LIBERTY BROADBAND CORPORATION

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700

April ~~12, 2016~~

17, 2019

Dear Stockholder:

You are cordially invited to attend the ~~2016~~2019 annual meeting of stockholders of Liberty Broadband Corporation (Liberty Broadband) to be held at 8:1500 a.m., local time, on May ~~25, 2016,~~23, 2019, at the corporate offices of ~~Starz, 8900~~ Liberty ~~Circle,~~Broadband, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) ~~852-7700.~~

875-5700.

At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or ~~if you received a paper proxy card,~~ by completing, signing and returning by mail the enclosed proxy card. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.

Thank you for your cooperation and continued support and interest in Liberty Broadband.


		Very truly yours,

		~~Gregory B. Maffei~~ ~~President and Chief Executive Officer~~

Gregory B. Maffei
President and Chief Executive Officer

The ~~Notice of Internet Availability of Proxy Materials is~~proxy materials relating to the annual meeting are first being mailed on or about April ~~14, 2016, and the proxy materials relating to the annual meeting will first be made available on or about the same date.~~

22, 2019.

~~Table of Contents~~TABLE OF CONTENTS

LIBERTY BROADBAND CORPORATION

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be Held on May ~~25, 2016~~

23, 2019

NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of Liberty Broadband Corporation (Liberty Broadband) to be held at 8:1500 a.m., local time, on May ~~25, 2016,~~23, 2019, at the corporate offices of ~~Starz, 8900~~ Liberty ~~Circle,~~Broadband, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) ~~852-7700,~~875-5700, to consider and vote on the following proposals:

1.

A proposal (which we refer to as thedirector election proposal) to elect Richard R. Green and Gregory B. Maffei ~~and Richard R. Green~~ to continue serving as Class II members of our board until the ~~2019~~2022 annual meeting of stockholders or their earlier resignation or removal; ~~and~~

A proposal (which we refer to as theauditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, ~~2016.~~2019; and

A proposal (which we refer to as the incentive plan proposal) to adopt the Liberty Broadband Corporation 2019 Omnibus Incentive Plan.

You may also be asked to consider and vote on such other business as may properly come before the annual meeting.

Holders of record of our Series A common stock, par value $0.01 per share, and Series B common stock, par value $0.01 per share, in each case, outstanding as of 5:00 p.m., New York City time, on April ~~5, 2016,~~1, 2019, therecord date for the annual meeting, will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A list of stockholders entitled to vote at the annual meeting will be available at our offices at 12300 Liberty Boulevard, Englewood, Colorado 80112 for review by our stockholders for any purpose germane to the annual meeting for at least ten days prior to the annual meeting. The holders of record of our Series C common stock, par value $0.01 per share, are not entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting.

We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.

Our board of directors has unanimously approved each proposal 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.

Votes may be cast in person at the annual meeting or by proxy prior to the meeting by telephone, via the Internet, or by mail.

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.

TABLE OF CONTENTS

YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting.


		By order of the board of directors,

		~~Pamela L. Coe~~ ~~Senior Vice President, Deputy General Counsel and Secretary~~

Pamela L. Coe
Senior Vice President and Secretary

Englewood, Colorado
April ~~12, 2016~~

17, 2019

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, ~~IF YOU RECEIVED A PAPER PROXY CARD,~~ PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

~~Table of Contents~~

TABLE OF CONTENTS

TABLE OF CONTENTS

	PROXY STATEMENT SUMMARY
	THE ANNUAL MEETING		1
~~Notice and Access of Proxy Materials~~	Electronic Delivery		1
~~Electronic Delivery~~		1
Time, Place and Date		21
~~Purpose~~	Purpose	2	1
~~Quorum~~	Quorum		2
	Who May Vote		2
	Votes Required		2
	Votes You Have		2
	Recommendation of Our Board of Directors		32
	Shares Outstanding		32
	Number of Holders		32
	Voting Procedures for Record Holders		32
	Voting Procedures for Shares Held in Street Name		3
	Revoking a Proxy		43
	Solicitation of Proxies		43
	Other Matters to Be Voted on at the Annual Meeting		4
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		5
	Security Ownership of Certain Beneficial Owners		5
	Security Ownership of Management		67
	Changes in Control		8
	PROPOSALS OF OUR BOARD		9
	PROPOSAL 1—THE DIRECTOR ELECTION PROPOSAL		9
	Board of Directors		9
	Vote and Recommendation		12
	PROPOSAL 2—THE AUDITORS RATIFICATION PROPOSAL		13
	Audit Fees and All Other Fees		13
	Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor		13
	Vote and Recommendation		14
	PROPOSAL 3—THE INCENTIVE PLAN PROPOSAL		15
	Key Features of the 2019 Incentive Plan		15
	Liberty Broadband Corporation 2019 Omnibus Incentive Plan		15

U.S. Federal Income Tax Consequences of Awards Granted under the 2019 Incentive Plan	19
New Plan Benefits	20
Vote and Recommendation	20
MANAGEMENT AND GOVERNANCE MATTERS	15	21
Executive Officers	1521
Section 16(a) Beneficial Ownership Reporting Compliance	1621
Code of Ethics	1622
Director Independence	1622
Board Composition	1622
Board Leadership Structure	1622
Board Role in Risk Oversight	1722
Committees of the Board of Directors	1723
Board Meetings	2127
Director Attendance at Annual Meetings	2127
Stockholder Communication with Directors	2227
Executive Sessions	2227
EXECUTIVE COMPENSATION	2328
Compensation Discussion and Analysis	2328
Summary Compensation Table	2531
Executive Compensation Arrangements	2631
Grants of Plan-Based Awards	2733
Outstanding Equity Awards at Fiscal Year-End	2833
Option Exercises and Stock Vested	2933

~~Table of Contents~~


	Potential Payments Upon Termination or Change-in-Control			3034
	DIRECTOR COMPENSATION			3336
	Nonemployee Directors			3336
	Director Compensation Table			3437
	EQUITY COMPENSATION PLAN INFORMATION			3538
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			3639
	STOCKHOLDER PROPOSALS			3639
	ADDITIONAL INFORMATION			39
	36ANNEX A: Liberty Broadband Corporation 2019 Omnibus Incentive Plan			A-1

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

2019 ANNUAL MEETING OF STOCKHOLDERS

WHEN 8:00 a.m., local time, on May 23, 2019 WHERE The Corporate Offices of Liberty Broadband 12300 Liberty Boulevard Englewood, Colorado 80112 RECORD DATE 5:00 p.m., New York City time, on April 1, 2019	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
PROXY VOTING Stockholders of record on the record date are entitled to vote by proxy in the following ways:
By calling 1-800-690-6903 (toll free) in the United States or Canada	Online at www.proxyvote.com	By returning a properly completed, signed and dated proxy card

ANNUAL MEETING AGENDA AND VOTING RECOMMENDATIONS

Proposal	Voting Recommendation	Page Reference (for more detail)
Director election proposal	✓ FOR THE NOMINEES	9
Auditors ratification proposal	✓ FOR	13
Incentive plan proposal	✓ FOR	15

| Liberty Broadband Corporation 2019 Proxy Statement

TABLE OF CONTENTS

~~Table of Contents~~

LIBERTY BROADBAND CORPORATION

a Delaware corporation

12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700

PROXY STATEMENT
~~FOR ANNUAL MEETING OF STOCKHOLDERS~~

For Annual Meeting of Stockholders

We are furnishing this proxy statement in connection with the board of ~~directors'~~directors’ solicitation of proxies for use at our ~~2016~~2019 Annual Meeting of Stockholders to be held at 8:1500 a.m., local time, at the corporate offices of ~~Starz, 8900~~ Liberty ~~Circle,~~Broadband, 12300 Liberty Boulevard, Englewood, Colorado 80112, on May ~~25, 2016,~~23, 2019 or at any adjournment or postponement of the annual meeting. At the annual meeting, we will ask you to consider and vote on the proposals described in the accompanying Notice of Annual Meeting of Stockholders. The proposals are described in more detail in this proxy statement. We are soliciting proxies from holders of our Series A common stock, par value $0.01 per share (LBRDA), and Series B common stock, par value $0.01 per share (LBRDB). The holders of our Series C common stock, par value $0.01 per share (LBRDK), are not entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting. We refer to LBRDA, LBRDB and LBRDK together as ourcommon stock.

THE ANNUAL MEETING

~~Notice and Access of Proxy Materials~~

~~We have elected, in accordance with the Securities and Exchange Commission's "Notice and Access" rule, to deliver a Notice of Internet Availability of Proxy Materials (theNotice) to our stockholders and to post our proxy statement and our annual report to our stockholders (collectively, theproxy materials) electronically. The Notice is first being mailed to our stockholders on or about April 14, 2016. The proxy materials will first be made available to our stockholders on or about the same date.~~

The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Internet or by telephone. The Notice also instructs you how to request and receive a paper copy of the proxy materials, including a proxy card or voting instruction form, at no charge. We will not mail a paper copy of the proxy materials to you unless specifically requested to do so.

Electronic Delivery

Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go towww.proxyvote.com~~www.computershare.com/investor~~. Stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery when voting by Internet atwww.proxyvote.com~~www.proxyvote.com~~, by following the prompts. Also, stockholders who hold shares through a bank, brokerage firm or other nominee may sign up for electronic delivery by contacting their nominee. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. If you are a registered stockholder, you may suspend electronic delivery of the notices and proxy materials at any time by contacting our transfer agent, ~~Computershare,~~Broadridge, at ~~866-367-6355~~(888) 789-8745 (outside the United States ~~1-781-575-3400)~~(303) 562-9277). Stockholders who hold shares through a bank, brokerage firm or other nominee should contact their nominee to suspend electronic delivery.

~~Table of Contents~~

Time, Place and Date

The annual meeting of stockholders is to be held at 8:1500 a.m., local time, on May ~~25, 2016,~~23, 2019, at the corporate offices of ~~Starz, 8900~~ Liberty ~~Circle,~~Broadband, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) ~~852-7700.~~

875-5700.

Purpose

At the annual meeting, you will be asked to consider and vote on each of the following:

•

the director election proposal, to elect Richard R. Green and Gregory B. Maffei ~~and Richard R. Green~~ to continue serving as Class II members of our board until the ~~2019~~2022 annual meeting of stockholders or their earlier resignation or removal; ~~and~~

•

the auditors ratification proposal, to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, ~~2016.~~

2019; and

•

the incentive plan proposal, to adopt the Liberty Broadband Corporation 2019 Omnibus Incentive Plan.

You may also be asked to consider and vote on such other business as may properly come before the annual meeting, although we are not aware at this time of any other business that might come before the annual meeting.

Liberty Broadband Corporation 2019 Proxy Statement | 1

TABLE OF CONTENTS 

Quorum

In order to conduct the business of the annual meeting, a quorum must be present. This means that the holders of at least a majority of the aggregate voting power represented by the shares of our common stock outstanding on the record date (as defined below) and entitled to vote at the annual meeting must be represented at the annual meeting either in person or by proxy. For purposes of determining a quorum, your shares will be included as represented at the meeting even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on a particular proposal or proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares (broker non-votes) will nevertheless be treated as present for purposes of determining the presence of a quorum. See "—“—Voting Procedures for Shares Held in Street Name—Effect of Broker ~~Non-Votes"~~Non-Votes” below.

Who May Vote

Holders of shares of LBRDA and LBRDB, as recorded in our stock register as of 5:00 p.m., New York City time, on April ~~5, 2016~~1, 2019 (such date and time, therecord date for the annual meeting), will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof.

Votes Required

Each director nominee who receives a plurality of the ~~affirmative votes~~combined voting power of the outstanding shares of our common stock ~~that are entitled to vote~~present in person or represented by proxy at the annual meeting and ~~are voted in person or by proxy,~~entitled to vote on the election of directors at the annual meeting, voting together as a single class, will be elected to office.

Approval of each of the auditors ratification proposal and the incentive plan proposal requires the affirmative vote of ~~the holders of~~ a majority of the ~~aggregate~~combined voting power of the outstanding shares of our common stock that are present in person or by proxy, and entitled to vote at the annual meeting, voting together as a single class.

Votes You Have

At the annual meeting, holders of shares of LBRDA will have one vote per share and holders of shares of LBRDB will have ten votes per share, in each case, that our records show are owned as of the record date.

Recommendation of Our
Board of Directors

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.

~~Table of Contents~~

~~Recommendation of Our Board of Directors~~

~~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" the auditors ratification proposal.~~

Shares Outstanding

As of the record date, an aggregate of ~~26,190,168~~approximately 26,339,000 shares of LBRDA and ~~2,467,509~~2,455,000 shares of LBRDB were issued and outstanding and entitled to vote at the annual meeting.

Number of Holders

There were, as of the record date, ~~929~~778 and 7051 record holders of LBRDA and LBRDB, respectively (which amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder).

Voting Procedures for Record Holders

Holders of record of LBRDA and LBRDB as of the record date may vote in person at the annual meeting, by telephone or through the Internet. Alternatively, ~~if they received a paper proxy card,~~ they may give a proxy by completing, signing, dating and returning the proxy card by mail. Instructions for voting by using the telephone or the Internet are printed on the ~~Notice or the~~ proxy card. In order to vote through the Internet, holders should have their ~~Notices or~~ proxy cards available so they can input the required information from ~~the Notice or~~ the proxy card, and log onto the Internet website address shown on the ~~Notice or~~ proxy card. When holders

2 | Liberty Broadband Corporation 2019 Proxy Statement

Name and Address of Beneficial Owner

Title of
Series

Amount and
Nature of
Beneficial
Ownership

Percent
of Series
(%)

Voting
Power
(%)

John C. Malone

LBRDA

300,620

(1)

1.2

47.1

c/o Liberty Broadband Corporation

LBRDB

2,363,834

(1)

95.8

12300 Liberty Boulevard

LBRDK

5,828,856

(1)

7.8

Englewood, CO 80112

Clearbridge Investments, LLC

LBRDA

2,217,840

(2)

8.5

4.4

620 Eighth Avenue

LBRDB

—

New York, NY 10018

LBRDK

3,615,662

(3)

4.8

BlackRock, Inc.

LBRDA

1,909,699

(4)

7.3

3.8

55 East 52nd Street

LBRDB

—

New York, NY 10022

LBRDK

4,397,954

(4)

5.9

The Vanguard Group

LBRDA

1,655,459

(5)

6.3

3.3

100 Vanguard Boulevard

LBRDB

—

Malvern, PA 19355

LBRDK

4,478,798

(5)

6.0

D. E. Shaw Kalon Portfolios, L.L.C.

LBRDA

1,507,962

(6)

5.8

3.0

1166 Avenue of the Americas, 9th Floor

LBRDB

—

New York, NY 10036

LBRDK

2,973,512

(7)

4.0

Name

Title of
Series

Amount and
Nature of
Beneficial
Ownership

Percent of
Series
(%)

Voting
Power
(%)

(In thousands)

John C. Malone

LBRDA

301

(1)(2)(3)(4)

1.2

47.1

Chairman of the Board

LBRDB

2,364

(1)(2)(5)

95.8

LBRDK

5,829

(1)(3)(4)(5)

7.8

Gregory B. Maffei

LBRDA

759

(6)(7)

2.9

1.5

President, Chief Executive

LBRDB

—

Officer and Director

LBRDK

1,834

(6)(7)

2.4

Richard R. Green

LBRDA

(8)

Director

LBRDB

—

LBRDK

(8)

J. David Wargo

LBRDA

(9)(10)

Director

LBRDB

—

LBRDK

279

(9)(10)

John E. Welsh III

LBRDA

Director

LBRDB

—

LBRDK

Richard N. Baer

LBRDA

(12)

Chief Legal Officer

LBRDB

—

LBRDK

(12)

Albert E. Rosenthaler

LBRDA

(6)

Chief Tax Officer

LBRDB

—

LBRDK

(6)

Christopher W. Shean

LBRDA

(6)

Chief Financial Officer

LBRDB

—

LBRDK

(6)

All directors and executive officers as a group (8 persons)

LBRDA

1,243

(1)(2)(3)(4)(6)(7)(8)(9)(10)(11)

4.7

48.9

LBRDB

2,364

(1)(2)(5)

95.8

LBRDK

8,086

(1)(3)(4)(5)(6)(7)(8)(9)(10)(11)

10.8

LBRDA

LBRDK

Gregory B. Maffei

290,395

586,838

Albert E. Rosenthaler

26,772

16,750

Christopher W. Shean

25,201

50,928

Total

342,368

654,516

LBRDA

LBRDK

Richard N. Baer

2,422

4,843

Total

2,422

4,843

2015

2014

Audit fees

804,469

482,902

Audit related fees(1)

—

Audit and audit related fees

804,469

482,902

Tax fees(2)

10,285

—

Total fees

814,754

482,902

Name

Positions

~~Name~~

~~Positions~~

Richard N. Baer

Age: 5962

Mr. Baer has served as Chief Legal Officer of our company, Liberty Media, ~~Liberty Interactive~~Qurate Retail and Liberty TripAdvisor since January ~~2016.~~2016, Liberty Expedia since March 2016 and GCI Liberty since March 2018. He ~~had also~~previously served as a Senior Vice President and General Counsel of our company from June 2014 to December 2015, ~~Liberty Interactive~~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: 5659

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, ~~Liberty Interactive,~~Qurate Retail, Liberty Media and Liberty TripAdvisor ~~since~~from January 2016 to September 2016 and Liberty Expedia from March 2016 to September 2016. ~~He has also~~Prior to that, he served as a Senior Vice President of our company from June 2014 to December 2015, ~~a Senior Vice President of~~ Liberty Media (including its predecessor) from May 2007 to December 2015, ~~Liberty Interactive~~Qurate Retail (including its predecessor) from April 2002 to December 2015, and Liberty TripAdvisor from July 2013 to December 2015.

Mark D. Carleton
~~Christopher W. Shean~~
Age: 5058

Mr. ~~Shean~~Carleton has served as Chief Financial Officer of our company, Qurate Retail and Liberty Media since ~~June 2014~~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 ~~Interactive since November 2011. He also~~TripAdvisor from January 2016 to September 2016. Prior to that time, he served as a Senior Vice President of our company from ~~June~~October 2014 to December ~~2015. He previously served~~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 ~~(including its predecessor)~~ from ~~May 2007~~December 2003 to ~~December 2015 and the Controller from May 2007~~January 2013. Prior to ~~October 2011. Previously,~~that time, Mr. ~~Shean~~Carleton served as a ~~Senior Vice President~~partner at KPMG LLP, where he had overall responsibility for the communications sector and served on KPMG’s board of Liberty Interactive from January 2002 through December 2015, the Controller from October 2000 to October 2011 and a Vice President from October 2000 to January 2002. Mr. Shean had also served as a Senior Vice President and Chief Financial Officer of Liberty TripAdvisor from July 2013 to December 2015.

directors.

Name and Principal Position (as of 12/31/15)

Year

Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)(1)

Non-Equity
Incentive Plan
Compensation
($)

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

Total
($)

Gregory B. Maffei

2015

—

2,310,814

—

2,310,814

President and Chief

2014

—

25,193,700

—

25,193,700

Executive Officer

Richard N. Baer

2015

—

140,563

—

140,563

Senior Vice President

2014

—

and General Counsel

Albert E. Rosenthaler

2015

—

147,041

—

147,041

Senior Vice President

2014

—

Christopher W. Shean

2015

—

133,316

—

133,316

Senior Vice President

2014

—

and Chief Financial

Officer

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Grants of Plan-Based Awards

~~The following table contains information regarding~~

No plan-based incentive awards were granted during the year ended December 31, ~~2015~~2018 to the named executive officers.

All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)

Estimated Future Payouts under
Non-equity Incentive Plan
Awards

Grant Date Fair
Value of Stock
and Option
Awards ($)
Name
Grant
Date Threshold
($) Target
($) Maximum
($)
Gregory B. Maffei

LBRDK
01/14/2015 — — — 48,152 2,310,814 (1)
Richard N. Baer

LBRDK
01/14/2015 — — — 2,929 140,563 (1)
Albert E. Rosenthaler

LBRDK
01/14/2015 — — — 3,064 147,041 (1)
Christopher W. Shean

LBRDK
01/14/2015 — — — 2,778 133,316 (1)

~~(1)~~: ~~Represents the 2015 Restricted Stock Awards granted to holders of options or stock appreciation rights, including our named executive officers, shortly after the completion of the rights offering.~~

~~Table of Contents~~

Outstanding Equity Awards at Fiscal Year-End

The following table contains information regarding unexercised options ~~and unvested shares of our common stock which~~that were outstanding as of December 31, ~~2015~~2018 and held by the named executive officers.

Our named executive officers did not have any unvested stock awards as of December 31, 2018.

	Option awards
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

Option awards Stock awards
Name
Number of
securities
underlying
unexercised
options (#)
Exercisable Number of
securities
underlying
unexercised
options (#)
Unexercisable Option
exercise
price ($) Option
expiration
date Number of
shares or units
of stock that
have not
vested (#) Market value of
shares or units
of stock that
have not
vested ($)
Gregory B. Maffei

Option Awards

LBRDA
290,395 — 33.12 12/17/2019 — —
LBRDK
586,838 — 33.11 12/17/2019 — —
LBRDK
— 1,500,000 (1) 48.10 12/17/2024 — —
Richard N. Baer

Option Awards

LBRDA
13,286 13,288 (2) 32.81 11/08/2022 — —
LBRDK
26,851 26,851 (2) 32.80 11/08/2022 — —
Stock Awards

LBRDA
— — — — 2,422 (3) 125,096
LBRDK
— — — — 4,843 (3) 251,158
Albert E. Rosenthaler

Option Awards

LBRDA
562 — 33.12 12/17/2016 — —
LBRDA
1,345 — 33.12 12/17/2016 — —
LBRDA
24,865 — 33.12 03/19/2020 — —
LBRDK
16,750 — 33.11 03/19/2020 — —
Christopher W. Shean

Option Awards

LBRDA
336 — 33.12 12/17/2016 — —
LBRDA
24,865 — 33.12 03/19/2020 — —
LBRDK
679 — 33.11 12/17/2016 — —
LBRDK
50,249 — 33.11 03/19/2020 — —

(1)

~~(1)~~: Vests ~~50%~~ on December 17, ~~2018 and 50% on December 17,~~ 2019.
~~(2)~~: ~~Vests fully on December 31, 2016.~~
~~(3)~~: ~~Vests fully on December 15, 2016.~~

~~Table of Contents~~

Option Exercises and Stock Vested

~~The following table sets forth information concerning the~~

Our named executive officers did not exercise any options to purchase shares of ~~vested options and the vesting~~our common stock during 2018. In addition, none of ~~restricted stock held by~~ our named executive officers ~~in each case, during the year ended December 31, 2015.~~

Option Awards Stock Awards
Name
Number of
shares
acquired on
exercise (#)(1) Value
realized on
exercise ($) Number of
shares
acquired on
vesting (#)(1) Value
realized on
vesting ($)
Gregory B. Maffei

LBRDA
109,229 1,779,340 — —
LBRDK
220,734 3,635,489 48,152 2,600,208
Richard N. Baer

LBRDA
— — 2,421 120,493
LBRDK
— — 7,772 399,929
Albert E. Rosenthaler

LBRDA
1,032 20,609 4,772 — (2)
LBRDK
39,440 954,066 12,609 165,456 (2)
Christopher W. Shean

LBRDA
— — 4,772 — (2)
LBRDK
— — 12,323 150,012 (2)

~~(1)~~: ~~Includes shares withheld in payment of withholding taxes at election of holder.~~
~~(2)~~: ~~On December 4, 2012 (theGrant Date), to effect Old LMC's 2012 option modification program, Old LMC's compensation committee approved the acceleration of each unvested in-the-money option to acquire shares of its Series A common~~held stock ~~par value $0.01 per share (LMCA) held by certain of its and its subsidiaries' officers (collectively, theEligible Optionholders~~), including Messrs. Rosenthaler and Shean, who are named executive officers of our company and were named executive officers of Old LMC on the Grant Date. Following this acceleration, also on the Grant Date, each Eligible Optionholder exercised, on a net settled basis, substantially all of his or her outstanding in-the-money vested and unvested options to acquire LMCA shares (the~~Eligible Options) and with respect to each unvested Eligible Option, each Eligible Optionholder acquired LMCA shares which have a vesting schedule identical to that of the unvested Eligible Option (theNew Shares). In connection with the Broadband Spin-Off, new equity incentive~~ awards ~~with respect~~relating to our common stock ~~were issued in connection with adjustments made to outstanding equity incentive awards with respect to shares of Liberty Media's common stock, including the New Shares.~~

~~The Value column below represents the value related to awards with respect to LBRDA and LBRDK held by Messrs. Rosenthaler and Shean~~ that ~~were subject to continued vesting requirements as of the Grant Date, but which~~ vested during ~~the twelve months ended December 31, 2015. Such value was realized by Messrs. Rosenthaler and Shean in 2012 and~~

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~~therefore included in Liberty Media's proxy statement relating to its 2013 annual meeting of stockholders under "Executive Compensation—Option Exercises and Stock Vested."~~

2018.

Name
Number of
shares
acquired upon
lapse of
restriction (#) Value ($)
Albert E. Rosenthaler

LBRDA
4,772 150,032
LBRDK
9,545 297,689
Christopher W. Shean

LBRDA
4,772 150,032
LBRDK
9,545 297,689

Liberty Broadband Corporation 2019 Proxy Statement | 33

TABLE OF CONTENTS

Potential Payments Upon Termination or Change-in-Control

The following table sets forth the potential payments to our named executive officers if their employment with our company had terminated or a change in control had occurred, in each case, as of December 31, ~~2015.~~2018, which was the last business day of our last completed fiscal year. In the event of such a termination or change in control, the actual amounts may be different due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.

The amounts provided in the tables are based on the closing market prices on December 31, ~~2015, the last trading day of such year,~~2018 for our Series A common stock ~~which was $51.65,~~ and ~~our~~ Series C common stock, which ~~was $51.86.~~were $71.81 and $72.03, respectively. The value of the options ~~and SARs~~ shown in the table is based on the spread between the exercise ~~or base~~ price of the award and the applicable closing market price. ~~The value of the restricted stock shown in the table is based on the applicable closing market price and the number of shares unvested.~~

The circumstances giving rise to these potential payments and a brief summary of the provisions governing their payout are described below and in the footnotes to the table (other than those described under "—“—Executive Compensation Arrangements,"” which are incorporated by reference herein):

Voluntary ~~Termination.~~Termination

Each of the named executive officers holds equity awards that were issued under the transitional plan and Mr. Maffei holds the 2014 Options which were issued under the 2014 incentive plan. Under these plans and the related award agreements, in the event of a voluntary termination of his employment with our company for any reason, each named executive officer would only have a right to the equity grants that vested prior to his termination date, except that under their award agreements, Mr. Maffei has certain acceleration rights with respect to his 2014 Options and Mr. Baer has certain acceleration rights with respect to his equity awards upon a voluntary termination for good reason.date. Our named executive officers are not entitled to any severance payments or other benefits upon a voluntary termination of his employment for any reason.

The foregoing discussion assumes that the named executive officers voluntarily terminated his respective employment without good reason. See “—Termination Without Cause or for Good Reason” below for a discussion of potential payments and benefits upon a named executive officer’s voluntary termination of his employment for good reason.

Termination for ~~Cause.~~Cause

All outstanding equity grants constituting options, ~~or stock appreciation rights,~~ whether unvested or vested but not yet exercised, ~~and all equity grants constituting unvested restricted shares~~ under the existing incentive plans would be forfeited by any named executive officer (other than Mr. Maffei in the case of equity grants constituting vested options or similar rights) who is terminated for ~~"cause." The transitional plan which governs the awards (other than the 2014 Options) unless~~“cause.” Unless there is a different definition in the applicable award agreement, ~~defines "cause"~~both the transitional plan (which governs the awards other than the 2014 Options) and the 2014 incentive plan define “cause” as insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform his duties and responsibilities for any reason other than illness or incapacity;provided~~provided~~ that, if such termination is within 12 months after a change in control (as described below),

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~~"cause"~~ “cause” means a felony conviction for fraud, misappropriation or embezzlement. With respect to Mr. ~~Maffei's~~Maffei’s equity grants, including the 2014 Options, ~~"cause,"~~“cause,” as defined in the award agreement, ~~also includes~~means (i) Mr. ~~Maffei's~~Maffei’s willful failure to follow the lawful instructions of the board of directors of our company; (ii) the commission by Mr. Maffei of any fraud, misappropriation or misconduct that causes demonstrable material injury to our company or its subsidiaries; (iii) Mr. Maffei’s conviction of, or plea of guilty or nolo contendere to, a felony; or (iv) Mr. Maffei’s failure to comply in any material respect with any written agreement between him and our company or any of our subsidiaries if such failure causes demonstrable material injury to our company or any of our subsidiaries, except that ~~in the event of his termination following a change in control,~~ Mr. Maffei is entitled to certain procedural and cure rights relating to ~~such termination.~~a termination for cause, except in the case of a termination for cause based on a felony conviction. Mr. Maffei has certain continuing rights under ~~the~~his award ~~agreement~~agreements, including for his 2014 Options, to exercise vested options following a termination for ~~"cause."~~“cause.” See "—“—Executive Compensation Arrangements."

”

Termination Without Cause or for Good ~~Reason.~~Reason

Pursuant to the award agreement for the 2014 Options, Mr. ~~Maffei's~~Maffei’s 2014 Options are subject to acceleration upon a termination of his employment without cause or for good reason. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” above for additional entitlements.

Mr. ~~Baer's multi-year award, which~~Maffei is his only unvested award, provides for vesting upon a termination of employment without cause of those options or restricted shares, as applicable, that would have vested during the 365-day period following the termination date if such person had remained an employee. Messrs. Baer, Rosenthaler and Shean are not entitled to any severance pay or other benefits upon a termination without cause or for good reason.

Mr. Carleton did not have any unvested equity awards at December 31, 2018, and he is not entitled to any severance pay or other benefits upon a termination without cause.

34 ~~Death.~~ | Liberty Broadband Corporation 2019 Proxy Statement

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EXECUTIVE COMPENSATION

Death

In the event of death of any of the named executive officers, the incentive plans and applicable award agreements provide for vesting in full of any outstanding ~~options or SARs and the lapse of restrictions on any restricted share awards.~~options. See "—“—Executive Compensation ~~Arrangements"~~Arrangements” above.

~~Disability.~~ None of the named executive officers is entitled to any severance pay or other benefits upon a termination due to death.

Disability

If the employment of any of the named executive officers is terminated due to disability, which is defined in the incentive plans or applicable award agreements, such plans or agreements provide for vesting in full of any outstanding ~~options or SARs and the lapse of restrictions on any restricted share awards.~~options. See "—“—Executive Compensation ~~Arrangements"~~Arrangements” above.

None of the named executive officers is entitled to any severance pay or other benefits upon a termination due to disability.

Change in ~~Control.~~Control

In case of a change in control, the incentive plans provide for vesting in full of any outstanding options ~~or SARs and the lapse of restrictions on any restricted share awards~~ held by the named executive officers. A change in control is generally defined as:

•

•

The acquisition by a non-exempt person (as defined in the incentive plans) of beneficial ownership of at least 20% of the combined voting power of the then outstanding shares of our company ordinarily having the right to vote in the election of directors, other than pursuant to a transaction approved by our board of directors.

•

The individuals constituting our board of directors over any two consecutive years cease to constitute at least a majority of the board, subject to certain exceptions that permit the board to approve new members by approval of at least two-thirds of the remaining directors.

•

Any merger, consolidation or binding share exchange that causes the persons who were common stockholders of our company immediately prior thereto to lose their proportionate interest in the common stock or voting power of the successor or to have less than a majority of the combined voting power of the then outstanding shares ordinarily having the right to vote in the election of directors, the sale of substantially all of the assets of the company or the dissolution of the company.

In the case of a change in control described in the last bullet point, our compensation committee may determine not to accelerate the existing equity awards of the named executive officers if equivalent awards will be substituted for the existing awards, except that Mr. ~~Maffei's~~Maffei’s awards may also be subject to acceleration upon a change in control, including of the type described in the last bullet point, pursuant to the terms of the award agreement for his 2014 Options. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” above. For purposes of the tabular presentation below, we have assumed ~~no such determination was made.~~

~~Table~~that our named executive officers’ existing unvested equity awards would vest in full in the case of ~~Contents~~

a change in control described in the last bullet.

Benefits Payable Upon Termination or Change in Control

Name Voluntary
Termination
Without Good
Reason ($) Termination
for Cause ($) Termination
Without Cause
or for Good
Reason ($) Death ($) Disability ($) After a
Change
in Control ($)

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

(1)

Name
Voluntary
Termination
Without Good
Reason ($) Termination
for Cause ($) Termination
Without
Cause or
for Good
Reason ($) Death ($) Disability ($) After a
Change in
Control ($)
Gregory B. Maffei

Options/SARs
16,384,232 (1) 16,384,232 (1) 19,605,134 (2) 22,024,232 (3) 22,024,232 (3) 22,024,232 (3)

Total
16,384,232 16,384,232 19,605,134 22,024,232 22,024,232 22,024,232

Richard N. Baer

Options/SARs
762,088 (1) 762,088 (1) 1,524,214 (4) 1,524,214 (3) 1,524,214 (3) 1,524,214 (3)
Restricted Stock
— — 376,254 (4) 376,254 (3) 376,254 (3) 376,254 (3)

Total
762,088 762,088 1,900,469 1,900,469 1,900,469 1,900,469

Albert E. Rosenthaler

Options/SARs
810,148 (1) — 810,148 (4) 810,148 (3) 810,148 (3) 810,148 (3)

Total
810,148 — 810,148 810,148 810,148 810,148

Christopher W. Shean

Options/SARs
1,421,875 (1) — 1,421,875 (4) 1,421,875 (3) 1,421,875 (3) 1,421,875 (3)

Total
1,421,875 — 1,421,875 1,421,875 1,421,875 1,421,875

~~(1)~~: Based on the number of vested options held by each named executive officer ~~at year-end.~~as of December 31, 2018. For more information, see the ~~"Outstanding~~“Outstanding Equity Awards at Fiscal ~~Year-End"~~Year-End” table above.

(2)

~~(2)~~

Based on (i) the number of vested options held by Mr. Maffei at ~~year-end~~December 31, 2018 and (ii) the number of unvested options held by Mr. Maffei at ~~year-end~~December 31, 2018 that would vest pursuant to the forward-vesting provisions of his award agreements if he were terminated without cause or for good reason ~~at year-end.~~as of December 31, 2018. See "—“—Executive Compensation Arrangements—Gregory B. ~~Maffei"~~Maffei” above and the ~~"Outstanding~~“Outstanding Equity Awards at Fiscal ~~Year-End"~~Year-End” table above.

(3)

~~(3)~~

Based on (i) the number of vested options held by ~~each named executive officer~~Mr. Maffei and (ii) the number of unvested options held by Mr. Maffei, ~~and Mr. Baer and the number of shares of restricted stock held by Mr. Baer~~in each case at ~~year-end.~~December 31, 2018. For more information, see the ~~"Outstanding~~“Outstanding Equity Awards at Fiscal ~~Year-End"~~Year-End” table above.

~~(4)~~

Based on (i) the number of vested options held by Messrs. Baer, Rosenthaler and Shean at year-end and (ii) the number of unvested options and the number of shares of restricted stock, in each case, held by Mr. Baer at year-end that would vest pursuant to the forward-vesting provisions in his award agreements if he were terminated without cause or if he voluntarily terminated for good reason at year-end. See the "Outstanding Equity Awards at Fiscal Year-End" table and "Potential Payments Upon Termination or Change-in-Control—Termination Without Cause or for Good Reason" above.

Liberty Broadband Corporation 2019 Proxy Statement | 35

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TABLE OF CONTENTS

DIRECTOR COMPENSATION

Nonemployee Directors

Director ~~Fees.~~Fees

Each of our directors who is not an employee of, or service provider to, our company ~~was~~is paid an annual fee of ~~$100,000~~$156,000 (which we refer to as thedirector fee) for ~~2015,~~2019 ($153,000 for 2018), of which ~~$50,000~~fee each director was ~~payable in cash and the balance was payable in restricted shares or options~~permitted to purchase shares of LBRDK. See "—Director Restricted Share Grants" and "—Director Option Grant" below for information on the incentive awards granted in 2015 to the nonemployee directors. For service on our board of directors in 2016, each of our directors who is not an employee of, or service provider to, our company will be paid an annual fee of $103,000, and a director may elect to receive 50%, 75% or 100% of such director fee in ~~restricted shares~~RSUs or options to purchase LBRDK, which will vest one year from the date of grant, with the remainder payable in cash. ~~With~~The awards issued to our directors with respect to their service on our board in 2018 were issued in December 2017. See “—Director RSU Grants” and “—Director Option Grants” below for information on the equity awards granted in 2018 to the nonemployee directors with respect to service on our board in 2019. Fees for service on our audit committee, compensation committee and nominating and corporate governance committee are the same for 2018 and 2019, with each member thereof ~~receives~~receiving an additional annual fee of $15,000, $10,000 and $10,000, respectively, for his participation on each such committee, except that ~~any committee member who is also~~ the chairman of ~~that~~each such committee instead receives an additional annual fee of $25,000, $15,000 and $15,000, respectively, for his participation on that committee. The cash portion of the director fees and the fees for participation on committees are payable quarterly in arrears.

Equity Incentive ~~Plans.~~Plans

As discussed above, awards granted to our nonemployee directors under the 2014 incentive plan are currently administered by our full board of directors. Our board of directors has full power and authority to grant eligible persons the awards described below and to determine the terms and conditions under which any awards are made. The 2014 incentive plan is designed to provide additional remuneration to ~~eligible officers and employees of our company,~~ our nonemployee directors and independent contractors, ~~and employees of Liberty Media or Liberty Interactive for service to our company~~among others, and to encourage their investment in our capital stock, thereby increasing their proprietary interest in our business. Our board of directors may grant non-qualified stock options, SARs, restricted shares, ~~restricted stock units,~~RSUs, cash awards, performance awards or any combination of the foregoing under the 2014 incentive plan.

As described above, in connection with the Broadband Spin-Off, our ~~company's~~company’s board of directors adopted the transitional plan, which governs the terms and conditions of awards issued in the Broadband Spin-Off in connection with adjustments made to awards previously granted by Liberty Media with respect to its common stock.

~~In 2015, each of our nonemployee directors was given a choice of receiving his annual equity grant in the form of restricted shares or options.~~

Director ~~Restricted Share Grants.~~ ~~On January 14, 2015, Mr. Fisher was granted 380 restricted shares of LBRDK to compensate him for the diminution in value of his stock options and SARs in connection with the rights offering.~~

~~Director Option Grant.~~RSU Grants

Pursuant to our director compensation policy described above and the ~~director~~2014 incentive plan, on ~~March 25, 2015~~December 6, 2018, Mr. Green was granted RSUs with respect to 940 shares of LBRDK. The RSUs will vest on the first anniversary of the grant date, or on such earlier date that the grantee ceases to be a director because of death or disability and, ~~in connection with his appointment to~~unless our board of directors determines otherwise, will be forfeited if the grantee resigns or is removed from the board before the vesting date.

Director Option Grants

Pursuant to our director compensation policy described above and the 2014 incentive plan, on December 6, 2018, Mr. Wargo was granted options to purchase ~~2,898~~6,505 LBRDK shares, ~~of LBRDK at an exercise price of $53.86, which~~and Mr. Welsh was ~~the closing price of such stock on the grant date, and which vests in full on March 25, 2017. In addition, on December 22, 2015, Messrs. Green, Wargo and Welsh were~~ granted options to purchase ~~7,421~~3,253 LBRDK shares, ~~7,421 shares and 3,711 shares of LBRDK, respectively,~~ at an exercise price equal to ~~$50.83,~~$82.46, which was the closing price of such stock on the grant date. The ~~per share grant date fair value of the~~ options ~~granted on March 25, 2015 and December 22, 2015 was $15.0332 and $13.2750, respectively. The options granted in December 2015~~ will become exercisable on the first anniversary of the grant date, or on such earlier date that the grantee ceases to be a director because of death or disability, and, unless our board determines otherwise, will be terminated without becoming exercisable if the grantee resigns or is removed from the board before the vesting date. Once vested, the options will remain exercisable until the

~~Table of Contents~~

seventh anniversary of the grant date, or, if earlier, until the first business day following the first anniversary of the date the grantee ceases to be a director.

Stock Ownership ~~Guidelines.~~Guidelines

In March 2016, our board of directors adopted stock ownership guidelines that require each nonemployee director (other than Mr. Malone) to own shares of our ~~company's~~company’s stock equal to at least ~~three~~1.5 times the value of ~~their annual cash retainer fees. Directors~~the nonemployee director fee. Nonemployee directors will have five years from the later of (i) the effective date of the ~~new~~ guidelines and (ii) the ~~director's~~nonemployee director’s initial appointment to our board to comply with these guidelines.

36 |

Liberty Broadband Corporation 2019 Proxy Statement

TABLE OF CONTENTS

DIRECTOR COMPENSATION

Director Compensation Table

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

(1)

Name(1)
Fees
Earned
or Paid in
Cash
($) Stock
Awards
($)(2)(3) Option
Awards
($)(2)(3) All Other
Compensation
($) Total
($)
John C. Malone
— — — — —
Donne Fisher(4)
42,500 18,236 — — 60,736
Richard R. Green
85,000 — 98,514 — 183,514
J. David Wargo(5)
63,494 — 142,080 — 205,574
John E. Welsh III
85,000 — 49,264 15,058 (6) 149,322

~~(1)~~: John C. Malone, the Chairman of the Board of our company, received no compensation for serving as a director of our company during ~~2015.~~2018. Gregory B. Maffei, who served as a director of our company in ~~2015~~2018 and is currently a named executive officer, received no compensation for serving as a director of our company during ~~that time.~~2018.

(2)

~~(2)~~

As of December 31, ~~2015,~~2018, our directors (other than Mr. Maffei, whose ~~stock incentive~~equity awards are listed in ~~"Outstanding~~“Outstanding Equity Awards at Fiscal ~~Year-End"~~Year-End” above) held the following ~~stock incentive~~equity awards:

	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		—		—

(3)

John C.
Malone Donne
Fisher Richard R.
Green J. David
Wargo John E.
Welsh III
Options/SARs

LBRDA
— 1,581 — — —
LBRDK
— 3,197 11,076 10,319 7,366
Restricted Stock

LBRDA
— — — — —
LBRDK
— — — — —
Reflects the grant date fair value of RSUs awarded to Mr. Green, which has been computed based on the closing price of LBRDK shares on the grant date in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures.

~~(3)~~

(4)

The aggregate grant date fair value of the stock option ~~and restricted stock~~ awards has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. For a description of the assumptions applied in these calculations, see Note 119 to our consolidated financial statements for the year ended December 31, ~~2015~~2018 (which are included in our ~~2015~~2018 Form 10-K).

(5)

~~(4)~~

~~Retired from our board on June 2, 2015.~~

~~(5)~~

~~Appointed to our board on March 25, 2015.~~

~~(6)~~

~~Represents~~

Includes health insurance premiums of $17,112 paid by our ~~company.~~company for the benefit of John E. Welsh III.

Liberty Broadband Corporation 2019 Proxy Statement | 37

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, ~~2015~~2018 with respect to shares of our common stock authorized for issuance under our equity compensation plans.

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

Plan Category
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights Weighted
average
exercise price
of outstanding
options,
warrants and
rights Number of
securities
available
for future issuance
under equity
compensation
plans
Equity compensation plans approved by security holders:

Liberty Broadband Corporation 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015)
6,776,977 (1)
LBRDA
— $ —
LBRDB
— —
LBRDK
1,528,761 $ 48.14
Liberty Broadband Corporation Transitional Stock Adjustment Plan
— (2)
LBRDA
629,524 $ 32.36
LBRDB
— —
LBRDK
1,232,091 $ 32.34
Equity compensation plans not approved by security holders: None

Total

LBRDA
629,524

LBRDB
—

LBRDK
2,760,852

6,776,977

(1)

~~(1)~~: ~~Liberty Broadband Corporation~~The 2014 ~~Omnibus Incentive Plan (Amended and Restated as of March 11, 2015)~~incentive plan permits grants of, or with respect to, shares of any series of our common stock, subject to a single aggregate limit.

(2)

~~(2)~~

The transitional plan was previously approved by our board of directors and our former parent company, Liberty Media, as sole stockholder, in connection with the Broadband ~~Corporation Transitional Stock Adjustment Plan~~Spin-Off. The transitional plan governs the terms and conditions of awards with respect to our ~~company's~~company’s common stock that were granted in connection with adjustments made to awards granted by Liberty Media with respect to its common stock. As a result, no further grants are permitted under this plan.

38 | Liberty Broadband Corporation 2019 Proxy Statement

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Under our Code of Business Conduct and Ethics and Corporate Governance Guidelines, if a director or executive officer has an actual or potential conflict of interest (which includes being a party to a proposed ~~"related~~“related party ~~transaction"~~transaction” (as defined by Item 404 of Regulation S-K)), the director or executive officer should promptly inform the person designated by our board to address such actual or potential conflicts. No related party transaction may be effected by our company without the approval of the audit committee of our board or another independent body of our board designated to address such actual or potential conflicts.

STOCKHOLDER PROPOSALS

This proxy statement relates to our annual meeting of stockholders for the calendar year ~~2016~~2019 which will take place on May ~~25, 2016.~~23, 2019. Based solely on the date of our ~~2016~~2019 annual meeting and the date of this proxy statement, (i) a stockholder proposal must be submitted in writing to our Corporate Secretary and received at our executive offices at 12300 Liberty Boulevard, Englewood, Colorado 80112, by the close of business on December ~~15, 2016~~24, 2019 in order to be eligible for inclusion in our proxy materials for the annual meeting of stockholders for the calendar year ~~2017~~2020 (the~~2017~~2020 annual meeting), and (ii) a stockholder proposal, or any nomination by stockholders of a person or persons for election to the board of directors, must be received at our executive offices at the foregoing address not earlier than February ~~24, 2017~~21, 2020 and not later than March ~~27, 2017~~24, 2020 to be considered for presentation at the ~~2017~~2020 annual meeting. We currently anticipate that the ~~2017~~2020 annual meeting will be held during the second quarter of ~~2017.~~2020. If the ~~2017~~2020 annual meeting takes place more than 30 days before or 30 days after May ~~25, 2017~~23, 2020 (the anniversary of the ~~2016~~2019 annual meeting), a stockholder proposal, or any nomination by stockholders of a person or persons for election to the board of directors, will instead be required to be received at our executive offices at the foregoing address not later than the close of business on the tenth day following the first day on which notice of the date of the ~~2017~~2020 annual meeting is communicated to stockholders or public disclosure of the date of the ~~2017~~2020 annual meeting is made, whichever occurs first, in order to be considered for presentation at the ~~2017~~2020 annual meeting.

All stockholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act, our charter and bylaws and Delaware law.

ADDITIONAL INFORMATION

We file periodic reports, proxy materials and other information with the SEC. You may read and copy any document that we file at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. You may also inspect such filings on the Internet website maintained by the SEC atwww.sec.gov~~www.sec.gov~~. Additional information can also be found on our website atwww.libertybroadband.com~~www.libertybroadband.com~~. (Information contained on any website referenced in this proxy statement is not incorporated by reference in this proxy statement.)If you would like to receive a copy of our ~~Annual Report on~~2018 Form 10-K, ~~for the year ended December 31, 2015,~~ or any of the exhibits listed therein, please call or submit a request in writing to Investor Relations, Liberty Broadband Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (844) 826-8735, and we will provide you with the ~~Annual Report~~2018 Form 10-K without charge, or any of the exhibits listed therein upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits).

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ANNEX A

LIBERTY BROADBAND CORPORATION 2019 OMNIBUS INCENTIVE PLAN

ARTICLE I

Purpose of Plan; Effective Date

1.1 Purpose. ~~Electronic Voting Instructions Available 24 hours~~The purpose of the Plan is to promote the success of the Company by providing a method whereby (i) eligible officers and employees of the Company and its Subsidiaries, (ii) directors and independent contractors, and (iii) employees of Liberty Media Corporation or Qurate Retail, Inc., in each case, providing services to the Company and its Subsidiaries, may be awarded additional remuneration for services rendered and may be encouraged to invest in capital stock of the Company, thereby increasing their proprietary interest in the Company’s businesses, encouraging them to remain in the employ or service of the Company or its Subsidiaries, and increasing their personal interest in the continued success and progress of the Company and its Subsidiaries. The Plan is also intended to aid in (i) attracting Persons of exceptional ability to become officers and employees of the Company and its Subsidiaries and (ii) inducing directors, independent contractors, or employees of Liberty Media Corporation or Qurate Retail, Inc. to agree to provide services to the Company and its Subsidiaries.

1.2 Effective Date. The Plan shall be effective as of May 23, 2019 (the “Effective Date”).

ARTICLE II

Definitions

2.1 Certain Defined Terms. Capitalized terms not defined elsewhere in the Plan shall have the following meanings (whether used in the singular or plural):

“Account” has the meaning ascribed thereto in Section 8.2.

“Affiliate” of the Company means any corporation, partnership or other business association that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Company.

“Agreement” means a stock option agreement, stock appreciation rights agreement, restricted shares agreement, restricted stock units agreement, cash award agreement or an agreement evidencing more than one type of Award, specified in Section 10.5, as any such Agreement may be supplemented or amended from time to time.

“Approved Transaction” means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

“Award” means a grant of Options, SARs, Restricted Shares, Restricted Stock Units, Performance Awards, Cash Awards and/or cash amounts under the Plan.

“Board” means the Board of Directors of the Company.

“Board Change” means, during any period of two consecutive years, individuals who at the beginning of such period constituted the entire Board cease for any reason to constitute a majority thereof unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

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“Cash Award” means an Award made pursuant to Section 9.1 of the Plan to a Holder that is paid solely on account of the attainment of one or more Performance Objectives that have been established by the Committee.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Code section shall include any successor section.

“Committee” means the committee of the Board appointed pursuant to Section 3.1 to administer the Plan.

“Common Stock” means each or any (as the context may require) series of the Company’s common stock.

“Company” means Liberty Broadband Corporation, a Delaware corporation.

“Control Purchase” means any transaction (or series of related transactions) in which any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company, any Subsidiary of the Company or any employee benefit plan sponsored by the Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board. For purposes of this definition, “Exempt Person” means each of (a) the Chairman of the Board, the President and each of the directors of the Company as of the Effective Date, and (b) the respective family members, estates and heirs of each of the Persons referred to in clause (a) above and any trust or other investment vehicle for the primary benefit of any of such Persons or their respective family members or heirs. As used with respect to any Person, the term “family member” means the spouse, siblings and lineal descendants of such Person.

“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

“Dividend Equivalents” means, with respect to Restricted Stock Units, to the extent specified by the Committee only, an amount equal to all dividends and other distributions (or the economic equivalent thereof) which are payable to stockholders of record during the Restriction Period on a like number and kind of shares of Common Stock. Notwithstanding any provision of the Plan to the contrary, Dividend Equivalents with respect to a Performance Award may only be paid to the extent the Performance Award is actually paid to the Holder.

“Domestic Relations Order” means a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.

“Equity Security” shall have the meaning ascribed to such term in Section 3(a)(11) of the Exchange Act, and an equity security of an issuer shall have the meaning ascribed thereto in Rule 16a-1 promulgated under the Exchange Act, or any successor Rule.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute or statutes thereto. Reference to any specific Exchange Act section shall include any successor section.

“Fair Market Value” of a share of any series of Common Stock on any day ~~7 days~~means (i) for Option and SAR exercise transactions effected on any third-party incentive award administration system provided by the Company, the current high bid price of a ~~week! Instead~~share of ~~mailing your proxy, you~~any series of Common Stock as reported on the consolidated transaction reporting system on the principal national securities exchange on which shares of such series of Common Stock are listed on such day or if such shares are not then listed on a national securities exchange, then as quoted by OTC Markets Group Inc., (ii) for the purpose of determining the tax withholding due upon the vesting or settlement of Restricted Shares or Restricted Stock Units and the related purpose of valuing shares withheld from such Awards to satisfy tax withholding obligations, the closing price for a share of such series of Common Stock on the trading day next preceding the day that such Award vests as reported on the consolidated transaction reporting system for the principal national securities exchange on which shares of such series of Common Stock are listed on such day or if such shares are not then listed on a national securities exchange, then as quoted by OTC Markets Group Inc., or (iii) for all other purposes under the Plan, the closing price of a share of such series of Common Stock on such day (or if such day is not a trading day,

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on the next preceding trading day) all as reported on the consolidated transaction reporting system for the principal national securities exchange on which shares of such series of Common Stock are listed on such day or if such shares are not then listed on a national securities exchange, then as quoted by OTC Markets Group Inc. If for any day the Fair Market Value of a share of the applicable series of Common Stock is not determinable by any of the foregoing means, or if there is insufficient trading volume in the applicable series of Common Stock on such trading day, then the Fair Market Value for such day shall be determined in good faith by the Committee on the basis of such quotations and other considerations as the Committee deems appropriate.

“Free Standing SAR” has the meaning ascribed thereto in Section 7.1.

“Holder” means a Person who has received an Award under the Plan.

“Nonemployee Director” means an individual who is a member of the Board and who is neither an officer nor an employee of the Company or any Subsidiary.

“Option” means a stock option granted under Article VI.

“Performance Award” means an Award made pursuant to Article IX of the Plan to a Holder that is subject to the attainment of one or more Performance Objectives.

“Performance Objective” means a standard established by the Committee to determine in whole or in part whether a Performance Award shall be earned.

“Person” means an individual, corporation, limited liability company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind.

“Plan” means this Liberty Broadband Corporation 2019 Omnibus Incentive Plan.

“Restricted Shares” means shares of any series of Common Stock awarded pursuant to Section 8.1.

“Restricted Stock Unit” means a unit evidencing the right to receive in specified circumstances one share of the specified series of Common Stock or, in the discretion of the Company, the equivalent value in cash, which right may ~~choose one~~be subject to a Restriction Period or forfeiture provisions.

“Restriction Period” means a period of time beginning on the date of each Award of Restricted Shares or Restricted Stock Units and ending on the Vesting Date with respect to such Award.

“Retained Distribution” has the meaning ascribed thereto in Section 8.3.

“SARs” means stock appreciation rights, awarded pursuant to Article VII, with respect to shares of any specified series of Common Stock.

“Section 409A” has the meaning ascribed thereto in Section 10.17.

“Subsidiary” of a Person means any present or future subsidiary (as defined in Section 424(f) of the Code) of such Person or any business entity in which such Person owns, directly or indirectly, 50% or more of the voting, capital or profits interests. An entity shall be deemed a subsidiary of a Person for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained.

“Tandem SARs” has the meaning ascribed thereto in Section 7.1.

“Vesting Date,” with respect to any Restricted Shares or Restricted Stock Units awarded hereunder, means the date on which such Restricted Shares or Restricted Stock Units cease to be subject to a risk of forfeiture, as designated in or determined in accordance with the Agreement with respect to such Award of Restricted Shares or Restricted Stock Units pursuant to Article VIII. If more than one Vesting Date is designated for an Award of Restricted Shares or Restricted Stock Units, reference in the Plan to a Vesting Date in respect of such Award shall be deemed to refer to each part of such Award and the Vesting Date for such part. The Vesting Date for a particular Award will be established by the Committee and, for the avoidance of doubt, may be contemporaneous with the date of grant.

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ARTICLE III

Administration

3.1 Committee. The Plan shall be administered by the Compensation Committee of the Board unless a different committee is appointed by the Board. The Committee shall be comprised of not less than two Persons. The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed, may fill vacancies in the Committee and may remove members of the Committee. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum and all determinations shall be made by a majority of such quorum. Any determination reduced to writing and signed by all of the members shall be as fully effective as if it had been made by a majority vote at a meeting duly called and held.

3.2 Powers. The Committee shall have full power and authority to grant to eligible Persons Options under Article VI of the Plan, SARs under Article VII of the Plan, Restricted Shares under Article VIII of the Plan, Restricted Stock Units under Article VIII of the Plan, Cash Awards under Article IX of the Plan and/or Performance Awards under Article IX of the Plan, to determine the terms and conditions (which need not be identical) of all Awards so granted, to interpret the provisions of the Plan and any Agreements relating to Awards granted under the Plan and to supervise the administration of the Plan. The Committee in making an Award may provide for the granting or issuance of additional, replacement or alternative Awards upon the occurrence of specified events, including the exercise of the original Award. The Committee shall have sole authority in the selection of Persons to whom Awards may be granted under the Plan and in the determination of the timing, pricing and amount of any such Award, subject only to the express provisions of the Plan. In making determinations hereunder, the Committee may take into account the nature of the services rendered by the respective employees, officers, independent contractors and directors, their present and potential contributions to the success of the Company and its Subsidiaries, and such other factors as the Committee in its discretion deems relevant.

3.3 Interpretation. The Committee is authorized, subject to the provisions of the Plan, to establish, amend and rescind such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and to take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each action and determination made or taken pursuant to the Plan by the Committee, including any interpretation or construction of the Plan, shall be final and conclusive for all purposes and upon all Persons. No member of the Committee shall be liable for any action or determination made or taken by such member or the Committee in good faith with respect to the Plan.

3.4 Awards to Nonemployee Directors. The Board shall have the same powers as the Committee with respect to awards to Nonemployee Directors and may exercise such powers in lieu of action by the Committee.

ARTICLE IV

Shares Subject to the Plan

4.1 Number of Shares. Subject to the provisions of this Article IV, the maximum number of shares of Common Stock with respect to which Awards may be granted during the term of the Plan shall be 6,000,000 shares. Shares of Common Stock will be made available from the authorized but unissued shares of the Company or from shares reacquired by the Company, including shares purchased in the open market. The shares of Common Stock subject to (i) any Award granted under the Plan that shall expire, terminate or be cancelled or annulled for any reason without having been exercised (or considered to have been exercised as provided in Section 7.2), (ii) any Award of any SARs granted under the Plan the terms of which provide for settlement in cash, and (iii) any Award of Restricted Shares or Restricted Stock Units under the Plan that shall be forfeited prior to becoming vested (provided that the Holder received no benefits of ownership of such Restricted Shares or Restricted Stock Units other than voting rights and the accumulation of Retained Distributions and unpaid Dividend Equivalents that are likewise forfeited) shall again be available for purposes of the Plan. Notwithstanding the foregoing, the following shares of Common Stock may not again be made available for issuance as Awards under the Plan: (a) shares of Common Stock not issued or delivered as a result of the net settlement of an outstanding Option or SAR, (b) shares of Common Stock used to pay the purchase price or withholding taxes related to an outstanding Award, or (c) shares of Common Stock repurchased on the open market with the proceeds of an Option purchase price. No Nonemployee Director may be granted during any calendar year Awards having a value determined on the date of grant that would be in excess of $3 million.

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4.2 Adjustments.

(a) If the Company subdivides its outstanding shares of any series of Common Stock into a greater number of shares of such series of Common Stock (by stock dividend, stock split, reclassification, or otherwise) or combines its outstanding shares of any series of Common Stock into a smaller number of shares of such series of Common Stock (by reverse stock split, reclassification, or otherwise) or if the Committee determines that any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization, stock redemption, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase such series of Common Stock or other similar corporate event (including mergers or consolidations other than those which constitute Approved Transactions, adjustments with respect to which shall be governed by Section 10.1(b)) affects any series of Common Stock so that an adjustment is required to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee, in such manner as the Committee, in its sole discretion, deems equitable and appropriate, shall make such adjustments to any or all of (i) the number and kind of shares of stock which thereafter may be awarded, optioned or otherwise made subject to the benefits contemplated by the Plan, (ii) the number and kind of shares of stock subject to outstanding Awards, and (iii) the purchase or exercise price and the relevant appreciation base with respect to any of the foregoing, provided, however, that the number of shares subject to any Award shall always be a whole number. The Committee may, if deemed appropriate, provide for a cash payment to any Holder of an Award in connection with any adjustment made pursuant to this Section 4.2.

(b) Notwithstanding any provision of the Plan to the contrary, in the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized, in its discretion, (i) to provide, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the Award that remains unexercised at the time of such transaction, or (ii) to cancel any such Awards and to deliver to the Holders cash in an amount that the Committee shall determine in its sole discretion is equal to the fair market value of such Awards on the date of such event, which in the case of Options or SARs shall be the excess of the Fair Market Value (as determined in sub-section (ii) of the definition of such term) of Common Stock on such date over the purchase price of the Options or the base price of the SARs, as applicable. For the avoidance of doubt, if the purchase price of the Options or base price of the SARs, as applicable, is greater than such Fair Market Value, the Options or SARs may be canceled for no consideration pursuant to this section.

(c) No adjustment or substitution pursuant to this Section 4.2 shall be made in a manner that results in noncompliance with the requirements of Section 409A, to the extent applicable.

ARTICLE V

Eligibility

5.1 General. The Persons who shall be eligible to participate in the Plan and to receive Awards under the Plan shall be such Persons who are employees (including officers) or independent contractors of the Company or its Subsidiaries, Nonemployee Directors, or employees (including officers), independent contractors, or directors of Liberty Media Corporation or Qurate Retail, Inc., who in each case, provide services to the Company or its Subsidiaries and who the Committee shall select. Awards may be made to employees, directors or independent contractors who hold or have held Awards under the Plan or any similar or other awards under any other plan of the Company or any of its Affiliates.

ARTICLE VI

Stock Options

6.1 Grant of Options. Subject to the limitations of the Plan, the Committee shall designate from time to time those eligible Persons to be granted Options, the time when each Option shall be granted to such eligible Persons, the series and number of shares of Common Stock subject to such Option, and, subject to Section 6.2, the purchase price of the shares of Common Stock subject to such Option.

6.2 Option Price. The price at which shares may be purchased upon exercise of an Option shall be fixed by the Committee and may be no less than the Fair Market Value of the shares of the applicable series of Common Stock subject to the Option as of the date the Option is granted.

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6.3 Term of Options. Subject to the provisions of the Plan with respect to death, retirement and termination of employment or service, the term of each Option shall be for such period as the Committee shall determine as set forth in the applicable Agreement; provided that such term may not exceed ten years. However, if the term of an Option expires when trading in the Common Stock is prohibited by law or the Company’s insider trading policy, then the term of such Option shall expire on the 30th day after the expiration of such prohibition.

6.4 Exercise of Options. An Option granted under the Plan shall become (and remain) exercisable during the term of the Option to the extent provided in the applicable Agreement and the Plan and, unless the Agreement otherwise provides, may be exercised to the extent exercisable, in whole or in part, at any time and from time to time during such term; provided, however, that subsequent to the grant of an Option, the Committee, at any time before complete termination of such Option, may accelerate the time or times at which such Option may be exercised in whole or in part (without reducing the term of such Option).

6.5 Manner of Exercise.

(a) Form of Payment. An Option shall be exercised by written notice to the Company upon such terms and conditions as the Agreement may provide and in accordance with such other procedures for the exercise of Options as the Committee may establish from time to time. The method or methods ~~outlined below~~of payment of the purchase price for the shares to be purchased upon exercise of an Option and of any amounts required by Section 10.9 shall be determined by the Committee and may consist of (i) cash, (ii) check, (iii) promissory note (subject to applicable law), (iv) whole shares of any series of Common Stock, (v) the withholding of shares of the applicable series of Common Stock issuable upon such exercise of the Option, (vi) the delivery, together with a properly executed exercise notice, of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the purchase price, or (vii) any combination of the foregoing methods of payment, or such other consideration and method of payment as may be permitted for the issuance of shares under the Delaware General Corporation Law. The permitted method or methods of payment of the amounts payable upon exercise of an Option, if other than in cash, shall be set forth in the applicable Agreement and may be subject to such conditions as the Committee deems appropriate.

(b) Value of Shares. Unless otherwise determined by the Committee and provided in the applicable Agreement, shares of any series of Common Stock delivered in payment of all or any part of the amounts payable in connection with the exercise of an Option, and shares of any series of Common Stock withheld for such payment, shall be valued for such purpose at their Fair Market Value as of the exercise date.

(c) Issuance of Shares. The Company shall effect the transfer of the shares of Common Stock purchased under the Option as soon as practicable after the exercise thereof and payment in full of the purchase price therefor and of any amounts required by Section 10.9, and within a reasonable time thereafter, such transfer shall be evidenced on the books of the Company. Unless otherwise determined by the Committee and provided in the applicable Agreement, (i) no Holder or other Person exercising an Option shall have any of the rights of a stockholder of the Company with respect to shares of Common Stock subject to an Option granted under the Plan until due exercise and full payment has been made, and (ii) no adjustment shall be made for cash dividends or other rights for which the record date is prior to the date of such due exercise and full payment.

ARTICLE VII

SARs

7.1 Grant of SARs. Subject to the limitations of the Plan, SARs may be granted by the Committee to such eligible Persons in such numbers, with respect to any specified series of Common Stock, and at such times during the term of the Plan as the Committee shall determine. A SAR may be granted to a Holder of an Option (hereinafter called a “related Option”) with respect to all or a portion of the shares of Common Stock subject to the related Option (a “Tandem SAR”) or may be granted separately to an eligible Person (a “Free Standing SAR”). Subject to the limitations of the Plan, SARs shall be exercisable in whole or in part upon notice to the Company upon such terms and conditions as are provided in the Agreement.

7.2 Tandem SARs. A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option. Tandem SARs shall be exercisable only at the time and to the extent that the related Option is exercisable (and may be subject to such additional limitations on exercisability as the Agreement may provide) and in no event after the complete termination or full exercise of the related Option. Upon the exercise or termination of the related Option, the Tandem SARs with respect thereto shall be canceled automatically to the extent of the number of

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shares of Common Stock with respect to which the related Option was so exercised or terminated. Subject to the limitations of the Plan, upon the exercise of a Tandem SAR and unless otherwise determined by the Committee and provided in the applicable Agreement, (i) the Holder thereof shall be entitled to receive from the Company, for each share of the applicable series of Common Stock with respect to which the Tandem SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a share of the applicable series of Common Stock with respect to which the Tandem SAR was granted on the date of exercise over the related Option purchase price per share, and (ii) the related Option with respect thereto shall be canceled automatically to the extent of the number of shares of Common Stock with respect to which the Tandem SAR was so exercised.

7.3 Free Standing SARs. Free Standing SARs shall be exercisable at the time, to the extent and upon the terms and conditions set forth in the applicable Agreement. The base price of a Free Standing SAR may be no less than the Fair Market Value of the applicable series of Common Stock with respect to which the Free Standing SAR was granted as of the date the Free Standing SAR is granted. Subject to the limitations of the Plan, upon the exercise of a Free Standing SAR and unless otherwise determined by the Committee and provided in the applicable Agreement, the Holder thereof shall be entitled to receive from the Company, for each share of the applicable series of Common Stock with respect to which the Free Standing SAR is being exercised, consideration (in the form determined as provided in Section 7.4) equal in value to the excess of the Fair Market Value of a share of the applicable series of Common Stock with respect to which the Free Standing SAR was granted on the date of exercise over the base price per share of such Free Standing SAR. The term of a Free Standing SAR may not exceed ten years. However, if the term of a Free Standing SAR expires when trading in the Common Stock is prohibited by law or the Company’s insider trading policy, then the term of such Free Standing SAR shall expire on the 30th day after the expiration of such prohibition.

7.4 Consideration. The consideration to be received upon the exercise of a SAR by the Holder shall be paid in cash, shares of the applicable series of Common Stock with respect to which the SAR was granted (valued at Fair Market Value on the date of exercise of such SAR), a combination of cash and such shares of the applicable series of Common Stock or such other consideration, in each case, as provided in the Agreement. No fractional shares of Common Stock shall be issuable upon exercise of a SAR, and unless otherwise provided in the applicable Agreement, the Holder will receive cash in lieu of fractional shares. Unless the Committee shall otherwise determine, to the extent a Free Standing SAR is exercisable, it will be exercised automatically for cash on its expiration date.

7.5 Limitations. The applicable Agreement may provide for a limit on the amount payable to a Holder upon exercise of SARs at any time or in the aggregate, for a limit on the number of SARs that may be exercised by the Holder in whole or in part for cash during any specified period, for a limit on the time periods during which a Holder may exercise SARs, and for such other limits on the rights of the Holder and such other terms and conditions of the SAR, including a condition that the SAR may be exercised only in accordance with rules and regulations adopted from time to time, as the Committee may determine. Unless otherwise so provided in the applicable Agreement, any such limit relating to a Tandem SAR shall not restrict the exercisability of the related Option. Such rules and regulations may govern the right to exercise SARs granted prior to the adoption or amendment of such rules and regulations as well as SARs granted thereafter.

7.6 Exercise. For purposes of this Article VII, the date of exercise of a SAR shall mean the date on which the Company shall have received notice from the Holder of the SAR of the exercise of such SAR (unless otherwise determined by the Committee and provided in the applicable Agreement).

ARTICLE VIII

Restricted Shares and Restricted Stock Units

8.1 Grant of Restricted Shares. Subject to the limitations of the Plan, the Committee shall designate those eligible Persons to be granted Awards of Restricted Shares, shall determine the time when each such Award shall be granted, and shall designate (or set forth the basis for determining) the Vesting Date or Vesting Dates for each Award of Restricted Shares, and may prescribe other restrictions, terms and conditions applicable to the vesting of such Restricted Shares in addition to those provided in the Plan. The Committee shall determine the price, if any, to be paid by the Holder for the Restricted Shares; provided, however, that the issuance of Restricted Shares shall be

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made for at least the minimum consideration necessary to permit such Restricted Shares to be deemed fully paid and nonassessable. All determinations made by the Committee pursuant to this Section 8.1 shall be specified in the Agreement.

8.2 Issuance of Restricted Shares. An Award of Restricted Shares shall be registered in a book entry account (the “Account”) in the name of the Holder to whom such Restricted Shares shall have been awarded. During the Restriction Period, the Account, any statement of ownership representing the Restricted Shares that may be issued during the Restriction Period and any securities constituting Retained Distributions shall bear a restrictive legend to the effect that ownership of the Restricted Shares (and such Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject to the restrictions, terms and conditions provided in the Plan and the applicable Agreement.

8.3 Restrictions with Respect to Restricted Shares. During the Restriction Period, Restricted Shares shall constitute issued and outstanding shares of the applicable series of Common Stock for all corporate purposes. The Holder will have the right to vote ~~your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted~~such Restricted Shares, to receive and retain such dividends and distributions, as the Committee may designate, paid or distributed on such Restricted Shares, and to exercise all other rights, powers and privileges of a Holder of shares of the applicable series of Common Stock with respect to such Restricted Shares; except, that, unless otherwise determined by the ~~Internet~~Committee and provided in the applicable Agreement, (i) the Holder will not be entitled to delivery of the Restricted Shares until the Restriction Period shall have expired and unless all other vesting requirements with respect thereto shall have been fulfilled or ~~telephone must~~waived; (ii) the Company or its designee will retain custody of the Restricted Shares during the Restriction Period as provided in Section 8.2; (iii) other than such dividends and distributions as the Committee may designate, the Company or its designee will retain custody of all distributions (“Retained Distributions”) made or declared with respect to the Restricted Shares (and such Retained Distributions will be subject to the same restrictions, terms and vesting, and other conditions as are applicable to the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account; (iv) the Holder may not sell, assign, transfer, pledge, exchange, encumber or dispose of the Restricted Shares or any Retained Distributions or such Holder’s interest in any of them during the Restriction Period; and (v) a breach of any restrictions, terms or conditions provided in the Plan or established by the Committee with respect to any Restricted Shares or Retained Distributions will cause a forfeiture of such Restricted Shares and any Retained Distributions with respect thereto.

8.4 Grant of Restricted Stock Units. Subject to the limitations of the Plan, the Committee shall designate those eligible Persons to be granted Awards of Restricted Stock Units, the value of which is based, in whole or in part, on the Fair Market Value of the shares of any specified series of Common Stock. Subject to the provisions of the Plan, including any rules established pursuant to Section 8.5, Awards of Restricted Stock Units shall be subject to such terms, restrictions, conditions, vesting requirements and payment rules as the Committee may determine in its discretion, which need not be identical for each Award. Such Awards may provide for the payment of cash consideration by the Person to whom such Award is granted or provide that the Award, and any shares of Common Stock to be issued in connection therewith, if applicable, shall be delivered without the payment of cash consideration; provided, however, that the issuance of any shares of Common Stock in connection with an Award of Restricted Stock Units shall be for at least the minimum consideration necessary to permit such shares to be deemed fully paid and nonassessable. The determinations made by the Committee pursuant to this Section 8.4 shall be specified in the applicable Agreement.

8.5 Restrictions with Respect to Restricted Stock Units. Any Award of Restricted Stock Units, including any shares of Common Stock which are part of an Award of Restricted Stock Units, may not be assigned, sold, transferred, pledged or otherwise encumbered prior to the date on which the shares are issued or, if later, the date provided by the Committee at the time of the Award. A breach of any restrictions, terms or conditions provided in the Plan or established by the Committee with respect to any Award of Restricted Stock Units will cause a forfeiture of such Restricted Stock Units and any Dividend Equivalents with respect thereto.

8.6 Issuance of Restricted Stock Units. Restricted Stock Units shall be issued at the beginning of the Restriction Period, shall not constitute issued and outstanding shares of the applicable series of Common Stock, and the Holder shall not have any of the rights of a stockholder with respect to the shares of Common Stock covered by such an Award of Restricted Stock Units, in each case until such shares shall have been issued to the Holder at the end of the Restriction Period. If and to the extent that shares of Common Stock are to be issued at the end of the Restriction Period, the Holder shall be entitled to receive Dividend Equivalents with respect to the shares of

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Common Stock covered thereby either (i) during the Restriction Period or (ii) in accordance with the rules applicable to Retained Distributions, as the Committee may specify in the Agreement.

8.7 Cash Payments. In connection with any Award of Restricted Shares or Restricted Stock Units, an Agreement may provide for the payment of a cash amount to the Holder of such Awards at any time after such Awards shall have become vested. Such cash amounts shall be payable in accordance with such additional restrictions, terms and conditions as shall be prescribed by the Committee in the Agreement and shall be in addition to any other salary, incentive, bonus or other compensation payments which such Holder shall be otherwise entitled or eligible to receive from the Company.

8.8 Completion of Restriction Period. On the Vesting Date with respect to each Award of Restricted Shares or Restricted Stock Units and the satisfaction of any other applicable restrictions, terms, and conditions, (i) all or the applicable portion of such Restricted Shares or Restricted Stock Units shall become vested, (ii) any Retained Distributions with respect to such Restricted Shares and any unpaid Dividend Equivalents with respect to such Restricted Stock Units shall become vested to the extent that the Awards related thereto shall have become vested, and (iii) any cash amount to be received by ~~1:00 a.m.~~the Holder with respect to such Restricted Shares or Restricted Stock Units shall become payable, all in accordance with the terms of the applicable Agreement. Any such Restricted Shares, Restricted Stock Units, Retained Distributions, and any unpaid Dividend Equivalents that shall not become vested shall be forfeited to the Company, and the Holder shall not thereafter have any rights (including dividend and voting rights) with respect to such Restricted Shares, Restricted Stock Units, Retained Distributions, and any unpaid Dividend Equivalents that shall have been so forfeited. The Committee may, in its discretion, provide that the delivery of any Restricted Shares, Restricted Stock Units, Retained Distributions, and unpaid Dividend Equivalents that shall have become vested, and payment of any related cash amounts that shall have become payable under this Article VIII, shall be deferred until such date or dates as the recipient may elect. Any election of a recipient pursuant to the preceding sentence shall be filed in writing with the Committee in accordance with such rules and regulations, including any deadline for the making of such an election, as the Committee may provide, and shall be made in compliance with Section 409A.

ARTICLE IX

Cash Awards and Performance Awards

9.1 Cash Awards. In addition to granting Options, SARs, Restricted Shares and Restricted Stock Units, the Committee shall, subject to the limitations of the Plan, have authority to grant to eligible Persons Cash Awards. Each Cash Award shall be subject to such terms and conditions, restrictions and contingencies, if any, as the Committee shall determine. Restrictions and contingencies limiting the right to receive a cash payment pursuant to a Cash Award shall be based upon the achievement of single or multiple Performance Objectives over a performance period established by the Committee. The determinations made by the Committee pursuant to this Section 9.1 shall be specified in the applicable Agreement.

9.2 Designation as a Performance Award. The Committee shall have the right to designate any Award of Options, SARs, Restricted Shares or Restricted Stock Units as a Performance Award. All Cash Awards shall be designated as Performance Awards.

9.3 Performance Objectives. The grant or vesting of a Performance Award shall be subject to the achievement of Performance Objectives over a performance period established by the Committee based upon one or more business criteria that apply to the Holder, one or more business units, divisions or Subsidiaries of the Company or the applicable sector of the Company, or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of companies. Such business criteria may include, among others: increased revenue; net income measures (including income after capital costs and income before or after taxes); stock price measures (including growth measures and total stockholder return); price per share of Common Stock; market share; earnings per share (actual or targeted growth); earnings before interest, taxes, depreciation and amortization (EBITDA); operating income before depreciation and amortization (OIBDA); economic value added (or an equivalent metric); market value added; debt to equity ratio; cash flow measures (including cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities); return measures (including return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors’ capital and return on average equity); operating measures (including operating income, funds from operations, cash from operations, after-tax operating income, sales volumes, production volumes and production efficiency); expense measures (including overhead cost and general and administrative expense);

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margins; stockholder value; total stockholder return; proceeds from dispositions; total market value and corporate values measures (including ethics compliance, environmental and safety). Unless otherwise stated, such a Performance Objective need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). The Committee shall have the authority to determine whether the Performance Objectives and other terms and conditions of the Award are satisfied.

ARTICLE X

General Provisions

10.1 Acceleration of Awards.

(a) Death or Disability. If a Holder’s employment or service shall terminate by reason of death or Disability, notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each outstanding Option or SAR granted under the Plan shall immediately become exercisable in full in respect of the aggregate number of shares covered thereby; (ii) in the case of Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted Shares and any related Retained Distributions shall become vested and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement; and (iii) in the case of Restricted Stock Units, the Restriction Period applicable to each such Award of Restricted Stock Units shall be deemed to have expired and all such Restricted Stock Units and any unpaid Dividend Equivalents shall become vested and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement.

(b) Approved Transactions; Board Change; Control Purchase. In the event of any Approved Transaction, Board Change or Control Purchase, notwithstanding any contrary waiting period, installment period, vesting schedule or Restriction Period in any Agreement or in the Plan, unless the applicable Agreement provides otherwise: (i) in the case of an Option or SAR, each such outstanding Option or SAR granted under the Plan shall become exercisable in full in respect of the aggregate number of shares covered thereby; (ii) in the case of Restricted Shares, the Restriction Period applicable to each such Award of Restricted Shares shall be deemed to have expired and all such Restricted Shares and any related Retained Distributions shall become vested and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement; and (iii) in the case of Restricted Stock Units, the Restriction Period applicable to each such Award of Restricted Stock Units shall be deemed to have expired and all such Restricted Stock Units and any unpaid Dividend Equivalents shall become vested and any related cash amounts payable pursuant to the applicable Agreement shall be adjusted in such manner as may be provided in the Agreement, in each case effective upon the Board Change or Control Purchase or immediately prior to consummation of the Approved Transaction. The effect, if any, on a Cash Award of an Approved Transaction, Board Change or Control Purchase shall be prescribed in the applicable Agreement. Notwithstanding the foregoing, unless otherwise provided in the applicable Agreement, the Committee may, in its discretion, determine that any or all outstanding Awards of any or all types granted pursuant to the Plan will not vest or become exercisable on an accelerated basis in connection with an Approved Transaction if effective provision has been made for the taking of such action which, in the opinion of the Committee, is equitable and appropriate to substitute a new Award for such Award or to assume such Award and to make such new or assumed Award, as nearly as may be practicable, equivalent to the old Award (before giving effect to any acceleration of the vesting or exercisability thereof), ~~Central Time,~~taking into account, to the extent applicable, the kind and amount of securities, cash or other assets into or for which the applicable series of Common Stock may be changed, converted or exchanged in connection with the Approved Transaction.

10.2 Termination of Employment or Service.

(a) General. If a Holder’s employment or service shall terminate prior to an Option or SAR becoming exercisable or being exercised (or deemed exercised, as provided in Section 7.2) in full, or during the Restriction Period with respect to any Restricted Shares or any Restricted Stock Units, then such Option or SAR shall thereafter become or be exercisable, and the Holder’s rights to any unvested Restricted Shares, Retained Distributions and related cash amounts and any unvested Restricted Stock Units, unpaid Dividend Equivalents and related cash amounts shall thereafter vest, in each case solely to the extent provided in the

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applicable Agreement; provided, however, that, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) no Option or SAR may be exercised after the scheduled expiration date thereof; (ii) if the Holder’s employment or service terminates by reason of death or Disability, the Option or SAR shall remain exercisable for a period of at least one year following such termination (but not later than the scheduled expiration of such Option or SAR); and (iii) any termination of the Holder’s employment or service for cause will be treated in accordance with the provisions of Section 10.2(b). The effect on ~~May 25, 2016 Vote~~a Cash Award of the termination of a Holder’s employment or service for any reason, other than for cause, shall be prescribed in the applicable Agreement. For the avoidance of doubt, in the discretion of the Committee, an Award may provide that a Holder’s service shall be deemed to have continued for purposes of the Award while a Holder provides services to the Company, any Subsidiary, or any former affiliate of the Company or any Subsidiary.

(b) Termination for Cause. If a Holder’s employment or service with the Company or a Subsidiary of the Company shall be terminated by ~~Internet • Go~~the Company or such Subsidiary for “cause” during the Restriction Period with respect to ~~www.envisionreports.com/LBC • Or scan~~any Restricted Shares or Restricted Stock Units or prior to any Option or SAR becoming exercisable or being exercised in full or prior to the ~~QR code~~payment in full of any Cash Award (for these purposes, “cause” shall have the meaning ascribed thereto in any employment or consulting agreement to which such Holder is a party or, in the absence thereof, shall include insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform such Holder’s duties and responsibilities for any reason other than illness or incapacity; provided, however, that if such termination occurs within 12 months after an Approved Transaction or Control Purchase or Board Change, termination for “cause” shall mean only a felony conviction for fraud, misappropriation, or embezzlement), then, unless otherwise determined by the Committee and provided in the applicable Agreement, (i) all Options and SARs and all unpaid Cash Awards held by such Holder shall immediately terminate, and (ii) such Holder’s rights to all Restricted Shares, Restricted Stock Units, Retained Distributions, any unpaid Dividend Equivalents and any related cash amounts shall be forfeited immediately.

(c) Miscellaneous. The Committee may determine whether any given leave of absence constitutes a termination of employment or service; provided, however, that for purposes of the Plan, (i) a leave of absence, duly authorized in writing by the Company for military service or sickness, or for any other purpose approved by the Company if the period of such leave does not exceed 90 days, and (ii) a leave of absence in excess of 90 days, duly authorized in writing by the Company provided the employee’s right to reemployment is guaranteed either by statute or contract, shall not be deemed a termination of employment. Unless otherwise determined by the Committee and provided in the applicable Agreement, Awards made under the Plan shall not be affected by any change of employment or service so long as the Holder continues to be a Nonemployee Director or an employee or independent contractor of the Company or its Subsidiaries or, in the case of an employee, independent contractor, or director of Liberty Media Corporation or Qurate Retail, Inc., continues to provide services to the Company or its Subsidiaries.

10.3 Right of Company to Terminate Employment or Service. Nothing contained in the Plan or in any Award, and no action of the Company or the Committee with ~~your smartphone • Follow~~respect thereto, shall confer or be construed to confer on any Holder any right to continue in the ~~steps outlined~~employ or service of the Company or any of its Subsidiaries or interfere in any way with the right of the Company or any Subsidiary of the Company to terminate the employment or service of the Holder at any time, with or without cause, subject, however, to the provisions of any employment or consulting agreement between the Holder and the Company or any Subsidiary of the Company, or in the case of a director, to the charter and bylaws, as the same may be in effect from time to time.

10.4 Nonalienation of Benefits. Except as set forth herein, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, hypothecation, pledge, exchange, transfer, garnishment, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, garnish, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the Person entitled to such benefits.

10.5 Written Agreement. Each Award under the Plan shall be evidenced by a written agreement, in such form as the Committee shall approve from time to time in its discretion, specifying the terms and provisions of such Award which may not be inconsistent with the provisions of the Plan; provided, however, that if more than one type of Award is made to the same Holder, such Awards may be evidenced by a single Agreement with such Holder. Each grantee of an Option, SAR, Restricted Shares, Restricted Stock Units or Performance Award (including a Cash Award) shall be notified promptly of such grant, and a written Agreement shall be promptly delivered by the Company. Any such written Agreement may contain (but shall not be required to contain) such provisions as the

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Committee deems appropriate to insure that the penalty provisions of Section 4999 of the Code will not apply to any stock or cash received by the Holder from the Company. Any such Agreement may be supplemented or amended from time to time as approved by the Committee as contemplated by Section 10.7(b).

10.6 Nontransferability. Unless otherwise determined by the Committee and expressly provided for in an Agreement, Awards are not transferable (either voluntarily or involuntarily), before or after a Holder’s death, except as follows: (a) during the Holder’s lifetime, pursuant to a Domestic Relations Order, issued by a court of competent jurisdiction, that is not contrary to the terms and conditions of the Plan or any applicable Agreement, and in a form acceptable to the Committee; or (b) after the Holder’s death, by will or pursuant to the applicable laws of descent and distribution, as may be the case. Any person to whom Awards are transferred in accordance with the provisions of the preceding sentence shall take such Awards subject to all of the terms and conditions of the Plan and any applicable Agreement.

10.7 Termination and Amendment.

(a) General. Unless the Plan shall theretofore have been terminated as hereinafter provided, no Awards may be made under the Plan on or after the fifth anniversary of the Effective Date. The Plan may be terminated at any time prior to such date and may, from time to time, be suspended or discontinued or modified or amended if such action is deemed advisable by the Committee.

(b) Modification. No termination, modification or amendment of the Plan may, without the consent of the Person to whom any Award shall theretofore have been granted, adversely affect the rights of such Person with respect to such Award. No modification, extension, renewal or other change in any Award granted under the Plan shall be made after the grant of such Award, unless the same is consistent with the provisions of the Plan. With the consent of the Holder and subject to the terms and conditions of the Plan (including Section 10.7(a)), the Committee may amend outstanding Agreements with any Holder, including any amendment which would (i) accelerate the time or times at which the Award may be exercised and/or (ii) extend the scheduled expiration date of the Award. Without limiting the generality of the foregoing, the Committee may, but solely with the Holder’s consent unless otherwise provided in the Agreement, agree to cancel any Award under the Plan and grant a new Award in substitution therefor, provided that the Award so substituted shall satisfy all of the requirements of the Plan as of the date such new Award is made. Nothing contained in the foregoing provisions of this Section 10.7(b) shall be construed to prevent the Committee from providing in any Agreement that the rights of the Holder with respect to the Award evidenced thereby shall be subject to such rules and regulations as the Committee may, subject to the express provisions of the Plan, adopt from time to time or impair the enforceability of any such provision.

10.8 Government and Other Regulations. The obligation of the Company with respect to Awards shall be subject to all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including the effectiveness of any registration statement required under the Securities Act of 1933, and the rules and regulations of any securities exchange or association on which the Common Stock may be listed or quoted. For so long as any series of Common Stock are registered under the Exchange Act, the Company shall use its reasonable efforts to comply with any legal requirements (i) to maintain a registration statement in effect under the Securities Act of 1933 with respect to all shares of the applicable series of Common Stock that may be issuable, from time to time, to Holders under the Plan and (ii) to file in a timely manner all reports required to be filed by it under the Exchange Act.

10.9 Withholding. The Company’s obligation to deliver shares of Common Stock or pay cash in respect of any Award under the Plan shall be subject to applicable federal, state and local tax withholding requirements. Federal, state and local withholding tax due at the time of an Award, upon the exercise of any Option or SAR or upon the vesting of, or expiration of restrictions with respect to, Restricted Shares or Restricted Stock Units or the satisfaction of the Performance Objectives applicable to a Performance Award, as appropriate, may, in the discretion of the Committee, be paid in shares of Common Stock already owned by the Holder or through the withholding of shares otherwise issuable to such Holder, upon such terms and conditions (including the conditions referenced in Section 6.5) as the Committee shall determine. For the avoidance of doubt, the Committee may, in its discretion, allow for tax withholding in respect of any Award up to the maximum withholding rate applicable to the Holder. If the Holder shall fail to pay, or make arrangements satisfactory to the Committee for the payment to the Company of, all such federal, state and local taxes required to be withheld by the Company, then the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to such Holder an amount equal to any federal, state or local taxes of any kind required to be withheld by the Company with respect to such Award.

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10.10 Nonexclusivity of the Plan. The adoption of the Plan by the Board shall not be construed as creating any limitations on the ~~secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within~~power of the ~~USA, US territories & Canada on~~Board to adopt such other incentive arrangements as it may deem desirable, including the granting of stock options and the awarding of stock and cash otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

10.11 Exclusion from Other Plans. By acceptance of an Award, unless otherwise provided in the applicable Agreement, each Holder shall be deemed to have agreed that such Award is special incentive compensation that will not be taken into account, in any manner, as salary, compensation or bonus in determining the amount of any payment under any pension, retirement or other benefit plan, program or policy of the Company or any Subsidiary of the Company. In addition, each beneficiary of a ~~touch-tone telephone • Follow~~deceased Holder shall be deemed to have agreed that such Award will not affect the ~~instructions~~amount of any life insurance coverage, if any, provided by the ~~recorded message Using~~Company on the life of the Holder which is payable to such beneficiary under any life insurance plan of the Company or any Subsidiary of the Company.

10.12 Unfunded Plan. Neither the Company nor any Subsidiary of the Company shall be required to segregate any cash or any shares of Common Stock which may at any time be represented by Awards, and the Plan shall constitute an “unfunded” plan of the Company. Except as provided in Article VIII with respect to Awards of Restricted Shares and except as expressly set forth in an Agreement, no Holder shall have voting or other rights with respect to the shares of Common Stock covered by an Award prior to the delivery of such shares. Neither the Company nor any Subsidiary of the Company shall, by any provisions of the Plan, be deemed to be a ~~black ink pen, mark your votes~~trustee of any shares of Common Stock or any other property, and the liabilities of the Company and any Subsidiary of the Company to any Holder pursuant to the Plan shall be those of a debtor pursuant to such contract obligations as are created by or pursuant to the Plan, and the rights of any Holder, former service provider or beneficiary under the Plan shall be limited to those of a general creditor of the Company or the applicable Subsidiary of the Company, as the case may be. In its sole discretion, the Board may authorize the creation of trusts or other arrangements to meet the obligations of the Company under the Plan, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

10.13 Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware.

10.14 Accounts. The delivery of any shares of Common Stock and the payment of any amount in respect of an XAward shall be for the account of the Company or the applicable Subsidiary of the Company, as ~~shown~~the case may be, and any such delivery or payment shall not be made until the recipient shall have paid or made satisfactory arrangements for the payment of any applicable withholding taxes as provided in Section 10.9.

10.15 Legends. Any statement of ownership evidencing shares of Common Stock subject to an Award shall bear such legends as the Committee deems necessary or appropriate to reflect or refer to any terms, conditions or restrictions of the Award applicable to such shares, including any to the effect that the shares represented thereby may not be disposed of unless the Company has received an opinion of counsel, acceptable to the Company, that such disposition will not violate any federal or state securities laws.

10.16 Company’s Rights. The grant of Awards pursuant to the Plan shall not affect in any way the right or power of the Company to make reclassifications, reorganizations or other changes of or to its capital or business structure or to merge, consolidate, liquidate, sell or otherwise dispose of all or any part of its business or assets.

10.17 Section 409A. The Plan and the Awards made hereunder are intended to be (i) “stock rights” exempt from Section 409A of the Code (“Section 409A”) pursuant to Treasury Regulations § 1.409A-1(b)(5), (ii) “short-term deferrals” exempt from Section 409A or (iii) payments which are deferred compensation and paid in compliance with Section 409A, and the Plan and each Agreement shall be interpreted and administered accordingly. Any adjustments of Awards intended to be “stock rights” exempt from Section 409A pursuant to Treasury Regulations § 1.409A-1(b)(5) shall be conducted in a manner so as not to constitute a grant of a new stock right or a change in the time and form of payment pursuant to Treasury Regulations §1.409A-1(b)(5)(v). In the event an Award is not exempt from Section 409A, (x) payment pursuant to the relevant Agreement shall be made only on a permissible payment event or at a specified time in compliance with Section 409A, (y) no accelerated payment shall be made pursuant to Section 10.1(b) unless the Board Change, Approved Transaction or Control Purchase constitutes a “change in control event” under Treasury Regulations §1.409A-3(i)(5) or otherwise constitutes a permissible payment event under Section 409A and (z) no amendment or modification of such Award may be made except in compliance with the anti-deferral and anti-acceleration provisions of Section 409A. No deferrals of compensation otherwise payable under the Plan or any Award shall be allowed, whether at the discretion of the

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Company or the Holder, except in a manner consistent with the requirements of Section 409A. If a Holder is identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which such Holder has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Holder’s separation from service, (2) the date of the Holder’s death, or (3) such earlier date as complies with the requirements of Code Section 409A.

10.18 Administrative Blackouts. In addition to its other powers hereunder, the Committee has the authority to suspend (i) the exercise of Options or SARs and (ii) any other transactions under the Plan as it deems necessary or appropriate for administrative reasons.

10.19 Clawback Policy. Notwithstanding any other provisions in this ~~example. Please do not write outside~~Plan, any Award shall be subject to recovery or clawback by the ~~designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET~~Company under any clawback policy adopted by the Company in accordance with SEC regulations or other applicable law, as amended or superseded from time to time.

10.20 Stock Ownership Guidelines. Any Award shall be subject to any applicable stock ownership guidelines adopted by the Company, as amended or superseded from time to time.

A-14 | Liberty Broadband Corporation 2019 Proxy Statement

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR ~~TELEPHONE, FOLD ALONG THE PERFORATION,~~BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN ~~THE BOTTOM~~THIS PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR each nominee listed in Proposal 1 and FOR Proposal 2. + 1. Election of Directors: 01 - Gregory B. Maffei For Withhold 02 - Richard R. Green ForAgainst AbstainONLY E76392-P18872 2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, ~~2016. B Non-Voting Items Change of Address —~~2019. 3. A proposal to adopt the Liberty Broadband Corporation 2019 Omnibus Incentive Plan. Please ~~print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right~~indicate if you plan to attend this meeting. For address changes and/or comments, please check this box and write them on the ~~Annual Meeting. C Authorized Signatures — This section must be completed~~back where indicated. ! ! ! For All Withhold All For All Except For Against Abstain ! ! ! ! ! ! ! ! ! Yes No LIBERTY BROADBAND CORPORATION To withhold authority to vote for ~~your~~any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O LIBERTY BROADBAND CORPORATION P.O. BOX 1342 BRENTWOOD, NY 11717 The Board of Directors recommends a vote ~~to be counted. — Date~~FOR each nominee listed in Proposal 1. The Board of Directors recommends a vote FOR Proposals 2 and ~~Sign Below~~3. 1. Election of Directors Nominees: 01) Richard R. Green 02) Gregory B. Maffei NOTE: Such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign ~~your name~~ exactly as ~~it appears~~your name(s) appear(s) hereon. When signing as attorney, executor, administrator, ~~trustee~~ or ~~guardian,~~other fiduciary, please ~~add your~~give full title as such. ~~When signing as joint tenants, all parties in the joint tenancy~~Joint owners should each sign personally. All holders must sign. If a ~~signer is a~~ corporation or partnership, please sign in full corporate or partnership name by ~~duly~~ authorized officer. ~~Date (mm/dd/yyyy) — Please print~~SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 22, 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 22, 2019. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date ~~below. Signature 1 — Please keep signature within~~your proxy card and return it in the ~~box. Signature 2 — Please keep signature within~~postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TABLE OF CONTENTS

Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the ~~box. + 1 U P X 02BVNA~~reverse side.) Important Notice Regarding the Availability of Proxy Materials for the Annual ~~Meeting~~Meeting: The Proxy ~~Card X IMPORTANT ANNUAL MEETING INFORMATION~~

~~. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy —~~Statement and Annual Report are available at www.proxyvote.com. E76393-P18872 LIBERTY BROADBAND CORPORATION ~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS~~Annual Meeting of Stockholders May ~~25, 2016~~23, 2019, 8:00 a.m. local time This proxy is solicited by the Board of Directors The undersigned hereby appoint(s) Richard N. Baer and ~~Christopher W. Shean,~~Mark D. Carleton, or either of them, as proxies, each with the power to appoint his substitute, and hereby ~~authorizes~~authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Series A common stock and/or Series B common stock held by the undersigned at the Annual Meeting of Stockholders to be held at 8:1500 a.m., local time, on May ~~25, 2016,~~23, 2019, at the corporate offices of ~~Starz, 8900~~ Liberty ~~Circle,~~Broadband Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112 and any adjournment or postponement thereof, with all the powers the undersigned would possess if present in person. All previous proxies given with respect to the meeting are revoked. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ~~EACH NOMINEE~~THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR ~~PROPOSAL 2.~~PROPOSALS 2 AND 3. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. CONTINUED AND TO BE SIGNED ON REVERSE SIDE

. + Vote by Internet • Go to www.envisionreports.com/LBC • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Important Notice Regarding the Availability of Proxy Materials for the Liberty Broadband Corporation Stockholder Meeting to be Held on May 25, 2016 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at: www.envisionreports.com/LBC Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 1: Go to www.envisionreports.com/LBC to view the materials. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. g When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 10, 2016 to facilitate timely delivery. + 02BVPB Stockholder Meeting Notice IMPORTANT ANNUAL MEETING INFORMATION

. Stockholder Meeting Notice Liberty Broadband Corporation’s Annual Meeting of Stockholders will be held on May 25, 2016 at the corporate offices of Starz, 8900 Liberty Circle, Englewood, Colorado 80112, at 8:15 a.m., local time. For directions to the Annual Meeting of Stockholders (where you may vote in person), please call (720) 875-5700. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR each nominee listed in Proposal 1 and FOR Proposal 2. 1.ELECTION OF DIRECTORS Nominees: 01 - Gregory B. Maffei 02 - Richard R. Green 2.A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2016. PLEASE NOTE – THIS NOTICE IS NOT A PROXY CARD AND ACCORDINGLY YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. g Internet – Go to www.envisionreports.com/LBC. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. Email – Send an email to investorvote@computershare.com with “Proxy Materials Liberty Broadband Corporation” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 10, 2016. g g 02BVPB


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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

Name	Title of Series	Amount and Nature of Beneficial Ownership (In thousands)		Percent of Series (%)		Voting Power (%)
John C. Malone Chairman of the Board	LBRDA		1,282(1)(2)(3)		4.9		49.0
	LBRDB		2,364(1)(4)(5)		96.3
	LBRDK		3,146(1)(2)(3)(5)		2.1
Gregory B. Maffei President, Chief Executive Officer and Director	LBRDA		750(6)(7)(8)(9)		2.8		1.6
	LBRDB		9		*
	LBRDK		2,584(6)(7)(8)(9)		1.7
Richard R. Green Director	LBRDA		**(10)		*		*
	LBRDB		—		—
	LBRDK		22(6)(10)		*
J. David Wargo Director	LBRDA		93(11)(12)		*		*
	LBRDB		—		—
	LBRDK		304(6)(11)(12)		*
John E. Welsh III Director	LBRDA		5		*		*
	LBRDB		—		—
	LBRDK		15(6)		*
Richard N. Baer Chief Legal Officer	LBRDA		—		—		—
	LBRDB		—		—
	LBRDK		—		—
Mark D. Carleton Chief Financial Officer	LBRDA		18(6)		*		*
	LBRDB		—		—
	LBRDK		73(6)		*
Albert E. Rosenthaler Chief Corporate Development Officer	LBRDA		17		*		*
	LBRDB		—		—
	LBRDK		35		*

	2018			2017

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


		~~Submitted by the Members of the Compensation Committee~~
		~~J. David Wargo~~ ~~Richard R. Green~~ ~~John E. Welsh III~~


		~~Submitted by the Members of the Audit Committee~~ 26 \| Liberty Broadband Corporation 2019 Proxy Statement
		~~John E. Welsh III~~ ~~Richard R. Green~~ ~~J. David Wargo~~

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		—		—		—		—		—		—		—		—



			Estimated Future Payouts under Non-equity Incentive Plan Awards
										Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)			Grant Date Fair Value of Stock and Option Awards ($)
Gregory B. Maffei
LBRDK		01/14/2015		—		—		—	48,152		2,310,814	(1)
Richard N. Baer
LBRDK		01/14/2015		—		—		—	2,929		140,563	(1)
Albert E. Rosenthaler
LBRDK		01/14/2015		—		—		—	3,064		147,041	(1)
Christopher W. Shean
LBRDK		01/14/2015		—		—		—	2,778		133,316	(1)

	Option Awards				Stock Awards

Name	Number of shares acquired on exercise (#)(1)		Value realized on exercise ($)		Number of shares acquired on vesting (#)(1)		Value realized on vesting ($)
Gregory B. Maffei
LBRDA		109,229		1,779,340		—		—
LBRDK		220,734		3,635,489		48,152		2,600,208
Richard N. Baer
LBRDA		—		—		2,421		120,493
LBRDK		—		—		7,772		399,929
Albert E. Rosenthaler
LBRDA		1,032		20,609		4,772		—	(2)
LBRDK		39,440		954,066		12,609		165,456	(2)
Christopher W. Shean
LBRDA		—		—		4,772		—	(2)
LBRDK		—		—		12,323		150,012	(2)

Name	Voluntary Termination Without Good Reason ($)		Termination for Cause ($)		Termination Without Cause or for Good Reason ($)		Death ($)		Disability ($)		After a Change in Control ($)

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

Gregory B. Maffei
Options/SARs	16,384,232	(1)	16,384,232	(1)	19,605,134	(2)	22,024,232	(3)	22,024,232	(3)	22,024,232	(3)

Total	16,384,232		16,384,232		19,605,134		22,024,232		22,024,232		22,024,232



Richard N. Baer
Options/SARs	762,088	(1)	762,088	(1)	1,524,214	(4)	1,524,214	(3)	1,524,214	(3)	1,524,214	(3)
Restricted Stock	—		—		376,254	(4)	376,254	(3)	376,254	(3)	376,254	(3)

Total	762,088		762,088		1,900,469		1,900,469		1,900,469		1,900,469



Albert E. Rosenthaler
Options/SARs	810,148	(1)	—		810,148	(4)	810,148	(3)	810,148	(3)	810,148	(3)

Total	810,148		—		810,148		810,148		810,148		810,148



Christopher W. Shean
Options/SARs	1,421,875	(1)	—		1,421,875	(4)	1,421,875	(3)	1,421,875	(3)	1,421,875	(3)

Total	1,421,875		—		1,421,875		1,421,875		1,421,875		1,421,875

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

Name(1)

John C. Malone	—	—	—	—		—
Donne Fisher(4)	42,500	18,236	—	—		60,736
Richard R. Green	85,000	—	98,514	—		183,514
J. David Wargo(5)	63,494	—	142,080	—		205,574
John E. Welsh III	85,000	—	49,264	15,058	(6)	149,322



Options/SARs
LBRDA	—	1,581	—	—	—
LBRDK	—	3,197	11,076	10,319	7,366
Restricted Stock
LBRDA	—	—	—	—	—
LBRDK	—	—	—	—	—

Plan Category		Weighted average exercise price of outstanding options, warrants and rights

Equity compensation plans approved by security holders:
Liberty Broadband Corporation 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015)				6,776,977	(1)
LBRDA	—	$	—
LBRDB	—		—
LBRDK	1,528,761	$	48.14
Liberty Broadband Corporation Transitional Stock Adjustment Plan				—	(2)
LBRDA	629,524	$	32.36
LBRDB	—		—
LBRDK	1,232,091	$	32.34
Equity compensation plans not approved by security holders: None
Total

LBRDA	629,524



LBRDB	—



LBRDK	2,760,852



				6,776,977