
|
9,874,181
|
Resolution 6 - Ratification of KPMG LLP (U.S.) as Liberty Global's Independent Auditor:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
279,758,972
|
469,837
|
792,787
|
-
|
Resolution 7 - Appointment of KPMG LLP (U.K.) as Liberty Global's U.K. Statutory Auditor:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
279,767,221
|
454,855
|
799,520
|
-
|
Resolution 8 - Authorization of the Audit Committee to determine the U.K. statutory auditor's compensation:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
270,100,757
|
325,000
|
721,658
|
9,874,181
|
Resolution 9 - Authorization to allot equity securities for cash pursuant to the authority conferred by Resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, without rights of pre-emption:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
274,650,796
|
5,472,295
|
898,505
|
-
|
Resolution 10 - Authorization to allow Liberty Global and its subsidiaries to make political donations and/or incur political expenditures of up to $1,000,000:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
255,442,134
|
14,962,412
|
742,869
|
9,874,181
|
Resolution 11 - Approval of the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in its capital:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTE
|
276,601,664
|
3,489,906
|
930,026
|
-
|
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Exhibit Name
|
|
101.SCH
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Inline XBRL Taxonomy Extension Schema Document
|
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|