UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

 

Date of Report (date of earliest event reported): June 2, 2015

 

 

 

LIBERTY BROADBAND CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

001-36713

 

 

47-1211994

 

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

 

 

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

 

 

Registrant's telephone number, including area code: (720) 875-5700

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

Item 5.07.  Submission of Matters to a Vote of Security Holders

 

At Liberty Broadband Corporation’s (the “Company”) annual meeting of stockholders held on June 2, 2015 (the “Annual Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect J. David Wargo to continue serving as a Class I member of the Company’s board of directors until the 2018 annual meeting of stockholders or his earlier resignation or removal; (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2015 (the “auditors ratification proposal”); (3) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the definitive proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “say-on-pay proposal”); (4) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “say-on-frequency proposal”); and (5) a proposal to adopt the Liberty Broadband Corporation 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015) (the “incentive plan proposal”). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.

 

1. Election of the following Nominee to the Company’s Board of Directors

 

Director Nominee

Votes For

Votes Withheld

Broker Non-Votes

J. David Wargo

41,866,054

2,159,589

3,612,624

Accordingly, the foregoing nominee was re-elected to the Company’s board of directors.

 

2. The Auditors Ratification Proposal

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

47,568,829

31,192

38,246

 

Accordingly, the auditors ratification proposal was approved.

 

3. The Say-on-Pay Proposal

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

32,087,258

11,883,570

54,815

3,612,624

 

Accordingly, the say-on-pay proposal was approved.

 

4. The Say-on-Frequency Proposal

 

Votes for 3 Years

Votes for 2 Years

Votes for 1 Year

Abstentions

Broker Non-Votes

38,882,777

38,579

5,078,995

25,292

3,612,624

 

Accordingly, the frequency at which future say-on-pay votes will be held is every three years.

 

 

5. The Incentive Plan Proposal

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

34,978,626

9,007,641

39,376

3,612,624

 

Accordingly, the incentive plan proposal was approved.

 

 

   

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 5, 2015

 

   LIBERTY BROADBAND CORPORATION

 

 

 

By: 

/s/ Wade Haufschild

 

Name: Wade Haufschild

 

Title:  Vice President