Liberty Global plc (NASDAQ:LBTYA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2018, Liberty Global plc (Liberty Global) held its annual general meeting of shareholders. We had nearly 90% of our outstanding shares entitled to vote present at the meeting (either in person or by proxy). At the meeting, ten matters were considered and acted upon. Each resolution was resoundingly approved by our shareholders.
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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 2021. |
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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 2021. |
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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 2021. |
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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 2021. |
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5. |
To approve, on an advisory basis, the annual report on the implementation of the directors' compensation policy for the year ended December 31, 2017, contained in Appendix A of the proxy statement for the 2018 annual general meeting of shareholders (in accordance with requirements applicable to U.K. companies). |
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6. |
To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2018. |
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7. |
To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global). |
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8. |
To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation. |
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9. |
To approve the form agreements and counterparties 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 to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2018 annual general meeting of shareholders. |
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10. |
To approve the form of agreement and counterparty to which Liberty Global may conduct the purchase of its deferred 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 a purchase of deferred shares in the capital of Liberty Global to the form of agreement. |
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 Proposals received 90%, 85%, 84% and 78% approval, respectively:
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FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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|
Michael T. Fries |
254,979,873 |
26,548,928 |
1,437,487 |
11,225,093 |
|
Paul A. Gould |
240,292,266 |
41,488,983 |
1,185,039 |
11,225,093 |
|
John C. Malone |
237,272,920 |
39,547,712 |
6,145,656 |
11,225,093 |
|
Larry E. Romrell |
219,922,237 |
61,858,567 |
1,185,484 |
11,225,093 |
Resolution 5 – Approval of the Annual Report on the Implementation of the Directors’ Compensation Policy received 76% approval:
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FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|
213,897,776 |
66,178,444 |
2,890,068 |
11,225,093 |
Resolution 6 – Ratification of KPMG LLP (U.S.) as Liberty Global’s Independent Auditor received 99% approval:
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FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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291,914,915 |
733,732 |
1,542,734 |
Resolution 7 – Appointment of KPMG LLP (U.K.) as Liberty Global’s U.K. Statutory Auditor received 99% approval:
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FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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291,916,356 |
747,202 |
1,527,823 |
Resolution 8 – Authorization of the Audit Committee to determine the U.K. statutory auditor’s compensation received 99% approval:
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FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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281,576,024 |
343,354 |
1,046,910 |
11,225,093 |
Resolution 9 – Authorization of the purchase of ordinary shares in the capital of Liberty Global received 99% approval:
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FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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280,499,998 |
1,304,960 |
1,161,330 |
11,225,093 |
Resolution 10 – Authorization of the purchase of deferred shares in the capital of Liberty Global received 99% approval:
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FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
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281,588,389 |
214,525 |
1,163,374 |
11,225,093 |
