UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the

Securities Exchange Act of 1934 (Amendment No.      )


Filed by the Registrant  x☒                            

Filed by a Party other than the Registrant  ☐¨

Check the appropriate box:

¨☐Preliminary Proxy Statement
¨☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x☒Definitive Proxy Statement
¨☐Definitive Additional Materials
¨☐Soliciting Material Pursuant to §Section 240.14a-11(c) or Section 240.14a-12

LIBERTY GLOBAL PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x☒No fee required.
¨☐Fee paid previously with preliminary materials.
☐Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.0-11
(1)Title of each class of securities to which transaction applies:


(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
¨    Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:


LOGO

April 25, 2016

29, 2022

Dear Shareholder:

You are invited to attend the 20162022 Annual General Meeting of Shareholders (the AGM) of Liberty Global plc to be held at 2:00 p.m. BST (9:00 a.m.a.m Eastern time), on Thursday,Wednesday, June 16, 2016,15, 2022, at Broadgate West, 9 Appold Street, London EC2A 2AP, U.K., telephone number +44 (0)20 7655 5000.

As a result of regulations and guidelines related to the ongoing COVID-19 pandemic, physical attendance at the meeting may be subject to restrictions or limitations based upon company policy. For up-to-date information, please refer to our website at https://www.libertyglobal.com/investors/investor-relations/.

The accompanying notice of the annual general meeting of shareholders and proxy statement describes the meeting, the resolutions you will be asked to consider and vote upon and related matters.

Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the 20162022 Annual General Meeting, please read the enclosed proxy materials and vote as soon as possible to make sure that your shares are represented. You may vote via the internet or, if you receive a printed copy of your proxy materials, you may vote by mail by promptly signing, dating and returning your proxy card in the envelope provided.

Thank you for your continued support and interest in our company.

Sincerely,

LOGO

Michael T. Fries

President and Chief Executive Officer

Liberty Global plc



161 Hammersmith Road, London W6 8BS, United Kingdom, Registered in England Nr 8379990, www.libertyglobal.com



LOGO

LIBERTY GLOBAL PLC

Notice of Annual General Meeting of Shareholders

to be Held June 16, 2016

15, 2022

The 20162022 Annual General Meeting of Shareholders (the AGM)AGM) of Liberty Global plc (Liberty Global)(Liberty Global) will be held at 2:00 p.m. BST (9:00 a.m.a.m Eastern time), on Thursday,Wednesday, June 16, 2016,15, 2022, at Broadgate West, 9 Appold Street, London U.K., EC2A 2AP, U.K., telephone number +44 (0)20 7655 5000, for the following purposes:

1.To elect

Elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.2025 or until a successor in interest is appointed.

2.To elect

Elect Marisa D. Drew as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2025 or until a successor in interest is appointed.

3.

Elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.2025 or until a successor in interest is appointed.

3.4.To elect David

Elect Daniel E. RapleySanchez as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.2025 or until a successor in interest is appointed.

4.5.To approve

Approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2015,2021, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).

5.6.To ratify

Ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2016.2022.

6.7.To appoint

Appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (the Companies Act) (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).

7.8.To authorize

Authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

9.

Authorize Liberty Global’s board of directors in accordance with Section 570 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authority conferred under section 551 of the Companies Act by resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, without the rights of preemption provided by Section 561 of the Companies Act.

8.To authorize10.

Authorize Liberty Global and its subsidiaries to make political donations andto political parties, independent election candidates and/or political organizations other than political parties and/or incur political expenditures of up to $1,000,000 under the U.K. Companies Act 2006.Act.

11.

Approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2022 AGM.

Please refer to the proxy statement for detailed information on each of these resolutions. We encourage you to read the proxy statement in its entirety before voting. Our board of directors has approved each resolution and recommends that the shareholders entitled to vote at the AGM vote “FOR” each of the resolutions. No shareholder has

proposed, in accordance with sections 100 through 102 of our articles of association, any additional resolutions to be brought before the AGM.

All of the resolutions

Resolutions 1 through 8 and 10 through 11 will be proposed as ordinary resolutions, which means that, assuming a quorum is present, each resolution will be approved if a simple majority of votes cast are cast in favor thereof. Resolution 9 will be proposed as a special resolution, which means that, assuming a quorum is present, the resolution will be approved if 75% of the votes cast are cast in favor thereof.

With respect to the advisory vote on resolution 45 regarding approving our U.K. statutory implementation report for the year ended December 31, 2015,2021, the result of the vote on such resolution will not require our board of directors or any committee thereof to take any action. Our board of directors will, however, carefully consider the outcome of the advisory vote on the resolution, as itour board values the opinions of our shareholders.

During the AGM, our board of directors will lay before our company our U.K. annual report and accounts for the year ended December 31, 2015,2021, which report includes our statutory accounts, the U.K. Statutory Directors’ Report and the statutory Auditors’ Report for the year ended December 31, 2015.

2021.

All shareholders of Liberty Global are cordially invited to attend the AGM. As a result of regulations and guidelines related to the ongoing COVID-19 pandemic, physical attendance at the meeting may be subject to restrictions or limitations based upon company policy. For up-to-date information, please refer to our website at https://www.libertyglobal.com/investors/investor-relations/.

All shareholders of record of Liberty Global Class A ordinary shares or Liberty Global Class B ordinary shares of Liberty Global (collectively, the voting shares) as of 10:00 p.m. BSTBritish Summer Time (5:00 p.m. Eastern time),Time) on April 25, 2016,28, 2022, the record date for the AGM, are entitled to notice of the AGM or any adjournment thereof but only shareholders of record of Liberty Global Class A ordinary shares, Liberty Global Class B ordinary shares, LiLAC Class A ordinary shares or LiLAC Class B ordinary shares (collectively, the voting shares) as



of the record dateand are entitled to vote at the AGM or any adjournment thereof. The holders of our voting shares will vote together as a single class on each of the above resolutions. A list of shareholders entitled to vote at the AGM will be available at our offices at 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 U.S., for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM.
The shareholders of record of Liberty Global Class C ordinary shares are not entitled to vote on the resolutions to be presented at the AGM. As noted above, due to the ongoing COVID-19 pandemic, we may have some restrictions on building access and room occupancy in accordance with company policy and relevant government orders and guidelines. If you plan to inspect materials in person in London or Denver, please monitor our website at https://www.libertyglobal.com/investors/investor-relations, for the most up-to-date information on building access.

Your vote is important, regardless of the number of shares you own. To make sure your shares are represented at the AGM, please vote as soon as possible, whether or not you plan to attend the AGM. You may vote by proxy either over the internet or by requesting a proxy card to complete, sign and promptly return in the postage-paid envelope (if mailed in the U.S.).

If you vote via the internet, your vote must be received by 6:00 a.m. BST (1:00 a.m. Eastern time), on June 16, 2016.15, 2022. You may revoke your proxy in the manner described in the accompanying proxy statement.

By Order of the Board of Directors,

LOGO

Bryan H. Hall

Secretary

April 25, 2016



29, 2022

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL GENERAL MEETING, PLEASE VOTE VIA THE INTERNET AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, REQUEST A PAPER PROXY CARD TO COMPLETE, SIGN AND RETURN BY MAIL.





























161 Hammersmith Road, London W6 8BS, United Kingdom, Registered in England Nr 8379990, www.libertyglobal.com



TABLE OF CONTENTS

TABLE OF CONTENTS

PROXY STATEMENT

1
Page
Number
PROXY STATEMENT

1

Voting Matters and Board Recommendations
1

  2

QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING

3

  3
CORPORATE GOVERNANCE

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

8

Security Ownership of Certain Beneficial Owners

Governance Guidelines
8

Security Ownership of Management

Director Independence
8
9

Change in Control

12

Delinquent Section 16(a) Reports

12

CORPORATE GOVERNANCE

13

Governance Guidelines

13

Director Independence

13

Board Leadership Structure

8
13

Risk Oversight

8
13
Risk Assessment of Compensation Programs

10

Code of Business Conduct and Code of Ethics

10
14

Corporate Responsibility

Political Contributions
10
15

Diversity, Equity and Inclusion

16

Political Contributions

16

Shareholder Communication with Directors

10

  17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

11Policies Regarding Hedging

Security Ownership of Certain Beneficial Owners
11
Security Ownership of Management
14
Change in Control
18
Section 16(a) Beneficial Ownership Reporting Compliance
18

  17
RESOLUTIONS 1, 2

BOARD AND 3

19
Vote and Recommendation
19
Nominees for Election of Directors
19
Directors Whose Term Expires in 2017
21
Directors Whose Term Expires in 2018
23
COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE
26
Board Meetings
29
Director Attendance at Annual General Meetings
29
Executive Sessions
29

  18

Board Membership Change-over and Experience

18

Committees of the Board

19

Director Biographies

23

MANAGEMENT OF LIBERTY GLOBAL

30
Executive Officers
30
Involvement in Certain Proceedings
31

  30

Executive Officers

30

EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

32

Executive Summary

32

Compensation Discussion and Analysis

34

Overview of Compensation Process

34

Compensation Philosophy and Goals

35

Summary of Key Executive Compensation Principles

35

Long-Term Contracts

38

Setting Executive Compensation

38

Elements of Our Compensation Packages

38

Recoupment Policy

48

Post-Employment Benefits and Change inControl

49

Timing of Equity Awards

49

Compensation Committee Report

49
50

Summary Compensation

51
50

Grants of Plan-Based Awards

54
53

Narrative to Summary Compensation and Grants of Plan-Based Awards Table

55
56

Outstanding Equity Awards at Fiscal Year-End

55
57

Option Exercises and Shares Vested

61
60

Deferred Compensation Plan

61
60

Employment and Other Agreements

63
61
Aircraft Policy

66

Potential Payments uponUpon Termination or Change in Control
66
Director Compensation
74
2015 Compensation of Liberty Global Directors
76

  66
RESOLUTION 4

Termination of Employment

80
67

Change in Control

69

CEO Pay Ratio

71

Director Compensation

72

2021 Compensation of Directors

75

INCENTIVE PLANS

77

RESOLUTIONS 1, 2, 3 and 4

80

Vote and Recommendation

80

  

i


80

RESOLUTION 5

  81
RESOLUTIONS 5, 6 AND 7

81

Vote and Recommendation

81

RESOLUTIONS 6, 7 and 8

82

Vote and Recommendation

82

Audit Fees and All Other Fees

82

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

82
83

Audit Committee Report

83

  84

RESOLUTION 89

85

Vote and Recommendation

85

  86
INCENTIVE PLANS

86RESOLUTION 10

  87
CERTAIN TRANSACTIONS

87Vote and Recommendation

Certain Relationships
87

  88
SHAREHOLDER RESOLUTIONS

88RESOLUTION 11

  89
SHAREHOLDER RIGHTS

88Vote and Recommendation

  91

CERTAIN TRANSACTIONS

92

Certain Relationships

92

SHAREHOLDER RESOLUTIONS

92

SHAREHOLDER RIGHTS

93

FINANCIAL REPORTING STANDARDS

88

  93

APPENDIX A: DIRECTORS’ REMUNERATION REPORT

A-1

Annual Statement of the Chairman of the Compensation Committee

A-1

Consideration of Shareholder Views

A-2

Annual Compensation Report

A-2
A-3



ii


LIBERTY GLOBAL PLC

161 Hammersmith Road, London W6 8BS

United Kingdom

Registered in England Nr 8379990

PROXY STATEMENT FOR THE


20162022 ANNUAL GENERAL MEETING OF SHAREHOLDERS


We are furnishing this proxy statement to holders of record as of 10:00 p.m. BSTBritish Summer Time (5:00 p.m. Eastern time)Time) on April 25, 2016,28, 2022, of Liberty Global Class A ordinary shares or Liberty Global Class B ordinary shares, LiLAC Class A ordinary shares or LiLAC Class B ordinary shares, each with nominal value $0.01 per share, of Liberty Global plc, a public limited company organized under the laws of England and Wales (Liberty Global), in connection with our board of directors soliciting your proxy to vote at our 20162022 Annual General Meeting of Shareholders (the AGM) or at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders (the Meeting Notice). This proxy statement is also being furnished to holders of our non-voting Liberty Global Class C ordinary shares and LiLAC Class C ordinary shares, each with nominal value $0.01 per share, for informational purposes only. Under English law, holders of a company’s ordinary shares are referred to as “members”, but for convenience, they are referred to in this proxy statement as “shareholders”.

As permitted by the Securities and Exchange Commission (SEC) rules and regulations in the United States (U.S.) and the United Kingdom Companies Act 2006 (the Companies Act), instead of mailing a printed copy of our proxy materials, including the form of proxy card and our annual report to each shareholder of record, we are furnishing our proxy materials and annual report to our shareholders over the internet. It is anticipated that the Notice of Internet Availability of Proxy Materials (the Internet Notice) will be first mailed to our shareholders on or about May 3, 2016.6, 2022. If you received the Internet Notice by mail, you will not receive a printed copy of the proxy materials or annual report, unless specifically requested. In addition to the annual report accompanying our proxy materials as required by the rules and regulations of the SEC, we are also providing our United Kingdom (U.K.) annual report and accounts for the year ended December 31, 20152021 (the U.K. Report and Accounts) as required by the Companies Act. The U.K. Report and Accounts includes the U.K. statutory accounts, the U.K. statutory Directors’ Report and the U.K. Auditors’ Report and is being made available at the same time and by the same methods as our proxy materials and annual report. If you would like to receive a printed copy of our U.K. Report and Accounts, please follow the instructions for requesting such report included in the Internet Notice.

Voting Matters and Board Recommendations

Set forth below is a brief summary of the resolutions to be passed at the AGM. Because this is a summary, we encourage you to read the full proxy statement for all the details. As a company incorporated in England and Wales and listed on NASDAQ, we have resolutions that are required under both U.K. and U.S. rules and regulations. The board of directors recommendrecommends that the holders of our Liberty Global Class A shares and Liberty Global Class B shares LiLAC Class A shares and LiLAC Class B shares (collectively, the voting shares) vote “FOR” each of the following resolutions:

1.

Resolution

To elect

Issue

Board Recommendation

1-4

Election of Directors

•   Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.

•   Marisa D. Drew

•   Richard R. Green

•   Daniel E. Sanchez

FOR
2.5To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.U.K. Advisory Vote on Director CompensationFOR
3.6-8To elect David E. Rapley

Auditor Related Resolutions

•   Ratification of KPMG as a director of Liberty Global for a term expiring at the annual general meetingIndependent Auditor

•   Appoint KPMG as Statutory Auditor

•   Authorize Audit Committee to be held in 2019.Determine Statutory Auditor Fees

FOR
4.9To approve on an advisory basis the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2015, contained in Appendix A of this proxy statement (in accordance with requirements applicable to U.K. companies).Waive Preemptive RightsFOR
5.10To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2016.Authorize Political ContributionsFOR
6.11To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).Authorize Share BuybacksFOR
7.To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

8.To authorize Liberty Global and its subsidiaries to make political donations and incur political expenditures of up to $1,000,000 under the Companies Act.

No shareholder has proposed, in accordance with sections 100 through 102 of our articles of association, any additional resolutions to be brought before the AGM.

The AGM may be adjourned to another date, time or place for proper purposes, including for the purpose of soliciting additional proxies to vote on the resolutions.


QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING

The questions and answers below highlight only selected information about the AGM and how to vote your shares. You should read carefully the entire proxy statement, including the Appendix,Appendices, before voting.

When and where is the AGM?

The AGM will be held at 2:00 p.m. BST (9:00 a.m.a.m Eastern time), on Wednesday, June 16, 201615, 2022, at Broadgate West, 9 Appold Street, London EC2A 2AP, U.K., telephone number +44 (0)20 7655 5000.

As a result of regulations and guidelines, physical attendance at the meeting may be subject to restrictions or limitations based upon company policy. For up-to-date information, please refer to our website at https://www.libertyglobal.com/investors/investor-relations/.

What is the record date for the AGM?

The “record date” for the AGM is 10:00 p.m. BSTBritish Summer Time (5:00 p.m. Eastern time),Time) on April 25, 2016.

28, 2022.

What is the purpose of the AGM?

The purpose of the AGM is to consider and vote on each of the resolutions listed in the Meeting Notice and more fully described in this proxy statement. The resolutions in the Meeting Notice are the only items to be acted upon at the AGM. In the event there is a resolution to adjourn or postpone the AGM, the officers designated as proxies will have discretion to vote on such resolution, unless the resolution is to adjourn or postpone the AGM for the purpose of soliciting additional proxies.

What are the requirements to elect the directors and approve each of the other resolutions?

You may cast your vote for or against resolutions 1 through 811 or abstain from voting your shares on one or more of these resolutions.

The affirmative vote of a simple majority of the votes cast by the holders of our voting shares voting together as a single class is required to approve each of the resolutions.resolutions 1 through 8 and 10 through 11. For example, in regard to the election of directors at the AGM, a nominee for director will be elected to our board if the votes cast “For” such nominee exceed the votes cast “Against” such nominee’s election.

Resolution 4 regarding the annual report on the implementation The affirmative vote of at least 75% of the directors’ compensation policy as reported in this proxy statement (in accordance with requirements applicable to U.K. companies) is advisory in nature. Accordingly,votes cast by the outcome of this advisory vote is not binding on Liberty Global, our board of directors or our compensation committee. Our board, however, values the opinionsholders of our shareholders and will consider the outcome of the advisory vote in respect ofvoting shares voting together as a single class is required to approve resolution 4.
9.

How many votes do shareholders have at the AGM?

Only holders of record of our voting shares as of the record date are entitled to vote at our AGM. As of the most recent practicablerecord date, April 15, 2016, we hadexpect to have outstanding and entitled to vote at the meeting 253,083,831approximately 175,141,220 Liberty Global Class A shares 10,805,850and 12,994,000 Liberty Global Class B shares, 12,657,426 LiLAC Class A shares and 540,089 LiLAC Class B shares. Our voting shares are our only voting ordinary shares and vote together as a single class on all matters. Each Liberty Global Class A share and LiLAC Class A share has one vote and each Liberty Global Class B share and LiLAC Class B share has ten votes on each matter on which holders of ordinary shares of such classes are entitled to vote at the AGM. The Liberty Global Class C shares and LiLAC Class C shares are non-voting, except where otherwise required by the Companies Act and our articles of association.

As of the most recent practicablerecord date, April 15, 2016, we had 102expect to have approximately 1,200 record holders of Liberty Global Class A shares 10and six record holders of Liberty Global Class B shares, 30 record holders of LiLAC Class A shares and 4 record holders of LiLAC Class B shares. SuchThese amounts do not include the number of shareholders whose ordinary shares are held of record by banks, brokers or other nominees, but include each such institution as one holder.


What is the difference between a shareholder of record and a beneficial owner?

These terms describe how your shares are held. If your shares are registered directly in your name with Computershare, our transfer agent, you are a shareholder of record and the proxy materials or the Internet Notice are being sent directly to you by Liberty Global. If your shares are held in the name of a broker, bank or other nominee, you are a beneficial owner of the shares held in street name and the proxy materials or the Internet Notice are being made available or forwarded to you by your broker, bank or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following the instructions on the proxy card or Internet Notice.

What do shareholders need to do to vote on the resolutions?

Voting on the resolutions will be by a poll. If you are a shareholder of record, then, after carefully reading and considering the information contained in this proxy statement, you may appoint a proxy to vote on your behalf. The Internet Notice will instruct you as to how you may access and review the information in the proxy materials and how you may submit your proxy to vote over the internet. When you log onto the internet website address, you will receive instructions on how to vote your shares. The internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting shareholder separately. Voting through the internet will be voting by proxy. If you receive a paper copy of the proxy materials, you may also follow the instructions contained therein to submit a proxy and to vote either by submitting a paper proxy or over the internet.

If you are a beneficial owner,you should follow the directions provided by your broker, bank or other nominee as to how to vote your shares or when granting or revoking a proxy.

To be valid, the submission of a proxy via the internet must be received by 6:00 a.m. BSTBritish Summer Time (1:00 a.m. Eastern time)Time) on June 16, 2016.

15, 2022.

How do I vote my shares that are held in our 401(k) Plans?

Plan

If you hold Liberty Global Class A shares or LiLAC Class A shares through your account in the Liberty Global 401(k) Savings and Stock Ownership Plan (the 401(k) Plan), which plan is for employees of our subsidiary, Liberty Global, Inc. (LGI), or through your account in the Liberty Puerto Rico 401(k) Savings Plan, which istrustee for employees of our indirect subsidiary Liberty Cablevision of Puerto Rico, LLC, the trustees for each such plan areis required to vote your Liberty Global Class A shares and LiLAC Class A shares as you specify. To allow sufficient time for the trusteestrustee to vote your Liberty Global Class A shares and LiLAC Class A shares, your voting instructions must be received by 10:5:00 p.m. BST (5:a.m. British Summer Time (12:00 p.m.a.m. Eastern time)Time) on June 13, 2016.9, 2022. To vote such shares, please follow the instructions provided by the trustee for each such plan.

What if I do not specify a choice for a resolution in my proxy?

All voting shares properly voted via the internet at or prior to 6:00 a.m. BSTBritish Summer Time (1:00 a.m. Eastern time)Time) on June 16, 2016,15, 2022, and all voting shares represented by properly executed paper proxies received prior to or at the AGM and, in each case, not revoked, will be voted in accordance with the instructions so provided. If you are a shareholder of record and no specific instructions are given, the voting shares represented by a properly executed proxy will be voted in favor of each of the resolutions, 1-8.

as listed in the Meeting Notice.

If you are a beneficial owner, your broker, bank andor other nominee may exercise discretion in voting on routine matters but may not exercise discretion and vote on non-routine matters. Resolutions 5, 6, 7 and 78 are considered routine and your broker, bank or other nominee may, at their discretion, vote on these resolutions without instructions from you. The remaining resolutions 1-4 and 8 are considered non-routine matters and thus your broker, bank or other nominee may not vote on these resolutions without instructions from you.


What if I respond and indicate that I am abstaining from voting?

A properly submitted proxy marked “ABSTAIN”, although counted for purposes of determining whether there is a quorum and for purposes of determining the aggregate voting power and number of ordinary shares represented and entitled to vote at the meeting, will not be treated as votes cast at the AGM. Accordingly, an abstention will not be taken into account in determining the outcome on any of the resolutions.

Can I change my vote?

You may revoke (i.e., terminate) your paper proxy at any time prior to its use by delivering a signed notice of revocation or a later dated and signed paper proxy or by attending the meeting and voting in person. Attendance at the AGM will not in itself constitute the revocation of a proxy. Any written notice of revocation or subsequent proxy should be sent or hand delivered so as to be received at Liberty Global plc, Attention: Secretary, Griffin house, 161 Hammersmith Road,Rd, London W6 8BS, United Kingdom, at or before the start of the AGM. Any revocation of votes submitted via the internet must be submitted by the same method as the corresponding votes, not later than 6:00 a.m. BSTBritish Summer Time (1:00 a.m. Eastern time)Time), on June 16, 2016.15, 2022. If your ordinary shares are held in the name of a bank, broker or other nominee, you should contact them to change your vote.

All voting shares that have been properly voted and not revoked will be voted at the AGM.

What are “broker non-votes” and how are they treated?

A broker non-vote occurs when ordinary shares held by a broker, bank or other nominee are represented at the meeting, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the ordinary shares on a particular resolution. Ordinary shares represented by broker non-votes will be counted for purposes of determining whether there is a quorum at the meeting but will be deemed ordinary shares not entitled to vote and will not be included for purposes of determining the aggregate voting power and number of ordinary shares represented and entitled to vote on a particular matter.

Who may attend, and who may vote at, the AGM?

All shareholders of Liberty Global may attend the AGM. Only holders of record of our voting shares, as of 10:00 p.m. BSTp.m (5:00 p.m. Eastern time)Time), on April 25, 2016,28, 2022, the “record date”record date for the AGM, are entitled to vote at the AGM or any adjournment thereof. Holders of Liberty Global Class C or LiLAC Class C shares will not be entitled to vote on any of the resolutions.

Due to the ongoing COVID-19 pandemic, we may have some restrictions on building access and room occupancy in accordance with company policy and relevant government orders and guidelines. If you plan to attend the AGM in person, please monitor our website at https://www.libertyglobal.com/investors/investor-relations, for the most up-to-date information on attendance.

If you are a shareholder of record of our voting shares, you have the right to attend, speak and vote in person at the meeting. Any corporation which is a shareholder of record may by resolution of its directors authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy of such resolution at the AGM) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of Liberty Global. If you are a beneficial owner, you may also attend and speak at the meeting. You may not, however, vote your shares held in street name unless you obtain a “proxy” from your broker, bank or other nominee that holds the shares, which gives you the right to vote the shares at the meeting.

AGM.

Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the AGM even if you plan to attend the AGM in person (note that you may change your vote at the AGM).

A list of shareholders entitled to vote at the AGM will be available at our offices at 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202, U.S., for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM.

As noted above, due to the ongoing COVID-19 pandemic, we may have some restrictions on building access and room occupancy in accordance with company policy and relevant government orders and guidelines. If you plan to inspect materials in person in London or Denver, please monitor our website at https://www.libertyglobal.com/investors/investor-relations, for the most up-to-date information on building access.

What constitutes a quorum at the AGM?

The presence, in person or by proxy, of the holders of a simple majority of the combined voting power of our voting shares outstanding and entitled to vote at the AGM is necessary to constitute a quorum at the AGM.


What is a proxy statement and what is a proxy?
A proxy statement is a document that SEC regulations require us to provide you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the shares you own in accordance with your instructions. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated the following persons as proxies for the AGM: Jeremy Evans and John M. Winter.
How can I access the proxy materials over the internet?

Shareholders can access the Meeting Notice, proxy statement, the annual report and the U.K. Report and Accounts via our website at www.libertyglobal.com or as directed in the Internet Notice for voting via the website at www.envisionreports.com/LGP. The Internet Notice will instruct you as to how you may access and review the information in the proxy materials over the internet. The proxy materials, including the form of proxy, relating to the AGM will be first made available to shareholders on or about May 3, 2016.

A copy of our annual report for the year ended December 31, 2015, including our consolidated financial statements for the fiscal year ended December 31, 2015, and a copy of our U.K. Report and Accounts are available to all holders of our Liberty Global Class A and Class B shares and our LiLAC Class A and Class B shares entitled to vote at the meeting and to all holders of our Liberty Global Class C and LiLAC Class C shares as of the record date for informational purposes. These reports do not form any part of the material for solicitation of proxies. The annual report and the U.K. Report and Accounts are posted at the following website addresses: www.libertyglobal.com and www.envisionreports.com/LGP. If you received the Internet Notice, you will not receive a printed copy of the annual report or the U.K. Report and Accounts (unless you request copies of these reports).
What if I receive more than one Internet Notice?
If you received multiple Internet Notices, it means you hold your shares in different ways (e.g., trust, custodial accounts, joint tenancy) or in multiple accounts. To ensure that all of your shares are voted, vote once for each Internet Notice you receive.
Why did I not receive an Internet Notice?
If you elected to receive proxy materials by mail or e-mail for any of your holdings in the past, you were automatically enrolled in the same process for all of your share holdings this year. If you would like to change the method of delivery, please follow the instructions in the Internet Notice or in the question “May I choose the method in which I receive future proxy materials?” below.
How can I request paper copies of the proxy materials?

If you received the Internet Notice by mail and would like to receive a printed copy of our proxy materials, our annual report and our U.K. Report and Accounts please follow the instructions for requesting such materials included in the Internet Notice.

May I choose the method in which I receive future proxy materials?

If you are a shareholder of record, you may receive future notices, annual reports and proxy materials electronically. To sign up for electronic delivery, go to www.computershare-na.com/green. You may also sign up when you vote by internet at www.envisionreports.com/LGPLGIP and follow the prompts. Once you sign up, you will no longer receive a printed copy of the notices, annual reports and proxy materials, unless you request them. You may suspend electronic delivery of the notices, annual reports and proxy materials at any time by contacting our transfer agent, Computershare, +1(888) +1 (888) 218-4391 if in the U.S. and +1(781) +1 (781) 575-3919 if outside the U.S.

If you are a beneficial owner, you may request electronic access by contacting your broker, bank, or other nominee.


What is “householding”?

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” the Internet Notice or the proxy materials, as the case may be. This means that only one copy each of the Internet Notice or the proxy materials, as the case may be, is being sent to multiple shareholders in your household. We will promptly deliver a separate copy of the Internet Notice or proxy materials to you if you call, email or emailmail our Investor Relations Department, +1(303) + 1 (303) 220-6600 or ir@libertyglobal.com.ir@libertyglobal.com or Liberty Global plc, attention: Investor Relations Department, 161 Hammersmith Road, London W6 8B6, U.K. If you prefer to receive separate copies of such documents in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee holder, or you may contact us at the above telephone number, email address or emailmailing address.

Who will pay for the cost of this proxy solicitation?

We will solicit the proxies and will pay the entire cost, if any, for such solicitation. Our directors, officers and employees may solicit proxies by mail, email, telephone or in person. These persons will receive no additional compensation for such services. We have also retained Innisfree M&A Incorporated to assist in the solicitation of proxies at a cost of $20,000, plus reasonable out of pocket expenses. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them and will be reimbursed for their reasonable expenses in connection therewith.

When will Liberty Global announce the voting results?
We will announce the preliminary voting results at the AGM. We will report the final results in a Current Report on Form 8-K that we will file with the SEC. We will also post the final results of voting at the AGM on our website promptly after the AGM.

What do I do if I have additional questions?

If you have any further questions about voting or attending the AGM, please call Liberty Global Investor Relations at +1(303) +1 (303) 220-6600 or contact Innisfree M&A Incorporated, who is acting as proxy solicitation agent for the AGM, at +1(877)+1 (877) 825-8906 (within the U.S. and Canada) or +1(412)+1 (412) 232-3651. Banks and brokers may call collect at +1(212)+1 (212) 750-5833.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise indicated in the notes to the tables below, the security ownership information is given as of April 1, 2022 and, in the case of percentage ownership information, is based upon (1) 175,131,114 Liberty Global Class A shares, (2) 12,994,000 Liberty Global Class B shares and (3) 322,791,222 Liberty Global Class C shares, in each case, outstanding on that date. Beneficial ownership of our Liberty Global Class C shares is set forth below only to the extent known by us or ascertainable from public filings. Our Liberty Global Class C shares are, however, non-voting and, therefore, in the case of voting power, are not included.

Ordinary shares issuable on or within 60 days after April 1, 2022, upon exercise of options or share appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Also, for purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, is reported as beneficial ownership of our Liberty Global Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares. The percentage of voting power is presented on an aggregate basis for each person or entity named below.

Security Ownership of Certain Beneficial Owners

The following table sets forth information, to the extent known by us or ascertainable from public filings, concerning our ordinary shares beneficially owned by each person or entity known by us to own more than 5% of any class of our outstanding voting shares.

So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.

Name and Address of

Beneficial Owner                              

 

          Title of  Class          

  

Amount and Nature of
    Beneficial  Ownership    

 

Percent of
    Class    

   

Voting
  Power  

 

John C. Malone

  Liberty Global Class A   4,678,691  (1)(2)(3)  2.7%    30.3% 

c/o Liberty Global plc

  Liberty Global Class B   8,787,373  (4)(5)  67.6%   

161 Hammersmith Road

  Liberty Global Class C   17,883,798  (1)(2)(3)(4)  5.5%   

London W6 8BS U.K.

      

Michael T. Fries

  Liberty Global Class A   1,843,565  (6)(7)(8)  1.1%    10.1% 

c/o Liberty Global plc

  Liberty Global Class B   2,914,443  (5)  22.4%   

161 Hammersmith Road

  Liberty Global Class C   6,086,868  (6)(7)(8)  1.9%   

London W6 8BS U.K.

      

Robert R. Bennett

  Liberty Global Class A   208  (9)  *    3.3% 

c/o Liberty Media Corporation

  Liberty Global Class B   993,552  (9)  7.6%   

12300 Liberty Boulevard

      

Englewood, CO 80112

      

Artisan Partners Limited Partnership

  Liberty Global Class A   10,561,964  (10)  6.0%    3.5% 

875 East Wisconsin Avenue, Suite 800

  Liberty Global Class B   —    —   

Milwaukee, WI 53202

      

Harris Associates L.P.

  Liberty Global Class A   43,252,282  (11)  24.7%    14.2% 

111 S. Wacker Drive,

  Liberty Global Class B   —    —   

Suite 4600

      

Chicago, IL 60606

      

*

Less than one percent.

(1)

Includes 124,808 Liberty Global Class A shares and 687,905 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.


(2)

Includes 115,971 Liberty Global Class A shares and 951,539 Liberty Global Class C shares, that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2022.

(3)

Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.

(4)

Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held by the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).

(5)

Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust, such parties have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.

(6)

Figures include 71,933 Class A shares and 143,866 Class C shares underlying RSUs that will vest on May 1, 2022, without subtraction of additional shares for withholding tax obligations, and also includes 641,260 Liberty Global Class A shares and 4,261,073 Liberty Global Class C shares that would be issuable upon exercise by Mr. Fries of those SARs that are exercisable on, or will be exercisable within 60 days April 1, 2022, assuming exercise and net settlement at the closing sale price on April 1, 2022 (LBTYA: $25.95 and LBTYK: $26.39), and without subtraction of additional shares for withholding tax obligations.

(7)

Includes 1,977 Liberty Global Class A shares and 13,061 Liberty Global Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.

(8)

Includes 69,300 Liberty Global Class A shares and 261,909 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.

(9)

The number of Liberty Global Class A shares and Liberty Global Class B shares is based upon a Form 8.3 dated November 4, 2015, submitted by Mr. Bennett pursuant to the U.K. Takeover Code. Of the shares reported, a Schedule 13D/A filed by Mr. Bennett on March 6, 2014, shows Mr. Bennett and his spouse jointly owning 749,539 Liberty Global Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Liberty Global Class B shares.

(10)

The number of Class A Ordinary Shares is based upon the Schedule 13G for the year ended December 31, 2021, filed with the SEC on February 11, 2022, by Artisan Partners Limited Partnership (APLP) on behalf of itself and Artisan Investments GP LLC (Artisan Investments), Artisan Partners Holdings LP (Artisan Holdings), and Artisan Partners Asset Management Inc. (APAM). APLP is an investment adviser. Artisan Holdings is the sole limited partner of APLP and the sole member of Artisan Investments; Artisan Investments is the general partner of APLP; APAM is the general partner of Artisan Holdings. The Schedule 13G reflects that APLP, Artisan Investments, Artisan Holdings and APAM share dispositive power over all of the Class A shares.

(11)

The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 6) for the year ended December 31, 2021, filed with the SEC on February 11, 2022, by Harris Associates Inc. (HAI) on behalf of itself and as general partner of Harris Associates L.P. (Harris L.P.). The Schedule 13G/A reflects that HAI and Harris L.P. each have sole voting power over 30,819,234 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.

Security Ownership of Management

The following table sets forth information with respect to the beneficial ownership by each of our directors and each of our named executive officers as described below, and by all of our directors and executive officers as a group, of each class of our outstanding shares.

So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as owned by them, except as otherwise stated in the notes to the table. With respect to certain of our executive officers and directors, the number of shares indicated as owned by them includes shares held by the 401(k) Plan as of March 31, 2022, for their respective accounts.

Name and Address of

Beneficial Owner                                

  

          Title of  Class          

  

Amount and Nature of
    Beneficial  Ownership    

  

Percent of
    Class    

   

Voting
  Power  

 

John C. Malone

   Liberty Global Class A   4,678,691  (1)(2)(3)(4)   2.7%    30.3% 

Chairman of the Board

   Liberty Global Class B   8,787,373  (5)(6)   67.6%   
   Liberty Global Class C   17,883,798  (1)(2)(3)(4)(5)   5.5%   

Andrew J. Cole

   Liberty Global Class A   66,062  (4)(7)   *     *  

Director

   Liberty Global Class B   —     —   
   Liberty Global Class C   147,967  (4)   *    

Miranda Curtis

   Liberty Global Class A   175,738  (4)   *     *  

Director

   Liberty Global Class B   —     —   
   Liberty Global Class C   410,336  (4)   *    

John W. Dick

   Liberty Global Class A   92,716  (4)   *     *  

Director

   Liberty Global Class B   —     —   
   Liberty Global Class C   225,780  (4)   *    

Michael T. Fries

   Liberty Global Class A   1,843,565  (4)(8)(9)   1.1%    10.1% 

Director, Chief Executive Officer & President

   Liberty Global Class B   2,914,443  (6)   22.4%   
   Liberty Global Class C   6,086,868  (4)(8)(9)   1.9%   

Paul A. Gould

   Liberty Global Class A   270,833  (4)   *     *  

Director

   Liberty Global Class B   51,429     *    
   Liberty Global Class C   1,091,285  (4)   *    

Richard R. Green

   Liberty Global Class A   51,945  (4)   *     *  

Director

   Liberty Global Class B   —     —   
   Liberty Global Class C   113,653  (4)   *    

David E. Rapley

   Liberty Global Class A   41,169  (4)   *     *  

Director

   Liberty Global Class B   —     —   
   Liberty Global Class C   88,884  (4)   *    

Larry E. Romrell

   Liberty Global Class A   70,058  (4)   *     *  

Director

   Liberty Global Class B   —     —   
   Liberty Global Class C   150,565  (4)   *    

J. David Wargo

   Liberty Global Class A   106,538  (4)(10)(11)   *     *  

Director

   Liberty Global Class B   —     —   
   Liberty Global Class C   280,574  (4)(10)(11)   *    

Charles H.R. Bracken

   Liberty Global Class A   203,552  (4)   *     *  

Executive Vice President & Chief Financial Officer

   Liberty Global Class B   —     —   
   Liberty Global Class C   1,086,436  (4)   *    

Bryan H. Hall

   Liberty Global Class A   273,727  (4)   *     *  

Executive Vice President & General Counsel & Secretary

   Liberty Global Class B   —     —   
   Liberty Global Class C   1,013,026  (4)(8)   *    

Enrique Rodriguez

   Liberty Global Class A   323,145  (4)   *     *  

Executive Vice President & Chief Technology Officer

   Liberty Global Class B   —     —   
   Liberty Global Class C   875,751  (4)(8)   *    

Name and Address of

Beneficial Owner                                

  

          Title of  Class          

  

Amount and Nature of
    Beneficial  Ownership    

  

Percent of
    Class    

   

Voting
  Power  

 

Andrea Salvato

   Liberty Global Class A   239,330  (4)   *     *  

Senior Vice President & Chief Development Officer

   Liberty Global Class B   —     —   
   Liberty Global Class C   728,279  (4)   *    

All directors and executive officers
as a group (14 persons)

   Liberty Global Class A   8,437,037  (12)(13)   4.8%    41.0% 
   Liberty Global Class B   11,753,245  (12)   90.5%   
   Liberty Global Class C   30,183,202  (12)(13)   9.1%   

*

Less than one percent.

(1)

Includes 124,808 Liberty Global Class A shares and 687,905 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

(2)

Includes 115,971 Liberty Global Class A shares and 951,539 Liberty Global Class C shares, that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2022.

(3)

Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.

(4)

Includes shares that are subject to RSUs, options or shares issuable upon exercise of SARs, based on the closing prices of $25.95 for Liberty Global Class A shares and $26.39 for Liberty Global Class C shares, which vested or were exercisable as of, or will vest or will be exercisable within 60 days of April 1, 2022, as follows:

Owner                               

  

Liberty Global
Class A

RSUs

   

Liberty Global
Class C

RSUs

   

Liberty Global

Class A SARs
/ Options

   

Liberty Global

Class C SARs
/ Options

 

John C. Malone

   —    —    115,971    951,539 

Andrew J. Cole

   —    —    43,049    91,316 

Miranda Curtis

   —    —    45,038    97,395 

John W. Dick

   —    —    45,038    97,395 

Michael T. Fries

   71,933    143,866    641,260    4,261,073 

Paul A. Gould

   —    —    45,038    97,395 

Richard R. Green

   —    —    45,038    97,395 

David E. Rapley

   —    —    38,040    81,353 

Larry E. Romrell

   —    —    45,038    97,395 

J. David Wargo

   —    —    45,038    97,395 

Charles H.R. Bracken

   38,673    77,347    130,250    878,805 

Bryan H. Hall

   25,781    51,564    126,251    777,957 

Enrique Rodriguez

   32,227    64,455    157,815    547,757 

Andrea Salvato

   28,116    56,234    126,251    568,877 

(5)

Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust.

(6)

Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust, such parties have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.

(7)

Includes 32 Liberty Global Class A shares held by Mr. Cole’s minor daughter.

(8)

Includes shares held in the 401(k) Plan as follows:

Owner                         

  

Liberty Global

Class A

   

Liberty Global

Class C

 

Michael T. Fries

   1,977    13,061 

Bryan H. Hall

   —    6,448 

Enrique Rodriguez

   —    4,283 

(9)

Includes 69,300 Liberty Global Class A shares and 261,909 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust. Figure also includes 71,933 Class A shares and 143,866 Class C shares underlying RSUs that will vest on May 1, 2022, without subtraction of additional shares for withholding tax obligations. This also includes 641,260 Liberty Global Class A shares and 4,261,073 Liberty Global Class C shares that would be issuable upon exercise by Mr. Fries of those SARs that are exercisable on, or will be exercisable within 60 days hereof, assuming exercise and net settlement at the closing sale price on April 1, 2022 (LBTYA: $25.95 and LBTYK: $26.39), and without subtraction of additional shares for withholding tax obligations.

(10)

Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:

  

No. of Shares Pledged

    

Beneficial Owner  

 

Liberty
Global
    Class A    

  

Liberty
Global
    Class C    

   

Entity Holding the Shares                     

J. David Wargo

  59,925   178,295   Fidelity Brokerage Services, LLC

(11)

Includes 158 Liberty Global Class A shares and 524 Liberty Global Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes 32 Liberty Global Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.

(12)

Includes 194,266 Liberty Global Class A shares, 110,148 Liberty Global Class B shares and 950,370 Liberty Global Class C shares held by relatives of certain directors and executive officers or held pursuant to certain trust arrangements or in managed accounts, as to which shares beneficial ownership has been disclaimed.

(13)

Includes 467,288 Liberty Global Class A shares and1,708,578 Liberty Global Class C shares that are subject to options, which were exercisable as of, or will be exercisable or vest within 60 days of, April 1, 2022; 1,977 Liberty Global Class A shares and 23,792 Liberty Global Class C shares held by the 401(k) Plan; and59,925 Liberty Global Class A shares and 178,295 Liberty Global Class C shares pledged in support of various lines of credit or margin accounts. Figure also includes 196,730 Class A shares and 393,466 Class C shares underlying RSUs that will vest on May 1, 2022, without subtraction of additional shares for withholding tax obligations. This also includes 1,181,827 Liberty Global Class A shares and 7,034,469 Liberty Global Class C shares that would be issuable upon exercise by our directors and officers of those SARs that are exercisable on, or will be exercisable within 60 days April 1, 2022, assuming exercise and net settlement at the closing sale price on April 1, 2022 (LBTYA: $25.95 and LBTYK: $26.39), and without subtraction of additional shares for withholding tax obligations.

Change in Control

We know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our company.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC.

Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms filed with the SEC and written representations made to us by our executive officers and directors, we believe that, during the year ended December 31, 2021, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten-percent beneficial owners were met, with the exception of one Form 4 reporting one transaction that was filed by Larry E. Romrell on an untimely basis.

CORPORATE GOVERNANCE

Governance Guidelines

Our board has adopted corporate governance guidelines, which are available on our website at www.libertyglobal.com. Under the guidelines, our independent directors meet privately at least twice a year in executive session. These executivesession, which sessions are generally held in conjunction with a regularly scheduled board meeting. The presiding director for these meetings is currently Paul A. Gould, the chairman of the audit committee. The role of presiding director rotates annually among our nominating and corporate governance committee chair, our audit committee chair and our compensation committee chair.

Director Independence

It is our policy that a majority of the members of our board of directors be independent of our management. For a director to be deemed independent, our board of directors must affirmatively determine that the director has no direct or indirect material relationship with our company other than in his or her capacity as a board member. To assist our board of directors in determining which of our directors qualify as independent for purposes of the NASDAQ Stock Market (the (NASDAQ) rules, as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of our board follows the Corporate Governance Rules of the NASDAQ on the criteria for director independence.

In addition, audit committee and compensation committee members must meet additional heightened independence criteria applicable to audit committee and compensation committee members under applicable NASDAQ and SEC requirements.

In accordance with these criteria, our board of directors has determined that each of Andrew J. Cole, John P. Cole, Jr., Miranda Curtis, John W. Dick, Marisa D. Drew, Paul A. Gould, Richard R. Green, David E. Rapley, Larry E. Romrell, JC SparkmanDaniel E. Sanchez and J. David Wargo qualifies as an independent director of our company.

Our board of directors has appointed John C. Malone and Michael T. Fries, neither of whom is an independent director, to an executive committee of David Rapley, whose retirement from the board which is empowered to exercise allwill be effective at the powers and authority of the full board in managing our company between board meetings, except as specifically prohibited by the Companies Act or limited by our board of directors.
2022 AGM, has also been deemed independent.

Board Leadership Structure

Our board of directors has the authority to determine whether the offices of chairman of the board and chief executive officer should be held by the same or different persons. Since June 2005, these offices have been divided between John C. Malone and Michael T. Fries, respectively, and our board believes that this division continues to be appropriate for our company and its shareholders. TheThis separation of these two roles allows Mr. Fries, our chief executive officer and president (CEO), to focus his energies on actively directing the management of our global operations, including the development and execution of approvedcompany strategies and business plans, providing leadership to our executives and employees and representing our company to business partners, investors and the media. Our chairman of the board, with his extensive industry background and public company board experience, provides guidance to our CEO and strong leadership to our board in its consideration of strategic objectives and associated risks and oversight of our management’s and company’s performance, and monitoring of our corporate governance processes. We have no policy that requires the positions of chairman and CEO to be separate or combined and we may reconsider our leadership structure from time to time based on the situation at that time.

performance.

Risk Oversight

Our management team is responsible for identifying and managing risk related to our company and its significant business activities.activities, subject to oversight by our board of directors. Our board of directors hasexecutes its risk oversight responsibility for the risk management process implemented by management. Our board, as a wholedirectly and through its committees, actively performs this role throughcommittees. Our board engages in regular briefings from and discussions with senior management and periodic in-depth sessions on specific topics. For certain risk topics as discussed below, a board committee will have initial responsibility for exercising this oversight role, with the chair of the relevant committee reporting to the full board as necessary or appropriate.

board.

Full Board

At each regularly scheduled board meeting, our board receives reports from our CEO and other members of senior management with respect to their business unit or functional area, which include information relating to general and specific risks facing our company. For our business units, theseThese reports will address, among other things, material business-specific risks, such as competitive challenges, regulatory initiatives and risks related to operational execution, as

well as macro-economic and political risks. Functional area reports cover our capital structure, liquidity, foreign currency exposure, credit and equity


market conditions, developments in technology, cybersecurity risks, legal and regulatory compliance, and talent management and compensation programs. In-depth presentations are made by senior management in connection with our board’s consideration of acquisition, disposition and joint venture opportunities and newother strategic initiatives, which include a discussion of material risks to achieving the business case for the proposed transaction or project. Our senior management regularly updates the audit committee and board on our cybersecurity risks, including how we mitigate such risks. Periodically, a more detailed review of a specific country of operation will be provided by the local management team or a specific topic of interest, such as technology developments, will be explored in greater depth at a regularly scheduled or a specialduring board meetingmeetings or during an off-site visit. Our visits. Prior to the COVID-19 pandemic, our board of directors also makesmade annual site visits to different countries in which we operate, and haswhich practice is anticipated to resume as soon as practicable. The members of the board also have periodic strategy retreatsmeetings with invited members of senior management. Our senior management’s attendance at board meetings, the site visits and strategy retreatssessions provide frequent opportunities for our directors to interact with members of our management team individually to understand and provide input on relevant risk exposures. Also, through its review of our strategies and objectives, budgets and business plans, our board of directors sets the direction for appropriate risk taking within our operations.

Committees

Each board committee considers and addresses risk as it performs its committee responsibilities, and the individual committee chairpersons provide reports to the full board that may include a discussion of risks initially overseen by the committees.

Audit Committee. Our audit committee has oversight responsibility for the qualifications and independence of our independent auditor, the performance of our internal audit function and the operation of our ethics compliance reporting process. In addition, our audit committee has oversight responsibility with respect to management’spolicies, processes and activitiesrisks relating to the reliability and integrity of our accounting policies,financial statements, financial reporting practicesprocesses, auditing and financial statements.information security and technology, including cybersecurity risks. The senior officer of our internal audit and compliance group reports to the audit committee and assists the committee with its review of relevant risks within its oversight responsibility and of our internal controls. In particular, such group has the primary responsibility for evaluating management’s internal control over financial reporting, as well as responsibility for monitoring and testing our company-wide policies, procedures and internal controls for other compliance and operational risks included in the annual internal audit plan reviewed and approved by the audit committee. Senior officers of our finance and accounting groups attend all regularly scheduled audit committee meetings and either they or members of their teams provide in-depth reports on a periodic basis and when requested by the audit committee. Such reports includespecific risks, including changes in accounting rules, that may have a significant effect on our financial statements, tax planning and risks, and risks associated with liquidity, covenant compliance, currency and interest rate hedging positions and stability of counterparties. On an annual basis, such senior officers presentFrom time to time, the committee a report on key financial statement risks, the level of such risks and how such risks are being monitored. Our audit committee, also oversees our processeswith management, identifies and practices with respectreviews other areas of risks related to our enterprise risk management assessment,Liberty Global’s operations and receives quarterly reports on and presentations from areas of the business that have been identified through the risk management assessment as may pose a significant risk for the company.reviews cybersecurity risks. The audit committee also receives reports on complaintsallegations received through our ethics compliance reporting process and the status of investigations into such complaints.allegations. Additional functions of the audit committee are described under Board and Committees of the Board of Directors and Attendance—Audit—Audit Committee below.

Compensation Committee. Our compensation committee reviews and either approves or recommends to the full board for its approval the compensation programs for members of our senior management, including our executive officers. It also administers and approves equity grants and performance award programs to certain of our employees under the Liberty Global 2014 Incentive Plan (Amended and Restated effective February 24, 2015) (the 2014 Incentive Plan). In fulfilling these duties, the compensation committee also has oversight responsibility with respect to risks related to the design and implementation of these programsour compensation programs. At least annually, our compensation committee considers the risks associated with our compensation policies and awards.practices. To assist the compensation committee in discharging this responsibility, our global human resources group provides reports on the design and administration of incentive programs and the safeguards in effect to avoid encouraging unnecessary or excessive risk taking.

A risk assessment was conducted for 2021, and the compensation committee determined that no material risks were present.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee has oversight responsibility with respect to risks related to our governance, including board and director performance and governance guidelines. It supervises annual evaluations of the performance of our board of directors and our individual director nominees. Each of our committees completes its own periodic self-evaluation on performance and reports its findings to our full board when appropriate. Our nominating and corporate governance committee also conducts periodic reviews of our governance guidelines.

Succession Planning Committee. Our succession planning committee is responsiblehas oversight responsibility for developingthe risks related to succession planning for our CEO and other executive officers, as well as risks associated with a CEO absence. The committee aims to undertake an annual evaluation of the CEO candidate profile and qualifications that meets the leadership needs of Liberty Global. In the event of a CEO absence, it will evaluate candidates for the CEO position based on such profile and qualifications.


Risk Assessment of Compensation Programs
Consistent with SEC requirements, we assess annually our company’s compensation programs and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our company taken as a whole. Our global human resources group reviewed the performance-based compensation programs for all corporate-level employees in our corporate offices in the U.K., the U.S. and the Netherlands, and for our country-level managing directors and chief financial officers in each of our operations. It also reviewed over 80 annual bonus and sales/commission plans in place at our operating companies to identify the presence or lack of certain features that would impact organizational risk. Further, it analyzed total compensation costs (including salaries, commissions, bonuses, severance, fringe benefits and employee training and development costs) for each country of operation as a percentage of that country’s revenue. Finally, it reviewed its own policies and procedures for the administration and governance of these programs for corporate-level employees and for managing directors and chief financial officers in each operation and related entity-level controls. The scope and results of this review were presented to the compensation committee of our board.
Code of Business Conduct and Code of Ethics

We have adopted a code of business conduct that applies to all of our employees, directors and officers. In addition, we have adopted a code of ethics for our CEO and senior financial officers and the chief executive officers managing directors

and senior financial officers at our operating companies, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). Both codes are available on our website at www.libertyglobal.com.

www.libertyglobal.com.

Corporate Responsibility

At Liberty Global, we believe the connections we are building today are helping to create a better tomorrow. We strive to bring gigabit connectivity and next-generation digital solutions in a responsible, inclusive and sustainable way, to effect positive impact on our environment and advance social issues. We see our responsibility rooted in providing reliable, quality, gigabit speeds, enabling our customers, businesses and communities equitable access to vital digital applications, services and skills needed to thrive in today’s digital world. We protect the privacy and online safety of our customers, as well as work to ensure our impact on the planet is minimal.

Across our business, we are working hard to reduce greenhouse gas emissions, improve our energy efficiency and reduce e-waste generation. In 2021, Liberty Global became a founding member of the European Green Digital Coalition, supporting a green and digital transformation of the European Union. Already among the first 500 companies to receive approval for science-based targets in line with the 2015 Paris Climate Agreement, last year, in accordance with those targets, we announced our commitment to reach Net Zero across Scopes 1 and 2 emissions by 2030. We are currently assessing our full value chain in preparation to expand our commitment to include Scope 3 emissions later this year. We are therefore focused on deploying solutions that drive down energy use, innovating through new technologies and operational best practices to conserve energy across our markets, and procuring renewable energy. Our operating companies increasingly source renewable wind and solar-powered energy, and all are transitioning to electric and hybrid vehicle fleets.

Last year, 100% of Liberty Global’s refinancings and new financings were attached to commitments that will fund green projects or support the advancement of ESG targets. We continued to invest in environmentally conscious companies through our Ventures portfolio, which includes an impact startup targeting the climate crisis, an all-electric racing series and a joint venture providing residential electric vehicle charging points. Meanwhile, we are innovating our own products, using better materials to ensure longevity, efficiency and reparability. In 2021, we increased the use of recycled plastics for our Mini TV Box – our smallest, greenest set top box to date – to 85%, while continuing to reduce energy consumption by 77% compared to our previous version.

Connectivity has never been more crucial to society than since the beginning of the global COVID-19 pandemic. Our advanced broadband and mobile services have enabled millions to stay connected to families and friends, work and educate remotely and continue to participate in their lives.

The universal need for digital access, digital skills and online safety is central to our social responsibility ethos. Through 2021, we continued to address digital inequities in disadvantaged communities throughout our markets with affordable ‘Essential Broadband’ services. We also provided support with laptops and other devices, so all have a chance to benefit from a digital society. We see our role as more than just connectivity, it is also about providing people with the skills they need to develop in the digital world. Our digital inclusion programs create exciting ways for young people, small business entrepreneurs and charitable organizations to learn new skills needed to thrive in the digital economy and create a positive social impact.

We also believe that everyone should benefit from connectivity with confidence in knowing their data and digital lives are protected. We embed privacy and security measures throughout our operations and adhere diligently to applicable local and European legislation.

We are a strong community supporter and encourage our people to get involved. In 2021, we increased our volunteer program to offer employees 24 hours of company time to volunteer in the areas most important to them. In the months following this new policy, our average monthly volunteer hours have increased by more than 250%.

Our Corporate Responsibility approach stands behind governance, transparency and ethical business practices that support our people, customers and communities. Liberty Global values a world that affords everyone the opportunity to benefit from a connected and sustainable future.

Diversity, Equity and Inclusion

Diversity, equity and inclusion have long been priorities for Liberty Global and our operating companies and will become even more integral moving forward. Over the past several years, Liberty Global, Virgin Media-O2, VodafoneZiggo, Telenet, Sunrise UPC, Virgin Media Ireland and UPC Slovakia have all pursued gender diversity as strategic goals, with an emphasis on building a gender-diverse pipeline. Similarly, inclusion is a key focus area, and we are committed to providing an environment that empowers everyone to bring their full selves to work while creating more inviting workplaces regardless of age, race, gender, ethnicity, sexual orientation or ability or neurodiversity differences.

We are resolved to building a safe, accepting and inclusive culture in our workplace and have been actively involved in similar efforts in our local communities. A diverse and inclusive culture is critical to our performance, reputation and our innovation initiatives that help us better meet the needs of our diverse customer base. As an example, in 2021, we built upon our redefined efforts toward Diversity, Equity & Inclusion (DE&I). In addition to appointing a Chief DE&I Officer and further developing our DE&I Council composed of our CEO and 19 executive representatives from around the company, we launched five Employee Resource Groups (ERG) focusing on gender, race and ethnicity, multigenerational, ability and neurodiversity and sexual orientation. We also implemented a global policy on anti-bullying, discrimination and harassment for all of our employees in 2021 and engaged in impactful small group conversations centering on discrimination and harassment in the workplace. Our DE&I Council continues to work with colleagues across the Liberty Global footprint to ensure DE&I is embedded into everything we do, including the products we design, the decisions we make, the communities in which we operate and the relationships we have with our customers, suppliers and shareholders. The DE&I Council’s role is to sponsor and enable change so that everyone feels that they can bring their true selves to work every day.

Liberty Global is committed to not only making an impact within our family of companies but also within the communities in which we operate. That is why, in 2021, Liberty Global partnered with Avesta Capital to make significant investments in start-up companies focused on making a positive social impact. These investments include, among others, funding for companies that seek to engage students of color in STEM subjects and companies that provide culturally sensitive primary and mental health care to women of color.

Liberty Global’s board of directors considers diversity in its decisions concerning board composition, and this year, we added two new directors, with our board now having three members with diverse backgrounds out of 11 members as of the 2022 AGM.

Our consideration of diversity at board levels extends beyond our own board as well. Our Belgian operations are conducted by Telenet, a publicly traded company, where we have a controlling interest of approximately 60% of the outstanding shares. Telenet has nominated 11 directors for election at its annual shareholder meeting in April 2022. Of these 11 directors, five have diverse backgrounds.

Political Contributions

We did not make any political contributions during 2015.

Our code of business conduct prohibitsrestricts the use of company funds and assets for political contributions to political parties, political party officials and candidates for office, unless approved by our general counsel. Additionally, our charitable giving programs available to employees prohibit political contributions by our company. At this meeting, while we have no specific plans to make any contributions, we are requesting that our shareholders authorize the company to make or incur payments not to exceed $1.0 million in the aggregate for political donations (including donations to political organizations and political parties) and political expenditures, during the period beginning on the date of the AGM and expiring at the next annual general meeting of Liberty Global. For further information on this resolution, please see Resolution 8 10 below. The company did not utilize this authority in calendar year 2021.

below.

Shareholder Communication with Directors

Our shareholders and other interested parties may send communications to our board of directors or to individual directors by mail addressed to the board of directors or to an individual director c/o Liberty Global plc, 161 Hammersmith Road, London W6 8BS, U.K. Attn: General Counsel. Communications from our shareholders will be forwarded to our directors on a timely basis.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information, to the extent known by us or ascertainable from public filings, concerning our ordinary shares beneficially owned byPolicies Regarding Hedging

Our Insider Trading Policy requires each person or entity known by us to own more than 5% of any class of our outstanding voting shares.

Except as otherwise indicated in the notes to the table, the security ownership information is given as of April 1, 2016 and, in the case of percentage ownership information, is based upon (1) 252,929,858 Liberty Global Class A shares, (2) 10,805,850 Liberty Global Class B shares, (3) 576,899,089 Liberty Global Class C shares, (4) 12,649,786 LiLAC Class A shares, (5) 540,089 LiLAC Class B shares and (6) 30,779,988 LiLAC Class C shares, in each case, outstanding on that date. Beneficial ownership of our Liberty Global Class C shares and LiLAC Class C shares is set forth below only to the extent known by us or ascertainable from public filings. Our Liberty Global Class C shares and LiLAC Class C shares are, however, non-voting and, therefore, in the case of voting power, are not included.
Ordinary shares issuable on or within 60 days after April 1, 2016, upon exercise of options or stock appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Also, for purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares and LiLAC Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares and LiLAC Class A shares, respectively, is reported as beneficial ownership of our Liberty Global Class B shares and LiLAC Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares and LiLAC Class A shares, as the case may be. The percentage of voting power is presented on an aggregate basis for each person or entity named below.
Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John C. Malone Liberty Global Class A 1,115,939
(1)(2)(3)(4) *
 24.7%
c/o Liberty Global plc Liberty Global Class B 8,787,373
(2)(4)(5) 81.3%  
161 Hammersmith Road Liberty Global Class C 11,850,113
(1)(2)(3)(6) 2.1%  
London W6 8BS U.K. LiLAC Class A 55,796
(1)(2)(3)(4) *
  
  LiLAC Class B 439,368
(2)(4)(5) 81.4%  
  LiLAC Class C 653,616
(1)(2)(3)(6) 2.1%  
          
Robert R. Bennett Liberty Global Class A 208
(7) *
 2.8%
c/o Liberty Media Corporation Liberty Global Class B 993,552
(7) 9.2%  
12300 Liberty Boulevard LiLAC Class A 10
(7) *
  
Englewood, CO 80112 LiLAC Class B 49,572
(7) 9.2%  
          
BlackRock, Inc. Liberty Global Class A 17,651,611
(8) 7.0% 4.8%
55 East 52nd Street Liberty Global Class B —
  —
  
New York, NY 10022 LiLAC Class A 423,663
(9) 3.3%  
  LiLAC Class B —
  —
  
          

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
Capital World Investors Liberty Global Class A 13,923,574
(10) 5.5% 3.8%
A division of Capital Research and Management Company Liberty Global Class B —
  —
  
333 South Hope Street LiLAC Class A 341,598
(9) 2.7%  
Los Angeles, CA 90071 LiLAC Class B —
  —
  
          
FMR LLC Liberty Global Class A 14,224,040
(11) 5.6% 4.1%
      245 Summer Street Liberty Global Class B —
  —
  
Boston, MA 02210 LiLAC Class A 1,206,087
(12) 9.5%  
  LiLAC Class B —
  —
  
          
 Kora Management LP Liberty Global Class A —
  —
 *
55 Prospect Street, Suite 310 Liberty Global Class B —
  —
  
Brooklyn, NY 11201 LiLAC Class A 792,466
(13) 6.3%  
  LiLAC Class B —
  —
  
          
 New Mountain Vantage Liberty Global Class A —
  —
 *
Advisors L.L.C. Liberty Global Class B —
  —
  
787 Seventh Avenue, 49th Floor LiLAC Class A 674,974
(14) 5.3%  
New York, NY 10019 LiLAC Class B —
  —
  
_______________
* Less than one percent.
(1)Includes 90,303 Liberty Global Class A shares, 680,041 Liberty Global Class C shares, 4,515 LiLAC Class A shares and 34,002 LiLAC Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)
Includes 48,000 Liberty Global Class A shares, 110,148 Liberty Global Class B shares, 56,444 Liberty Global Class C shares, 2,400 LiLAC Class A shares, 5,507 LiLAC Class B shares and 14,222 LiLAC Class C shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes 8,677,225 Liberty Global Class B shares, 7,117,225 Liberty Global Class C shares, 433,861 LiLAC Class B shares and 375,861 LiLAC Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).
(3)Includes 25,459 Liberty Global Class A shares, 58,208 Liberty Global Class C shares, 1,273 LiLAC Class A shares and 2,922 LiLAC Class C shares that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2016.
(4)
The Irrevocable Undertaking, dated as of November 16, 2015, from Mr. Malone to Cable & Wireless Communications Plc (CWC) contains provisions relating, in certain circumstances, to the voting (subject to certain restrictions) of certain Liberty Global Class A shares, Liberty Global Class B shares, LiLAC Class A shares and LiLAC Class B shares beneficially owned by Mr. Malone and the transferability of such shares. Mr. Malone expressly disclaims the existence of and membership in a group with CWC.
(5)Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares and LiLAC Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and LiLAC Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares and LiLAC Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into

a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(6)Includes 2,200,000 Liberty Global Class C shares and 110,000 LiLAC Class C shares subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into 20 components each of 110,000 Liberty Global Class C shares and 5,500 LiLAC Class C shares. The components mature on sequential trading days beginning on August 17, 2017 and ending on September 14, 2017.
(7)The number of Liberty Global Class A shares, Liberty Global Class B shares, LiLAC Class A shares and LiLAC Class B shares is based upon a Form 8.3 dated November 4, 2015, submitted by Mr. Bennett pursuant to the U.K. Takeover Code. Based on his Schedule 13D/A (Amendment No. 1) dated March 6, 2014, filed by Mr. Bennett with the SEC on April 3, 2014, Mr. Bennett has sole voting and dispositive power over the Liberty Global Class A shares and Liberty Global Class B shares reported. Of the shares reported, the Schedule 13D/A shows Mr. Bennett and his spouse jointly owning 749,539 Liberty Global Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Liberty Global Class B shares.
(8)The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2015, filed with the SEC on January 26, 2016, by BlackRock, Inc. as a parent holding company of various subsidiaries, which together beneficially own the shares. The Schedule 13G/A reflects that BlackRock, Inc. has sole voting power over 15,031,058 of the Liberty Global Class A shares. It has sole dispositive power over all of the Liberty Global Class A shares.
(9)The number of shares for the respective shareholder is based upon their respective Form 13F for the quarter ended December 31, 2015.
(10)The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2015, filed with the SEC on February 12, 2016, by Capital World Investors as a result of Capital Research and Management Company acting as investment advisor to various investment companies, including EuroPacific Growth Fund. The Schedule 13G/A reflects that Capital World Investors has sole voting and dispositive power over the Liberty Global Class A shares. EuroPacific Growth Fund filed with the SEC a Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2015 on February 16, 2016, reporting beneficial ownership over 7,194,500 of the Liberty Global Class A shares reported by Capital World Investors and states under certain circumstances it may vote these shares.
(11)The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2015, filed with the SEC on February 12, 2016, by FMR LLC, as a parent holding company of various subsidiaries, Edward C. Johnson III and Abigail P. Johnson, which together beneficially own the shares. The Schedule 13G/A reflects that FMR Co. Inc. owns at least 5% of the shares. The family of Edward C. Johnson III, including Abigail P. Johnson, hold 49% of the voting power of FMR LLC. The Schedule 13G/A reflects that FMR LLC has sole voting power over 818,676 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.
(12)The number of LiLAC Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2015, filed with the SEC on February 12, 2016, by FMR LLC, as a parent holding company of various subsidiaries, Edward C. Johnson III and Abigail P. Johnson, which together beneficially own the shares. The Schedule 13G/A reflects that FMR Co. Inc. owns at least 5% of the shares. The Schedule 13G/A reflects FMR LLC has sole voting power over 121,211 of the LiLAC Class A shares and sole dispositive power over all of the LiLAC Class A shares.
(13)The number of LiLAC Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2015, filed with the SEC on February 16, 2016, by Kora Management LP, as investment manager to Kora Master Fund LP. The Schedule 13G/A reflects that Kora Management LP has sole voting and sole dispositive power over all of the LiLAC Class A shares.
(14)The number of LiLAC Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2015, filed with the SEC on February 16, 2016, by the New Mountain Vantage Advisors L.L.C. as an investment advisor to certain private funds and investment entities and Steven B. Klinsky as managing member of New Mountain Capital Group L.L.C., which is the managing member of New Mountain Vantage Advisors L.L.C. The Schedule 13G/A reflects that New Mountain Vantage Advisers, L.L.C. has shared voting power and shared dispositive power over all of the LiLAC Class A shares.

Security Ownership of Management
The following table sets forth information with respect to the beneficial ownership by each of our directors and each of our named executive officers as described below, and by all of our directors and executive officers as a group, of each classto pre-clear all proposed transactions in our company’s securities, including hedging or monetization transactions, with the legal department or our company’s outside counsel. The policy prohibits short sales of our outstanding shares.
The security ownership information is given ascompany’s securities by any director or employee. Otherwise, we do not have any practices or policies regarding the ability of April 1, 2016our employees (including officers) or directors, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the case of percentage ownership information, is based upon (1) 252,929,858 Liberty Global Class A shares, (2) 10,805,850 Liberty Global Class B shares, (3) 576,899,089 Liberty Global Class C shares, (4) 12,649,786 LiLAC Class A shares, (5) 540,089 LiLAC Class B shares and (6) 30,779,988 LiLAC Class C shares, in each case, outstanding on that date. Although beneficial ownershipmarket value of our Liberty Global Class Cequity securities.

Given the long tenure of most of our directors and officers, and the extent of shares held by directors and LiLAC Class C shares is set forth below, our Liberty Global Class C shares and LiLAC Class C shares are non-voting and, therefore,officers in the case of voting power, arecompany, we do not included. The percentage of voting power is presented on an aggregate basis for each person or group listed below.

Ordinary shares issuable on or within 60 days after April 1, 2016, upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposesrestrict pledges of the following presentation, beneficial ownership ofcompany’s securities by our Liberty Global Class B sharesofficers or directors, and LiLAC Class B shares, although convertible onover several years only a one-for-one basis into our Liberty Global Class A shares and LiLAC Class A shares, respectively, is reported as beneficial ownership of our Liberty Global Class B shares and LiLAC Class B shares only, andfew persons have had any pledges in place. Our NEOs did not as beneficial ownership of our Liberty Global Class A shares and LiLAC Class A shares, as the case may be.
So far as is known to us, the persons indicated below have sole voting powerany pledges in place with respect to the ordinarycompany’s securities as of December 31, 2021. Senior executives of the company are encouraged to hold the company’s shares indicated as owned by them, except as otherwise statedand are subject to a share ownership policy. In most cases the share ownership policy is substantially exceeded. Additional information on our share ownership policy can be found at —Elements of Our Compensation Packages—Share Ownership Policy. The ability to pledge shares in a traditional broker arrangement may facilitate deeper ownership of the notesunderlying shares and discourage sales of shares. Furthermore, executives may have other investments or assets pledged (in addition to the table. With respect to certainshares of our executive officerscompany) within the same financial arrangements and directors, the numberratio of shares indicated as owned by them includes shares held by the 401(k) Plan as of March 31, 2016, for their respective accounts.collateral to principal may be low or otherwise present minimal risk.

Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John C. Malone Liberty Global Class A 1,115,939
(1)(2)(3)(5)(6) *
 24.7%
Chairman of the Board Liberty Global Class B 8,787,373
(2)(3)(4) 81.3%  
  Liberty Global Class C 11,850,113
(1)(2)(5)(6)(7) 2.1%  
  LiLAC Class A 55,796
(1)(2)(3)(6) *
  
  LiLAC Class B 439,368
(2)(3)(4) 81.4%  
  LiLAC Class C 653,616
(1)(2)(6)(7) 2.1%  
          
Andrew J. Cole Liberty Global Class A 24,419
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 61,074
(6) *
  
  LiLAC Class A 1,202
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 3,017
(6) *
  
          
John P. Cole, Jr. Liberty Global Class A 57,160
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 187,294
(6) *
  
  LiLAC Class A 2,830
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 9,314
(6) *
  
          
Miranda Curtis Liberty Global Class A 140,450
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 412,861
(6) *
  
  LiLAC Class A 6,956
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 20,445
(6) *
  


Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
John W. Dick Liberty Global Class A 59,615
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 180,254
(6) *
  
  LiLAC Class A 2,954
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 8,963
(6) *
  
          
Michael T. Fries Liberty Global Class A 818,519
(5)(6)(8)(9) *
 2.1%
Director, Chief Executive Officer & President Liberty Global Class B 666,666
(4) 6.2%  
 Liberty Global Class C 2,221,721
(5)(6)(8)(9) *
  
  LiLAC Class A 56,231
(6)(8)(9) *
  
  LiLAC Class B 33,332
(4) 6.2%  
  LiLAC Class C 111,136
(6)(8)(9) *
  
          
Paul A. Gould Liberty Global Class A 249,939
(6) *
 *
Director Liberty Global Class B 51,429
  *
  
  Liberty Global Class C 1,066,838
(6) *
  
  LiLAC Class A 12,483
(6) *
  
  LiLAC Class B 2,571
  *
  
  LiLAC Class C 53,309
(6) *
  
          
Richard R. Green Liberty Global Class A 37,349
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 105,948
(6) *
  
  LiLAC Class A 1,848
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 5,267
(6) *
  
          
David E. Rapley Liberty Global Class A 14,342
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 50,924
(6) *
  
  LiLAC Class A 712
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 2,691
(6) *
  
          
Larry E. Romrell Liberty Global Class A 32,659
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 82,503
(6) *
  
  LiLAC Class A 1,628
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 4,222
(6) *
  
          
JC Sparkman Liberty Global Class A 46,064
(6) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 127,146
(6) *
  
  LiLAC Class A 2,297
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 6,377
(6) *
  
          
J. David Wargo Liberty Global Class A 65,940
(5)(6)(10) *
 *
Director Liberty Global Class B —
  —
  
  Liberty Global Class C 196,233
(5)(6)(10) *
  
  LiLAC Class A 3,286
(5)(6)(10) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 9,794
(5)(6)(10) *
  
BOARD AND COMMITTEES OF THE BOARD


Name and Address of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership Percent of Class Voting Power
Charles H.R. Bracken Liberty Global Class A 121,983
(6) *
 *
Executive Vice President & Co-Chief Financial Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 436,904
(6) *
  
  LiLAC Class A 8,460
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 22,628
(6) *
  
          
Bernard G. Dvorak Liberty Global Class A 315,791
(5)(6)(8)(11) *
 *
Executive Vice President & Co-Chief Financial Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 1,159,060
(5)(6)(8)(11) *
  
  LiLAC Class A 15,758
(6)(8)(11) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 58,124
(6)(8)(11) *
  
          
Diederik Karsten Liberty Global Class A 202,163
(6) *
 *
Executive Vice President & Chief Commercial Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 571,316
(6) *
  
  LiLAC Class A 10,102
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 28,578
(6) *
  
          
Balan Nair Liberty Global Class A 262,237
(5)(6) *
 *
Executive Vice President & Chief Technology and Innovation Officer Liberty Global Class B —
  —
  
 Liberty Global Class C 808,163
(5)(6)(8) *
  
 LiLAC Class A 13,107
(6) *
  
  LiLAC Class B —
  —
  
  LiLAC Class C 41,033
(6)(8) *
  
          
All directors and executive officers as a group (17 persons) Liberty Global Class A 3,683,183
(12)(13) 1.5% 27.2%
 Liberty Global Class B 9,505,468
(12) 88.0%  
  Liberty Global Class C 19,853,262
(12)(13) 3.4%  
  LiLAC Class A 201,677
(12)(13) 1.6%  
  LiLAC Class B 475,271
(12) 88.0%  
  LiLAC Class C 1,055,252
(12)(13) 3.4%  
_______________
*    Less than one percent.
(1)Includes 90,303 Liberty Global Class A shares, 680,041 Liberty Global Class C shares, 4,515 LiLAC Class A shares and 34,002 LiLAC Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)Includes 48,000 Liberty Global Class A shares, 110,148 Liberty Global Class B shares, 56,444 Liberty Global Class C shares, 2,400 LiLAC Class A shares, 5,507 LiLAC Class B shares and 14,222 LiLAC Class C shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes 8,677,225 Liberty Global Class B shares, 7,117,225 Liberty Global Class C shares, 433,861 LiLAC Class B shares and 375,861 LiLAC Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the Malone Trust.
(3)The Irrevocable Undertaking, dated as of November 16, 2015, from Mr. Malone to CWC contains provisions relating, in certain circumstances, to the voting (subject to certain restrictions) of certain Liberty Global Class A shares, Liberty Global Class B shares, LiLAC Class A shares and LiLAC Class B shares beneficially owned by Mr. Malone and the transferability of such shares. Mr. Malone expressly disclaims the existence of and membership in a group with CWC.

(4)Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares and LiLAC Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and LiLAC Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares and LiLAC Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.    
(5)Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:
  No. of Shares Pledged  
Owner Liberty Global Class A Liberty Global Class C LiLAC Class A LiLAC Class C Entity Holding the Shares
           
John C. Malone —
 726,000
 —
 —
 Merrill Lynch, Pierce, Fenner & Smith Incorporated
John C. Malone 952,177
 1,210,195
 —
 —
 Fidelity Brokerage Services, LLC
Michael T. Fries 116,327
 905,340
 —
 —
 Morgan Stanley Inc.
J. David Wargo 14,275
 42,984
 709
 2,142
 Fidelity Brokerage Services, LLC
Bernard G. Dvorak 15,675
 231,995
 —
 —
 UBS Financial Services, Inc.
Balan Nair 71,294
 284,064
 —
 —
 UBS Financial Services, Inc.
(6)Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2016, as follows:
Owner 
Liberty Global
Class A
 
Liberty Global
Class C
 
LiLAC
Class A
 
LiLAC
Class C
         
John C. Malone 25,459
 58,208
 1,273
 2,922
Andrew J. Cole 4,993
 13,525
 248
 674
John P. Cole, Jr. 46,256
 136,980
 2,307
 6,840
Miranda Curtis 10,979
 31,624
 546
 1,576
John W. Dick 42,482
 136,159
 2,119
 6,799
Michael T. Fries 337,535
 869,441
 16,878
 43,527
Paul A. Gould 41,005
 121,300
 2,046
 6,056
Richard R. Green 31,979
 94,347
 1,595
 4,710
David E. Rapley 11,557
 34,302
 574
 1,709
Larry E. Romrell 8,171
 23,208
 405
 1,155
JC Sparkman 34,802
 103,721
 1,735
 5,178
J. David Wargo 51,507
 152,661
 2,570
 7,624
Charles H.R. Bracken 114,821
 422,579
 7,847
 21,145
Bernard G. Dvorak 219,413
 609,101
 10,969
 30,470
Diederik Karsten 176,467
 480,844
 8,822
 24,057
Balan Nair 183,724
 502,516
 9,185
 25,141
(7)Includes 2,200,000 Liberty Global Class C shares and 110,000 LiLAC Class C shares subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into 20 components each of 110,000 Liberty Global Class C shares and 5,500 LiLAC Class C shares. The components mature on sequential trading days beginning on August 17, 2017 and ending on September 14, 2017.

(8)Includes shares held in the 401(k) Plan as follows:
Owner 
Liberty Global
Class A
 
Liberty Global
Class C
 
LiLAC
Class A
 
LiLAC
Class C
         
Michael T. Fries 1,977
 13,063
 98
 653
Bernard G. Dvorak 510
 11,399
 25
 555
Balan Nair —
 6,615
 —
 314
(9)Includes 46,200 Liberty Global Class A shares, 283,360 Liberty Global Class C shares, 2,310 LiLAC Class A shares and 14,168 LiLAC Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust.
(10)Includes 158 Liberty Global Class A shares, 556 Liberty Global Class C shares, 7 LiLAC Class A shares and 26 LiLAC Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes 32 Liberty Global Class C shares and one LiLAC Class C share held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.
(11)Includes the following securities held by Mr. Dvorak’s spouse, as to which Mr. Dvorak has disclaimed beneficial ownership: (a) 8,060 Liberty Global Class A shares, 102,327 Liberty Global Class C shares, 379 LiLAC Class A shares and 5,056 LiLAC Class C shares; (b) 63,363 Liberty Global Class A shares, 175,383 Liberty Global Class C shares, 3,167 LiLAC Class A shares and 8,769 LiLAC Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2016, and (c) 1,551 Liberty Global Class A shares, 14,416 Liberty Global Class C shares, 77 LiLAC Class A shares and 707 LiLAC Class C shares held in the 401(k) Plan.
(12)Includes 192,721 Liberty Global Class A shares, 110,148 Liberty Global Class B shares, 1,122,760 Liberty Global Class C shares, 5,096 LiLAC Class A shares, 5,507 LiLAC Class B shares and 33,473 LiLAC Class C shares held by relatives of certain directors and executive officers or held pursuant to certain trust arrangements or in managed accounts, as to which shares beneficial ownership has been disclaimed.
(13)Includes 1,498,927 Liberty Global Class A shares, 4,210,907 Liberty Global Class C shares, 77,006 LiLAC Class A shares and 210,616 LiLAC Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable or vest within 60 days of, April 1, 2016; 4,038 Liberty Global Class A shares, 47,558 Liberty Global Class C shares, 200 LiLAC Class A shares and 2,316 LiLAC Class C shares held by the 401(k) Plan; and 1,278,634 Liberty Global Class A shares, 3,830,874 Liberty Global Class C shares, 1,283 LiLAC Class A shares and 7,661 LiLAC Class C shares pledged in support of various lines of credit or margin accounts.
Change in Control
We know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires our executive officersBoard Membership Change-over and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16 forms they file.Experience
Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms furnished to us with respect to our most recent fiscal year, or representations that no Forms 5 were required, we believe that, during the year ended December 31, 2015, our executive officers, directors and greater than 10% beneficial owners have complied with all Section 16(a) filing requirements applicable to them, except the following were not timely filed: a Form 5 reporting two gifts by Mr. Sparkman and a Form 4 reporting a sale by Mr. Nair.

RESOLUTIONS 1, 2 and 3
1.To elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.
2.To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.
3.To elect David E. Rapley as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2019.

Our board of directors currently consists ofhas 12 directors, divided among three classes. Directors in each class serve staggered three-year terms. John P. Cole Jr., a Class III director,members. Our long-serving board member David Rapley has chosendecided to retire from the board effective at the 2022 AGM, at which time our board will reduce to 11 members. The board has three classes of members: Class I directors, effective immediately prior towhose term expires at the 2023 AGM, Class II directors, whose term expires at the 2024 AGM, and not to seek re-election. Upon Mr. J. Cole’s retirement, our board of directors will consist of 11 directors. Our other Class III directors, whose term will expireexpires at the AGM, are Andrew J. Cole, Richard R. Green and David E. Rapley. These2022 AGM. Set forth below is our current board of directors, are nominated for re-electionincluding their committee memberships, if any.

  

        Audit         

 

    Compensation    

 

Nominating &
Corporate
    Governance     

 

Succession
        Planning         

 

    Director  

  Class    

Andrew J. Cole

 

 

 ● ● 

 

 III

Miranda Curtis

 ● 

 

 ● ● II

John W. Dick

 ● 

 

 ● 

 

 II

Marisa D. Drew1

 

 

 

 

 

 

 

 

 III

Michael T. Fries

 

 

 

 

 

 

 

 

 I

Paul A. Gould

 Chair ● ● ● I

Richard R. Green

 

 

 ● ● 

 

 III

John C. Malone

 

 

 

 

 

 

 Chair I

David E. Rapley2

 

 

 

 

 Chair ● III

Larry E. Romrell

 

 

 Chair ● ● I

Daniel E. Sanchez1

 

 

 

 

 

 

 

 

 III

J. David Wargo

 ● 

 

 ● 

 

 II

2021 Committee Meetings

 6 6 1 1 

 

1

Ms. Drew and Mr. Sanchez were appointed to the board on March 16, 2022 and are not currently assigned to any committees.

2

Mr. Rapley has announced his retirement from the board, which retirement will become effective at the 2022 AGM.

During 2021, we had 8 meetings of our full board of directors. Each director attended, either in person or telephonically, at least 75% of the total number of meetings of our board and each committee on which he or she served. The independent directors of Liberty Global held five executive sessions without the participation of management during 2021. Our board of directors encourages all members to continue to serve as Class III directors, and we have been informed thatattend each of them is willing to serve as a director of our company. The term of the Class III directors who are elected at the AGM will expire at the annual general meeting of our shareholders in the year 2019. Our Class I directors, whose term will expire at the annual general meeting of our shareholders in the year 2017, are Miranda Curtis, John W. Dick, JC Sparkman and J. David Wargo. Our Class II directors, whose term will expire at the annual general meeting of our shareholders in the year 2018, are Michael T. Fries, Paul A. Gould, John C. Malone and Larry E. Romrell.

If any nominee should decline re-election or should become unable to serve as a director of our company for any reason before re-election, a substitute nominee may be designated by our board of directors.
We provide below biographical information with respectshareholders. Due to the three nominees for election as directorsCOVID-19 pandemic and the eight directors of our company whose term of office will continue after thefully-remote and shortened AGM including the age of each person, the positions with our company or principal occupation of each person, individual skills and experiences, certain other directorships held and the year each person became a director of our company. The number of our ordinary shares beneficially owned by each director, as of April 1, 2016, is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management—Security Ownership of Management. As indicated in the biographies, our board believes the skills and experiences of each of our nominees, as well as our other directors, qualify them to serve as one of our directors.
Vote and Recommendation
We have majority voting for the election of directors. When a quorum is present, the affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to elect Messrs. A. Cole, Green and Rapley as Class III members2021, none of our board of directors, as provided in resolutions 1, 2, and 3, respectively.
Our board of directors recommends a vote “FOR” the election of each nominee to our board of directors.
Nominees for Election of Directors
Andrew J. Cole, 49, became a director in June 2013 in connection with our acquisition of Virgin Media Inc. (Virgin Media) and is a member of the nominating and corporate governance committee of our board. Until June 2013, he was a director of Virgin Media, then a public company, for almost five years where he also served on its compensation and the nominating and corporate governance committees.
Mr. Cole has served as the chief executive officer of Glow Financial Services Ltd., a private U.K. company, since July 2014. Glow Financial Services is a full service provider of handset and home device financing for wireless carriers and cable companies. Until July 2014, he was the chief executive director of the European division of Asurion Corp., a private entity. He assumed that role in May 2009, after serving as chief marketing officer and senior vice president at Asurion Corp. from April 2007. Asurion Corp. is the world’s largest technology protection company. He is also a director of Arundel Capital, a New York based hedge fund focused on the health-care industry. Mr. Cole has over 20 years of experience working in the telecommunications and media industry with a particular depth of experience in the mobile sector. He has consulted with Orange, Google, Apple, Verizon, Slovakia Telecom and others when he was president of CSMG Advents, a strategic consultancy that focused on the telecommunications media and entertainment markets, from October 2005 to April 2007. Mr. Cole received his Bachelor’s and Master’s Degrees from Bristol University and Oxford University, respectively.

Mr. Cole’s extensive background in the telecommunication and media industry and his particular knowledge and experience in the mobile sector as well as his expertise in marketing and strategy contributes to our board’s evaluation of our mobile business and acquisition and divestiture opportunities and strategies and our capital structure and strengthens our board’s collective qualifications, skills and attributes.
Richard R. Green, 78, has served as one of our directors since December 2008 and is a member of the nominating and corporate governance committee of our board. For over 20 years, Mr. Green served as president and chief executive officer of Cable Television Laboratories, Inc., a non-profit cable television industry research and development consortium (CableLabs®) before retiring in December 2009. While at CableLabs®, Mr. Green oversaw the development of DOCSIS technology, the establishment of common specifications for digital voice and the deployment of interactive television, amongmembers, other technologies for the cable industry. Prior to joining CableLabs®, he was a senior vice president at PBS (1984 – 1988), where he was instrumental in establishing PBS as a leader in high definition television and digital audio transmission technology, and served as a director of CBS’s Advanced Television Technology Laboratory (1980 – 1983), where he managed and produced the first high definition television programs in December 1981, among other accomplishments. Mr. Green is the author of over 55 technical papers on a variety of topics. In 2012, Mr. Green received the Charles F. Jenkins Lifetime Achievement Award from the Academy of Television Arts & Sciences for the Primetime Emmy Engineering Awards.
Mr. Green is a professor and the director of the Center for Technology Innovation at the University of Denver. He is also a director of Shaw Communications, Inc. (Shaw) (since July 2010), a telecommunications company based in Canada, where he is a member of the audit committee, and a director of Jones/NCTI, a Jones Knowledge Company, which is a workforce performance solutions company for individuals and broadband companies. He is also a member of the board of directors of Liberty Broadband Corporation (since November 2014), where he serves as chairman of its nominating and corporate governance committee and as a member of its audit committee and compensation committee. He is also a member of the boards of directors of several non-profit institutions and is an honorary board member of The Cable Center. In addition, he is a member of the Federal Communications Commission’s Technical Advisory Council and a fellow of the Society of Motion Picture and Television Engineers. He previously was a member of the International Telecommunication Union, a United Nations consultative committee charged with the responsibility for recommending worldwide standards for advanced television services and past chairman of Study Group 9 of such committee. Mr. Green received his Bachelor’s Degree in physics from Colorado College, his Master’s Degree in physics from the State University of New York and a Ph.D. from the University of Washington, where he specialized in astrophysics.
Mr. Green’s extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services contribute to our board’s evaluation of technological initiatives and challenges and strengthen our board’s collective qualifications, skills and attributes.
David E. Rapley, 74, has served as one of our directors since June 2005 and is the chair of the nominating and corporate governance committee and a member of the succession planning committee of our board. He was a director of LGI International, Inc. (LGI International) from May 2004 to June 2005.
Mr. Rapley has over 30 years of experience as a founder, executive, manager and director of various engineering firms. He founded Rapley Engineering in 1985 and, as its president and chief executive officer, oversaw its development into a full service engineering firm at the time of its sale to VECO Corporation (VECO) in 1998. Following the sale, Mr. Rapley served as executive vice president, Engineering of VECO, an Alaska-based firm providing engineering, design, construction and project management services to the energy, chemical and process industries domestically and internationally, until his retirement in December 2001. Until June 2013, Mr. Rapley was a director of Merrick & Co., a private firm providing engineering and other services to domestic and international clients. From 2006 to 2011, Mr. Rapley was chairman of the board of Merrick Canada ULC. Mr. Rapley has authored technical papers on engineering processes and computer systems. He is a graduate of Hendon College of Technology (England), with a degree in mechanical engineering.
Mr. Rapley is a director of Liberty Media Corporation (LMC), which owns interests in a broad range of media, communications and entertainment businesses, and of Liberty Interactive Corporation (LIC),which owns interests in a broad range of video and online commerce businesses. He has been a director of LMC, LIC and their predecessors since 2002. He currently serves on LMC’s compensation committee and is the chairman of its nominating and governance committee, and he currently serves on LIC’s audit committee and its compensation committee and is the chairman of its nominating and governance committee.

Mr. Rapley’s significant professional and business background as an engineer, entrepreneur and executive contributes to our board’s consideration of technological initiatives and challenges and strengthens our board’s collective qualifications, skills and attributes.
Directors Whose Term Expires in 2017
Miranda Curtis, 60, has served as one of our directors since June 2010 and is a member of the audit, the nominating and corporate governance and the succession planning committees of our board. Until March 31, 2010, Ms. Curtis was the president of our Liberty Global Japan division. She served as senior vice president of one of our predecessors, LGI International, and president of its Asia division from March 2004 to June 2005.
Ms. Curtis has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the U.K. cable industry. She joined the predecessor of our subsidiary, Liberty Media International Holdings, LLC (LMINT), in 1992 when it was formed as the international division of Tele-Communications, Inc. (TCI). Thereafter, she assumed executive positions of increasing responsibility at this company, with a primary focus on business development and the management of complex international distribution and content joint ventures. As executive vice president (1996 – 1999) and then president (1999 – 2004) of LMINT, she oversaw all cable and programming investments of TCI and subsequently LIC (then known as Liberty Media Corporation), in Japan, the U.K. and Continental Europe. She was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecommunications Co. Ltd. (J:COM), the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. Ms. Curtis’ employment as an officer of our company terminated following the sale of substantially all of our investments in Japan in February 2010.
Ms. Curtis is a director of the U.K. public company Marks & Spencer plc (since February 2012), a retailer of clothing and home products where she is also a member of the audit committee, and chairman of the board of Waterstones Booksellers Ltd. (since October 2011), a book retailer. She is also a member of the Board of Governors of the Institute for Government, a non-profit organization in the U.K. working to increase government effectiveness, and is involved in a number of philanthropic organizations. Ms. Curtis’ prior public company board experiences include serving as a non-executive director of Telewest Communications plc (1998 – 2002), at the time the second largest multiple cable system operator in the U.K., Flextech plc (1998 – 2000), at the time a leading supplier of basic tier channels to the U.K. pay television market, J:COM (2005 – March 2010), and National Express Group plc, an international public transport group (2008 – 2011). Ms. Curtis was also a member of the compensation committee for each of Telewest Communications plc and J:COM. She is a graduate of the University of Durham, England.
Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contribute to our board’s consideration of operational developments and strategies and strengthen our board’s collective qualifications, skills and attributes.
John W. Dick, 78, has served as one of our directors since June 2005 and is a member of the audit and the nominating and corporate governance committees of our board. He was a director of UnitedGlobalCom LLC (UGC) from March 2003 until UGC’s business combination with LGI International. Mr. Dick has over 40 years of experience as a founder, director and chairman of public and private companies in a variety of industries, including real estate, automotive, telecommunications, oil exploration and international shipping based in a number of countries and regions, including the U.S., Canada, Europe, Australia, Russia, China and Africa.
Currently, Mr. Dick serves as a director and non-executive chairman of the board of O3B Networks Limited, a private company which is building a new fiber-quality, satellite-based, global internet backbone connecting telecommunications operators and internet service providers in emerging markets with the networks of developed countries. He also served as a director of Austar United Communications Ltd. (Austar) from 2002 until its sale in May 2012. In addition, Mr. Dick was a director and non-executive chairman of the board of Terracom Broadband, a private company that developed and operated a fiber-based internet network and a digital cellular network in Rwanda, and following its purchase by Terracom Broadband, of

Rwandatel, the incumbent telephone company in Rwanda, until the sale of these companies in 2007. From 1984 to December 2007, he was a director and non-executive chairman of the board of Hooper Industries Group, a privately held U.K. group consisting of: Hooper and Co (Coachbuilders) Ltd. (building special bodied Rolls Royce and Bentley motorcars), Hooper Industries (China) (providing industrial products and components to Europe and the U.S.) and, until 2002, MetroCab UK (manufacturing London taxicabs) and Moscab (a joint venture with the Moscow city government to produce Metrocabs for Russia). Mr. Dick is a graduate of Wheaton College, Illinois (B.A. Political Science and Economics) and University of Toronto School of Law.
Mr. Dick’s extensive business background in a variety of industries and countries and his particular knowledge as an experienced board member of various entities that have evaluated and developed business opportunities in international markets contribute to our board’s consideration of strategic options and strengthen our board’s collective qualifications, skills and attributes.
JC Sparkman, 83, has served as one of our directors since June 2005 and is the chair of the compensation committee and a member of the nominating and corporate governance and the succession planning committees of our board. He was a director of LGI International, from November 2004 to June 2005. Mr. Sparkman has over 30 years of experience in the cable television industry. He was executive vice president and chief operating officer of TCI for eight years until his retirement in 1995. During his over 26 years with TCI, he held various management positions of increasing responsibility, overseeing TCI’s cable operations as that company grew through acquisitions, construction of new networks and expansion of existing networks into the largest multiple cable system operator in the U.S. at the time of his retirement. In September 1999, he co-founded Broadband Services, Inc., a provider of asset management, logistics, installation and repair services for telecommunications service providers and equipment manufacturers domestically and internationally. He served as chairman of the board and co-chief executive officer of Broadband Services until December 2003.
Mr. Sparkman is an experienced public company board member. Since 1994, he has been a director of Shaw, and he is a member of the executive and human resources and compensation committees of Shaw’s board. He is also a director and member of the compensation committee of Universal Electronics, Inc. (since 1998), a global leader in wireless control technology.
Mr. Sparkman’s significant background as an executive and board member and his particular knowledge of, and experience with, all aspects of cable television operations contribute to our board’s consideration of operational developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.
J. David Wargo, 62, has served as one of our directors since June 2005 and is a member of the audit and the nominating and corporate governance committees of our board. He was a director of LGI International, from May 2004 to June 2005. Mr. Wargo has over 35 years of experience in investment research, analysis and management. He is the founder and president of Wargo & Company, Inc., a private company specializing in investing in the communications industry since 1993. Mr. Wargo is a co-founder and was a member of New Mountain Capital, LLC from 2000 to 2008. Prior to starting Wargo & Company, he was a managing director and senior analyst of The Putnam Companies (1989 – 1992), senior vice president and a partner in Marble Arch Partners (1985 – 1989) and senior analyst and a partner in State Street Research and Management Company (1978 – 1985). Mr. Wargo received his Bachelor’s Degree in physics and Master’s Degree in nuclear engineering from Massachusetts Institute of Technology (M.I.T.) and an M.B.A. from M.I.T.’s Sloan School of Management.
Mr. Wargo is a director of (a) Discovery Communications, Inc. (since September 2008), where he is also a member of the audit committee and chair of the nominating and corporate governance committee, (b) Strayer Education, Inc. (since March 2001), where he is chairman of the compensation committee, (c) Liberty TripAdvisor Holdings, Inc. (since August 2014), where he is also a member of the audit committee, the compensation committee and the chairman of the nominating and corporate governance committee, and (d) Liberty Broadband Corporation (since March 2015), where he is also a member of the audit committee, the compensation committee and the nominating and corporate governance committee. In addition, he is a director of the private company Vobile, Inc. His previous board experience includes the following public companies: Discovery Holding Company (2005 – 2008), Fun Technologies Inc. (2007 – 2008), OpenTV Corp. (2002 – 2007), On Command Corporation (1998 – 2003), Gemstar-TV Guide International, Inc. (2000 – 2001) and TV Guide, Inc. (and its predecessor) (1996 – 2000).
Mr. Wargo’s extensive background in investment analysis and management and as a public company board member and his particular knowledge of, and experience with, finance and capital markets contribute to our board’s consideration of our capital structure and evaluation of investment and financial opportunities and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

Directors Whose Term Expires in 2018
Michael T. Fries, 53, has served as our chief executive officer, president and vice chairman of our board since June 2005. He was chief executive officer of UGC from January 2004 until the businesses of UGC and LGI International were combined under our predecessor LGI.
than Mr. Fries, has nearly 30 years of experienceattended the 2021 AGM in the cable and media industry, starting with the investment banking division of PaineWebber Incorporated where he specialized in domestic and international transactions for media companies before joining the management team of UGC’s predecessor in 1990 shortly after its formation. As senior vice president, Business Development, of UGC’s predecessor from 1990 to 1995, Mr. Fries was responsible for managing its global acquisitions and new business development functions, which included investing in, acquiring or launching multichannel distribution or programming businesses in over 20 countries around the world. From 1995 to 1998, he was president of the Asia/Pacific division and, among other duties, managed the formation and operational launch of the business and subsequent flotation of the stock of Austar, then an Australia public company and one of our subsidiaries. He was promoted to president and chief operating officer in 1998 and chief executive officer of UGC in 2004. During this period, he oversaw UGC’s growth across all business units and geographic territories into a leading international broadband communications provider. He also managed UGC’s financial and strategic initiatives, including various transactions with LIC, then known as Liberty Media Corporation, and LGI International from 1998 to 2005 that led up to and culminated in the formation of our predecessor LGI.
Currently, Mr. Fries is a director of Lions Gate Entertainment Corp. (since November 2015) and Grupo Television S.A.B. (since April 2015). Previously, he served as a director of UGC and its predecessor from 1999 to 2005. Mr. Fries was chairman of the supervisory boards of two UGC publicly-held European subsidiaries, UPC (1998 – 2003) and Priority Telecom N.V. (2002 – 2006). He also served as executive chairman of Austar from 1999 until 2003, and thereafter as non-executive chairman of Austar until its sale in May 2012. Mr. Fries is a director of CableLabs®, The Cable Center, the non-profit educational arm of the U.S. cable industry, and various other non-profit and privately held corporate organizations. He serves as a Telecom Governor and Steering Committee member of the World Economic Forum. Mr. Fries received his Bachelor’s Degree from Wesleyan University (where he is a member of the board of trustees) and his Master’s of Business Administration from Columbia University.
Mr. Fries’ significant executive experience building and managing international distribution and programming businesses, in-depth knowledge of all aspects of our current global business and responsibility for setting the strategic, financial and operational direction for our company contribute an insider’s perspective to our board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthen our board’s collective qualifications, skills and attributes.
Paul A. Gould, 70, has served as one of our directors since June 2005 and is the chair of the audit committee and a member of the nominating and corporate governance and the succession planning committees of our board. He was a director of UGC from January 2004 until UGC’s business combination with LGI International.
Mr. Gould has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC, a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices.
Currently, Mr. Gould is a director of Ampco-Pittsburgh Corporation (since 2002), Discovery Communications, Inc. (since September 2008), where he is a member of the compensation committee, and the private company O3B Networks Limited. His committee experience includes audit, executive, compensation, corporate governance and investment. In addition, Mr. Gould serves on the board of trustees of Cornell University, where he is the chair of its investment committee; serves as an overseer for Weill Cornell Medical College; and serves on the boards of the Wildlife Conservation Society, where he is the chair of its investment committee, and the New School University. He is also a member of the advisory committee to the International Monetary Fund’s investment committee. Mr. Gould’s previous board experience includes the following public companies: DIRECTV (2009 – 2010), LIC (and its predecessor) (2001 – 2009), Discovery Holding Company (2005 – 2008), The DirecTV Group, Inc. (2009) and On Command Corporation (2002 – 2003). He attended Cornell University and received his Bachelor’s Degree in biochemistry from Fairleigh Dickinson University.

Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contribute to our board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.
John C. Malone, 75, has served as our chairman of the board and as one of our directors since its inception and is a member of the executive and the succession planning committees of our board. He was president, chief executive officer and chairman of the board of LGI International, from March 2004 to June 2005. Mr. Malone served as a director of UGC and its predecessors from November 1999 to July 2013.
Mr. Malone is an experienced business executive, having served as the chief executive officer of TCI for over 25 years until its acquisition by AT&T Corporation in 1999. During that period, he successfully led TCI as it grew through acquisitions and construction into the largest multiple cable system operator in the U.S., invested in and nurtured the development of unique cable television programming, including the Discovery Channel, QVC and Starz/Encore, expanded through joint ventures into international cable operations in the U.K. (Telewest Communications plc), Japan (J:COM) and other countries, and invested in new technologies, including high speed internet, alternative telephony providers, wireless personal communications services and direct-to-home satellite.
Currently, Mr. Malone is chairman of the board and a director of LMC and LIC. He has held these positions with LMC, LIC and their predecessor companies since 1990 and was also chief executive officer of LIC (then known as Liberty Media Corporation) from August 2005 to February 2006. His other public directorships currently include Lions Gate Entertainment Corp. (since March 2015), Charter Communications, Inc. (since May 2013), Discovery Communications, Inc. (since September 2008), Expedia, Inc. (since December 2012, having previously served as a director from August 2005 to November 2012) and Liberty Broadband Corporation (since November 2014). Mr. Malone has also been a director of Liberty TripAdvisor Holdings, Inc. (2014 – 2015), Sirius XM Radio, Inc. (2009 – 2013), Ascent Capital Group, Inc. (2010 – 2012), Live Nation Entertainment, Inc., where he was also interim chairman of the board (2010 – 2011), DIRECTV, where he was also chairman of the board (2009 – 2010), IAC/InterActiveCorp. (2006 – 2010), Discovery Holding Company (2005 – 2008), The DirecTV Group, Inc. (2008 – 2009) and The Bank of New York Company, Inc. (2005 – 2007).
Mr. Malone is the chairman emeritus of CableLabs® and an honorary board member of The Cable Center. He also served as a director of the National Cable Television Association from 1974 to 1977 and 1980 to 1993. Mr. Malone holds a Bachelor’s Degree in electrical engineering and economics from Yale University and a Master’s Degree in industrial management and a Ph.D. in operations research from Johns Hopkins University.
Mr. Malone’s proven business acumen as a long time chief executive of large, complex organizations and his extensive knowledge and experience in the cable television, telecommunications, media and programming industries are a valuable resource to our board in evaluating the challenges and opportunities of our global business and our strategic planning and strengthen our board’s collective qualifications, skills and attributes.
Larry E. Romrell, 76, has served as one of our directors since June 2005 and is a member of the compensation and the nominating and corporate governance committees of our board. He was a director of LGI International from May 2004 to June 2005. Mr. Romrell has over 30 years of experience in the telecommunications industry. He was an executive vice president of TCI from January 1994 to March 1999, when it was acquired by AT&T Corporation, and a senior vice president of TCI from 1991 to 1994. Prior to becoming an executive officer at TCI, Mr. Romrell was president and chief executive officer of WestMarc Communications, Inc., a subsidiary of TCI engaged in the cable television and common carrier microwave communications businesses, and held various executive positions with that company (formerly known as Western Tele-Communications, Inc.) for almost 20 years, including when it was a separate public company. As an executive at TCI, Mr. Romrell oversaw TCI’s investments in and development of companies engaged in other telecommunications businesses, including At Home Corporation (@Home), a provider of high speed multimedia internet services, and Teleport Communications Group Inc. (TCG), a competitive local exchange carrier.
Mr. Romrell currently is a director of LMC and LIC, positions he has held with LMC, LIC and their predecessors since 2001, and serves on the audit and nominating and governance committees of each of LMC’s and LIC’s boards. Mr. Romrell also serves as a director of Liberty TripAdvisor Holdings, Inc. (since August 2014) and serves on its compensation committee and its nominating and corporate governance committee. Formerly, he was a member of the compensation committee of LIC’s

board. Mr. Romrell’s prior board experience includes the following public companies: Ascent Capital Group, Inc.’s predecessor (2000 – 2003), Arris Group, Inc. (2000 – 2003), General Communication Inc. (1980 – 2001), as well as @Home and TCG.
Mr. Romrell’s extensive business background and his particular knowledge and experience in telecommunications technology and board practices of other public companies contribute to our board’s consideration of operational and technological developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE
person.

Information with respect to each of the current committees of our board of directors is provided below. Our board may from time to time establish certain other committees of the board, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of our board, subject to applicable law.

Audit Committee
Our board of directors has established anadopted a written charter for each of its committees, which are available on our website at www.libertyglobal.com.

Committees of the Board

Audit Committee

A description of the audit committee whose members are Miranda Curtis, John W. Dick, Paul A. Gould (chairman) and J. David Wargo.members’ respective experience is set forth under Director Biographies below. Our board of directors has determined that Ms. Curtis and Messrs. Gould, Dick and Wargo are independent, as independence for audit committee members is defined in the NASDAQ rules as well as the rules and regulations adopted by the SEC relating to independence of audit committee members. In addition, our board of directors has determined that more than one member of the committee, including its chairman, Mr. Gould, qualifies as an “audit committee financial expert” under applicable SEC rules and regulations. A description of their respective experiences is set forth under Resolutions 1, 2, and 3 above.

The audit committee reviews and monitors our corporate financial reporting and our internal and external audits. The audit committee’s functions include:

appointing and, if necessary, replacing our independent auditors;

reviewing and approving, in advance, the scope and the fees of all auditing services, and all permissible non-auditing services, to be performed by our independent auditors;

reviewing our annual audited financial statements with our management and our independent auditors and making recommendations regarding inclusion of such audited financial statements in certain of our public filings;

overseeing the work of our independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attestattestation services, including holding quarterly meetings to review our quarterly reports and releases, discussing with our independent auditors issues regarding the ability of our independent auditors to perform such services, reviewing with our independent auditors any audit related problems or difficulties and the response of our management, and addressing other general oversight issues;

reviewing and discussing with management and our independent auditors issues regarding accounting principles, tax matters, effectiveness of internal controls, financial reporting, and regulatory and accounting initiatives;

reviewing quarterly earnings releases;

overseeing the maintenance of an internal audit function, discussing with our independent auditors, the internal auditor and our management, as appropriate, the internal audit function’s responsibilities, budget and staff, periodically reviewing with our independent auditors the results and findings of the internal audit function and coordinating with our management to ensure that the issues associated with such results and findings are addressed;

discussing with management financial risk exposure and risk management policies;

reviewing disclosures by our certifying officers on any significant deficiencies or material weaknesses in the design or operation of our internal controls and any fraud involving persons who have a significant role in our internal controls;

overseeing management’s processes and activities with respect to confirming compliance with applicable securities laws and SEC and NASDAQ rules relating to our accounting and financial reporting processes and the audit of our financial statements;

establishing procedures for the consideration of alleged violations of the code of business conduct and the code of ethics adopted by our board and for the reporting and disclosure of violations of or waivers under such codes;

establishing procedures for receipt, retention and treatment of complaintsallegations on accounting, internal accounting controls or audit matters; and

preparing a report for our annual proxy statement.


Our board of directors has adopted a written charter for the audit committee, which is available on our website at www.libertyglobal.com.

In addition to the foregoing, as provided in our corporate governance guidelines referenced above, the audit committee must review and approve any related party transaction in which an executive officer has a direct or indirect interest for which disclosure is required under SEC rules.

Compensation Committee

The compensation committee sets our overall compensation philosophy and oversees our executive compensation and benefits programs, policies and practices. The compensation committee’s functions include:

reviewing and approving annual and long-term performance goals and objectives for our CEO;

Our

evaluating the performance of and determining the compensation for our CEO;

reviewing and approving the compensation of our executive officers and certain other executives, including any employment agreements;

reviewing and approving the employment agreements of our executive officers and certain other executives and any applicable amendments;

reviewing and approving cash-based and equity-based compensation plans that are shareholder approved and awards granted thereunder where participants are executive officers and other members of senior management;

discussing with management the risk from our compensation program and policies;

reviewing shareholder votes on compensation matters and making recommendations to the board of directors has establishedwhat actions, if any are warranted; and

preparing a compensation committee, whose members are John P. Cole, Jr., Larry E. Romrell and JC Sparkman (chairman). Following Mr. J. Cole’s retirement fromreport for our board of directors on June 16, 2016, our board intends to appoint another director to the compensation committee. annual proxy statement.

See Corporate Governance—Director Independence above. Our board of directors has adopted a written charter for the compensation committee, which is available on our website at www.libertyglobal.com. See Executive Officers and Directors Compensation—Compensation — Compensation Discussion and Analysis below for a description of the responsibilities of the compensation committee on matters related to executive compensation and administration of the various incentive plans of our company for awards to employees.

As stated in its charter, the

The compensation committee has the authority to engage its own compensation consultants and other independent advisors. During 2015,2021, the compensation committee did not retain any independent advisors for purposes of rendering advice on our executive compensation.

Compensation Committee Interlocks and Insider Participation
During 2015, none of the members of our compensation committee was an officer or employee of our company or any of our subsidiaries, was formerly an officer of our company or any of our subsidiaries, or had any relationship requiring disclosure under applicable securities laws.
Executive Committee
Our board of directors has established an executive committee pursuant to our articles of association, whose members are Michael T. Fries and John C. Malone. Except as specifically prohibited by the Companies Act or limited by our board of directors, the executive committee may exercise all the powers and authority of our board in the management of our business and affairs between board meetings, including the power and authority to authorize the issuance of ordinary shares of our capital stock, with the exception of certain matters, including amendments to the articles of association and fundamental changes to Liberty Global (such as a merger or sale of substantially all of its assets).

Nominating and Corporate Governance Committee

Our board of directors has established a nominating and corporate governance committee, whose members are Andrew J. Cole, John P. Cole, Jr. (until his retirement on June 16, 2016), Miranda Curtis, John W. Dick, Paul A. Gould, Richard R. Green, David E. Rapley (chairman), Larry E. Romrell, JC Sparkman and J. David Wargo. See Corporate Governance—Director Independence above.

The nominating and corporate governance committee identifies and recommends persons as nominees to our board of directors. As stated above, it alsodirectors, reviews from time to time theour corporate governance guidelines applicable to us and oversees the evaluation of our board of directors. Its duties include:

reviewing and recommending compensation for our non-executivedirectors, including equity-based awards;

developing criteria for board membership;

reviewing candidates recommended by shareholders for elections to the board; and

assessing director and makes recommendations to our board, as it may deem appropriate. Further, at the request of our board, the nominating and corporate governance committee assists our board in discharging its duties relating to compensation of our independent directors and our chairman of the board.candidate independence.

The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such nominations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Nominating and Corporate Governance Committee, Liberty Global plc, 161 Hammersmith Road, London W6 8BS, United Kingdom,U.K., Attn: General Counsel. Shareholder recommendations must be made in accordance with our articles of association, as discussed under Shareholder Resolutions below, in this proxy statement, and contain the following information:

the proposing shareholder’s name and address and documentation indicating the number of ordinary shares beneficially owned by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;


the candidate’s name, age, business and residenceresidential addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;

a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board;

any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of suchthe candidate as a director;

a representation as to whether the proposing shareholder intends to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;

a representation that the proposing shareholder intends to appear in person or by proxy at the annual general shareholders meeting at which the person named in such notice is to stand for election; and

a signed consent of the candidate to serve as a director, if nominated and elected.

In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing shareholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.

To be nominated to serve as a director, a nominee need not meet any specific, minimum criteria; however, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity and values and should be committed to our long-term interests and the interests of our shareholders. When evaluating a potential director nominee, including one recommended by a shareholder, the nominating and corporate governance committee will take into account a number of factors, including, but not limited to,which may include the following:

independence from management; education and professional background; judgment, skill and reputation;

understanding of our business and the markets in which we operate;

expertise that is useful to us and complementary to the expertise of our other directors;

existing commitments to other businesses as a director, executive or owner;

personal conflicts of interest, if any; and

the size and composition of our existing board of directors.

The nominating and corporate governance committee does not have a formal policy on diversity.diversity, although it adheres to all applicable regulations and rules concerning diverse representation on the board. It does, however, consider also considers

whether the nominee has personal capabilities and qualifications that contribute to the overall diversity of our board. For this purpose, the committee construes diversity broadly to include a variety of perspectives, opinions, professional backgrounds and experiences.

When seeking director candidates, for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the board of directors, it may recommend to our full board that candidate’s appointment or election.

Prior to nominating an incumbent director for re-election at an annual general meeting, the nominating and corporate governance committee considers, in addition to the foregoing criteria, the director’s past attendance at, and participation in, meetings of our board of directors and its committees and the director’s formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member.

Based on the foregoing considerations, the nominating and corporate governance committee determined to recommend Ms. Drew and Messrs. A. Cole, Green and RapleySanchez for nomination for re-election at the 2022 AGM to our board.

Our board of directors has adopted a written charter for the nominating and corporate governance committee. The charter is availableserve on our websiteboard as Class III directors, for a term expiring at www.libertyglobal.com.

the 2025 annual general meeting or until a successor in interest is appointed.

Succession Planning Committee

Our board of directors has established a succession planning committee to assist the full board in succession planning for our CEO.CEO and other executive officers. The responsibilities of the succession planning committee include the development of candidate profiles and qualifications, the identification and evaluation of potential internal candidates and opportunities for their development, the evaluation of potential external candidates and annual reporting to the full board on the results of its work. Our CEO collaborates with the succession planning committee in the performance of its functions. Members of the succession planning committee are our chairman of the board, the chairs of each of the audit, compensation and nominating and corporate governance committees and Miranda Curtis, one of our directors. Our board of directors has adopted a written charter for the succession planning committee, which is available on our website at www.libertyglobal.com.

Board Meetings
During 2015, we had 11 meetings of our full

Executive Committee

Our board of directors ninehas established an executive committee pursuant to our articles of association, whose members are Michael T. Fries and John C. Malone, neither of whom is an independent director. The primary purpose of the executive committee is to exercise powers of the board of directors on matters requiring expediency that arise between regularly scheduled board meetings, such as financings, investments, tax planning, acquisitions and divestitures and similar matters. Except as specifically prohibited by the Companies Act or limited by our board of directors, the executive committee may exercise all the powers and authority of our audit committee, six meetingsboard in the management of our compensation committeebusiness and twoaffairs between board meetings, including the power and authority to authorize the issuance of ordinary shares of our capital stock, with the exception of certain matters, including amendments to the articles of association and fundamental changes to Liberty Global (such as a merger or sale of substantially all of its assets).

Name & Positions

Experience

John C. Malone

Chairman

Class II Director

Age: 80

Director since: June 2005

Public Company Directorships:

Liberty Media Corporation

(Chairman since August 2011)

Qurate Retail, Inc.
(since 1994; Chair 1994 to March 2018)

Discovery, Inc.
(since September 2008)

Liberty Broadband Corporation
(Chairman since November 2014)

Liberty Expedia Holdings,

Inc.
(Chairman November 2016 to July 2019)

GCI Liberty Inc.
(Chair from March 2018 to December 2020)

Liberty Latin America Ltd.
(from December 2017 to December 2019)

Charter Communications, Inc.
(May 2013 to July 2018)

Lions Gate Entertainment Corp
(March 2015 to September 2018)

Expedia Group, Inc.
(December 2012 to December 2017)

Mr. Malone is an experienced business executive, having served as the chief executive officer of TeleCommunications Inc (TCI). for over 25 years until its acquisition by AT&T Corporation in 1999. During that period, he successfully led TCI as it grew through acquisitions and construction into the largest multiple cable system operator in the U.S., invested in and nurtured the development of unique cable television programming, including the Discovery Channel, QVC and Starz/Encore, expanded through joint ventures into international cable operations in the U.K. (Telewest Communications plc), Japan (Jupiter Telecommunications Co. Ltd. (J:COM)) and other countries, and invested in new technologies, including high speed internet, alternative telephony providers, wireless personal communications services and direct-to-home satellite.

Mr. Malone is considered worldwide to be one of the preeminent figures in the telecommunications and media industries. Mr. Malone’s proven business acumen as a long-time chief executive of large, complex organizations and his extensive knowledge and experience in the cable television, telecommunications, media and programming industries are a valuable resource to our board in evaluating the challenges and opportunities of our global business and our strategic planning and strengthen our board’s collective qualifications, skills and attributes.

Name & Positions

Experience

Other Positions:

CableLabs®

(Chairman Emeritus)

The Cable Center

(honorary board member)

Michael T. Fries

Vice Chairman

Class II Director

Age: 59                

Director since: June 2005

Public Company Directorships:

Sunrise Communications Group AG
(since November 2020, delisted April 2021), subsidiary of the Company

Lions Gate Entertainment Corp.
(since November 2015)

Grupo Televisa S.A.B.

(since April 2015)

Liberty Latin America Ltd.

(Chairman since December 2017)

Other Positions:

Cablelabs®—Board member

World Economic Forum—Digital Communications Governor & Steering Committee member

The Paley Center for Media—trustee

YouTube—Advisory Board Member

Mr. Fries has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global, a position he has held since 2005, and is the Vice Chairman of the Liberty Global board. As an executive officer of Liberty Global and co-founder of its predecessor, Mr. Fries has overseen the company’s growth into a world leader in converged broadband, video and mobile communications. With approximately 34,000 employees across our consolidated and joint venture companies, 85 million broadband, video and mobile retail and wholesale subscribers and more than $7.5 billion in consolidated revenue and more than $19 billion of revenue generated by the company’s Virgin Media — O2 and VodafoneZiggo joint ventures, Liberty Global is dedicated to building Tomorrow’s Connections Today by investing in the infrastructure that empowers customers and deploying the advanced technologies that nations and economies need to thrive. Additionally, Liberty Global’s investment arm includes a portfolio of more than 50 companies across content, technology and infrastructure, including strategic stakes in companies like Plume, ITV, Lions Gate, Univision and the Formula E racing series. Mr. Fries also serves as the Executive Chairman of Liberty Latin America Ltd., a leading broadband, video, telephony and mobile communications company operator in Chile, Puerto Rico, the Caribbean and other parts of Latin America.

Throughout his career, Mr. Fries has received several recognitions, including induction into the Cable Hall of Fame and the Broadcasting & Cable Hall of Fame, Entrepreneur of the Year in Media & Communications (Ernst & Young) and Industry Leader of the Year (Digital TV Europe).

Mr. Fries’ significant executive experience building and managing converged video, broadband, mobile and entertainment platforms, in-depth knowledge of all aspects of our current global business and responsibility for setting the strategic, financial and operational direction for our company contribute an insider’s perspective to our board’s consideration of the strategic, operational and financial challenges and opportunities of our business, and strengthen our board’s collective qualifications, skills and attributes.

Andrew J. Cole

Class III Director

Age: 55

Director since: June 2013

Other Positions:

Arundel Capital (director)

Glow Financial Services (executive chairman)

GB News Ltd (non-executive director)

My Views Media Inc (director)

Mr. Cole has served as the chief executive officer of Glow Financial Services Ltd., a private U.K. company, since July 2014. Glow Financial Services is a full service provider of handset and home device financing for wireless carriers and cable companies. Until July 2014, he was the chief executive director of the European division of Asurion Corp., a private entity. He assumed that role in May 2009, after serving as chief marketing officer and senior vice president at Asurion Corp. from April 2007. Asurion Corp. is the world’s largest technology protection company. Mr. Cole has over 20 years of experience working in the telecommunications and media industry with a particular depth of experience in the mobile sector. He has consulted with Verizon, Sprint, AT&T, BT, Warner Music, Disney, Google and with Steve Jobs on the iPhone®in 2005-06 when he was president of CSMG Adventis, a strategic consultancy firm that focused on the telecommunications media and entertainment markets, from October 2005 to April 2007.

Name & Positions

Experience

Mr. Cole’s extensive background in the telecommunication and media industry and his particular knowledge and experience in the mobile sector as well as his expertise in marketing and strategy contributes to our board’s evaluation of our mobile business and acquisition and divestiture opportunities and strategies and our capital structure and strengthens our board’s collective qualifications, skills and attributes.

Miranda Curtis CMG

Class I Director

Age: 66                

Director since: June 2010

Public Company Directorships:

Sunrise Communications

Group AG (since November 2020), subsidiary of the Company

Liberty Latin America Ltd. (since December 2017)

Marks & Spencer plc (February 2012 to January 2018)

Ms. Curtis has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of our predecessor LGI and its predecessor where she served as President of Liberty Media International Inc. and, subsequently, as President of Liberty Global Japan. In these positions, she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of J:COM, the largest multiple cable system operator in Japan, and Jupiter TV Co., Ltd., a leading provider of content services to the Japanese cable and satellite industries, as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer positions with our company following the sale of substantially all of our investments in Japan.

Throughout her career, Ms. Curtis has received several recognitions, including most recently being appointed as a Companion of the Most Distinguished Order of Saint Michael and Saint George (CMG) in The Queen’s 2020 Birthday Honours List, in recognition of her service to gender equality globally.

Ms. Curtis’ significant business and executive background in the media and telecommunication industries and her particular knowledge of, and experience with all aspects of international cable television operations and content distribution contribute to our board’s consideration of operational developments and strategies and strengthen our board’s collective qualifications, skills and attributes.

John W. Dick

Class I Director

Age: 84                

Director Since: June 2005

Other Positions:

O3B Networks Ltd. (Chair October 2007 to August 2016)

Mr. Dick has over 40 years of experience as a founder, director and chairman of public and private companies in a variety of industries, including real estate, automotive, telecommunications, oil exploration and international shipping based in a number of countries and regions, including the U.S., Canada, Europe, Australia, Russia, China and Africa.

Mr. Dick’s extensive business background in a variety of industries and countries and his particular knowledge as an experienced board member of various entities that have evaluated and developed business opportunities in international markets contribute to our board’s consideration of strategic options and strengthen our board’s collective qualifications, skills and attributes.

Name & Positions

Experience

Marisa D. Drew

Class III Director

Age 57

Director since: March 2022

Public Company Directorships:

Sunrise Communications Group AG (from November 2020 to April 2021), subsidiary of the company

Other Positions:

City of London Corporation (non-executive director)

FCA Markets Practitioners Panel (member)

Aspen Institute UK (advisory board member)

Milken Institute Center for Strategic Philanthropy (advisory board member)

UN High Level Working Group for Humanitarian Aid (co-chair) and UN Oceans Panel (advisory council)

The Wharton School (EMEA advisory board member)

Room-to-Read (EMEA advisory board member)

Ms. Drew has over 35 years of experience in the investment banking industry. Until recently moving to global bank Standard Chartered as its Chief Sustainability Officer, she was the Chief Sustainability Officer and Global Head of Sustainability Strategy, Advisory and Finance at Credit Suisse. Prior to this role, she served in a variety of senior roles at Credit Suisse in her 19 years at the bank, including as Co-Head of the Investment Banking and Capital Markets Division for Europe, the Middle East and Africa and as Global Co-Head of Global markets Solutions. Prior to joining Credit Suisse, Ms. Drew worked for Merrill Lynch, where she helped to form its European Leveraged Finance Group. Ms. Drew has been routinely recognized as one of the most influential and powerful women in the European financial industry. She has also been recognized by Sustainability Magazine as one of the Top 10 CSOs of a Global Corporation and as one of the 100 Global Visionary Leaders by Meaningful Business and Ernst and Young.

Ms. Drew was recently appointed as a director of our board on March 17, 2022.

Ms. Drew’s deep experience in international investment banking, debt and equity capital markets and mergers and acquisitions, along with her prominent experience in the emerging and important area of ESG (environmental, social and governance) sustainability provides strength to our board’s collective qualifications, skills and attributes.

Paul A. Gould

Class II Director

Age: 76

Director since: June 2005

Public Company Directorships:

Discovery, Inc. (since September 2008)

Liberty Latin America Ltd. (since December 2017)

Ampco-Pittsburgh Corp. (March 2002 to May 2018)

Radius Global Infrastructure (since February 2020)

Other Positions:

O3B Networks Ltd. (October 2007 to August 2016)

International Monetary Fund (Advisory Committee)

Mr. Gould has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC, a position that he has held for over six years and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices.

Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contribute to our board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

Name & Positions

Experience

Richard R. Green

Class III Director

Age: 84

Director since: December 2008

Public Company Directorships:

Shaw Communications Inc. (since July 2010)

Liberty Broadband Corporation (since November 2014)

GCI Liberty Inc. (from March 2018 to December 2020)

Other Positions:

The Cable Center (honorary board member)

Federal Communications Commission’s Technical Advisory Council (member)

Space Science Institute (director)

Jones/NCTI, Inc. (director)

Society of Motion Pictures and Television Engineers (fellow)

Center for Medical Interoperability (director)

For over 20 years, Mr. Green served as president and chief executive officer of Cable Television Laboratories, Inc., a non-profit cable television industry research and development consortium (CableLabs®) before retiring in December 2009. While at CableLabs®, Mr. Green oversaw the development of DOCSIS technology, the establishment of common specifications for digital voice and the deployment of interactive television, among other technologies for the cable industry. Prior to joining CableLabs®, he was a senior vice president at PBS (1984 – 1988), where he was instrumental in establishing PBS as a leader in high definition television and digital audio transmission technology, and served as a director of CBS’ Advanced Television Technology Laboratory (1980 – 1983), where he managed and produced the first high definition television programs in December 1981, among other accomplishments. Mr. Green is the author of over 55 technical papers on a variety of topics. Mr. Green was previously a professor and the director of the Center for Technology Innovation at the University of Denver.

Mr. Green’s extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services contribute to our board’s evaluation of technological initiatives and challenges and strengthen our board’s collective qualifications, skills and attributes.

Larry E. Romrell

Class II Director

Age: 82

Director since: June 2005

Public Company Directorships:

Liberty Media Corporation (since September 2011)

Qurate Retail, Inc.
(since December 2011)

Liberty TripAdvisor Holdings, Inc.
(since August 2014)

Mr. Romrell has over 30 years of experience in the telecommunications industry. He was an executive vice president of TCI from January 1994 to March 1999, when it was acquired by AT&T Corporation, and a senior vice president of TCI from 1991 to 1994. Prior to becoming an executive officer at TCI, Mr. Romrell held various executive positions at WestMarc Communications, Inc. for almost 20 years.

Mr. Romrell’s extensive business background and his particular knowledge and experience in telecommunications technology and board practices of other public companies contribute to our board’s consideration of operational and technological developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

Name & Positions

Experience

Daniel E. Sanchez

Class III Director

Age: 59

Director since: March 2022

Public Company Directorships:

Lions Gate Entertainment Corp (from December 2016 to May 2021)
Discovery, Inc. (since May 2017)

Liberty Latin America Ltd. (since December 2019)

Starz (from January 2013 until December 2016)

Other Positions:

MediaBloq (advisory board member)

MM Blockchain Advisory Services (advisory board member)

Mr. Sanchez engaged in the private practice of law for over three decades, representing individual and business clients in a variety of non-litigation areas. Mr. Sanchez retired from the practice of law in 2020. Mr. Sanchez is the nephew of our chairman, John C. Malone. He is a member of the Development Committee of the Smithsonian Museum of the American Latino and is active in Latinos for Education.

Mr. Sanchez was recently appointed as a director of our company on March 17, 2022.

Mr. Sanchez’ extensive legal and investing background and knowledge, his specific business experience in media and telecommunications, along with his numerous directorship appointments on public company boards in the telecommunications industry, contribute to our board’s understanding of the potential strategic and operational challenges that we face as well as any opportunities that the company may want to avail itself of and strengthens our board’s collective qualifications, skills and attributes.

J. David Wargo

Class I Director

Age: 68

Director since: June 2005

Public Company Directorships:

Strategic Education, Inc. (from March 2001 to April 2019)

Discovery, Inc. (from September 2008 to April 2022)

Liberty TripAdvisor Holdings, Inc. (since August 2014)

Liberty Broadband Corporation (since March 2015)

Vobile Holdings Ltd. (since January 2018)

Mr. Wargo has over 40 years of experience in investment research, analysis and management. He is the founder and president of Wargo & Company, Inc., a private company specializing in investing in the communications industry since 1993. Mr. Wargo is a co-founding member of Peters Creek Entertainment LLC from 2010 and is a co-founding member of Asia Vision LLC from 2015. Mr. Wargo is a co-founder and was a member of New Mountain Capital, LLC from 2000 to 2008.

Mr. Wargo’s extensive background in investment analysis and management and as a public company board member and his particular knowledge of, and experience with, finance and capital markets contribute to our board’s consideration of our capital structure and evaluation of investment and financial opportunities and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

Board Diversity

Our board and the nominating and corporate governance committee. Due to scheduling conflicts,committee considers diversity in its decisions concerning our succession planning committee was unable to meet in December 2015, but held its meeting for 2015 in January 2016. Except for Mr. Malone, each director attended, either in person or telephonically, at least 75%board composition, as our directors believe diverse backgrounds and viewpoints enhance the quality of the total number of meetingsour board. The current demographic background of our board and each committee on which he or she served in the aggregate. Mr. Malone did not attend three board meetings, including meetings on our proposed acquisition of CWC where Mr. Malone was a related party to the transaction and recused himself from those meetings.is set forth below.

Board Diversity Matrix1

Total Number of Directors

  11
  Female  Male  

Part I: Gender Identity

Directors

  2  9

Part II: Demographic Background

Hispanic or Latinx

  1

White

  6

Did Not Disclose Demographic Background

  4

1

Table does not include the responses of David Rapley, whose retirement is effective as of the 2022 AGM.

Director Attendance at Annual General Meetings
Our board of directors encourages all members to attend each annual general meeting of our shareholders. For our 2015 annual general meeting of shareholders, ten of our board members attended in person or via video- or tele-conference.
Executive Sessions
The independent directors of Liberty Global held two executive sessions without the participation of management during 2015.


MANAGEMENT OF LIBERTY GLOBAL

Executive Officers

The following lists the executive officers of our company, their ages and a description of their business experience, including positions held with Liberty Global and its predecessors.

Name

  

Positions

Michael T. Fries, 59  

Chief Executive Officer, President and Vice Chairman of the Board.

Mr. Fries was a founding member of the management team that launched the company’s international expansion 30 years ago and has served in various strategic and operating capacities since that time. He was appointed Chief Executive Officer of the company in 2005 and serves as a member of its two-person Executive Committee along with Chairman, John C. Malone, as well as being a director on our Board (see full biography on page 22).

Charles H.R. Bracken, 4955  

Executive Vice President since January 2012 and Co-ChiefChief Financial Officer.

Mr. Bracken joined our corporate offices in Europe in March 1999. He became Chief Financial Officer (Principalin 2017, having been Co-Chief Financial Officer)Officer since June 2005. From April 2005 to January 2012, Mr. Bracken served as a Senior Vice President. He also served as2004. Previously he was the Chief Financial Officer for the Europe operations of our predecessor. Prior to joining Liberty Global, Europe LLC,he worked for Goldman Sachs, JP Morgan and its predecessors from November 1999 to June 2005.the European Bank for Reconstruction and Development. Mr. Bracken is a director of our subsidiary Telenet Group Holding NV, a Belgian public limited liability company (Telenet).

N.V. and of Liberty Latin America Ltd.

Bernard G. Dvorak, 55
Bryan H. Hall, 59  Executive Vice President since January 2012 and Co-Chief Financial Officer (Principal Accounting Officer) since June 2005. From April 2005 to January 2012, Mr. Dvorak served as a Senior Vice President. In addition, Mr. Dvorak serves as an officer and director of various of our subsidiaries, including LGI and LGI International.
Michael T. Fries, 53
Chief Executive Officer, President and Vice Chairman of our board since June 2005. Mr. Fries served as Chief Executive Officer of UGC from January 2004 to June 2005. Mr. Fries served as a director of UGC and its predecessors from November 1999 and as President of UGC and its predecessors from September 1998 until 2013. Mr. Fries has served in an executive capacity at Liberty Global, UGC and its predecessors for nearly 30 years. See also Resolutions 1, 2, and 3 - Directors Whose Term Expires in 2018.
Bryan H. Hall, 53

Executive Vice President, General Counsel and SecretarySecretary.

Mr. Hall has been General Counsel since January of 2012. In addition,Previously he is an officer and director of various of our subsidiaries. Prior to joining Liberty Global, Mr. Hall served as secretary and general counselwas General Counsel of Virgin Media Inc. in London from June 2004 until January 2011. While at Virgin Media, Mr. Hall was responsible for all legal affairs affecting Virgin Media, as well as matters concerning regulatory, competition, government affairs2004-2011 and media relations issues. From September 2000 to June 2004, Mr. Hall was a partner in the corporate department of the law firmat Fried Frank Harris Shriver & Jacobson LLP in New York, specializing in public and private acquisitions and acquisition financings.York.

Diederik Karsten,
Enrique Rodriguez, 59  

Executive Vice President and Chief CommercialTechnology Officer.

Mr. Rodriguez has held this position since July 2018. He previously served as the President and Chief Executive Officer since August 2015. From January 2012 until August 2015, he heldand a member of the positionBoard of Directors of TiVo Corporation (TiVo) from November 2017 to July 2018. Prior to joining TiVo, Mr. Rodriguez was Executive Vice President European Broadband Division. During 2011, Mr. Karsten served as Managing Director, European Broadband Operations. Mr. Karsten served as Managing Director, UPC Nederland BV, a subsidiary of Liberty Global Europe Holding BV and its predecessors, from July 2004 to December 2010, where he was responsible for our broadband operations in the Netherlands. Mr. Karsten is a director of Telenet and chairman of the supervisory boards of our subsidiary Unitymedia GmbH and of our subsidiary Ziggo.

Balan Nair, 49Executive Vice President since 2012 and Chief Technology Officer sinceof AT&T Entertainment Group from August 2015 to November 2017. From January 2013 to July 20072015, he served as Executive Vice President, Operations and recently became Chief TechnologyProducts for Sirius XM and Innovation Officer. From July 2007was Group Vice President of Sirius XM from October 2012 to January 2013. Prior to his employment with Sirius XM, Mr. Rodriguez was the Senior Vice President and General Manager of Cisco Systems’ Service Provider Video Technology Group.

Name

Positions

Andrea Salvato, 54

Senior Vice President and Chief Development Officer.

Mr. Salvato has held this position since January 2012, having previously been Managing Director, Corporate Development, since 2005. In this capacity, he is responsible for overseeing Liberty Global’s mergers and acquisitions and business development activities, the development and management of our venture investment portfolio as well as Liberty Global’s central content function. Prior to joining Liberty Global, he served as a Senior Vice President. Prior to joining our company,Managing Director at JPMorgan Chase’s investment banking division where he focused on advising telecommunications and media clients, including the European operations of Liberty Global’s predecessor. Mr. NairSalvato served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company, from 2006. Prior to his role at AOL LLC, Mr. Nair spent more than five years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. Mr. Nair is a director of Charterour subsidiary Sunrise Communications Inc. and Adtran, Inc. In addition, he is a co-chair of EnergyGroup AG from November 2020 an initiative of the Society of Cable Telecommunications Engineers to reduce the cable industry’s power consumption.through April 2021.

The executive officers named above will serve in suchthese capacities until their respective successors have been duly elected and have been qualified or until their earlier death, resignation, disqualification or removal from office. There are no family relationships between any of our directors on the one hand and executive officers on the other hand, by blood, marriage or adoption.


Involvement in Certain Proceedings
During the past 10 years, none of our directors or executive officers were convicted in a criminal proceeding (excluding traffic violations or other minor offenses) or was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement or were subsequently reversed, suspended or vacated) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, laws respecting financial institutions or insurance companies, or laws prohibiting fraud, or was a party in any proceeding adverse to our company. In addition, during the past 10 years, none of our directors or executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.

EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

We are an international provider of video,converged broadband internet, video, fixed-line telephony and mobile services serving 27.5 million customers across 14 countries atcompany. We are focused on building fixed-mobile convergence champions, and we are constantly striving to enhance and simplify our customers’ lives through quality services and products that give them the freedom to connect, converse, work and be entertained anytime, anywhere they choose. To that end, we deliver market-leading products through next-generation networks that, as of December 31, 2015. These2021, connect retail and wholesale customers subscribedsubscribing to 57.0 million services, consisting of 24.0 million video, 18.185 million broadband internet, video, fixed-line telephony and 14.9 million telephony subscriptions. In addition, we had approximately 4.8 million mobile subscribersservices across 10 countries at December 31, 2015.our brands, including customers served through our 50/50 joint ventures with Vodafone PLC in the Netherlands (VodafoneZiggo) and Telefónica S.A. in the U.K (Virgin Media O2). Following the successful sale of our Polish operations in April 2022, our primary consolidated business operations are located in Ireland, Belgium, Switzerland and Slovakia. Additionally, our global investment arm, Liberty Global Ventures, has investments in more than 75 companies and funds in the fields of content, technology and infrastructure, including strategic stakes in companies such as Plume Design, Inc., ITV plc, Lions Gate Entertainment Corp, Univision Holdings Inc., the Formula E racing series and several regional sports networks. Our businesses operate in an environment marked by intense competition, extensive regulation and rapid technological change. We place great importance on our ability to attract, retain, motivate and reward talented executives who, faced with these challenges, can execute our strategy to drive shareholder value through strong organic growth, accretive mergers and acquisitionstechnology innovation, product convergence and prudent capital structure management.

In this section, we summarize our 2015 highlights, provide an overview of our compensation process and philosophy, and describe how our executive compensation packages are designed, including greater detail on individual elements of the packages. We also provide detail on the performance ofunder our most recent executive compensation awards and historical context on key decisions and changes that were made with respect to our executives’ compensation packages and other compensation-related matters.

Named Executive Officers. Compensation information is provided for our NEOs — Michael T. Fries, our CEO and also a memberthe vice chairman of our board of directors; Charles H.R. Bracken, our principalchief financial officer; and our three other most highly compensated executive officers at the end of 2015: Bernard G. Dvorak,2021: Bryan H. Hall, our principal accounting officer, Diederik Karsten, our chief commercial officer,general counsel and Balan Nair,secretary, Enrique Rodriguez, our chief technology officer, and innovationAndrea Salvato, our chief development officer. These five individuals are our named executive officers (NEOs). After the information on our NEOs, we also provide information relating to the compensation of our directors (other than Mr. Fries)non-executive directors.

International Regulations.

We are subject to the disclosure requirements of the SEC in the U.S. and the Companies Act in the U.K. In some respects the disclosure requirements in these jurisdictions overlap or are otherwise similar and in other respects they are different, requiring distinct disclosures. The —Compensation Discussion and Analysis section below includes disclosuredisclosures required by the SEC and in certain respects the Companies Act, and the Directors’ Remuneration Report in Appendix A to this proxy statement includes disclosure required by the Companies Act. The Directors’ Remuneration Report will also form part of the U.K. Report and Accounts and should be read in conjunction with the —Compensation Discussion and Analysis section below.

The Directors’ Remuneration Report is provided in response to U.K. regulations regarding disclosure of our directors’ compensation disclosure (or remuneration report), which became effective on October 1, 2013.compensation. These regulations require, among other things, a binding shareholder vote on our compensation policy for our directors, including our CEO (or (who is an executive director) Mr. Fries,, at least once every three years and an annual advisory vote on our prior year’s compensation paid to our directors. These regulations are in addition to the regulations we are subject to as a NASDAQ listed company with respect to, among other things, submitting our compensation policy for our NEOs to an advisory vote of our shareholders at least once every three years. At our annual general meeting held in 2014,2020 AGM, our shareholders approved our compensation policy for our directors the 2013 compensation paidpursuant to our directorsU.K. regulations and our compensation policy for our NEOs as required under the foregoing respectiveU.S. SEC and NASDAQ regulations. AtMost recently, at our annual general meeting held in 2015, in accordance with the Companies Act,2021 AGM, our shareholders approved the 20142020 compensation paid to our directors.

directors as required under U.K. regulations.

Executive Summary

Our compensation program plays a key role in promoting our company’s operating and financial success and provides incentives for our management team to execute our financial and operational goals.

The primary goals of our executive compensation program are to to:

motivate our executives to maximize their contributions to the success of our company, align executives’ interests to create shareholder value and to company;

attract and retain the best leaders for our business.business; and

align executives’ interests to create shareholder value.

2021 Business Highlights

We invest in the infrastructure and digital platforms that empower our customers to make the most of the video, internet and communications revolution. Our compensation program plays a key role in our company’ssubstantial scale and commitment to innovation enable us to develop market-leading products delivered through next-generation fixed and mobile networks. Our 2021 operating and financial success. We had another year of solid performance in 2015 and our board creditswas reported publicly on the leadership of Mr. Fries for achieving this strong performance, as evidenced in our business highlights below.

On July 1, 2015, we completed the approved steps of the “LiLAC Transaction” whereby we (1) reclassified our then outstanding Class A, Class B and Class C Liberty Global ordinary shares (collectively, the Old Liberty Global Shares) into corresponding classes of new Liberty Global ordinary shares (collectively, the Liberty Global Shares) and (2) capitalized a portionbasis of our share premium account and distributed as a dividend (or a “bonus issue” under U.K. law) our LiLAC Class A, Class B and Class C ordinary shares (collectively, the LiLAC Shares). Pursuant to the LiLAC Transaction, each holder of Class A, Class B and Class C Old Liberty Global Shares remained a holder of the same amount and class of Liberty Global Shares and received one share of the corresponding class of LiLAC Shares for every 20 Old Liberty Global Shares held as of the record date for such distribution and cash was issued in lieu of fractional LiLAC Shares. Information presented herein with respect to equity awards granted prior to July 1, 2015, has been adjusted to give effect to modifications that were implemented by the compensation committee in connection with the LiLAC Transaction.

2015 Business Highlights
We achieved all of our financial targets in 2015, reporting subscriber growth, increases in revenue, operating cash flow (OCF) and adjusted free cash flow as highlighted below.continuing operations. For information regarding rebased growth, OCFAdjusted EBITDA, Adjusted EBITDA less property and adjusted free cash flowequipment additions (Adjusted EBITDA less P&E Additions (formerly OFCF)) and Adjusted Free Cash Flow (AdjustedFCF) calculations, including required reconciliations, please see our February 15, 201617, 2022 earnings release for the year ended December 31, 2015. Certain2021 (Year End Earnings Release).

In 2021, we successfully executed our operating, financial and strategic objectives for the year. Perhaps most importantly, we completed our joint venture transaction between Virgin Media and O2 in the U.K. while making notable progress with our integration efforts at our Swiss operations through Sunrise UPC (Sunrise UPC). We also continued to strengthen our other operating companies by making substantial capital investments in our networks’ speed and capacity in both Belgium and the Netherlands so that we are well-positioned to execute on our growth plans and take advantage of commercial opportunities.

In summary our business and financial highlights for 20152021 were as follows:

Consolidated Operations
Organic revenue generating unit additions of 870,000

Transaction Highlights

▪Transformative TransactionOver 730,000 broadband internet net additions

✓ Successfully completed our joint venture transaction between Virgin Media and O2, creating a leading fixed-mobile converged champion in the U.K.

Increased the top or lead broadband speed in many of our markets
Rebased growth of 3% for revenue and 4% for OCF
▪Sale of Polish Operations
Germany posted 7% rebased OCF growth

✓ Entered into an agreement to sell our Polish operations at an attractive valuation, and Virgin Media/Ireland posted 6% rebased OCF growththe transaction was successfully closed in early 2022

Over 20% increase in free cash flow year-over-year (a)
Announced the proposed acquisition of BASE Company N.V. (BASE), which was completed in February 2016
Announced the proposed acquisition of CWC
Repurchased $2.3 billion of equity in 2015
▪Integration and SynergiesBrings aggregate share repurchases

✓ Continued to deliver on our integration plans in our Swiss operations at Liberty GlobalSunrise UPC, driving potential synergy realization in our fully-converged national champion

✓ Continued to more than $14.0 billion since 2005deliver on our integration plans in our U.K. operations at Virgin Media-O2 (the VMO2 JV), driving potential synergy realization

Liberty Global Group Operations
Continued investment in cutting-edge technologies and product innovation
Financial Highlights
▪Free Cash Flow GenerationRecord 1.5 million next-generation video subscriber additions

✓ Exceeded our 2021 Adjusted FCF guidance while achieving all other 2021 financial guidance targets, even after increasing the guidance at our third-quarter earnings call

Rebased revenue growth of 3% and rebased OCF growth of 3.5%
Launched £3 billion network extension project targeting 4 million homes in the U.K.
▪Stock BuybacksAdded over 250,000 premises in 2015

✓ Repurchased approximately $1.6 billion of our shares of capital stock, exceeding our initial guidance for buybacks of $1.4 billion

Only 11% of debt due before 2021
LiLAC Group Operations
Fifth consecutive year with over 100,000 organic revenue generating unit additions
Rebased growth of 7% for revenue and 8% for OCF
▪Growing Ventures PortfolioA 25%

✓ Benefited from a year-over-year increase of approximately $1.1 billion in our Ventures portfolio, driven primarily by an increase in free cash flowthe value of our existing investments, with the value of the portfolio reaching approximately $3.5 billion at the end of 2021; our Ventures investments are strategic, aligned to our overall business and have the potential to create significant incremental liquidity and value over the long term

Launched 4G mobile services in Chile
Minimal debt due before 2022
______________
(a)General Financial
Based on (1)

✓ Ended the year with $5.3 billion of liquidity for the Full Company (as defined in our reported 2014 free cash flow, plus the pre-acquisition free cash flow of Ziggo N.V. (Ziggo)Year End Earnings Release), with approximately 94% of the combined amount further adjustedmaturity dates on our long-term debt due during or after 2027

✓ Realized a blended, fully-swapped borrowing cost of 3.4% at year-end 2021

Operational Highlights
Strong Growth

✓ Achieved strong broadband and postpaid mobile growth, with over one million aggregate subscriber additions across our consolidated and non-consolidated entities, which drove stable to reflectgrowing revenues across our converged national champions

Speed Increases

✓ Achieved 1Gbps speed availability across our entire footprints in each of the new Ziggo capital structureU.K., Belgium, Switzerland and Ireland, with 100% coverage in the Netherlands expected to be realized in 2022

Fixed-Mobile Convergence

✓ Increased fixed-mobile convergence penetration in each of the U.K., Belgium, Switzerland and the changeNetherlands, including the launch of converged products and propositions such as “Volt” in our free cash flow definition,the U.K., “Sunrise WE” in Switzerland and (2) our reported 2015 free cash flow, adjusted to reflect the FX rates that were“ONE” in effect when we provided our 2015 free cash flow guidance.Belgium

Compensation Structure—Pay for Performance

Our performance-based compensation programs provide for the opportunity

We place great importance on our ability to reward the NEOsattract, retain and other senior management for contributingmotivate talented executives who can be responsive to annualnew and long-term financial, operational, and stock price performance. A high percentage of the NEOs’ total compensation is performance-based (targeted at approximately 90% of total compensation for 2015). A


significant portion of total compensation is delivered in the form of multi-year performance-based equity incentive awards (targeted at approximately 60% of total compensation for 2015).
The following chart shows the percentage of the average of the NEOs’ 2015 target total compensation that is allocable to base salary, maximum annual cash performance award and target multi-year performance-based equity incentive awards consisting of performance-based restricted share units (PSUs) and SARs.
2015 Total Direct Compensation Opportunity for NEOs
In approving the level of each compensation element for our executive officers each year, the compensation committee considers a number of factors, including:

the responsibilities assumed by the individual executive and the significance of his role to achievement of our financial, strategic and operational objectives;
the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
the performance expectations setdifferent opportunities for our company and thereby create value for our customers and shareholders. We believe that our executive compensation program plays a key role in that endeavor. Each of our NEOs received a salary, an annual performance bonus award and a multi-year incentive award in 2021 as part of their total compensation packages. In 2021, our NEOs and other members of senior management received a long-term incentive grant covering the 2021 and 2022 performance years (see below description of the 2021-2022 LTIP), designed to incentivize senior management to deliver increased value to shareholders. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executive’s overall influence and impact on our company’s financial and operational performance, the executives’ performance history, and a determination of what is competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation programs to strengthen the link between executive and the overall assessment by the compensation committee of actual performance;
from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and
retention risks at specific points in time with respect to individual executives.
shareholder interests.

Compensation Discussion and Analysis

Overview of Compensation Process

The compensation committee of our board of directors was established for the purposes of assisting our board in discharging its duties relatingwith respect to compensation of our executive officers and the administration of administering our incentive plans. In furtherance of its purposes, our compensationThe committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of our compensation committee reports to our board of directors on annual compensation decisions, and on the administration of existing programs and the development of new programs. The members of our compensation committee are “independent directors” (as defined under the NASDAQ rules), “non-employee


and “non-employeedirectors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act) and “outside directors” (as defined in Section 162(m) of the U.S. Internal Revenue Code of 1986 and the regulations and interpretations promulgated thereunder (the Code)).
All compensation

Compensation decisions with respect to our executive officers, including our NEOs, are made by our compensation committee. Decisions with respect to our CEO’s compensation are made in private sessions of the committee without the presence of management. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our other members of our senior management team in a variety of ways, including recommending annual salary increases, annual performance goals and the level of target and/or maximum performance awards for histhe executive team and evaluating their performance. With the assistance of our Human Resourceshuman resources and Legal Departments, helegal teams, our CEO is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their respective job responsibilities, participate in gathering and presenting to the compensation committee data andvarious legal, tax and accounting analyses relevant to compensation and benefitbenefits decisions.

Decisions with respect to our CEO’s compensation are made in private sessions of the compensation committee without the presence of management.

In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the compensation committee’s own evaluation of company and NEO performance. From time to time, however, the compensation committee willmay retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide

comparative data. At the 20142020 annual general meeting, shareholders representing a majority of our shares entitled to vote and present at such meeting approved, on an advisory basis, the compensation of our NEOs, as disclosed in the proxy statement for such meeting. As a result of that vote, the compensation committee did not implement anysignificant changes into the overall executive compensation program.

On April 30, 2014, we entered into a multi-year employment agreement with Mr. Fries to serve as our CEO (the Fries Agreement), the terms of which are described below under —Employment and Other Agreements. We believe that it is in our company’s best interest to have an employment agreement with Mr. Fries to serve as our CEO in order to promote stability in management, secure his services for the long term, implement appropriate restrictive covenants and recognize his outstanding performance and our company’s success under his leadership. Mr. Fries was not previously subject to an employment agreement.

The compensation committee engages third party consultants directly on an as-needed basis. Historically it has engaged Pearl Meyer & Partners and Deloitte in these capacities, on an independent basis, but it did not engage any consultants during 2021. With respect to comparators and peers, given the authority undermultinational nature of its charter to engage its own compensation consultants and other independent advisers. In 2015,business, but taking into account the company’s NASDAQ listing, the compensation committee did not retain any such consultants or advisors. In addition, it did not consider any comparator dataevaluates compensation based upon U.S., U.K. and continental European comparators and peers. Benefits for example are generally based upon the prevailing practice in connection with its evaluation of the compensation of our NEOs for 2015.country in which the executive lives and works. The compensation committee does not specifically target compensation levels at any particular percentile of a comparator group.

Compensation Philosophy and Goals

The compensation committee has twothree primary objectives with respect to executive compensation—motivation, retention and retention—with the ultimate goal of long-term value creation for our shareholders.

To motivate our executives to maximize their contributions to the success of our company, we:

✓

Motivate our executives to maximize their contributions to the company’s success

▪establish◾

Establish a mix of financial and operational performance objectives based on our annual budgets and, where appropriate, our medium-term outlook to balance short- and long-term goals and risks;risks

▪◾establish

Establish individual and department performance objectives tailored to each executive’s role and responsibilities in our company to ensure individual accountability; and department accountability

▪◾pay

Pay for performance that meets or exceedsis in alignment with the established objectives.objectives

To ensure that we are able to attract and retain superior employees in key positions, we:

◾

Inspire leadership, balanced against risk management

▪offer✓

Attract and retain top caliber employees

◾

Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent; andtalent

▪◾include

Include vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards and other awards are subject to forfeiture.forfeiture

To align our executives’ interests with those of our shareholders, we:

✓

Align executives’ interest with shareholders

▪emphasize◾

Emphasize equity-based long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives; andobjectives among others

▪◾require

Require our executive officers to achieve and maintain significant levels of stockshare ownership further linking

Summary of Key Executive Compensation Principles

Issue

Description

Mix of Performance-Based Pay

Substantial Performance-Based Compensation. Executive compensation is designed to include performance-based incentives, providing incentives to over-perform and also including risks associated with under-performance.

◾  The percentage of performance-based compensation out of total compensation is 95% for our executives’ personal net worthCEO and 72% for our other NEOs on average during 2021 (see below graphic “2021 Total Average Direct Compensation Opportunity—”).

◾  Additionally, 64% of our CEO’s and 48% of our other NEOs’ total compensation granted in 2021 is directly tied to long-term stockthe company’s share price appreciation in the form of SARs, with no compensation being earned unless the share price exceeds the strike prices of the awards granted.

Issue

Description

Align Incentives with Shareholders

Equity-based Compensation. Executives have a substantial portion of their total compensation paid in shares of the company or in SARs, directly aligning their compensation with the interests of shareholders.

◾  The percentage of equity-based compensation out of total compensation was 64% for our CEO and 68% for our other NEOs on average during 2021 (see below graphic “2021 Total Average Direct Compensation Opportunity—”).

◾  Further, 100% of our CEO’s equity-based compensation, and 48% of our other NEOs’ equity-based compensation, granted in 2021 is in the form of SARs, with no compensation being earned unless the share price exceed the strike prices of the awards granted.

Substantial Investments in the BusinessShare Ownership Policy. The company maintains a share ownership policy requiring the CEO to maintain share ownership at 5x salary and the other NEOs at 4x salary. Our NEOs have substantial tenure at the company and all have significant levels of ownership above their required guidelines.
Limit DilutionUse of Share Appreciation Rights in lieu of Options. The issuance of SARs, where employees receive shares of the company only to the extent that there is appreciation above the strike price, results in less dilution to shareholders than issuance of options.
Clawbacks, RecoupmentClawbacks. The company has a compensation clawback or recoupment policy which requires clawback or recoupment of awards in the event of misstatements of financial results and other occurrences.
Third Party Consultants for the Compensation CommitteeIndependent Third-Party Consultants. The compensation committee directly engages third-party consultants on an as-needed basis.
Investor FeedbackIncorporating Shareholder Feedback. The company communicates with its shareholders on its executive compensation arrangements, and is responsive to feedback. For example, the design of the 2021-2022 LTIP (as defined below), which included a heavy weighting in SARs for the CEO and the NEOs, was designed as a product of communications with shareholders.
Limit Risk-takingHedging and Pledges. While we do not provide for blanket restrictions on using company shares as collateral for loans, or other hedging, our NEOs had no pledging or hedging arrangements in place as of year-end 2021. The lack of an outright hedging prohibition can encourage executives to hold a greater position in our company’s shares than they might otherwise, should their need for financial flexibility arise.

The following charts illustrate the compensation committee’s and the company’s philosophy of providing the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational and share price performance, with an emphasis on a substantial portion of total compensation delivered in the form of long-term performance-based incentive awards. The charts show the percentage of the NEOs’ 2021 target total compensation that is allocable to base salary, target annual performance bonus awards and multi-year incentive awards in the form of SARs, RSUs and the Ventures Incentive Plan (VIP).


2021 Total Average Direct Compensation Opportunity for our CEO

LOGO

2021 Total Average Direct Compensation Opportunity for all other NEOs

LOGO

In approving the level of each compensation element for our executive officers each year, the compensation committee considers a number of factors, including:

the responsibilities assumed by the individual executive and the significance of their role to the achievement of our financial, strategic and operational objectives;

the experience, overall effectiveness and demonstrated leadership ability of the individual executive;

the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;

from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and

retention risks at specific points in time with respect to individual executives.

In summary, the chart below shows the basic components of the annual bonus award and the 2021-2022 LTIP (as defined below).

Annual Incentive Award

2021-2022 LTIP

Compensation Element

Annual Bonus

RSUs

SARs

VIP

Program

•  Settlement in Cash and Shares

•  3-year installment vesting

•  Share settlement

•  50% after year 2; 50% after year 3

•  Share settlement

•  3-year cliff vesting

•  Share or cash settlement

Incentive AlignmentSpecific yearly measurements incentivizing specific short-term business goals such as revenue targets, EBITDA targets and other metrics; individual performance is also an elementShort- and Long-term alignment with shareholders, with incentive to increase stock appreciationShort- and Long-term alignment with shareholders, with incentive to increase stock appreciationIncentives to increase valuation of key portfolio of investments

Long-Term Contracts

The compensation committee believes that long-term fixed contracts with senior executives promote stability in management and achievement of Liberty Global’s strategic objectives. The contracts include customary non-compete and non-solicitation clauses after an executive’s employment term is ended and provide for customary notice periods from the executive should he or she resign from service. Notice may be six months or more in European contracts. Our CEO and the other NEOs are subject to employment agreements, which are described below in —Employment and Other Agreements.

Setting Executive Compensation

To achieve the foregoingthese compensation objectives, the compensation packages provided to members of our senior management, including our NEOs, include three main components: base salary, annual cash performance bonus awards and multi-year equity incentive awards. These three main components of compensation were also made available to approximately 1,080 employees across our global operations. In addition, certain members of senior management, including our NEOs, may participate in our Deferred Compensation Plan (as defined below). Consistent with past practice, the three main components of compensation were also made available during 2015 to approximately 860 employees in the U.S. and Europe. The relative weighting of the components, the design of the performance and incentive awards and the overall value of the compensation package for individual employees varies based on the employee’s role and responsibilities.

For members of our senior management, including our NEOs, the total value of the compensation package is most heavily weighted to performance and incentive awards because of the significance of each officer’s roles and responsibilities to the overall success of our company. Further, multi-year equity incentive awards are the largest component of our executive compensation program, serving the goals of retention as well as alignment with shareholders’ interests. The compensation committee’s objective is for a substantial majority of each executive officer’s total direct compensation (that is, base salary plus maximumtarget annual cash performance bonus award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.

In approving the level of each compensation element for our executive officers, the compensation committee considers a number of factors, including:
the responsibilities assumed by the individual executive and the significance of his role to achievement of our financial, strategic and operational objectives;
the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance; and
retention risks at specific points in time with respect to individual executives.

Elements of Our Compensation Packages

The implementation of our compensation approach—philosophy and goals includes awarding the NEOs a base salary, an annual performance bonus and a long-term, or multi-year, incentive grant. These elements are described below more generally and for 2015 specifically—is described below.2021 specifically.

Base Salary

General. Base salary represents the least variable element of our executives’ compensation and is provided as an economic consideration for each executive’s level of responsibility, expertise, skills, knowledge, experience and value to the organization. The base salary levels of Messrs. Fries, Bracken and Dvorak were initially set in 2005, along with the base salaries of our other executive officers at that time, taking into account each executive’s salary level prior to the business combination of LGI International and UGC, as well as the factors referenced above. The base salary level of Mr. Nair was initially set in 2007 when he joined our company as an executive officer. Mr. Karsten’s initial base salary level as an executive officer was set in connection with his promotion to that position effective January 1, 2011. Generally, decisions with respect to increases in base salaries after such respective dates are based on increased responsibilities, company-wide budgets and increases in the cost of living. In 2013Salaries have to take into account multiple factors such as ability to attract and similarly in 2014, decisions with respect to increases in baseretain an executive, market data, place of living, exchange rates, relative salaries were based on significant changes inamong senior management, benefits, complexity of the sizeposition and operationssalary at prior place of our company.

2015employment, among other considerations.

2021 Base Salaries. For 2015,In February 2021, consistent with the annual salary increases for corporate-level employees in general, our compensation committee approved a 2.5%2.2% increase in the base salaries for each of ourcertain NEOs, resulting in a base salary of $2,050,000£881,000 ($1,211,996) for our CEO, $1,025,000Mr. Bracken, $1,123,000 for our U.S.-based NEOs, £683,000Mr. Hall, and $1,074,000 for our U.K.-based NEO and €807,000 for our Netherlands-based NEO. The base salaries for our non U.S.-based NEOs were established based on budgeted exchange rates for 2014 for a base salary of $1,000,000 and all adjustments are based on such converted amounts.Mr. Rodriguez. These increases were in-line with the aggregate budget authorization of 2.5% given to each department and business unit for aggregate salary increases2.2% for our corporate-level employees based in Europe and in the U.S. Mr. Salvato’s base salary was increased to £726,000 ($998,762), representing an increase of 6.0%. The actual percentage salary increases varied among our corporate-level employees as determined by their department or business unit head. The 20152021 salary increases for our corporate employees, including our NEOs, became effective on April 1, 2015.

2016 Base Salaries. In March 2016, our compensation committee accepted our CEO’s recommendation that none of our senior executive officers, including our NEOs,2021.

At Mr. Fries’ direction, he did not receive ana salary increase in base2021, and, as a result, his salary dueremained unchanged at $2,563,000. In 2020, Mr. Fries donated approximately $1.0 million of his salary to management’s decision to concentrate and focus annual salary increases at the lower levels of the company in 2016. For 2016, our budget authorized base salary increasescompany’s COVID-19


for our U.S. and corporate-level European employees of 1.18% in the aggregate, down from 2.5% in 2015. Only positions below managing director or equivalent are eligible to receive a 2016 annual salary increase.
relief fund.

Annual Cash Performance Bonus Awards

General. Annual cash performance bonus awards granted pursuant to the Liberty Global 2014 Incentive Plan (as amended and restated effective June 11, 2019) (the 2014 Incentive Plan) are one of the variable components of our executive officers’ compensation packages designed to motivate our executives to achieve our annual business goals and reward them for superior performance.

Generally, at its first regular meeting following the endoutset of each fiscal year, the compensation committee reviews withapproves the terms of the annual performance bonus program for the current year, including the individual performance goals for our CEO the financial performance of our company during the prior year, his performance, his evaluation of the performance ofand each of the other membersNEOs for the coming year. Annual bonus target amounts for each NEO are subject to review each year by the compensation committee. In Mr. Fries’ case, his annual bonus target amounts are set by the terms of his employment agreement, as is common for similarly situated executives. The compensation committee adjusts the company-wide targets and the individual performance objectives of each NEO for each year in order to provide appropriate “stretch” targets to incentivize performance.

The compensation committee, together with our CEO, reviews and determines the achievement of company performance metrics as well as individual performance objectives of senior management, (including our NEOs) participating inincluding the prior year’sNEOs, and accordingly makes annual cash performance award program and his recommendations with respect to their performance awards.bonus payout determinations during the first compensation committee meetings following the end of each fiscal year. The compensation committee determines whether our financial performance for the prior fiscal year has satisfied the base performance objective set by the compensation committee, which is a precondition to the payment of any award to our NEOs, and determines the percentage of the financial performance metric(s) that has been achieved. It thenalso determines, in a private session, whether our CEO has met his individual performance goals for the year his resulting annual performance rating (APR) and the amount to be paid to him with respect to his annual bonus.

In connection with our annual performance award.bonus program, we have encouraged increased share ownership among senior management, including our NEOs, in our various countries and corporate operations, aligning incentives among employees and shareholders. As a result, the compensation committee has implemented a shareholding incentive plan (SHIP) that allows senior management to elect to receive up to 100% of their annual bonus in ordinary shares of Liberty Global in lieu of cash. A participant who elects to receive shares in respect to all or a portion of their annual bonus will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual bonus. The RSUs will vest approximately one year after the grant date, provided the participant holds all of the shares issued in lieu of an annual bonus cash payment through that period. The number of ordinary shares granted will be based on the closing prices of our Liberty Global Class A and Liberty Global Class C shares on the date the bonus is paid and delivered on a 1:2 ratio between our Liberty Global Class A and

Liberty Global Class C shares. The compensation committee may also approveselect to issue Liberty Global Class B shares under the amount to be paid to the other participants in the program, including our other NEOs, with respect to their performance awards. Generally at the same meeting,SHIP. Additionally, the compensation committee approveshas instituted a policy that certain employees who choose not to participate in the termsSHIP, including NEOs, will nonetheless be paid the portion of their annual performance bonus payout amounts that is above in company shares pursuant to the SHIP. Employees who elect to participate in the SHIP will have their annual cash performance award program for the current year, including, in a private session, the individual performance goals for our CEO for the coming year.

bonus paid according to their election.

Design of 20152021 Annual Award Program. TheBonus Program. In approving the 2021 annual performance bonus program (the 2021 Annual Bonus Program) the compensation committee followed the general design of the 20152020 annual cash performance award program (the 2015 Annual Award Program) is the same as the annual cash performance award program for 2014 and 2013.bonus program. The 2015 maximum2021 target achievable performance bonus awards for our NEO’s were unchanged at $2.5 million for each of our NEOs, other thanMessrs. Hall, Rodriguez and Salvato and $3.0 million for Mr. Fries.Bracken. As provided in Mr. Fries’ employment agreement, his maximumtarget achievable award was increased$15.5 million.

The key elements of the 2021 Annual Bonus Program were:

Each participant’s target achievable performance bonus was based on achievement against four performance metrics, including two financial and two operational performance metrics:

◾

2021 budgeted revenue on a proportionate basis (30%);

◾

2021 budgeted Adjusted EBITDA less P&E Additions on a proportionate basis (50%);

◾

target average customer relationship net promoter score (rNPS) on a proportionate basis (10%); and

◾

specified target goals and objectives of each participant’s department (10%).

Based on the achievement of these company financial and operational performance metrics (except the department performance metric which was capped at 100%), a payout of up to $8.5 million.145% of the target bonus amount was available for over-performance against budget or target.

Additionally, individual performance is reviewed by the compensation committee, which could reduce or increase the total 2021 annual bonus from 0% to a maximum of 150% of the total company performance payout (or up to a maximum of 217.5% of the participant’s target bonus).

The same general design was also implemented with similar performance metrics and weightings for the 20152021 bonus programs for approximately 1,2501,460 employees in our corporatecentral offices in the U.K., the U.S. and the Netherlands.

The key elements of the 2015 Annual Award Program were:
Sixty percent of each participant’s maximum achievable performance award was based on achievement against financial performance metrics and 40% was based on individual achievement against defined performance goals.
Two equally weighted financial performance metrics were used:

Payout Calculation Methodology: Financial

   

    Potential Payout % re: Achievement of 2021 Budget    

2021 Budget Achievement

  

Revenue
(30%Weighting)

  

Adjusted
EBITDA less  P&E
Additions
(50%Weighting)

  

Payout (% of
Weighted Portion
of Target Bonus
Amount) (1)

Over-Performance

   ≥ 102.5%   ≥ 110.0%  150.0%

On-Target Performance

   100.0%   100.0%  100.0%

Minimum Performance

   98.0%   92.0%         0%

▪2015 budgeted revenue growth on a consolidated basis and, if applicable, operating unit basis; and
▪
2015 budgeted operating free cash flow (OFCF) growth on a consolidated basis and, if applicable, operating unit basis.
The base performance objective for our NEOs required that either 40% of 2015 consolidated budgeted revenue growth or 40% of 2015 consolidated budgeted OFCF growth be achieved.
For purposes of the 2015 Annual Award Program, OFCF was defined as OCF less property and equipment additions. OCF is the primary measure used by our board and management to evaluate our company’s operating performance and a key factor that is used to decide how to allocate capital and resources to our operating segments. The definition of OCF for these purposes is revenue less operating and selling, general and administrative expenses (excluding share-based compensation, depreciation and amortization, provisions for significant litigation and impairment, restructuring, and other operating items (which includes gains and losses on disposition of long-lived assets, direct acquisition and disposal costs and other acquisition-related items)) and is generally consistent with our definition of the term for public disclosure purposes.
Budgeted growth was determined by comparing rebased 2014 results for the applicable metric to the amount budgeted for that metric in the 2015 consolidated and operating unit budgets approved by our board. For consolidated Liberty Global, the 2015 budget provided for: revenue of $19.0 billion, with growth over 2014 of approximately $910.0 million or 5.0%, and OFCF of $4.8 billion, with growth over 2014 of approximately $128.0 million or 2.8%. The payout schedule for each financial metric is based on the percentage achievement against the 2015 budget, as adjusted for events during the performance period such as acquisitions, dispositions, the impact of unforeseen changes in laws and regulations and changes in foreign currency exchange rates and accounting

principles or policies that affect comparability. The following table sets forth the performance against budget and related payouts approved by the compensation committee.
  Corresponding % of Achievement of 2015 Budget
Achievement of Budgeted Growth over 2014 Revenue (50%Weighting) OFCF (50%Weighting) Payout (% of Weighted Portion of Maximum Bonus Amount) (1)
Over-Performance ≥ 105.0% ≥ 110.0% 150.0%
100.0% 100.0% 100.0% 100.0%
50.0% 97.6% 98.7% 50.0%
< 50.0% < 97.6% < 98.7% —%
_______________
(1)

Percentages shown represent the payout that would result if the specified performance levels were achieved for both theRevenue and Adjusted EBITDA less P&E Additions budget, with a minimum payout of 0% in revenue and OFCF targets.Adjusted EBITDA less P&E Additions if the minimum performance threshold is not met. Payout percentages for percentage achievement of revenue and OFCFAdjusted EBITDA less P&E Additions budgets, which fall in between these points would be determined by straight-line interpolation.

Payout Calculation Methodology: rNPS

Potential Payout % re: Achievement of 2021 Target

Achievement of rNPS Target

rNPS Target

Payout (% of Weighted Portion of
Target Bonus Amount) (1)

Over-Performance

+2.5 points above Target150.0%

Target

-2.5 to 0100.0%

Minimum Performance

-7.5 points below Target       0%

(1)

Percentages shown represent the payout that would result if specified performance levels were achieved for rNPS targets. Payout percentages for percentage achievement of rNPS target, which fall in between points specified in the table would be determined by straight-line interpolation. The total payout based on the financial performance portion would represent the sum of the percentages derived by multiplying 50% times each of the respective payout percentages for revenue and OFCF, with a maximum payout of 100%.

Notwithstanding the over-performance feature indicated in the table, the aggregate payout

Department Performance Metric

The department performance metric for financial performance remained capped at 60% of the maximum achievable performance award.

The payout schedule for the 40% of each participant’s maximum achievable performance award allocated to individual performance2021 was based on goals and objectives submitted by each member of senior management, including our NEOs. These goals and objectives were reviewed and approved by our CEO and the APR received under our global performance management process. A rating of “improvement required” results in no amount to be payable with respect to this portioncompensation committee. Maximum payout of the award. A rating above “improvement required”department metric is 100% of the weighted portion (10%) and below a “strong” is subject to the compensation committee’s discretion to reduce the amount payable. A rating of “strong” means the participant has performed well, meeting expectations with respect to his or her objectives.
no additional payout for over-performance.

LOGO

The compensation committee considered the following when it originally approved this design for the annual award programs in 2010 and continues to follow these parameters when considering awards each year:

2021 Annual Bonus Program:

increased weighting financial performance metrics more heavily than individual performance goals should serve to reduce the level of subjectivity in determining final awards;

using two equally weighted financial metrics (budgeted revenue and OFCF growth), rather than a single metric,Adjusted EBITDA less P&E Additions versus prior years would provide incentivesgreater impact on the company’s focus on generating Adjusted FCF

using the average rNPS score for the year avoids short term decision making

the department metric promotes engagement, encourages collaboration amongst employees and ensures that each department is focused on key projects and initiatives that are aligned to drive revenue growth while controlling operating costs and capital expenditures;the overall strategic priorities of the company

including consolidated financial performance metrics for all participants, including those with operating unit responsibility, would serve to mitigate potential organizational risks;

including an over-performance provision would provide continuing incentive for above budget achievement; andachievement

establishing a base

its overall discretion to reduce or increase bonuses based on individual performance objective as a gating factor for payment of any award toduring the NEOs should result in the payment qualifying as performance-based compensation under Section 162(m). There could be no assurance that the objective would be achieved, particularly in light of the increasingly competitive environment in which we operate.performance period

The compensation committee did not establish target amounts payable when it approved the maximum amount that each NEO could earn under the 2015

2021 Annual Award Program.

2015Bonus Program Performance. At its meeting on March 9, 2016,in February 2022, the compensation committee reviewed the actual consolidated revenue and OFCFAdjusted EBITDA less P&E Additions for 20152021 based on our audited 20152021 financial results.results and our rNPS score. It also considered whether to exercise its discretion to increase or reduce the amount payable to any of our NEOs.NEOs while considering input received from the CEO for his direct reports. The exercise of the compensation committee’s discretion was in each case based on its assessment of our 20152021 financial performance, the performance of the NEO’s department against specific goals and the individual NEO’s performance overall as compared to his 20152021 performance goals, taking into account the payout schedules for financialthe performance metrics and individual performance.

Financial, Operational and Departmental Performance

The compensation committee first considered the percentage of budgeted revenue and budgeted OFCFAdjusted EBITDA less P&E Additions achieved in 2015.2021. For this purpose, the 20152021 budget was adjusted in accordance with the terms of the 20152021 Annual AwardBonus Program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These revisions included adjustmentsadjustments: (1) to reflect consistent foreign currency exchange translations, (2) to includefor certain strategic capital allocation decisions, (3) for the acquisitionimpacts of Ziggocertain acquisitions and associated synergiesdispositions and integration costs, (3) to include


an acquisition in Puerto Rico,related matters and (4) to reflect an unbudgeted network extension program and (5) related to other individually immaterial items.for the impacts of certain strategic operational matters. In the aggregate, these adjustments resulted in a net decreaseincrease of budgeted revenue to $18.5$15.8 billion and a net decrease of budgeted OFCFAdjusted EBITDA less P&E Additions to $4.6$2.6 billion. Actual 2015adjusted 2021 revenue was over 98%100.9% of budgeted 2015 revenuethe adjusted budget and actual 2015 OFCFadjusted 2021 Adjusted EBITDA less P&E Additions was over 99%104.6% of budgeted 2015 OFCFthe adjusted budget on a consolidated basis.
The following charts illustraterNPS score was below the target zone but above the minimum performance level. In summary, all adjustments made were consistent with the terms of the program and past practice.

The compensation committee’s financialcommittee reviewed the achievements of each department against such department’s stated goals and objectives. The department performance goals consisted of achievement of each department’s 2021 operating and payout calculations.

When these results are appliedcapital expenditure budgets, driving employee engagement and an inclusive culture, and additional qualitative measures tailored to each department’s role within our company.

Finance & Treasury: drive development of new growth areas for the relevant payout schedules,company and its operations including property, energy initiatives, and infrastructure planning; and develop talent in the total implied payout againstfinance department

Legal & Regulatory: provide outstanding legal advice, drive and support on transactions including M&A, finance, derivatives, minority investments, ventures and other transactions; facilitate synergy realization and create integrated legal teams in U.K. and Swiss operations; continue progress and driving scale in programming and procurement contracting arenas and key agreements

Technology & Innovation (T&I): drive the financial2021 T&I priorities and deliverables including entertainment, connectivity and networks roadmaps, maintain quality rNPS targets across the operating companies; boost agility and effectiveness of the operating model; deliver on cybersecurity improvement initiatives; and mange investments in tomorrow’s growth areas

Mergers & Acquisitions and Development: focus on key transactions in key countries such as the United Kingdom and explore strategic opportunities; drive investment in technology, content and infrastructure ventures

In the evaluation of each department’s performance metrics for revenue was 70.2% and for OFCF was 70.6%, resulting in an average payout of 70.4%. Therefore,2021, the compensation committee considered the various achievements by each department, including how these actions affected the performance of our company’s operations. The compensation committee determined that the departments of each NEO met their overall goals and objectives for 2021 and approved paymenta payout of 70.4%100% of the 60% portiondepartment component of the overall annual bonus.

The compensation committee approved the percentage payout for performance against financial, operational and departmental metrics for each of the NEO’s maximum achievable award that was based on financial performance.

With respect toNEOs as set forth in the remaining 40% of the maximum achievable awards, which was based on individual performance, attable below.

2021 Annual Performance Bonus Results

 

% Payout for

Revenue

Performance

(30%)

  % Payout for Adjusted
EBITDA less P&E
Additions Performance
(50%)		  % Payout for
rNPS
Performance
(10%)		  % Payout for
Department
Performance
(10%)		   Weighted
Aggregate % of
Target Bonus		 

118.9%                  

   122.8%               60.8%               100%        113.2%     

Individual Performance and Special Contributions

At its March 9, 2016February 14, 2022 meeting, the compensation committee considered each NEO’s performance against individual performance goals. The individual performance goals consisted of numerous qualitative measures, which included strategic, financial, transactional, organizational and/or operational goals tailored to the individual’s role within our company. In making its decision as to individual APRs, the compensation committee did not apply any particular weighting across theOver achievement of individual performance goals or relative to other considerations, nor did it require thatcan increase the executive satisfy eachamount of his goals.

the bonus earned.

Our CEO’s performance goals were organized around four main themes: organic growthincluded both financial and operational targets, (including budget targets, productfunctional objectives in each of the core departments and operation initiatives); liquidity, leverage and capital structure targets and initiatives; acquisition and disposition opportunities; and core initiatives for each functional group. These functional groups include accounting, regulatory, technology, human resources, strategy, investor relations, programming andsupport our board matters. In addition, his performance goals were expanded to include the development ofin fulfilling its responsibilities, as well as personal development. The financial metrics focused on driving costs efficiencies based on our Liberty 3.0 program. The Liberty 3.0 program, which has since been rebranded “Liberty GO”, is a comprehensive plan to drive top-line growth at Liberty Global while maintaining tight cost controls.2021 budget. In the evaluation of his 20152021 performance, the compensation committee considered the various performance objectives that had been assigned to Mr. Fries and our company’s accomplishments againstas compared to those objectives. Overall, the compensation committee determined that Mr. Fries demonstrated outstanding leadership of the company in all respects and exceeded his objectives for 2021. In this regard, the compensation committee noted that our companywe had a number of significant performance accomplishments in 20152021 under the leadership of Mr. Fries, including:

including the launchclosing of the Horizon Go app, Replay TVsubstantial and MyPrime video-streaming service in additional countries;
complex joint venture transaction between Virgin Media and O2, the signing of an agreement to sell our Polish operations and achieving 1Gbps capability across the VMO2 JV’s footprint. In addition, of a record 1.5 million next-generation video subscribers;
the addition of over 250,000 premises through our U.K. network extension program;
launched 4G mobile services in Chile, the Netherlands and Switzerland;
the completion ofvarious key mobile virtual network operation (MVNO) agreements and launch of full MVNO mobile products in Ireland, Austria and Hungary;
increasing the top or lead internet speed in many of our markets;
the proposed acquisition of BASE (completed in February 2016) and the proposed acquisition of CWC;
theinitiatives were accomplished under his leadership, including delivery of key financial targets, including OCF, adjusted free cash flow and equity repurchases;

the distributionon customer propositions, increased collaboration across businesses, setting of the LiLAC Shares; and
the successful completionstrategic vision for our company, progress in delivering fixed-mobile convergence across our footprint, expansion of the Ziggo restructure.
In reviewing Mr. Fries’ performance, the committee considered both what had been accomplishedcompany’s Ventures arm and how such accomplishments had been achieved.cost efficiencies through transformation and procurement savings. The compensation committee also considered Mr. Fries’ responsibilities with respect to overall corporate policy-making and management, in-depth knowledge of our multi-national operations and complex finances, the regulatory and organizational complexities in which we compete, the increased size of our company, as well as his strong leadership capabilities in delivering key long-term strategic objectives in a challenging global economy and his handling of unanticipated additional responsibilities.
Mr. Fries provided key leadership, hands-on expertise where it mattered and motivational support in managing the senior executive team and employees in general.

With respect to the individual performance of our other NEOs, the compensation committee reviewed their performance with our CEO, giving much deference to our CEO’s evaluation of their performance against their respective 20152021 performance goals and the resulting APRs.goals. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the board of directors and events planned for the directors, which interaction assistsand those interactions assist in informing their judgment. The individual performance goals for the other NEOs related to their respective functional or operational areas of responsibility. Mr. Bracken’s goals related to financial strategy, developing a structured finance function, tax strategy, financial planning, improving efficiencies in business development, and group leadership and coordination with other functional groups.treasury; Mr. Dvorak’sHall’s goals related to financial reporting, internal auditlegal and compliance, driving project management initiatives, integrating acquired companies, planning efforts for roll out of International Financial Reporting Standards (IFRS) for purposes of our U.K. statutory reporting requirements and participating in the Financial Accounting Standards Board’s standard setting process.regulatory; Mr. Karsten’sRodriguez’s goals related to implementation of a new commercial organization, including key commercial targets, customer care initiatives, expansion of mobile services, the integration of Ziggo, expansion of services to businesses, execution of new producttechnology and service initiatives,innovation; and development of marketing initiatives. Mr. Nair’sSalvato’s goals related to optimizing operational synergies across entities, new buildmergers & acquisitions and upgrade targets, network operations, development, each as articulated in more detail above regarding the respective departmental objectives under Financial, Operational and implementation of new technologies for our services, improving efficiencies of capital expenditures and delivering on video and wireless initiatives and expanding connectivity services. Departmental Performance.In each case, the compensation committee also considered how these goals were affected by the size and complexity of our companycompany. In light of our company’s accomplishments, as highlighted above in “Executive Summary-2021 Business Highlights,” the compensation committee and Mr. Fries determined that each executive met or exceeded their objectives for 2021 and had outstanding performance taking into account all the variables, the continuing pandemic and the launch ofcompetitive landscape.

The compensation committee considered the Liberty GO program.

Based on its evaluation ofcompany’s financial, operational and departmental performance, as well as each NEO’s individual performance, overall contributions and its decisionsthe CEO’s recommendation in determining the earned bonus amounts.

The compensation committee determined that Mr. Fries over-performed on his individual objectives, but at Mr. Fries’ direction, the committee was asked to allocate a portion of his additional earned bonus amount to other executives in the executive leadership team. Amounts paid to the NEOs are shown below.

Name

  

2021 Earned Bonus

Amount (1)

   

Portion of Bonus
Paid in Cash

   

Portion of Bonus
Paid in Shares (2)

 

  Michael T. Fries

  $17,038,646   $15,500,000   $1,538,646 

  Charles H.R. Bracken

   3,694,577    3,000,000    694,577 

  Bryan H. Hall

   2,978,814    2,500,000    478,814 

  Enrique Rodriguez

   3,128,814    782,204    2,346,610 

  Andrea Salvato

   3,128,814    2,500,000    628,814 

(1)

Final payouts of approved bonus awards were subject to further adjustments due to rounding, exchange rates and other factors.

(2)

A portion of the bonus paid in shares of the company are subject to the SHIP, as further described herein.

The compensation committee approved payment of 2021 earned bonus amounts to our executive officers, including our NEOs, and certain other officers and key employees in the form of cash up to 100% of such NEO’s, officer’s or key employee’s target bonus amount, with any over-performance paid in shares on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares, or according to their election in the SHIP, if applicable. Mr. Hall had previously elected to participate in our deferred compensation plan with respect to the financialcash portion that he would receive. Mr. Rodriguez had previously elected to participate in our SHIP and that election meant that, after tax, he received more ordinary shares than described above. Mr. Fries elected to receive Liberty Global Class B shares for the share portion of his bonus award and elected to pay tax withholding on such shares in cash. The number of ordinary shares actually granted were based on each executive’s, SHIP election, the amount of above-target annual performance metrics,bonus earned (including any additional payout for individual performance) and the compensation committee approvedclosing prices of our Liberty Global Class A and Liberty Global Class C shares on March 14, 2022. All ordinary shares granted as part of the payments2021 Annual Bonus payout were treated as SHIP election shares and, accordingly, the respective employee received a grant of “premium” RSUs for the number of shares representing 12.5% of the shares actually issued to our NEOs with respect to their maximum achievable performance awards set forththem in the table below. Percentages2021 Annual Bonus Program. As per the SHIP, the premium RSUs will vest on March 1, 2023, if the NEO retains the ordinary shares received in the table represent percentages of the maximum achievable performance award.

  2015 Annual Cash Performance Award
Name Maximum
Achievable Award		 % Payout for Financial Performance (Revenue & OFCF)(60%) % Payout for Individual Performance
(40%)		 Aggregate % of Maximum Award (100%) Approved Award
           
Michael T. Fries $8,500,000 70.4% 100.0% 82.3% $6,991,000
           
Charles H.R. Bracken $2,500,000 70.4% 100.0% 82.3% $2,056,000
           
Bernard G. Dvorak $2,500,000 70.4% 100.0% 82.3% $2,056,000
           
Diederik Karsten $2,500,000 70.4% 100.0% 82.3% $2,056,000
           
Balan Nair $2,500,000 70.4% 100.0% 82.3% $2,056,000
2021 Annual Bonus Program until that vesting date.

The amounts paid to our NEOs under the 20152021 Annual AwardBonus Program are rounded to the nearest thousandin shares and cash are reflected in the Summary Compensation Table below under the “Non-Equity“Stock Awards” and “Non-Equity Incentive Plan Compensation” column.

Decisions for2016. On March 9, 2016, our compensation committee approved individual performance goals and set the target achievable cash performance awards for members of our senior management, including our NEOs for 2016. They also approved the financial and operational targets for earning the awards. In approving these awards, our compensation committee modified the general design of the 2016 annual cash performance award program from previous year’s awards. The target 2016 annual cash performance award will be split between the achievement of budgeted growth in revenue and OCF and achievement of a target average customer relationship net promotor score (rNPS) for the fiscal year ending December 31, 2016. Based on the achievement of these operational performance metrics, a payout of up to 150% of the target bonus amount is available for over-performance against budget/target. In addition, each participant’s 2016 individual APR will serve as a multiplier on the overall bonus payout (0 to 1.5x). Individual APRs for NEOs will be determined by considering individual performance against personal

performance objectives approved by the compensation committee and could increase the maximum 2016 annual cash performance award to up to 225% of the target bonus amount.
The compensation committee also approved a base performance objective that was designed so that the bonus plan should qualify as performance-based compensation under Section 162(m). If the 2016 base objective is achieved, each of the 2016 NEOs will be eligible to earn his maximum 2016 cash performance award, subject to our compensation committee’s discretion to reduce the amount of the award to be paid to any 2016 NEO or to pay no award to such 2016 NEO.  The exercise of our compensation committee’s discretion as to the amount of the 2016 cash performance award payable to any 2016 NEO will be based on our compensation committee’s assessment of our company’s consolidated financial performance, our rNPS score and each executive’s individual 2016 APR. The base objective relates to growth in consolidated revenue or consolidated OCF relative to budgeted growth. The 2016 target achievable performance award is $9.0 million for our CEO pursuant to the terms of the Fries Agreement and $2.5 million for each of the other 2016 NEOs. The same general design was also implemented, with similar performance metrics and weightings, for the 2016 bonus programs for other officers and senior management throughout the company (corporate and country operations).
Equitycolumns, respectively.

Long-Term Incentive Awards

General. Multi-year equityconventional and performance-based long-term incentive awards, whethermainly based in the form of conventional equity, awards or performance-based awards, have historically represented a significant portion of our executives’ compensation. These awards ensure that our executives have a continuing stake in our company’s success, align their interests with our shareholders and also serve the goal ofencourage retention through vesting requirements and forfeiture provisions.

Our The compensation committee’s approach to equity incentive awards for the senior management team places a significant emphasis on performance-based equity awards. Since 2010, the compensation committee’s approach has been to setcommittee sets a target annual equitylong-term incentive value for each executive of which approximately two-thirds would be delivered in the form of an annual award of PSUs and approximately one-third in the form of an annual award of SARs. A similar approach was applied to equity incentive compensation for approximately 60 other key employees.
each year.

In connection with each year’s award of PSUs,2021, the compensation committee selects one orput in place a combined 2021-2022 long-term incentive plan. The combined plan shifted some grants from 2022 into 2021, meaning that the NEOs will not receive awards in 2022. The plan also shifted the mix of long-term incentive awards for our NEOs substantially more performance measures forheavily toward SARs, which only pay-out if the ensuing two-year performance period. Forcompany’s share price increases past the PSUs awarded to date,strike price. These changes increase the compensation committee has selected asrisk/reward ratio of the performance measure growth in consolidated OCF, as adjusted for certain specified events that affect comparability, such as acquisitions, dispositionsprior long-term incentive plans and changes in foreign currency exchange rates and accounting principles. In choosing OCF growth asamplify the performance measure, the compensation committee’s goal has been to ensure thatfocus of the management team would be focused on maximizingshare price performance, against a variety of key financial metrics duringfurther aligning each executive’s reward to shareholder interests. See below under —2021-2022 Long Term Incentive Plan for more detail.

RSUs and SARs utilized in the performance period by using a measure of performance that was different from those selected for the annual cash performance awards. Different performance measures may be selected for thecompany’s long-term incentive awards are generally issued in subsequent years.

Our compensation committee also sets the performance targets corresponding to the selected performance measure(s) and a base performance objective that must be achieved in order for any portion of our NEOs’ PSU awards to be earned. The level of achievementordinary shares of the performance target withincompany at a range established by the compensation committee determines the percentageratio of the PSU award earned during the performance period, subject to reduction or forfeiture based on individual performance, based on the APR received under our global performance management process.one-third Class A minimum rating of “strong” or its equivalent is required for any PSU awards granted in 2014 to be earned. A minimum rating of “developing” or its equivalent is required for any PSU awards granted after 2014 to be earned. Earned PSUs will then vest in two equal installments on April 1 and October 1 of the year following the end of the performance period.two-thirds Class C shares. The PSU awardsRSUs and SARs are subject to forfeiture or acceleration in connection with certain termination of employment or change-in-control events. Each year’s award events and are subject to annual time-vesting as determined by the compensation committee for a particular grant year. The SARs have a standard term of SARsten years before expiration.

Additionally in 2021, the compensation committee adopted the new VIP as a component of the long-term incentive plan, giving the NEOs and certain eligible employees the option to allocate 10% of such employee’s annual target long-term incentive value to the VIP. The VIP is madebased upon performance of the company’s Ventures portfolio of investments over a three-year period. This new VIP component of the long-term incentive plan is designed to incentivize management’s efforts in driving growth and value with respect to the Ventures portfolio investments, which have increasing scale and importance within the company’s business. Performance is based upon changes (positive or negative) against the valuation of the portfolio over the performance period, which valuation is performed by a third-party auditor using detailed valuation principles. The earned portion of the VIP will be paid after the end of the performance period, either in company shares or cash at the same time as awards are made under our annual equity grant program for employees (generally on or around May 1) and on terms consistent with our standard formoption of SAR award agreement, including a four-year vesting schedule.

the company.

In adopting thisits general approach to equity incentive compensation, the compensation committee has made the following observations:

The organizational

Organizational risks of incentive compensation should be reduced through:

▪◾the use of

using multiple equity vehicles (PSUs(RSUs and SARs) with different performance, retention, risk and reward profiles;

▪◾annual grants of equity awards that spread the

spreading target incentive compensation over multiple and overlapping performance/service periods and providepermitting changes to the flexibility to change performance metrics, weighting and targets from grant to grant; and


▪◾the setting of achievable target performance levels, while providing higher payout levels for over-performance.

SARs and RSUs, provide a retention mechanism and strong alignment with shareholder interest; and

◾

forfeiture and reduction of equity award provisions ensure accountability by the executive for his or her own performance against personally tailored performance goals.

2021-2022 Long-Term Incentive Plan. In April 2021, the compensation committee established a new three-year, long-term incentive plan covering the three-year period ending May 1, 2024 (2021-2022 LTIP), with the objectives of amplifying the risk/reward nature of the long-term incentive grant and further aligning executive reward to shareholder interests, namely share price appreciation.

The use2021-2022 LTIP for our CEO and our other NEOs included a single grant made in April 2021 for each NEO’s regular annual long-term incentive target value for 2021 plus 90% of performance-based equity awards, suchthe NEO’s annual long-term incentive target value for 2022. The remaining 10% of each NEO’s 2022 target long-term incentive value was granted in the 2022 VIP. No other grants will be made in 2022 under the 2021-2022 LTIP. As a result of the combination of grants from two years into a single year, in 2022 there will be no RSUs or SARs granted under the Plan, as PSUs, adds an element of market risk overshown in the performance/service periodtables below (although Mr. Salvato has a small grant in 2022 due to better alignhis increased responsibilities).

The 2021-2022 LTIP is very heavily weighted in SARs in order to provide increased focus on share price performance, which directly aligns the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award;

The use of conventional equity awards, such as SARs, provides a retention mechanism and alignmentNEOs with shareholders, by only deliveringas a SAR’s value ifis completely dependent upon share appreciation. The components of the stock price appreciates;2021-2022 LTIP for our CEO and the other NEOs are set forth below.

Providing

Two-Year Combined LTIP (2021 & 2022): Incentives are aligned with Shareholders

The table and graphic below show target LTIP values awarded as well as the grant and vesting schedule for forfeiture or reduction of performance-based equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailoredthe 2021-2022 LTIP awards. With respect to our CEO, the participant’s role2021-2022 LTIP is 90% weighted in SARs.

2021-2022 LTIP Target Value Granted 
   RSUs   SARs   VIP   Aggregate
2-Year
Target
LTIP
Value ($)		 

NEO

  

    2021 ($)    

   

    2022 ($)    

   

    2021 ($)    

   

    2022 ($)    

   

    2021 ($)    

   

    2022 ($)    

 

Michael T. Fries

   0    0    35,550,000    0    1,900,000    2,050,000    39,500,000 

Charles H.R. Bracken

   3,240,000    0    7,560,000    0    600,000    600,000    12,000,000 

Bryan H. Hall

   2,160,000    0    5,040,000    0    400,000    400,000    8,000,000 

Enrique Rodriguez

   2,700,000    0    6,300,000    0    500,000    500,000    10,000,000 

Andrea Salvato

   2,700,000    270,000    6,300,000    180,000    500,000    550,000    10,500,000 

2021-2022 LTIP Grant and responsibilities.

2015Equity Incentive Awards. Vesting Schedule

The table below sets forthshows the target annual equity incentive award values for our NEOs approved by our compensation committee (which are unchanged from 2014)grant dates (G) and the grants of 2015 PSUs and SARs made to them in March and May 2015, respectively (adjusted for our distribution of LiLAC Shares in July 2015).

    Two-thirds of Target
Annual Equity Value in the Form of:		 One-third of Target
Annual Equity Value in the Form of:
Name Target Annual
Equity Value		 
Liberty Global
Class A
PSU Grants
(#)
 
LiLAC
Class A
PSU Grants
(#)
 
Liberty Global
Class C
PSU Grants
(#)
 
LiLAC
Class C
PSU Grants
(#)
 
Liberty Global
Class A
SARs Grants
(#)
 
LiLAC
Class A
SARs Grants
(#)
 
Liberty Global
Class C
SARs Grants
(#)
 
LiLAC
Class C
SARs Grants
(#)
                   
Michael T. Fries $15,000,000 65,152 3,257 130,304 6,515 157,121 7,882 316,802 16,078
                   
Charles H.R. Bracken $5,000,000 21,718 1,085 43,436 2,171 52,376 2,627 105,606 5,359
                   
Bernard G. Dvorak $5,000,000 21,718 1,085 43,436 2,171 52,376 2,627 105,606 5,359
                   
Diederik Karsten $5,000,000 21,718 1,085 43,436 2,171 52,376 2,627 105,606 5,359
                   
Balan Nair $5,000,000 21,718 1,085 43,436 2,171 52,376 2,627 105,606 5,359
The 2015 target annual equity valuesvesting dates (V) for each of our NEOs remained unchanged from the PSUs granted in 2014 as partcomponents of the equity incentive award component of our executive officers’ compensation packages. Each 2015 PSU represents the right to receive one Liberty Global Class A share, Liberty Global Class C share, LiLAC Class A share or LiLAC Class C share, as applicable, subject to performance and vesting.
2021- 2022 LTIP.

LOGO

The performance period for the 2015 PSUs is January 1, 2015 to December 31, 2016. The performance target selected by the compensation committee for the base case plan was achievement of a target compound annual growth rate in consolidated operating cash flow (OCF CAGR) based on a comparison of our 2014 actual results to those reflected in our then existing long-range plan for 2015. The target OCF CAGR is subject to upward or downward adjustment, on a mandatory or a discretionary basis, for certain events in accordance with the terms of the grant agreement. For example, the base case plan from which the target OCF CAGR was calculated will be adjusted for the acquisitions of businesses during the performance period in accordance with guidelines established by the compensation committee and the target OCF CAGR will be recalculated based on the adjusted base case plan. A performance range of 75% to 125% of the target OCF CAGR would generally result in award recipients earning 75% to 150% of their target 2015 PSUs, subject to reduction or forfeiture based on individual performance. One-half of the earned 2015 PSUs will vest on April 1, 2017 and the balance on October 1, 2017.

The compensation committee also established a minimum OCF CAGR base performance objective, subject to certain limited adjustments, which must be satisfied in order for any NEO to be eligible to earn any of their 2015 PSUs. Under the base performance objective, the OCF CAGR must be no less than 50% of the modified target OCF CAGR. If the base performance objective is achieved, our NEOs will be eligible to earn between 75% and 150% of their 2015 PSUs, subject to alignment with our company’s and the individual’s performance. The base performance objective was designed so that the awards should qualify as performance-based compensation under Section 162(m).
The 2015 PSURSU awards and the SAR awards ofgranted pursuant to the 2021-2022 LTIP to our NEOs are reflected in the Summary Compensation Table below under the “Stock Awards” and “Option Awards” columns, respectively.


Decisions for

Extension of SARs Granted in 2014 PSUsand 2015. As disclosed in our proxy statement for the 2015 annual general meeting, the performance period for the multi-year incentive awards of PSUs granted in March 2014 (the 2014 PSUs) was January 1, 2014 to December 31, 2015. The performance measure was based on a two-year OCF CAGR. For the 2014 PSUs, the performance target was an OCF CAGR for our company of 5.0%. The following table sets forth the threshold, target and maximum performance levels and related payouts approved by the compensation committee.

 Performance
 
Performance
Level
 
Two-year
OCF CAGR
 Payout
      
Maximum125.0% 5.4% 150.0%
Target100.0% 5.0% 100.0%
Threshold75.0% 3.2% 75.0%
The compensation committee determines the actual payout by “straight-line interpolation” if our actual OCF CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF CAGR for the performance period is calculated by comparing 2015 OCF against 2013 OCF, as adjusted for events during the performance period such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The compensation committee may also adjust the target OCF CAGR for extraordinary events that distort performance.
At the February 24, 2016 meeting of our compensation committee,In April 2021, the compensation committee reviewedand the calculationsboard of 2013directors extended the expiration date of SARs and director options granted in 2014 and 2015 consolidated OCF andfrom the resulting OCF CAGR, as adjusted pursuantseventh anniversary to the termstenth anniversary of the original grants to align with current company and industry practice and to further incentivize the achievement of the company’s objectives. There was no change to the exercise prices of the 2014 PSU grant agreements and guidelines adopted2015 SARs and director options. They have exercise prices ranging from $32.37 to $34.44 (for 2014) and $42.01 to $44.46 (for 2015) in 2012 by the compensation committee, which had been prepared by management. The compensation committee determined that the base performance objective of achievement of at least 50% of the target OCF CAGR, subject to limited adjustments, had been achieved.
The required adjustments to the target OCF CAGR made pursuant to the terms of the 2014 PSU grant agreements included adjustments (1) to reflect consistent foreign currency exchange translations, (2) to include the acquisition of Ziggo and associated synergies and integration costs and (3) related to the sale of certain assets. As permitted by the 2014 PSU grant agreements, the compensation committee also approved adjustments for certain events or circumstances that in its view distorted performance. These discretionary revisions to the target OCF CAGR included adjustments to exclude (a) unbudgeted costs for a change in the U.K. value-added tax legislation, (b) the BASE integration costs, (c) unbudgeted increases in 2015 maximum bonus amounts, (d) the unbudgeted costs for a network extension program in the U.K., (e) the unbudgeted costs for the launch of a sports channel and (f) certain unbudgeted costs associated with Liberty GO. These adjustments, in the aggregate, increased our target OCF for 2015 of $8.3 billion to $8.6 billion and decreased our target OCF CAGR for the performance period from 5.0% to 4.3%. For purposes of computing the adjusted actual OCF CAGR, the post-acquisition results of 2015 acquisitions were removed from the reported 2015 OCF.
Based on the foregoing, the compensation committee determined that approximately 101.8% of the target OCF CAGR had been achieved. This determination was made by dividing the adjusted actual OCF CAGR achieved (4.4%) by the adjusted target OCF CAGR (4.3%) using maximum available precision. That percentage achievement of the target OCF CAGR, which fell between the target and maximum levels in the preceding table, translated into 103.6% of the target 2014 PSUs being earned, as shown below. The compensation committee further determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2014 PSUs, which had been earned based on financial performance.

The table below sets forth the actual number of the 2014 PSUs that were earned and which were converted to time-vested RSUs pursuant to the terms of the 2014 PSUs.
Name 
Liberty Global
Class A RSUs
 
Liberty Global
Class C RSUs
 
LiLAC
Class A RSUs
 
LiLAC
Class C RSUs
         
Michael T. Fries 81,093 162,185 4,054 8,109
Charles H.R. Bracken 27,031 54,062 1,351 2,703
Bernard G. Dvorak 27,031 54,062 1,351 2,703
Diederik Karsten 27,031 54,062 1,351 2,703
Balan Nair 27,031 54,062 1,351 2,703
The compensation committee discussed the goals that the 2014 PSUs had been designed to achieve and was satisfied that these goals had been met. In addition, the senior management team remained highly motivated and intact during the two-year period ended December 31, 2015.
2013 Challenge Awards. Following the acquisition of Virgin Media, our company grew substantially in size and complexity and became a more complex business operation. In addition, we established aggressive synergy and long-range plan targets for our company on maximizing future performance and our senior management, including our NEOs, were asked to achieve this then aggressive future performance. Therefore, on June 24, 2013, the compensation committee determined to grant, in addition to the standard compensation program for senior management as described above, an additional challenge award to each of our NEOs and certain key employees (the 2013 Challenge Awards). The 2013 Challenge Awards were designed to incentivize senior management recipients to achieve high levels of individual performance and increase shareholder value over a multi-year period. This is in line with the compensation committee’s two primary objectives with respect to executive compensation as stated above—motivation and retention—with the ultimate goal of long-term value creation for our shareholders.
Except with respect to the senior executives, including our NEOs, the 2013 Challenge Awards consisted of a combination grant of performance-based SARs (PSARs) and performance-based PSUs, with a weighting more heavily to the PSARs. For the senior executives, including our NEOs, the 2013 Challenge Awards consisted solely of a grant of PSARs. The awards to the NEOs are intended to qualify as performance-based compensation under Section 162(m). Each PSU represents the right to receive one Liberty Global Class A share, Liberty Global Class C share, LiLAC Class A share or LiLAC Class C share, as applicable, subject to performance and vesting. The performance period for the 2013 Challenge Awards was January 1, 2013 to December 31, 2015.
The number of the 2013 Challenge Awards, earned by each of our NEOs, was based on the compensation committee’s assessment of the executive’s performance and achievement of individual goals in each of the years 2013, 2014 and 2015. The individual goals for the NEOs and our other executive officers consisted of quantitative and qualitative measures, which included individual strategic, financial, transactional, organizational and/or operational goals for each executive. At the end of the performance period, the compensation committee reviewed the performance of each NEO and other officers participating in the 2013 Challenge Awards based on their APR received in the company’s annual performance review process. Finding that each of the NEO’s received a rating of at least “superior” (or its equivalent) in each year of the performance period, the compensation committee did not exercise

its discretion to reduce by up to 100%, the amount of such NEO’s 2013 Challenge Awards. The earned PSARs will vest on the third anniversary of the grant date and have a term of seven years from the grant date.
Decisions for 2016. In February 2016, the compensation committee approved the grant of 2016 PSUs to our senior management, including our NEOs. In considering the grants of the 2016 PSUs, our compensation committee determined that it would be in the best interest of the company to modify this incentive award component to better align these incentives over the longer term, promote achievement of the goals of the Liberty GO program and retain key leadership during the transformation period. As described above, our equity incentive awards have previously consisted of annual grants of two different types of equity awards: SARs representing approximately one-third of the total annual target equity value per participant and PSUs representing approximately two-thirds of the total annual target equity value. The annual grants of PSUs then had overlapping two-year performance periods.
For the 2016 PSUs, the compensation committee determined to:
Combine the PSU grants for each of the next two years into a single award of 2016 PSUs with a single performance target;
Extend the performance period for the 2016 PSUs to three years (2016, 2017 and 2018) in line with the execution phase of the Liberty GO program;
Make no grant of PSUs in 2017 for participants who receive a grant of 2016 PSUs;
Require the target performance to be 6.0% OCF CAGR during the three-year performance period ending December 31, 2018 (with 2015 as the base year), with over-performance payout opportunities if the OCF CAGR exceeds the target; and
Maintain the annual SAR component from previous programs, as these awards vest in installments over a four-year period.
Each participant’s total 2016 PSU grants have a target equity value that has been increased to accommodate the change to a three-year performance period and replacement of the grant of the 2017 PSUs, which otherwise would have been made to the participants in 2017. The 2016 PSU grant is 715,716 ordinary shares for our CEO and 190,860 ordinary shares for each of our other NEOs. The 2016 PSUs are divided among our shares based on a ratio of 20 Liberty Global Shares for every one LiLAC Share, with the Liberty Globalfrom $30.81 to $33.06 (for 2014) and LiLAC Shares further divided on a 1:2 ratio between the respective Class A and$40.52 to $41.41 (for 2015) in Class C ordinary shares. The performance measure of 6% OCF CAGR may be adjusted at the compensation committee’s discretion for events that may affect comparability, such as changes in foreign currency exchange rates and accounting principles or policies. Our compensation committee selected the target OCF CAGR based uponFor the company’s internal projectionsexecutive officers, the exact number of SARs and other factors. A performance range of 75% to 167.5% of the target OCF CAGR will generally resulttheir exercise prices are shown in award recipients earning 75% to 300% of their target 2016 PSUs, subject to reduction or forfeiture based on individual performance. One-half of the earned 2016 PSUs will vest on April 1, 2019 and the balance on October 1, 2019.

The compensation committee also established a minimum OCF CAGR base performance objective, which must be satisfied in order for any NEO to be eligible to earn any of their 2016 PSUs. Under the base performance objective, the OCF CAGR must be no less than 50% of the target OCF CAGR. If the base performance objective is achieved, our NEOs will be eligible to earn between 75% and 300% of their 2016 PSUs, subject to alignment with our company’s and the individual’s performance. The base performance objective was designed so that the awards should qualify as performance-based compensation under Section 162(m). For details regarding the target annual equity values for Mr. Fries in connection with the grant of Annual Equity Awards under our incentive plans, please see the description of the Fries Agreement under —Employment and Other Agreements.
The foregoing discussion contains statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be construed to be estimates of our results or other guidance. In evaluating these statements, you should consider the risks and uncertainties of our business as further disclosed in our annual and quarterly reports filed with the SEC.

Form 4 filings previously made.

Share Ownership Policy

Our compensation committee has established an Executive Share Ownership Policy, as amended and restated, for our executive officers and senior officers. The purpose of the Executive Share Ownership Policy isThis policy helps to ensure that suchour officers have a significant stake in our long-term success. As a result, the compensation committee establishedsuccess and are aligned with our shareholders. The guidelines for ownership of our ordinary shares based on an individual’s level in our company and expresseda as a multiple of base salary as follows:

Position

  Guideline
 

Chief Executive Officer

 5 times base salary

Executive Vice Presidents including Co-Chief Financial Officers

 4 times base salary

All Senior Vice Presidents and Presidentother members of Liberty Global Latin America divisionthe Executive Leadership Team

 3 times base salary

Executive and senior officers, who were subject to the policy at the time of adoption, were expected to be in compliance with the ownership guidelines within two years of the policy’s effective date. New executive and senior officers must be in compliancecomply within four years of the date they become subject to the policy. In calculatingEach of the value of ordinary shares owned by an executive and a seniorfollowing are counted toward officer compliance with the policy includes the value of ordinarypolicy: (1) shares owned jointly with and separately by the officer’s spouse and minor children, (2) 50% of the value of vested ordinary shares held in the officer’s account in the 401(k) Plan, and(3) 50% of the in-the-money value of vested and in-the-moneyoptions and SARs. SARs and/or using a valuation methodology generally consistent with the Black-Scholes valuation methodology for vested options and SARs and (4) 50% of the value of any earned but unvested RSUs.

As of December 31, 2015,April 1, 2022, the value of the ordinary shares owned by Mr. Fries,our CEO, as calculated in accordance with the policy, significantly exceeded five times his base salary. In addition, at such date, our other NEOs, except Mr. Bracken,all employees subject to the policy were in compliance with the terms of the policy.

In March 2016, the compensation committee revised the Executive Share Ownership Policy to bring it in line with internal leadership changes. The new guidelines for ownership of our ordinary shares apply to members of our executive leadership team as follows:
PositionGuideline
Chief Executive Officer5 times base
Executive Vice Presidents, including Co-Chief Financial Officers4 times base
All other members of the executive leadership team3 times base
Executive and senior officers who were not subject to the policy previously must be in compliance within four years of the date they became subject to the policy as a result of these new guidelines.

Deferred Compensation Plan

Under the Liberty Global Deferred Compensation Plan (the Deferred Compensation Plan), our executive and other officers who are U.S. taxpayers (including those of our subsidiaries and divisions) and who are designated as participants from time to time by our compensation committee may elect to defer payment of certain of their compensation as described under —Deferred Compensation Planbelow. We do not have a pension or other defined benefit-type plan to offer our executive and senior officers. For these U.S.-based executive officers and employees, who are based in the U.S., LGILiberty Global contributes to its defined contribution 401(k) Plan, but such contributions are capped by U.S. law. Accordingly, the Deferred Compensation Plan was adopted by the compensation committee to provide a tax-efficient method for participants who are U.S. taxpayers to accumulate value, thus enhancing our ability to attract and retain senior management. With respect to the tax ramifications to us of the Deferred Compensation Plan, theThe compensation committee noted in adopting the planDeferred Compensation Plan that the corporate tax deduction on the deferred compensation may not be taken until payments to participants are made, but that we will have use of the cash in the interim. Although our compensation committee deemed the Deferred Compensation Plan to be an important benefit to participants, it is not included in any quantitative valuation with the three main components of our compensation packages, because participation in the plan, and to what extent, is at each participant’s discretion.

Other Benefits

We do not offer perquisites and other personal benefits on a general basis to our executive officers. The personal benefits we have provided are limited in scope and fall into the following principal categories: participation in our 401(k) policy (for U.S.-based NEOs) or our Pension Plan (for U.K.-based NEOs), limited

limited

personal use of our corporate aircraft;


an annual auto allowance or use of a company auto for our executive officers workingofficers; reasonable legal expenses in Europe;
connection with employment agreements; an executive health plan; and
charitable giving by Liberty Global.

Each of our U.S.-based employees, including U.S.-based NEOs, may contribute to our 401(k) plan. Under our 401(k) plan, the company will match an employee’s contribution 100% up to the lesser of 10% of the employee’s base salary or the applicable federal limit.

As part of the defined contribution retirement benefit available to all our U.K.-based employees, including all U.K.-based NEOs, the company makes matching contributions to the Liberty Global Group Pension Plan on the employee’s behalf, subject to statutory maximums. The company’s contributions are on a 1 to 1 basis, up to 10% of the employee’s base salary. Any such company contributions above the statutory maximum are paid to the employee as a taxable cash allowance.

Under our aircraft policy, our CEO, other executive officers and certain senior officers, with our CEO’s approval, may use our corporate aircraft for personal travel, subject to reimbursing us for the incremental costs incurred, plus applicable taxes. Pursuant to his employment agreement, theThe annual flight hours for Mr. Fries’ personal use of our aircraft is 120 hours per year without cost reimbursement. Mr. Bracken’s personal use of our aircraft is 25 hours per year without cost reimbursement. Also under our aircraft policy, our CEO and, with his approval, our other executive officers and certain senior officers may have family members or other personal guests accompany them on our corporate aircraft while traveling on business without reimbursing us for the incremental cost attributable to the personal guest.

The taxable income of an officer will include imputed income equal to the value of the personal use of our aircraft by him and by his personal guests determined usingusing: (a) a method based on the Standard Industry Fare Level (SIFL) rates, as published by the U.S. Internal Revenue Service (IRS) (in the case of U.S. taxpayers), or based on(b) as agreed with the U.K. tax authority periodically, a cost of the flightbase valuation for personal use and based on the marginal cost of a commercial ticket for guests (in the case of U.K. and Netherlands taxpayers). Income is imputed only to the extent that the value derived by such applicable method exceeds the amount the officer pays us for such personal use.

The methods we use to determine our incremental cost attributable to personal use of our corporate aircraft are described in the notes to the Summary Compensation Table below. Because our aircraft are used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, purchase costs of aircraft, and costs of maintenance and upkeep.

For our management-level

Annual auto allowances for employees are a standard benefit in Europe, and in order to align basic compensation with executives in the U.K.U.S., the Netherlands and certain other European countries, including two of our NEOs who work in these locations, we provide an annual autohave extended this allowance with variations in the cost of providing this benefitto some U.S. based on the employee’s position and location.

executives. We also provide an executive health plan for our executive and senior officers to proactively manage and improve their health. The benefits of this program include a complete medical history review, annual physical examinations, comprehensive laboratory testing, diagnostic testing and consultations with specialists.
Our NEOs also participate in various benefit plans offered to all salaried employees in the applicable country of employment. Our CEO generally reviews and directs the charitable giving by our company.
Tax and Accounting Considerations
In making its compensation decisions, our compensation committee considers the limitations on deductibility

We provide reimbursement of executive compensation under Section 162(m). That provision prohibits the deduction of compensationreasonable legal expenses to some executives, including NEOs, in excess of $1.0 million paid to certain executives, subject to certain exceptions. One exception is for performance-based compensation, including options and SARs, granted under shareholder-approved plans, such as the 2014 Incentive Plan. Our compensation committee generally seeks to design the principal elements of our compensation program, such as annual cash performance awards, SAR grants and the terms of our PSU awards, to qualify for deductibility consistentconnection with the requirementsnegotiation and execution of Section 162(m). It has not, however, adoptedtheir employment agreements, on a policy requiring all compensation to be deductible, in order to maintain flexibility in making compensation decisions. For example, the 2015 salary for our CEO will not be fully deductible and certain types of compensation, such as non-business use of corporate aircraft without reimbursement and grants of restricted shares and RSUs that do not include a performance condition, may not be deductible due to the application of Section 162(m). All grants of restricted shares and RSUs to our NEOs since 2006 have been performance based. Our compensation committee also endeavors to ensure that any compensation that could be characterized as non-qualified deferred compensation complies with Section 409A of the Code.

Our compensation committee also takes into account from time to time, as appropriate, the accounting treatment of compensation elements in determining types and levels of compensation, including method of payment, for our executive officers.

case-by-case basis.

Recoupment Policy

The terms of our PSUannual performance bonus awards our annual cash performance awards and our 2013 Challenge Awards for executive officers provide that if our consolidated financial statements for any of the years relevant to the determination of whether the applicable performance metrics have been met are required to be restated at any time as a result of an error (whether or not involving fraud or misconduct) and our compensation committee determines that if the financial results had been properly reported the portion of thetheir awards that would have been earned by participants would have been lower, than the awards actually earned by them, then each participant will be required to refund and/or forfeit the excess amount of his or her earned award.

Post-Employment Benefits and Change in Control

We have not adopted a severance policy covering our NEOs or other executive officers. Certain

Each of our NEOs (including our CEO) are entitled to limited post-employment benefits under their employment agreements. See —Employment and Other Agreements below. Otherwise, they are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Liberty Global 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) and the 2014 Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the 2005 Incentive Plan and the 2014 Incentive Plan provide the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certain change-in-control events. Accordingly, the existence of these potential post-employment and change-in-control benefits has not influenced our compensation committee’s decisions with respect to executive compensation.

In designing the terms for the PSURSU awards, and 2013 Challenge Awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the PSURSU awards and 2013 Challenge Awards do not guarantee that any portion of an award will be deemed earned upon termination of employment, except as a result offor death, nor that vesting of earned awards will be accelerated upon termination of employment, except as a result offor death or disability. Awards will only be accelerated upon specified change-in-control events if the awards are not continued on the same terms and conditions or, in the case of certain corporate reorganization transactions, effective provision hasthere will not been made for thebe an assumption or continuation of the awards on equivalent terms. For details regarding the acceleration of hisour CEO’s awards in connection with a change-in-control event please see the description of the Fries Agreement under —Employment and Other Agreements.

The compensation committee believedbelieves these limited acceleration events related to a change in control provide appropriate protection to participants and would serve to maintain morale and aid retention during the disruptive circumstances of a change in control. The compensation committee reserved discretion to approve the acceleratedcan accelerate vesting of an individual’s award or an amendment toamend an individual’s award agreements when appropriate under the circumstances.

For additional information on post-employment benefits and change-in-control provisions, see —Potential Payments upon Termination or Change in Control below.

below.

Timing of Equity Awards
In 2006, our

The compensation committee adopted a policy thatapproves the consideration and approvalannual equity incentive awards around April 1 of proposed annual grants of conventional equityeach year. This timing allows the awards to employees, includingbe aligned with long-range benchmarking, annual performance reviews, annual bonus determinations and our NEOs, would occur atcompany’s financial reporting calendar. The current practice is for the compensation committee meeting held in conjunction with our board’s regularly scheduled second quarter meeting each year. Typically this meeting occurs at the end of April or the beginning of May. The exercise price or base price of option and SAR grants approved at this meeting isto be set at the respective closing prices of the applicable class of our Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class Cordinary shares on the grant date, which is the date of the compensation committee meeting on or if later, Mayaround April 1 of the same year. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion. At this time, our compensation committee intends to follow this same timing for granting equity awards.

For purposes of determining the number of Liberty Global Class A and Liberty Global Class C LiLAC Class A and LiLAC Class C PSUsRSUs and SARs to be granted each year for the target annual equity values of our executive officers and other key employees, our compensation committee adopted a policy of using the average of the closing prices of such shares for a five-daytrading period ending on the second trading day preceding the date of the committee meeting to approveat which the grants. Typically, our compensation committee has granted PSUs during the first quarter of each year.grants are approved.


Policies Regarding Hedging
Our Insider Trading Policy requires each of our directors and executive officers to pre-clear all proposed transactions in our company’s securities, including hedging or monetization transactions, with the Legal Department or our company’s outside counsel. The policy prohibits short sales of our company’s securities by any director or employee. We do not have a policy that specifically prohibits our directors or executive officers from hedging the economic risk of share ownership.

Compensation Committee Report

The compensation committee has reviewed the Compensation Discussion and Analysis above and discussed it with management. Based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Members of the

Compensation Committee:

John P.

Andrew J. Cole Jr.

Paul A. Gould

Richard R. Green

Larry E. Romrell (chairman)

JC Sparkman (chairman)


Summary Compensation
Table

The following tableSummary Compensation Table below sets forth information concerning the compensation of our named executive officers for fiscal years 2015, 20142021, 2020 and 2013. As discussed2019.

CEO & NEO Compensation Generally

The Summary Compensation table below includes in the footnotes“total” compensation column for the CEO and each NEO future unearned compensation in the —Narrativeform of equity awards that are subject to time vesting, which may not be paid (if at all) for several years, and the figures assume certain levels of stock appreciation. These amounts are aggregated into a single year lump sum amount, which was not in fact paid during the year in question.

Grant Date Fair Value. The Summary Compensation Table below uses grant date fair values for the equity awards which assumes 100% performance and Grants of Plan-Based Awards Tables below, the values presented in the tables dovesting, as well as stock appreciation, and may not always reflect the actual compensation received by ouror realized. Market conditions could significantly impact actual outcomes.

Exchange Rates. Our U.K. based NEOs during the relevant fiscal year. Amounts paidreceived all or a portion of their respective salaries, perquisites and employee benefits in British pounds, sterling or euros, as the case may be,which have been converted intofor this presentation to U.S. dollars based onupon the average exchange rate in effect during each respective year (0.7271 for 2021, 0.7796 for 2020 and 0.7835 for 2019).

Combined 2021-2022 Awards. In 2021, the applicable year.

Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) 
Option Awards
($)(2)
 Non-Equity
Incentive Plan
Compen-sation
($)(3)		 
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)
 All Other
Compen-sation
($)(5)		 Total ($)
                    
Michael T. Fries 2015 2,115,000
(6) —
 10,050,959
 7,294,690
 6,991,000
 345,623
 903,903
 27,701,175
Chief Executive Officer & President 2014 1,863,462
  5,000,000
(7)89,299,514
 6,598,919
 7,846,000
 262,417
 1,306,424
 112,176,736
 2013 1,365,385
  — 5,567,374
 34,638,020
 3,960,000
 289,424
 1,031,779
 46,851,982
                    
Charles H.R. Bracken 2015 1,037,303
(8) — 3,350,352
 1,796,864
 2,056,000
 —
 130,468
 8,370,987
Executive Vice President & Co-Chief Financial Officer (Principal Financial Officer) 2014 1,024,012
(8) — 3,209,838
 1,714,165
 2,452,000
 —
 127,315
 8,527,330
 2013 730,926
(8) — 2,435,833
 6,610,946
 1,584,000
 —
 93,089
 11,454,794
                   
                    
Bernard G. Dvorak 2015 1,057,500
(9) — 3,350,352
 2,431,692
 2,056,000
(10)214,202
 42,479
 9,152,225
Executive Vice President & Co-Chief Financial Officer (Principal Accounting Officer) 2014 931,731
(9) — 3,209,838
 2,317,581
 2,452,000
(11)74,633
 19,418
 9,005,201
 2013 693,192
(9) — 2,435,833
 7,093,581
 1,584,000
(12)13,808
 20,246
 11,840,660
                   
                   
                    
Diederik Karsten 2015 889,402
(13) — 3,350,352
 1,796,864
 2,056,000
 —
 57,485
 8,150,103
Executive Vice President & Chief Commercial Officer 2014 975,657
(13) — 3,209,838
 1,714,165
 2,452,000
 —
 184,558
 8,536,218
 2013 773,100
(13) — 2,435,833
 6,610,946
 1,584,000
 —
 181,492
 11,585,371
                   
                    
Balan Nair 2015 1,057,500
  — 3,350,352
 2,431,692
 2,056,000
(10)151,837
 35,037
 9,082,418
Executive Vice President & Chief Technology and Innovation Officer 2014 931,731
  — 3,209,838
 2,317,581
 2,452,000
(11)107,873
 45,865
 9,064,888
 2013 696,692
(14) — 2,435,833
 7,093,581
 1,584,000
(12)63,454
 93,524
 11,967,084
_______________
NEOs were granted awards under the 2021-2022 LTIP, which generally combined the 2021 and 2022 target long-term incentive grants to the NEOs in a single grant made in April 2021. Accordingly, no additional equity awards will be granted to the NEOs under the 2021-2022 LTIP in 2022. See —Elements of Our Compensation—Long-Term Incentive Awards—2021-2022 Long-Term Incentive Plan above for a detailed discussion of the 2021-2022 LTIP. The RSU portion of the 2021-2022 LTIP is reflected in the Stock Awards column and the SAR portion of the 2021-2022 LTIP is reflected in the Option Awards column of the Summary Compensation Table below.

Name and Principal
  Position

 

Year

  

Salary ($)

  

Bonus ($)

  

Stock
Awards
($)(2)

  

Option
Awards

($)(3)

  

Non-

Equity
Incentive
Plan
Compen-
sation
($)(4)

  

Change in
Pension Value
and

Nonqualified

Deferred
Compensation
Earnings
($)(5)

  

All Other
Compen-
sation
($)(6)

  

Total ($)

 

Michael T. Fries

Chief Executive Officer & President

  2021   2,563,000   0   1,538,646   41,656,748   15,500,000   0   728,515   61,986,909(1) 
  2020   1,547,245(7)   0   16,850,467   15,537,111   10,291,627   0   725,880   44,952,330 
  2019   2,369,915   5,000,000   79,183,083   20,195,050   15,263,387   147,672   1,094,986   123,254,093(1) 

Charles H.R. Bracken

EVP & Chief Financial Officer

  2021   1,205,462   0   3,937,423   9,386,737   3,000,000   0   166,359   17,695,981 
  2020   1,016,034   250,000   4,649,673   4,170,606   1,587,152   0   136,982   11,810,447 
  2019   1,066,688   0   6,898,921   5,159,343   2,925,482   0   122,810   16,173,244 

Bryan H. Hall

EVP & General Counsel

  2021   1,116,723   0   2,788,778   6,427,803   2,500,000(8)   240,379   35,721   13,109,404 
  2020   1,009,832   150,000   3,650,822   3,219,891   1,627,152   165,383   35,696   9,858,776 
  2019   1,066,000   0   6,310,501   3,439,569   1,462,741   227,434   20,191   12,526,436 

Enrique Rodriguez

EVP & Chief Technology
Officer

  2021   1,067,985(9)   0   5,326,550   6,759,976   782,204   48,621   20,637   14,005,973 
  2020   965,675   150,000   5,313,993   2,106,385   590,480   12,682   20,637   9,159,852 
  2019   1,018,750   0   7,683,115   4,299,467   635,974   0   20,137   13,657,443 

Andrea Salvato

  2021   984,661   0   3,331,147   6,790,497   2,500,000   0   120,994   13,727,299 

SVP & Chief Development Officer

  2020   742,849   500,000   3,383,069   2,051,344   1,149,722   0   101,530   7,928,514 
  2019   592,534   0   4,762,161   3,354,625   2,340,386   0   83,596   11,133,302 

(1)

The 2021 Total amount includes “Option Awards” for the 2021-2022 LTIP, which combined two years’ of long-term incentive awards and includes additional share-based compensation expense associated with extending the term of the 2014 and 2015 SARs from seven years to ten. Because no additional “Option Awards” were granted in 2022, Mr. Fries’ total compensation for 2022 will

be reported as significantly lower in the following year’s Summary Compensation Table. A similar impact will apply to our other NEOs. The following table discloses the constituent amounts included in the “Options Awards” column in the above table.

NEO Name

  Two-Year Combined Equity
Grant ($)		   Extension of 2014 &
2015 SARs ($)		   

2021 Option

Awards Total ($)

   

Additional

Option Awards
Granted in 2022 ($)

 
  2021   2022 

Michael T. Fries

   37,832,305    0    3,824,444    41,656,749    0 

Charles H.R. Bracken

   8,111,975    0    1,274,762    9,386,737    0 

Bryan H. Hall

   5,407,976    0    1,019,827    6,427,803    0 

Enrique Rodriguez

   6,759,976    0    0    6,759,976    0 

Andrea Salvato

   6,344,360    0    446,137    6,790,497    180,000 

As previously disclosed, with respect to the 2019 “Total” amount, the figure includes one-time compensation awards related to the renewal of Mr. Fries’ employment agreement and certain, special long-term incentive grants in 2019. Mr. Fries’ recurring compensation for 2019, which excludes such one-time compensation amounts and incorporates only his base salary, annual cash bonus, long term equity incentive grants and other recurring benefits, was $44,790,933.

(2)

The dollar amounts shown in the “Stock Awards” column reflect the grant date fair value of each NEO’s target 2015 PSUsthe equity determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC 718). The, and there can be no assurance that these grant date fair value forvalues will ever be realized by an NEO. For 2021, the maximum achievable 2015 PSUStock Awards column shows: (i) Target 2021 RSUs granted under our 2021 long-term equity incentive program, which RSU awards (150% of target) would be $15,076,439 for Mr. Fries and $5,025,543 for each of the other NEOs. Earned 2015 PSU awards willare scheduled to vest, subject to forfeiture or acceleration under certain circumstances, in twothree equal installments, on eachMay 1 of April 1, 20172022, 2023 and October 31, 2017.2024, and (ii) shares of the company’s stock issued in 2021 to the NEO for the SHIP portion of his 2020 annual performance bonus awards and premium RSUs issued to the NEOs representing 12.5% of the gross number of ordinary shares issued under SHIP.

(3)
(2)

The 2015 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR awards granted to our NEOsthe equity determined in accordance with FASB Topic 718. The “Option Awards” for 2021 column also reflects the incremental compensation expense associated with the extension of SARs issued in 2014 and 2015, each determined in accordance with FASB ASC 718. The dollar amounts for the SAR awards exclude the impact of estimated forfeitures and assume a risk-free interest rate of 1.73%, a volatility rate of 30.1% and an expected term of 5.5 years with respect to Messrs. Fries, Dvorak and Nair and a risk-free interest rate of 1.40%, a volatility rate of 25.1% and an expected term of 4.3 years with respect to Messrs. Bracken and Karsten. Messrs. Bracken, Dvorak, Karsten and Nair were each granted the same number of SAR awards in 2015. The differences in the grant dateincremental fair value associated with extending the expiration date for such SARs is $3,824,444 for Mr. Fries, $1,274,762 for Mr. Bracken, $1,019,827 for Mr. Hall and $446,137 for Mr. Salvato. Additional information on the extension of their SARs are attributablecan be found in note 15 of the Notes to Consolidated Financial Statements in our annual report on Form 10-K, filed with the different valuation assumptions described above, which were applied basedSecurities and Exchange Commission on their respective home countries. The SAR awards vest 12.5%February 17, 2022, as amended on November 1, 2015 and thereafter in 14 equal quarterly installments commencing February 1, 2016, and have a seven year term.March 30, 2022.

(4)
(3)

The dollar amounts in the “Non-Equity“Non-Equity Incentive Plan Compensation” column reflect the cash portion of the NEO’s annual cash performance bonus awards (minus the individual performance component, if applicable) earned by the NEOs under the applicable equity incentive plan during the years indicated. For 2015,These amounts do not reflect premium bonus amounts earned by the compensation committee determinedapplicable NEO for over-performance during the finalyear. Such premium amounts are included in the Stock Awards column of the above table. The company split the award between shares and cash prior to deductions for applicable withholdings, which withholding amounts at its March 9, 2016 meeting. The awards were paid outare included in March 2016.the amounts in the above table.


(5)
(4)

The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable NEO under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set.

(6)
(5)

The following table provides additional information about the 20152021 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:

Name

  

Company
Contribution
Under 401(k)
Plan

   

Company
Contribution
Under U.K.
Defined
Contribution
Plan

   

Auto
Allowance

   

Misc. (a)

   

    Total    

 

Michael T. Fries

  $0    0   $0   $728,515   $728,515 

Charles H.R. Bracken

   0    116,593    19,937    29,829    166,359 

Bryan H. Hall

   19,500    0    15,000    1,221    35,721 

Enrique Rodriguez

   19,500    0    0    1,137    20,637 

Andrea Salvato

   0    98,439    19,937    2,618    120,994 
Name 401(k)
Plan (a)		 U.K. Defined
Contribution
Plan (b)		 NL Defined Contribution Plan (c) Auto
Allowance		 Miscellaneous (d) Total
             
Michael T. Fries $—
 $—
 $—
 $—
 $903,903
 $903,903
Charles H.R. Bracken $—
 $107,454
 $—
 $22,148
 $866
 $130,468
Bernard G. Dvorak $18,000
 $—
 $—
 $—
 $24,479
 $42,479
Diederik Karsten $—
 $—
 $35,418
 $18,024
 $4,043
 $57,485
Balan Nair $18,000
 $—
 $—
 $—
 $17,037
 $35,037
_______________

(a)Represents matching employer contributions made under

Amounts include the 401(k) Plan. Under the 401(k) Plan, participants may make contributions annually, subject to U.S. federal limits, and LGI makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under Liberty Global’s incentive plans). Voluntary catch-up contributions permitted under U.S. federal law for persons age 50 or older, however, are not matched. Messrs. Fries, Dvorak and Nair are fully vested in their respective 401(k) Plan accounts.following:

(b)Represents employer contributions pursuant to the Liberty Global Group Pension Plan in the U.K. Under this plan, Liberty Global Europe Ltd. retains a plan provider that assists participating U.K. employees with establishing individual pension plans, which are defined contribution personal retirement savings plans. The employee makes monthly contributions to their individual pension plan while the employer makes matching monthly contributions up to a maximum of 10% of the participant’s monthly base salary. For Mr. Bracken, the employer contribution is 10% of his base salary. The participant’s contributions are not capped although the tax benefits to the participant are significantly less if such participant’s annual contributions exceed £40,000 ($61,114) or a lifetime contribution in excess of £1.25 million ($1.9 million), as such limits may be changed by the U.K. government from time to time. Once the combined pension contributions are equal to the annual allowance, provided that the employee is making an annual contribution of £20,000 ($30,557), then the employer pays an annual cash amount equal to 10% of base salary less the £20,000 ($30,557) as a taxable pension allowance. Participating U.K. employees, including Mr. Bracken, are fully vested in the employer contributions to their respective pension plans.
(c)
Represents employer contributions pursuant to the Dutch Liberty Global Pension Plan in the Netherlands. This is a defined contribution plan and Liberty Global B.V., f/k/a Liberty Global Europe B.V. (LG BV), retains an insurance company to execute the Dutch Liberty Global Pension Plan. This plan also includes a survivor’s pension and insurance covering a waiver of premium payment into the plan in the case of disability. The employer makes a contribution to each participant’s pension plan equal to a percentage of the participant’s pensionable salary (annual base salary minus an offset), which varies based on age group. The employer also pays the contributions for the pension plan insurance. In 2015, the Netherlands regulatory agency reduced the cap on salary to €100,000 ($111,001). For Mr. Karsten, the employer contribution is 16.9% of his pensionable salary up to such salary cap. Any employer contributions that exceed the salary cap are paid as a taxable pension allowance. In 2015, participants are required to make a contribution of at least 2% of their pensionable base salary to their individual pension plans. Participating Netherlands employees, including Mr. Karsten, are fully vested in the employer contributions to their respective pension plans.
(d)Amounts reflect the following:

Premiums for term life insurance for each of Messrs. Fries, ($1,656), Dvorak ($1,656)Bracken, Hall, Rodriguez and Nair ($2,007) underSalvato, limited event tickets for Messrs. Fries and Hall and our group term life insurance benefit plan for U.S. employees.

Premiums for term life insurancestandard director holiday gift for Mr. Bracken ($866) under Liberty Global Europe Ltd.’s group life assurance policy for U.K. employees.Fries.

Payments made on behalf of Mr. Nair under our executive health plan.

Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following NEOs is: Mr. Fries ($368,665), Mr. Karsten479,721) and Mr. Nair.Bracken ($26,623). Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hangar and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.

The cost of memberships in certain professional organizations for Mr. Fries.
The cost of gifts from us to Messrs. Dvorak and Nair valued at less than $175, plus the related tax gross-up ($150).
The cost of gifts from us to Mr. Fries valued at less than $700, plus the related tax gross-up ($570).
Pursuant to the terms of the Fries Agreement, payment made on behalf of Mr. Fries for professional fees incurred by him, related to the Fries Agreement ($10,342), plus the related tax gross-up ($9,017).

parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.

Contributions to several charitable and non-profit organizations made by Liberty Global at the request of Mr. Fries. Such contributions aggregated $501,000 and are not included in Mr. Fries’ Liberty Global income for tax purposes. Of the organizations that received such contributions, Mr. Fries is a member of the board of four of the organizations and on the advisory board of another organization to which Liberty Global contributed. The contributions to these organizations were $312,500 in the aggregate.

Contributions to charitable and non-profit organizations of $17,500 by Liberty Global at the request of Mr. Dvorak. In addition, Liberty Global matched $5,000 in charitable contributions by Mr. Dvorak through its company-match program, which is open to all employees. Such contributions are not included in Mr. Dvorak’s Liberty Global income for tax purposes.
Contributions to a charitable and non-profit organization of $5,000 by Liberty Global at the request of Mr. Nair. In addition, Liberty Global matched $7,500 in charitable contributions by Mr. Nair through its company-match program, which is open to all employees. Such contributions are not included in Mr. Nair’s Liberty Global income for tax purposes.
During 2015, Messrs. Fries, Dvorak and Nair each used sporting and concert event tickets that resulted in an incremental cost to usaggregate amount of less than $400 in the case of Mr. Nair.$246,000.

During 2015, Mr. Bracken used sporting and concert tickets made available generally to all employees of our U.K. offices on a first come, first served basis for which we do not attribute compensation.

(7)
(6)

Amount includes $1,797,750does not include that portion of Mr. Fries’ 20152020 salary that he contributed to the payments of which company’s COVID-19 relief fund, as previously disclosed.

(8)

Mr. FriesHall elected to defer pursuant to our Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9% per annum compounded daily until paid in full. The amount deferred, plus accrued interest, will be paid upon the earlier of December 31, 2019, Mr. Fries’ separation of service or a change in control of Liberty Global.

(7)Represents a $5.0 million commitment bonus paid to Mr. Fries at the time the Fries Agreement was signed in April 2014.
(8)For the years indicated, Mr. Bracken received all or a portion$2,000,000 of his salary, perquisites and employee benefits in British pounds, which have been converted for this presentation to U.S. dollars based upon the average exchange rate in effect during each respective year (0.6545 for 2015, 0.6074 for 2014 and 0.6396 for 2013).
(9)Amount includes $560,475 of Mr. Dvorak’s 2015 salary, $493,817 of Mr. Dvorak’s 2014 salary and $450,575 of Mr. Dvorak’s 2013 salary, respectively, the payments of which Mr. Dvorak elected to defer pursuant to our Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 9% per annum compounded daily until paid in full. The amounts deferred in 2014 and 2013, plus accrued interest, will be paid in four equal2021 annual installments upon the earlier of Mr. Dvorak’s separation of service or a change in control of Liberty Global. The amount deferred in 2015, plus accrued interest, will be paid in five equal annual installments upon the earlier of Mr. Dvorak’s separation of service or a change in control of Liberty Global.
(10)The 2015 annual cash performance award amount includes $1,028,000 for each of Mr. Dvorak and Mr. Nair, deferred at their respective electionsbonus awards pursuant to our Deferred Compensation Plan at the time such award wasawards were paid in 2016. Such2022. The amount deferred amount, plus accruedaccrues interest at the rate of 9%8.0% per annum compoundscompounded daily until paid in full. With respect

(9)

Mr. Rodriguez elected to Mr. Dvorak, the amount deferred, plus accrued interest, will be paid in two equal annual installments upon the earlier of January 1, 2020 or a change in control of Liberty Global. With respect to Mr. Nair, the amount deferred, plus accrued interest, will be paid on the earlier of October 19, 2021, his separation of service or a change in control of Liberty Global.


(11)The 2014 annual cash performance award amount includes $1,839,000 for Mr. Dvorak and $1,226,000 for Mr. Nair, deferred at their respective elections pursuant to our Deferred Compensation Plan at the time such award was paid in 2015. Such deferred amount, plus accrued interest at the rate of 9% per annum, compounds daily until paid in full. With respect to Mr. Dvorak, the amount deferred, plus accrued interest, will be paid in four equal annual installments upon the earlier of January 1, 2020 or a change in control of Liberty Global. With respect to Mr. Nair, the amount deferred, plus accrued interest, will be paid on the earlier of July 10, 2022, his separation of service or a change in control of Liberty Global.
(12)The 2013 annual cash performance award amount includes $792,000 for each of Mr. Dvorak and Mr. Nair, deferred at their respective elections pursuant to our Deferred Compensation Plan at the time such award was paid in 2014. Such deferred amount, plus accrued interest at the rate of 9% per annum, compounds daily until paid in full. With respect to Mr. Dvorak, the amount deferred, plus accrued interest, will be paid in four equal annual installments upon the earlierdefer $640,791 of his separation of service or a change in control of Liberty Global. With respect to Mr. Nair, the amount deferred, plus accrued interest, will be paid on the earlier of July 10, 2022, his separation of service or a change in control of Liberty Global.
(13)For the years indicated, Mr. Karsten received all or a portion of his2021 salary perquisites and employee benefits in euros, which have been converted for this presentation to U.S. dollars based upon the average exchange rate in effect during each respective year (0.9009 for 2015, 0.7537 for 2014 and 0.7530 for 2013).
(14)Amount includes $139,338 of Mr. Nair’s 2013 salary, the payments of which Mr. Nair elected to defer pursuant to our Deferred Compensation Plan. SuchThe deferred amount accrues interest at the rate of 9%8.0% per annum compounded daily until paid in full. The amount deferred, plus accrued interest, will be paid upon the earlier of January 1, 2017, Mr. Nair’s separation of service or a change in control of Liberty Global.


Grants of Plan-Based Awards

The table below sets forth certain information concerning the grants of equity basedequity-based awards under the 2014 Incentive Plan and the annual cash performance bonus awards granted to our named executive officers under the 2014 Incentive Plan during the year ended December 31, 2015,2021, as described below under —Narrative to Summary Compensation and Grants of Plan-Based Awards Table. The actual amount of the 2015 cash2021 annual performance bonus award approved for each named executive officerNEO is reflected in the “Non-Equity“Stock Awards” column of the Summary Compensation Table above for the portion paid in shares and RSUs and in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above.above for the portion paid in cash.

  

 

 

 

  Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards		  Estimated Future Payouts Under
Equity Incentive Plan Awards		  All other
Stock
Awards;
Number
of
Shares
of
Stock
or
Units
(#)(3)		  All other
Option
Awards;
Number
of
Securities
Underlying
Options
(#)(4)		  Exercise
or Base
Price of
Option
Awards
($/sh)		  Grant
Date
Fair
Value of
Stock &
Option
Awards
($)		 

Name

 Grant Date Board/
Committee
Action
Date		  Threshold
($)		  Target
($)(2)		  Maximum
($)(2)		  Threshold
($)		  Target
($)(2)		  Maximum
($)(2)		 

Michael T. Fries

  03/14/2022    02/16/2021   —   15,500,000   15,500,000        

  Liberty Global Class A

  03/14/2022    10/20/2021      —   6,070,833   6,829,688     

  Liberty Global Class C

  03/14/2022    10/20/2021      —   12,144,667   13,659,375     

  N/A

  04/13/2021    04/13/2021      —   1,900,000      

  Liberty Global Class C

  04/13/2021    04/13/2021          5,378,211  $25.68  $37,832,305 

  Liberty Global Class A

  04/13/2021  (1)  04/13/2021          201,746  $32.37  $811,107 

  Liberty Global Class C

  04/13/2021  (1)  04/13/2021          401,446  $30.81  $1,759,022 

  Liberty Global Class A

  04/13/2021  (1)  04/13/2021          157,121  $42.01  $406,791 

  Liberty Global Class C

  04/13/2021  (1)  04/13/2021          316,802  $40.52  $847,524 

  Charles H.R. Bracken

  03/14/2022    02/16/2021   —   3,000,000   3,000,000        

  Liberty Global Class A

  03/14/2022    10/20/2021      —   1,175,000   1,321,875     

  Liberty Global Class C

  03/14/2022    10/20/2021      —   2,350,000   2,643,750     

  N/A

  04/13/2021    04/13/2021      —   600,000      

  Liberty Global Class A

  04/13/2021    04/13/2021      —     42,033    $1,084,031 

  

 

 

 

  Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards		  Estimated Future Payouts Under
Equity Incentive Plan Awards		  All other
Stock
Awards;
Number
of
Shares
of Stock
or Units
(#)(3)		  All other
Option
Awards;
Number of
Securities
Underlying
Options
(#)(4)		  Exercise
or Base
Price of
Option
Awards
($/sh)		  Grant
Date
Fair
Value of
Stock &
Option
Awards
($)		 

Name

 Grant Date Board/
Committee
Action
Date		  Threshold
($)		  Target
($)(2)		  Maximum
($)(2)		  Threshold
($)		  Target
($)(2)		  Maximum
($)(2)		 

  Liberty Global Class C

  04/13/2021    04/13/2021      —     84,066    $2,158,815 

  Liberty Global Class A

  04/13/2021    04/13/2021          383,561  $25.79  $2,715,758 

  Liberty Global Class C

  04/13/2021    04/13/2021          767,122  $25.68  $5,396,217 

  Liberty Global Class A

  04/13/2021  (1)  04/13/2021          67,243  $32.37  $270,346 

  Liberty Global Class C

  04/13/2021  (1)  04/13/2021          133,804  $30.81  $586,291 

  Liberty Global Class C

  04/13/2021  (1)  04/13/2021          52,376  $42.01  $135,603 

  Liberty Global Class A

  04/13/2021  (1)  04/13/2021          105,606  $40.52  $282,522 

  Bryan H. Hall

  03/14/2022    02/01/2021   —   2,500,000   2,500,000        

  Liberty Global Class A

  03/14/2022    10/20/2021      —   979,167   1,101,563     

  Liberty Global Class C

  03/14/2022    10/20/2021      —   1,958,333   2,203,125     

  N/A

  04/13/2021    04/13/2021      —   400,000      

  Liberty Global Class A

  03/12/2021    03/12/2021      —     1,934     49,704 

  Liberty Global Class C

  03/12/2021    03/12/2021      —     3,868     98,363 

  Liberty Global Class A

  04/13/2021    04/13/2021      —     28,022     722,687 

  Liberty Global Class C

  04/13/2021    04/13/2021      —     56,044     1,439,210 

  Liberty Global Class A

  04/13/2021    04/13/2021          255,707   25.79   1,810,503 

  Liberty Global Class C

  04/13/2021    04/13/2021          511,414   25.68   3,597,473 

  Liberty Global Class A

  04/13/2021  (1)  04/13/2021          53,794   32.37   216,275 

  Liberty Global Class C

  04/13/2021  (1)  04/13/2021          107,043   30.81   469,032 

  Liberty Global Class C

  04/13/2021  (1)  04/13/2021          41,903   42.01   108,488 

  Liberty Global Class A

  04/13/2021  (1)  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  84,490   40.52   226,032 

Enrique Rodriguez

  03/14/2022    02/16/2021   —   2,500,000   2,500,000        

Liberty Global Class A

  03/14/2022  

 

  10/20/2021  

 

 

 

 

 

 

 

 

 

 

 

  —   979,167   1,101,563  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liberty Global Class C

  03/14/2022  

 

  10/20/2021  

 

 

 

 

 

 

 

 

 

 

 

  —   1,958,333   2,203,125  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

N/A

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

  —   500,000  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liberty Global Class A

  03/12/2021  

 

  03/12/2021  

 

 

 

 

 

 

 

 

 

 

 

  —  

 

 

 

 

 

 

 

  3,626  

 

 

 

 

 

 

 

  93,188 

Liberty Global Class C

  03/12/2021  

 

  03/12/2021  

 

 

 

 

 

 

 

 

 

 

 

  —  

 

 

 

 

 

 

 

  7,252  

 

 

 

 

 

 

 

  184,418 

Liberty Global Class A

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

  —  

 

 

 

 

 

 

 

  35,027  

 

 

 

 

 

 

 

  903,346 

  

 

 

 

  Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards		  Estimated Future Payouts Under
Equity Incentive Plan Awards		  All other
Stock
Awards;
Number
of
Shares
of Stock
or Units
(#)(3)		  All other
Option
Awards;
Number of
Securities
Underlying
Options
(#)(4)		  Exercise
or Base
Price of
Option
Awards
($/sh)		  Grant
Date
Fair
Value of
Stock &
Option
Awards
($)		 

Name

 Grant Date Board/
Committee
Action
Date		  Threshold
($)		  Target
($)(2)		  Maximum
($)(2)		  Threshold
($)		  Target
($)(2)		  Maximum
($)(2)		 

Liberty Global Class C

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

  —  

 

 

 

 

 

 

 

  70,054  

 

 

 

 

 

 

 

  1,798,987 

Liberty Global Class A

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  319,634   25.79   2,263,131 

Liberty Global Class C

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  639,268   25.68   4,496,845 

Andrea Salvato

  03/14/2022    02/16/2021   —   2,500,000   2,500,000        

Liberty Global Class A

  03/14/2022  

 

  10/20/2021  

 

 

 

 

 

 

 

 

 

 

 

  —   979,167   1,101,563  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liberty Global Class C

  03/14/2022  

 

  10/20/2021  

 

 

 

 

 

 

 

 

 

 

 

  —   1,958,333   2,203,125  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

N/A

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

  —   500,000  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liberty Global Class A

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

  —  

 

 

 

 

 

 

 

  35,027  

 

 

 

 

 

 

 

  903,346 

Liberty Global Class C

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

  —  

 

 

 

 

 

 

 

  70,054  

 

 

 

 

 

 

 

  1,798,987 

Liberty Global Class A

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  319,634   25.79   2,124,779 

Liberty Global Class C

  04/13/2021  

 

  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  639,268   25.68   4,219,580 

Liberty Global Class A

  04/13/2021  (1)  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  23,535   32.37   94,621 

Liberty Global Class C

  04/13/2021  (1)  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  46,831   30.81   205,200 

Liberty Global Class C

  04/13/2021  (1)  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  18,328   42.01   47,452 

Liberty Global Class A

  04/13/2021  (1)  04/13/2021  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  36,955   40.52   98,864 

(1)

These SARs with a grant date of April 13, 2021 reflect the 2014 and 2015 SAR extensions as more fully described in —Compensation Discussion and Analysis—Elements of Our Compensation Packages—Equity Incentive Awards—Extension of SARs Granted in 2014 and 2015 above.

(2)

Pursuant to the SHIP, our NEOs could elect to receive up to 100% of their annual bonus in ordinary shares of Liberty Global in lieu of cash. NEOs who elected to receive shares in respect to their annual bonus also received RSUs equal to 12.5% of the gross number of shares earned under the 2021 Annual Bonus Program as more fully described in —Compensation Discussion and Analysis—Elements of Our Compensation Packages—Annual Performance Bonus Awards above. Additionally, the compensation committee approved a new policy, beginning in 2021, whereby any earned bonus amounts up to the target bonus amount for each NEO will be paid in cash, with any over-performance paid in ordinary shares under the SHIP. The RSUs will vest on March 1, 2023, provided the NEO holds all of the shares issued in respect to the 2021 Annual Bonus Program through that period. With respect to all NEOs, such amounts consist of awards under the 2021 VIP granted on April 13, 2021, reflecting target values of $1,900,000 for Mr. Fries, $600,000 for Mr. Bracken, $400,000 for Mr. Hall, and $500,000 each for Messrs. Rodriguez and Salvato

(3)

With respect to Messrs. Hall and Rodriguez, consists of a grant of RSUs on March 12, 2021 in connection with 12.5% of the gross number of shares earned under the 2020 Annual Bonus Program. As each NEO held their 2020 Annual Bonus Program shares, these awards fully vested on March 1, 2022.

(4)

With respect to all NEOs, consists of (i) the grant date fair value at the time of the grant of SAR awards to our NEOs in 2021, and (ii) other than Mr. Rodriguez the incremental compensation expense associated with the extension of SARs issued in 2014 and 2015 from a seven-year term to a ten-year term, both determined in accordance with FASB ASC 718. The table assumes vesting and performance at 100% of their grant date fair values. The dollar amounts for the SAR awards granted April 13, 2021, reflect risk-free interest rates of between .35% and .67%, a volatility rate ranging from 32.4% to 33.8% and an expected term ranging from 3.1 to 4.3 years for all NEOs. The SARs granted on April 13, 2021 are subject to annual time vesting over a two-year service period vesting on May 1 of both 2023 and 2024 in equal installments. All SAR awards granted before 2019 have a seven-year term. All SAR awards granted after 2018 have a ten-year term. For the 2014 and 2015 SARs that were extended, the incremental fair value associated was $3,824,444 for Mr. Fries, $1,274,762 for Mr. Bracken, $1,019,827 for Mr. Hall and $446,137 for Mr. Salvato.

    Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards All other Option Awards Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($/sh) 
Grant Date Fair Value of Stock & Option Awards
($)
Name Grant Date Threshold ($) Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 
                     
Michael T. Fries 03/19/2015 —
 —
 8,500,000
            
Liberty Global Class A 03/19/2015       32,576
 65,152
 97,728
     3,260,702
Liberty Global Class C 03/19/2015       65,152
 130,304
 195,456
     6,311,678
LiLAC Class A 03/19/2015       1,629
 3,257
 4,886
     163,005
LiLAC Class C 03/19/2015       3,258
 6,515
 9,773
     315,574
Liberty Global Class A 05/01/2015             157,121
 48.31 2,351,153
Liberty Global Class C 05/01/2015             316,802
 46.86 4,592,516
LiLAC Class A 05/01/2015             7,882
 45.52 117,946
LiLAC Class C 05/01/2015             16,078
 46.52 233,075
Charles H.R. Bracken 03/19/2015 —
 —
 2,500,000
            
Liberty Global Class A 03/19/2015       10,859
 21,718
 32,577
     1,086,934
Liberty Global Class C 03/19/2015       21,718
 43,436
 65,154
     2,103,957
LiLAC Class A 03/19/2015       543
 1,085
 1,628
 

   54,302
LiLAC Class C 03/19/2015       1,086
 2,171
 3,257
 

   105,159
Liberty Global Class A 05/01/2015             52,376
 48.31 579,175
Liberty Global Class C 05/01/2015             105,606
 46.86 1,131,235
LiLAC Class A 05/01/2015             2,627
 45.52 29,049
LiLAC Class C 05/01/2015             5,359
 46.52 57,405
Bernard G. Dvorak 03/19/2015 —
 —
 2,500,000
            
Liberty Global Class A 03/19/2015       10,859
 21,718
 32,577
     1,086,934
Liberty Global Class C 03/19/2015       21,718
 43,436
 65,154
     2,103,957
LiLAC Class A 03/19/2015       543
 1,085
 1,628
 

   54,302
LiLAC Class C 03/19/2015       1,086
 2,171
 3,257
 

   105,159
Liberty Global Class A 05/01/2015             52,376
 48.31 783,766
Liberty Global Class C 05/01/2015             105,606
 46.86 1,530,927
LiLAC Class A 05/01/2015             2,627
 45.52 39,311
LiLAC Class C 05/01/2015             5,359
 46.52 77,687
Diederik Karsten 03/19/2015 —
 —
 2,500,000
            
Liberty Global Class A 03/19/2015       10,859
 21,718
 32,577
     1,086,934
Liberty Global Class C 03/19/2015       21,718
 43,436
 65,154
     2,103,957
LiLAC Class A 03/19/2015       543
 1,085
 1,628
 

   54,302
LiLAC Class C 03/19/2015       1,086
 2,171
 3,257
 

   105,159
Liberty Global Class A 05/01/2015             52,376
 48.31 579,175
Liberty Global Class C 05/01/2015             105,606
 46.86 1,131,235
LiLAC Class A 05/01/2015             2,627
 45.52 29,049
LiLAC Class C 05/01/2015             5,359
 46.52 57,405
Balan Nair 03/19/2015 —
 —
 2,500,000
            
Liberty Global Class A 03/19/2015       10,859
 21,718
 32,577
     1,086,934
Liberty Global Class C 03/19/2015       21,718
 43,436
 65,154
     2,103,957
LiLAC Class A 03/19/2015       543
 1,085
 1,628
 

   54,302
LiLAC Class C 03/19/2015       1,086
 2,171
 3,257
 

   105,159
Liberty Global Class A 05/01/2015             52,376
 48.31 783,766
Liberty Global Class C 05/01/2015             105,606
 46.86 1,530,927
LiLAC Class A 05/01/2015             2,627
 45.52 39,311
LiLAC Class C 05/01/2015             5,359
 46.52 77,687


Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

The amounts reported for 20152021 in the Summary Compensation Table include salary, annual cash performance awards,bonuses, equity incentive grants, benefits and perquisites as more fully described in —Elements of Our Compensation Packages above.above and —Employment and Other Agreements below. The following discussion focuses on the annual cash performance bonus award component of 20152021 total compensation reflected in the Grants of Plan-Based Awards Table above. Additional information with respect to the other components of 20152021 compensation is provided in the notes to the Summary Compensation Table above. TheAlso discussed are vesting and forfeiture provisions applicable to the 2015 PSU2021 RSU awards are discussedgranted in —Elements of Our Compensation Packages—Equity Incentive Awards above.2021. For information on the effect of a termination or change in control on the 2015 PSU2021 RSU awards, see —Potential Payments uponUpon Termination or Change in Controlbelow.

The maximum achievable amount of the 20152021 annual cash performance bonus awards for each of our NEOs is shown in the Grants of Plan-Based Awards Table under the “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column. Because the compensation committee has discretion to pay no award, notwithstanding the achievement of the base performance objective, no “threshold” or minimum awardsamounts are reflected in the Grants of Plan-Based Awards Table. The amount each NEO actually earned of his 20152021 annual cash performance bonus award is reflected in the “Non-EquitySummary Compensation Table under “Stock Awards” column for the portion paid in ordinary shares and in the “Non-Equity Incentive Plan Compensation” column for the portion paid in cash. Participants in the 2021 Annual Bonus Program, including the NEOs, could elect all or a portion (in 25% increments) or none of their award paid in shares, with the remainder, if any, paid in cash. Additionally, the compensation committee approved payment of 2021 annual performance bonuses to our executive officers, including our NEOs, and certain other officers and key employees in the form of cash up to 100% of target value and any over-performance in ordinary shares of Liberty Global as more fully described in —Compensation Discussion and Analysis above.

Under the 2021 Annual Bonus Program, our NEOs who received a portion of their 2021 annual bonus payment in ordinary shares also received Liberty Global Class A and Liberty Global Class C RSUs equal to 12.5% of the Summary Compensation Table.gross number of shares earned under the 2021 Annual Bonus Program. The RSUs will vest on March 1, 2023, provided the NEO holds all of the shares issued in respect of the 2021 Annual Bonus Program through that period. The 2021 bonus award portion delivered in shares was valued using the closing prices of our Liberty Global Class A and Liberty Global Class C shares as of market close on March 14, 2022. The number of such shares were delivered on a 1:2 basis between our Liberty Global Class A and Liberty Global Class C shares.

Outstanding Equity Awards at Fiscal Year-End

The table below sets forth certain information concerning options, SARs and restricted shares or RSUs held by our NEOs at year end 2015.year-end 2021.

  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 ($)		  Equity
Incentive
Plan
Awards;
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#)		  Equity
Incentive
Plan Awards;
Market or
Payout Value
of Unearned
Shares, Units
or Other
  Rights That  
Have Not
Vested ($)		 
                         

Michael T. Fries

          

Liberty Global Class A

  42,988   0    29.45   5/1/2023   146,084   (2)   4,052,370   
  971,587   0    27.71   6/24/2023   143,867   (6)   3,990,871   
  201,746   0    32.37   5/1/2024      
  157,121   0    42.01   5/1/2025      
  211,882   0    32.81   5/1/2023      
  227,832   0    35.69   5/1/2024      
  257,352   36,765   (1)   29.88   5/1/2025      
  522,284   0   (2)   25.97   3/7/2029      
  246,956   148,175   (3)   24.90   4/1/2029      
  172,456   344,912   (4)   16.05   4/1/2030      

Liberty Global Class B

  0   0    0       

Liberty Global Class C

  42,788   0    29.05   5/1/2023   292,168    8,206,999   
  85,596   0    27.13   5/1/2023   287,734   (6)   8,082,448   
  967,468   0    27.34   6/24/2023      
  1,933,985   0    25.84   6/24/2023      
  401,446   0    30.81   5/1/2024      
  316,802   0    40.52   5/1/2025      
  423,764   0    31.65   5/1/2023      
  455,664   0    34.80   5/1/2024      
  514,704   73,530   (1)   28.94   5/1/2025      
  1,044,568   0   (2)   25.22   3/7/2029      
  493,913   296,349   (3)   24.15   4/1/2029      
  344,912   689,824   (4)   15.12   4/1/2030      
  0   5,378,211   (5)   25.68   4/13/2031      

Charles H.R. Bracken

          

Liberty Global Class A

  37,610   0    29.45   5/1/2023   38,955   (2)   1,080,612   
  170,684   0    27.71   6/24/2023   49,326   (6)   1,368,303   
  67,243   0    32.37   5/1/2024   42,033   (7)   1,165,995   
  52,376   0    42.01   5/1/2025      
  60,536   0    32.81   5/1/2023      
  166,666   0    37.45   2/21/2024      
  56,958   0    35.69   5/1/2024      
  68,627   9,804   (1)   29.88   5/1/2025      

  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 ($)		  Equity
Incentive
Plan
Awards;
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#)		  Equity
Incentive
Plan Awards;
Market or
Payout Value
of Unearned
Shares, Units
or Other
  Rights That  
Have Not
Vested ($)		 
                               
  139,275   0   (2)   25.97   3/7/2029      
  59,269   35,562   (3)   24.90   4/1/2029      
  0   118,256   (4)   16.05   4/1/2030      
  0   383,561   (5)   25.79   4/13/2031      

Liberty Global Class C

  74,888   0    27.13   5/1/2023   77,910   (2)   2,188,492   
  37,435   0    29.05   5/1/2023   98,651   (6)   2,771,107   
  169,960   0    27.34   6/24/2023   84,066   (7)   2,361,414   
  339,754   0    25.84   6/24/2023      
  133,804   0    30.81   5/1/2024      
  105,606   0    40.52   5/1/2025      
  121,072   0    31.65   5/1/2023      
  333,334   0    36.32   2/21/2024      
  113,916   0    34.80   5/1/2024      
  137,254   19,608   (1)   28.94   5/1/2025      
  278,550   0   (2)   25.22   3/7/2029      
  118,538   71,124   (3)   24.15   4/1/2029      
  0   236,511   (4)   15.12   4/1/2030      
  0   767,122   (5)   25.68   4/13/2031      

Bryan H. Hall

          

Liberty Global Class A

  45,660   0    29.45   5/1/2023   25,970   (2)   720,408   
  170,684   0    27.71   6/24/2023   32,884   (6)   912,202   
  53,794   0    32.37   5/1/2024   1,934   (8)   53,649   
  41,903   0    42.01   5/1/2025   28,022   (7)   777,330   
  48,430   0    32.81   5/1/2023      
  45,566   0    35.69   5/1/2024      
  45,751   6,536   (1)   29.88   5/1/2025      
  92,850   0   (2)   25.97   3/1/2029      
  39,513   23,708   (3)   24.90   4/1/2029      
  39,418   78,837   (4)   16.05   4/1/2030      
  0   255,707   (5)   25.79   4/13/2031      

Liberty Global Class C

  45,448   0    29.05   5/1/2023   51,940   (2)   1,458,995   
  90,917   0    27.13   5/1/2023   65,767   (6)   1,847,395   
  169,960   0    27.34   6/24/2023   3,868   (8)   108,652   
  339,754   0    25.84   6/24/2023   56,044   (7)   1,574,276   
  107,043   0    30.81   5/1/2024      
  84,490   0    40.52   5/1/2025      
  96,860   0    31.65   5/1/2023      
  91,132   0    34.80   5/1/2024      
  91,502   13,072   (1)   28.94   5/1/2025      
  185,700   0   (2)   25.22   3/7/2029      
  79,026   47,416   (3)   24.15   4/1/2029      
  78,836   157,674   (4)   15.12   4/1/2030      
  0   511,414   (5)   25.68   4/13/2031      

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Michael T. Fries                   
Liberty Global Class A 71,370
 —
  12.57
 5/1/2017 81,093
(6) 3,435,099
 65,152
(7) 2,759,839
  48,168
 —
  21.26
 5/1/2018 666,667
(8) 28,240,014
 —
  —
  39,902
 5,701
(1) 22.85
 5/1/2019          
  26,867
 16,121
(2) 33.87
 5/1/2020          
  75,654
 126,092
(3) 37.22
 5/1/2021          
  19,640
 137,481
(4) 48.31
 5/1/2022          
  —
 971,587
(5) 31.87
 6/24/2020          
Liberty Global Class B          666,667
(8) 27,100,014
 —
  —
Liberty Global Class C 71,036
 —
  12.46
 5/1/2017 162,185
(6) 6,612,282
 130,304
(7) 5,312,494
  142,107
 —
  12.35
 5/1/2017          
  47,962
 —
  21.09
 5/1/2018          
  95,916
 —
  20.24
 5/1/2018          
  39,725
 5,676
(1) 22.67
 5/1/2019          
  79,457
 11,351
(1) 21.97
 5/1/2019          
  53,497
 32,099
(2) 31.37
 5/1/2020          
  26,742
 16,046
(2) 33.59
 5/1/2020          
  150,542
 250,904
(3) 35.63
 5/1/2021          
  39,600
 277,202
(4) 46.86
 5/1/2022          
  —
 967,468
(5) 31.61
 6/24/2020          
  —
 1,933,985
(5) 29.88
 6/24/2020          

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
LiLAC Class A 3,568
 —
  11.84
 5/1/2017 4,054
(6) 167,714
 3,257
(7) 134,742
  2,408
 —
  20.03
 5/1/2018 33,333
(8) 1,378,986
 —
  —
  1,995
 285
(1) 21.53
 5/1/2019          
  1,343
 806
(2) 31.91
 5/1/2020          
  3,780
 6,302
(3) 35.06
 5/1/2021          
  985
 6,897
(4) 45.52
 5/1/2022          
  —
 48,582
(5) 30.02
 6/24/2020          
LiLAC Class B          33,333
(8) 1,332,653
 —
  —
LiLAC Class C 3,551
 —
  12.37
 5/1/2017 8,109
(6) 348,687
 6,515
(7) 280,145
  7,105
 —
  12.26
 5/1/2017          
  2,397
 —
  20.93
 5/1/2018          
  4,795
 —
  20.09
 5/1/2018          
  1,986
 284
(1) 22.51
 5/1/2019          
  3,972
 568
(1) 21.81
 5/1/2019          
  1,337
 803
(2) 33.35
 5/1/2020          
  2,674
 1,605
(2) 31.14
 5/1/2020          
  7,527
 12,545
(3) 35.37
 5/1/2021          
  2,009
 14,069
(4) 46.52
 5/1/2022          
  —
 48,343
(5) 31.37
 6/24/2020          
  —
 96,687
(5) 29.66
 6/24/2020          
                    
Charles H.R. Bracken                   
Liberty Global Class A 34,911
 4,988
(1) 22.85
 5/1/2019 27,031
(6) 1,145,033
 21,718
(7) 919,974
  23,506
 14,104
(2) 33.87
 5/1/2020          
  25,216
 42,027
(3) 37.22
 5/1/2021          
  6,547
 45,829
(4) 48.31
 5/1/2022          
  —
 170,684
(5) 31.87
 6/24/2020          
Liberty Global Class C 41,956
 —
  21.09
 5/1/2018 54,062
(6) 2,204,108
 43,436
(7) 1,770,886
  83,905
 —
  20.24
 5/1/2018          
  34,756
 4,966
(1) 22.67
 5/1/2019          
  69,519
 9,932
(1) 21.97
 5/1/2019          
  23,396
 14,039
(2) 33.59
 5/1/2020          
  46,805
 28,083
(2) 31.37
 5/1/2020          
  50,176
 83,628
(3) 35.63
 5/1/2021          
  13,200
 92,406
(4) 46.86
 5/1/2022          
  —
 169,960
(5) 31.61
 6/24/2020          
  —
 339,754
(5) 29.88
 6/24/2020          
LiLAC Class A 2,106
 —
  20.03
 5/1/2018 1,351
(6) 55,891
 1,085
(7) 44,886
  1,745
 250
(1) 21.53
 5/1/2019          
  1,175
 705
(2) 31.91
 5/1/2020          
  1,260
 2,100
(3) 35.06
 5/1/2021          
  328
 2,299
(4) 45.52
 5/1/2022          
  —
 8,531
(5) 30.02
 6/24/2020          
LiLAC Class C 2,097
 —
  20.93
 5/1/2018 2,703
(6) 116,229
 2,171
(7) 93,353
  4,194
 —
  20.09
 5/1/2018          

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  1,737
 249
(1) 22.51
 5/1/2019          
  3,475
 497
(1) 21.81
 5/1/2019          
  1,170
 702
(2) 33.35
 5/1/2020          
  2,340
 1,404
(2) 31.14
 5/1/2020          
  2,508
 4,182
(3) 35.37
 5/1/2021          
  669
 4,690
(4) 46.52
 5/1/2022          
  —
 8,492
(5) 31.37
 6/24/2020          
  —
 16,985
(5) 29.66
 6/24/2020          
                    
Bernard G. Dvorak                   
Liberty Global Class A 62,456
 —
  12.57
 5/1/2017 27,031
(6) 1,145,033
 21,718
(7) 919,974
  42,136
 —
  21.26
 5/1/2018          
  34,911
 4,988
(1) 22.85
 5/1/2019          
  23,506
 14,104
(2) 33.87
 5/1/2020          
  25,216
 42,027
(3) 37.22
 5/1/2021          
  6,547
 45,829
(4) 48.31
 5/1/2022          
  —
 170,684
(5) 31.87
 6/24/2020          
Liberty Global Class C 62,164
 —
  12.46
 5/1/2017 54,062
(6) 2,204,108
 43,436
(7) 1,770,886
  124,358
 —
  12.35
 5/1/2017          
  41,956
 —
  21.09
 5/1/2018          
  83,905
 —
  20.24
 5/1/2018          
  34,756
 4,966
(1) 22.67
 5/1/2019          
  69,519
 9,932
(1) 21.97
 5/1/2019          
  23,396
 14,039
(2) 33.59
 5/1/2020          
  46,805
 28,083
(2) 31.37
 5/1/2020          
  50,176
 83,628
(3) 35.63
 5/1/2021          
  13,200
 92,406
(4) 46.86
 5/1/2022          
  —
 169,960
(5) 31.61
 6/24/2020          
  —
 339,754
(5) 29.88
 6/24/2020          
LiLAC Class A 3,122
 —
  11.84
 5/1/2017 1,351
(6) 55,891
 1,085
(7) 44,886
  2,106
 —
  20.03
 5/1/2018          
  1,745
 250
(1) 21.53
 5/1/2019          
  1,175
 705
(2) 31.91
 5/1/2020          
  1,260
 2,100
(3) 35.06
 5/1/2021          
  328
 2,299
(4) 45.52
 5/1/2022          
  —
 8,531
(5) 30.02
 6/24/2020          
LiLAC Class C 3,108
 —
  12.37
 5/1/2017 2,703
(6) 116,229
 2,171
(7) 93,353
  6,217
 —
  12.26
 5/1/2017          
  2,097
 —
  20.93
 5/1/2018          
  4,194
 —
  20.09
 5/1/2018          
  1,737
 249
(1) 22.51
 5/1/2019          
  3,475
 497
(1) 21.81
 5/1/2019          
  1,170
 702
(2) 33.35
 5/1/2020          
  2,340
 1,404
(2) 31.14
 5/1/2020          
  2,508
 4,182
(3) 35.37
 5/1/2021          

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  669
 4,690
(4) 46.52
 5/1/2022          
  —
 8,492
(5) 31.37
 6/24/2020          
  —
 16,985
(5) 29.66
 6/24/2020          
Diederik Karsten               

   
Liberty Global Class A 8,138
 —
  7.64
 5/1/2016 27,031
(6) 1,145,033
 21,718
(7) 919,974
  7,302
 —
  6.74
 5/1/2016          
  19,510
 —
  12.57
 5/1/2017          
  42,136
 —
  21.26
 5/1/2018          
  34,911
 4,988
(1) 22.85
 5/1/2019          
  23,506
 14,104
(2) 33.87
 5/1/2020          
  25,216
 42,027
(3) 37.22
 5/1/2021          
  6,547
 45,829
(4) 48.31
 5/1/2022          
  —
 170,684
(5) 31.87
 6/24/2020          
Liberty Global Class C 8,101
 —
  7.58
 5/1/2016 54,062
(6) 2,204,108
 43,436
(7) 1,770,886
  16,202
 —
  7.55
 5/1/2016          
  7,270
 —
  6.69
 5/1/2016          
  14,538
 —
  6.61
 5/1/2016          
  19,418
 —
  12.46
 5/1/2017          
  38,847
 —
  12.35
 5/1/2017          
  41,956
 —
  21.09
 5/1/2018          
  83,905
 —
  20.24
 5/1/2018          
  34,756
 4,966
(1) 22.67
 5/1/2019          
  69,519
 9,932
(1) 21.97
 5/1/2019          
  23,396
 14,039
(2) 33.59
 5/1/2020          
  46,805
 28,083
(2) 31.37
 5/1/2020          
  50,176
 83,628
(3) 35.63
 5/1/2021          
  13,200
 92,406
(4) 46.86
 5/1/2022          
  —
 169,960
(5) 31.61
 6/24/2020          
  —
 339,754
(5) 29.88
 6/24/2020          
LiLAC Class A 406
 —
  7.19
 5/1/2016 1,351
(6) 55,891
 1,085
(7) 44,886
  365
 —
  6.35
 5/1/2016          
  975
 —
  11.84
 5/1/2017          
  2,106
 —
  20.03
 5/1/2018          
  1,745
 250
(1) 21.53
 5/1/2019          
  1,175
 705
(2) 31.91
 5/1/2020          
  1,260
 2,100
(3) 35.06
 5/1/2021          
  328
 2,299
(4) 45.52
 5/1/2022          
  —
 8,531
(5) 30.02
 6/24/2020          
LiLAC Class C 405
 —
  7.52
 5/1/2016 2,703
(6) 116,229
 2,171
(7) 93,353
  810
 —
  7.50
 5/1/2016          
  363
 —
  6.64
 5/1/2016          
  726
 —
  6.56
 5/1/2016          
  970
 —
  12.37
 5/1/2017          
  1,942
 —
  12.26
 5/1/2017          
  2,097
 —
  20.93
 5/1/2018          

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  4,194
 —
  20.09
 5/1/2018          
  1,737
 249
(1) 22.51
 5/1/2019          
  3,475
 497
(1) 21.81
 5/1/2019          
  1,170
 702
(2) 33.35
 5/1/2020          
  2,340
 1,404
(2) 31.14
 5/1/2020          
  2,508
 4,182
(3) 35.37
 5/1/2021          
  669
 4,690
(4) 46.52
 5/1/2022          
  —
 8,492
(5) 31.37
 6/24/2020          
  —
 16,985
(5) 29.66
 6/24/2020          
                    
Balan Nair                   
Liberty Global Class A 26,767
 —
  12.57
 5/1/2017 27,031
(6) 1,145,033
 21,718
(7) 919,974
  42,136
 —
  21.26
 5/1/2018          
  34,911
 4,988
(1) 22.85
 5/1/2019          
  23,506
 14,104
(2) 33.87
 5/1/2020          
  25,216
 42,027
(3) 37.22
 5/1/2021          
  6,547
 45,829
(4) 48.31
 5/1/2022          
  —
 170,684
(5) 31.87
 6/24/2020          
Liberty Global Class C 26,641
 —
  12.46
 5/1/2017 54,062
(6) 2,204,108
 43,436
(7) 1,770,886
  53,296
 —
  12.35
 5/1/2017          
  41,956
 —
  21.09
 5/1/2018          
  83,905
 —
  20.24
 5/1/2018          
  34,756
 4,966
(1) 22.67
 5/1/2019          
  69,519
 9,932
(1) 21.97
 5/1/2019          
  23,396
 14,039
(2) 33.59
 5/1/2020          
  46,805
 28,083
(2) 31.37
 5/1/2020          
  50,176
 83,628
(3) 35.63
 5/1/2021          
  13,200
 92,406
(4) 46.86
 5/1/2022          
  —
 169,960
(5) 31.61
 6/24/2020          
  —
 339,754
(5) 29.88
 6/24/2020          
LiLAC Class A 1,338
 —
  11.84
 5/1/2017 1,351
(6) 55,891
 1,085
(7) 44,886
  2,106
 —
  20.03
 5/1/2018          
  1,745
 250
(1) 21.53
 5/1/2019          
  1,175
 705
(2) 31.91
 5/1/2020          
  1,260
 2,100
(3) 35.06
 5/1/2021          
  328
 2,299
(4) 45.52
 5/1/2022          
  —
 8,531
(5) 30.02
 6/24/2020          
LiLAC Class C 1,332
 —
  12.37
 5/1/2017 2,703
(6) 116,229
 2,171
(7) 93,353
  2,664
 —
  12.26
 5/1/2017          
  2,097
 —
  20.93
 5/1/2018          
  4,194
 —
  20.09
 5/1/2018          
  1,737
 249
(1) 22.51
 5/1/2019          
  3,475
 497
(1) 21.81
 5/1/2019          
  1,170
 702
(2) 33.35
 5/1/2020          
  2,340
 1,404
(2) 31.14
 5/1/2020          
  2,508
 4,182
(3) 35.37
 5/1/2021          

  Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Option Exercise Price
($)
 Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)  Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
  669
 4,690
(4) 46.52
 5/1/2022          
  —
 8,492
(5) 31.37
 6/24/2020          
  —
 16,985
(5) 29.66
 6/24/2020          
_______________
  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 ($)		  Equity
Incentive
Plan
Awards;
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#)		  Equity
Incentive
Plan Awards;
Market or
Payout Value
of Unearned
Shares, Units
or Other
  Rights That  
Have Not
Vested ($)		 
                               

Enrique Rodriguez

          

Liberty Global Class A

  58,318   13,459   (9)   28.97   8/1/2025   32,463   (2)   900,524   
  116,063   0   (2)   25.97   3/7/2029      
  49,391   29,635   (3)   24.90   4/1/2029   41,105   (6)   1,140,253   
  49,273   98,546   (4)   16.05   4/1/2030   3,626   (8)   100,585   
  0   319,634   (5)   25.79   4/13/2031   35,027   (7)   971,649   

Liberty Global Class C

  116,637   26,917   (9)   27.81   8/1/2025   64,926   (2)   1,823,771   
  232,126   0   (2)   25.22   3/7/2029      
  98,782   59,270   (3)   24.15   4/1/2029   82,210   (6)   2,309,279   
  98,546   197,092   (4)   15.12   4/1/2030   7,252   (8)   203,709   
          
  0   639,268   (5)   25.68   4/13/2031   70,054   (7)   1,967,817   

Andrea Salvato

          

Liberty Global Class A

  13,444   0    29.45   5/1/2023   25,970   (2)   720,408   
  65,647   0    27.71   6/24/2023   32,884   (6)   912,202   
  23,535   0    32.37   5/1/2024   35,027   (7)   971,649   
  18,328   0    42.01   5/1/2025      
  30,272   0    32.81   5/1/2023      
  28,480   0    35.69   5/1/2024      
  45,751   6,536   (1)   29.88   5/1/2025      
  92,850   0   (2)   25.97   3/7/2029      
  39,513   23,708   (3)   24.90   4/1/2029      
  39,418   78,837   (4)   16.05   4/1/2030      
  0   319,634   (5)   25.79   4/13/2031      

Liberty Global Class C

  13,381   0    29.05   5/1/2023   51,940   (2)   1,458,995   
  26,769   0    27.13   5/1/2023   65,767   (6)   1,847,395   
  65,369   0    27.34   6/24/2023   70,054   (7)   1,967,817   
  130,674   0    25.84   6/24/2023      
  46,831   0    30.81   5/1/2024      
  36,955   0    40.52   5/1/2025      
  60,544   0    31.65   5/1/2023      
  56,960   0    34.80   5/1/2024      
  91,502   13,072   (1)   28.94   5/1/2025      
  185,700   0   (2)   25.22   3/7/2029      
  79,026   47,416   (3)   24.15   4/1/2029      
  78,836   157,674   (4)   15.12   4/1/2030      
  0   639,268   (5)   25.68   4/13/2031      

(1)

Vests in 2 equal remaining quarterly installments from February 1, 20162022 to May 1, 2016.2022.

(2)

Represents SARS or RSUs, as the case may be, vested pursuant to the 2019 Challenge Grant that was earned by each of our NEOs. These SARSs or RSUs vested in full on March 7, 2022.

(3)

Vests in 6 equal remaining quarterly installments from February 1, 20162022 to May 1, 2017.2023.

(4)
(3)

Vests in 102 equal remaining annual installments from May 1, 2022 to May 1, 2023.

(5)

Vests in 2 equal annual installments on each of May 1, 2023 and May 1, 2024.

(6)

Vests in 2 equal remaining annual installments from May 1, 2022 to May 1, 2023.

(7)

Vests in 3 equal remaining annual installments from May 1, 2022 to May 1, 2024.

(8)

Represents premium RSUs granted to the applicable officer for electing to receive their 2020 annual bonus in RSUs, which premium RSUs vested on March 1, 2022.

(9)

Vests in 3 equal remaining quarterly installments from February 1, 20162021 to MayAugust 1, 2018.2022.

(4)Vests in 14 equal remaining quarterly installments from February 1, 2016 to May 1, 2019.
(5)Represents the earned PSARs of the 2013 Challenge Awards, which will vest on June 24, 2016.
(6)
Represents the number of Liberty Global Class A, Liberty Global Class C, LiLAC Class A and LiLAC Class C shares underlying 2014 PSUs that were actually earned by each of our NEOs as determined by the compensation committee in February 2016. These awards were then converted to time-vested RSUs vesting in two equal installments on April 1, 2016 and October 1, 2016. See —Elements of Our Compensation Packages—Equity Incentive Awards—Decisions for 2014 PSUs above.
(7)Represents the target number of Liberty Global Class A, Liberty Global Class C, LiLAC Class A and LiLAC Class C shares underlying 2015 PSUs that may be earned by each of our NEOs. If earned, the 2015 PSUs will vest in two equal installments on April 1, 2017 and October1, 2017, respectively.
(8)Represents the number of Liberty Global Class A, Liberty Global Class B, LiLAC Class A and LiLAC Class B shares underlying the CEO Performance Award (as defined below) that was earned by our CEO as determined by the compensation committee in December 2014. These awards were then converted to time-vested RSUs vesting in three equal annual installments on March 15, 2015, 2016 and 2017.


OptionOption/SAR Exercises and Shares Vested

The table below sets forth certain information concerning each exercise of options or SARs by, and each vesting of restricted shares, or RSUs of,held by our named executive officers during the year ended December 31, 2015.

  Option Awards Stock Awards
Name Number of
Shares Acquired
on Exercise (#)		 Value Realized
on Exercise ($)(1)		 Number of
Shares Acquired
on Vesting (#)(2)		 Value Realized
on Vesting ($)(1)
            
Michael T. Fries           
Liberty Global Class A —
  —
  366,591

 18,899,927
Liberty Global Class B —
  —
  333,333

 18,126,649
Liberty Global Class C —
  —
  99,774
  4,531,236
LiLAC Class A —
  —
  831
  27,996
LiLAC Class C —
  —
  2,493
  85,360
            
Charles H.R. Bracken           
Liberty Global Class A 42,136
(3) 1,277,564
  19,401
  915,820
Liberty Global Class C —
  —
  58,204
  2,643,326
LiLAC Class A —
  —
  485
  16,340
LiLAC Class C —
  —
  1,455
  49,819
            
Bernard G. Dvorak           
Liberty Global Class A —
  —
  19,401

 915,820
Liberty Global Class C —
  —
  58,204
  2,643,326
LiLAC Class A —
  —
  485
  16,340
LiLAC Class C —
  —
  1,455
  49,819
            
Diederik Karsten           
Liberty Global Class A —
  —
  19,401
  915,820
Liberty Global Class C —
  —
  58,204
  2,643,326
LiLAC Class A —
  —
  485
  16,340
LiLAC Class C —
  —
  1,455
  49,819
            
Balan Nair           
Liberty Global Class A —
  —
  19,401

 915,820
Liberty Global Class C —
  —
  58,204

 2,643,326
LiLAC Class A —
  —
  485
  16,340
LiLAC Class C —
  —
  1,455
  49,819
_______________
2021.

  Option/SAR Awards  Stock Awards 

Name

 

Number of
Shares Acquired
on Exercise

(#)

  

Value
Realized
on Exercise
($)

  

Number of
Shares Acquired
on Vesting

(#)

  

Value
Realized
on Vesting
($)(1)

 
    

Michael T. Fries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

  0   0   215,527   5,862,294 

  Liberty Global Class B

  0   0   0   0 

  Liberty Global Class C

  0   0   431,054   11,711,707 

Charles H.R. Bracken

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

  0   0   59,124   1,605,944 

  Liberty Global Class C

  0   0   118,250   3,211,219 

Bryan H. Hall

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

  0   0   39,416   1,070,631 

  Liberty Global Class C

  0   0   78,833   2,140,803 

Enrique Rodriguez

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

  0   0   49,270   1,338,286 

  Liberty Global Class C

  0   0   98,541   2,675,998 

Andrea Salvato

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

  0   0   39,416   1,070,631 

  Liberty Global Class C

  0   0   78,833   2,140,803 

(1)

Value reflects the aggregate amount of awards for the applicable class of shares exercised orthat vested in 2015.2021.

(2)Includes shares withheld by us to pay the minimum withholding tax due upon vesting of the RSUs in 2015.
(3)Consists of Liberty Global Class A shares subject to SARs, which were exercised at the election of Mr. Bracken. The actual number of shares issued to Mr. Bracken upon exercise of these SARs, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes, was 13,127 Old Liberty Global Class A shares.

Deferred Compensation Plan
The

We have a Deferred Compensation Plan became effective with respectpursuant to compensation payable in 2009. Officerswhich officers of Liberty Global or its subsidiary LGI, who are also U.S. taxpayers, may participate in the Deferred Compensation Plan. Each designated participant may elect to defer all or any portion of his or her (1) annual cash performance award,bonus paid in cash, (2) annual salary up to limits specified by the compensation committee (currently 90%) and (3) award, if any, under a current or future multi-year performance award arrangement.


Initially cash

Cash compensation deferred under the Deferred Compensation Plan was credited with interest at the rate of 9%8.0% per year, compounded quarterly at the end of each calendar quarterdaily (the credited interest fund). In setting the interest rate, our compensation committee reviewedreviews data on the implied yields of our significant bank debt and outstanding bonds, as well as

credit market conditions. The compensation committee reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocable after the new rate is set. Commencing with compensation deferred in 2013, such rate is compounded daily in order to facilitate better administration on an online platform. The compensation committee made no modification to this rate in its 2015 annual review. Deferred equity awards will not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions. If the compensation committee approves the establishment of one or more phantom investment funds for purposes of the Deferred Compensation Plan, a participant may, but will not be obligated to, elect one or more of such phantom investment funds as the measurement fund for the purpose of calculating notional earnings, losses and other relevant amounts to be credited to or deducted from all or a portion of his or her deferred compensation instead of the credited interest fund.

The Deferred Compensation Plan provides our compensation committee with the discretion to terminate the Deferred Compensation Plan within 12 months of certain change-in-control events and distribute each participant’s account balance. Otherwise, the amount of compensation deferred will be distributed in a lump sum or in up to three installments upon the date or dates selected by the participant, or in up to five equal annual installments, or in a lump sum when the participant ceases to be an employeeexperiences a separation of our company.service with the employer. At the participant’s request, if the compensation committee determines that such participant has suffered a financial hardship, it may authorize immediate distribution of all or a portion of his or her account balance. The compensation committee has reserved the right to terminate the Deferred Compensation Plan at any time. Such an optional termination will not result in accelerated distributions.

Of our NEOs, only Mr. Fries, Mr. Dvorak

Messrs. Hall and Mr. NairRodriguez, each a U.S. taxpayer, have deferred compensation under the Deferred Compensation Plan. The table below sets forth certain information concerning the deferred compensation of these officers at year end 2015.

Name Executive Contribution in Last FY Aggregate Earnings in Last FY (1) Aggregate Withdrawals / Distributions Aggregate Balance at Last FYE 
           
Michael T. Fries $1,797,750
(2) $486,807
 $4,700,015
 $1,880,081
(3)
Bernard G. Dvorak $2,399,475
(4) $340,452
 $—
 $4,619,915
(5)
Balan Nair $1,226,000
(6) $238,806
 $604,515
 $2,421,069
(7)
_______________
2021.

Name

 

Executive
Contribution

in Last FY ($)

 

Aggregate Earnings
    in Last FY (1)($)    

  

Aggregate
Withdrawals /
    Distributions  ($)    

  Aggregate
Balance at
Last FYE ($)
      

Bryan H. Hall

  1,735,389  (2)  352,480   1,102,817   4,502,283  (3)

Enrique Rodriguez

  640,791  (4)  61,917   0   1,106,023  (5)

(1)

Of these amounts, the following were reported in the Summary Compensation Table as above-market earnings that were credited to the NEO’s account during 2015:2021:

Name Amount
   
Michael T. Fries $345,623
Bernard G. Dvorak $214,202
Balan Nair $151,837

Name

Amount ($)

Bryan H. Hall

240,379

Enrique Rodriguez

48,621

(2)Consists

None of Mr. Hall’s salary was contributed in 2015.2021. All amounts contributed were from Mr. Hall’s annual performance bonus award.

(3)Includes salary contributed in 2015.
(4)Includes salary of $560,475 and annual cash performance award of $1,839,000 contributed in 2015.
(5)

Includes salary contributed as follows: $450,575$784,500 in 2013; $493,8172018, $799,500 in 20142019 and $560,475$706,883 in 2015.2020. Also, includes annual cash performance awardsbonus award amounts of $570,180, $731,371 and $1,735,389 contributed in 2018, 2020 and 2021.

(4)

Represents salary of $640,791 contributed in 2021.

(5)

Includes salary contributed as follows: $792,000$386,270 in 20142020 and $1,839,000$640,791 in 2015.2021.

(6)Consists of annual cash performance award contributed in 2015.
(7)Includes salary of $139,338 contributed in 2013 and annual cash performance awards of $792,000 contributed in 2014 and $1,226,000 contributed in 2015.


Employment and Other Agreements
On April 30, 2014, we entered into the Fries Agreement with Mr. Fries to serve as our CEO.

We do not presently have employment agreements with Messrs. Dvorak or Nair or any of our other U.S.-based executive officers. As is customary in the U.K. and the Netherlands, we have employment agreements with each of Mr. Bracken and Mr. Karsten.

We have not otherwise adopted a severance policy covering our executive officers. Each of our NEOs also holds equity awards granted under the 2014 Incentive Plan and the 2005 Incentive Plan. These plans are described below under Incentive Plans.
Michael T. Fries
Introduction. In 2014, our board of directors and the compensation committee determined that it was in our company’s best interest to enter into an employment agreement with Mr. Fries to serve as our CEO, Mr. Bracken to serve as our chief financial officer, Mr. Hall to serve as our general counsel, Mr. Rodriguez to serve as our chief technology officer and Mr. Salvato to serve as our chief development officer. We have not adopted a severance policy covering our executive officers other than as specified in order to promote stability in management, secure his servicestheir employment agreements, if applicable.

Michael T. Fries

Introduction. On April 30, 2019, we entered into a new five-year term employment agreement (the Fries Agreement) with our CEO, the term of which ends on April 30, 2024, but will automatically renew for successive one-year terms until terminated by the long term, implement appropriate restrictive covenants and recognize his outstanding performance and our company’s success under his leadership.company or Mr. Fries was not previously subject toon 180 days’ notice. Mr. Fries has presided over

significant growth in our geographic scale, technology and product leadership, residential and B2B subscriber base, revenue, operating cash flow and market capitalization. Under his leadership, we have disposed of our businesses in six European countries at an employment agreement with us.

Although we are incorporatedaggregate enterprise value of $31.0 billion and received net cash proceeds of $16.0 billion in 2019, acquiring Sunrise Communications Group in 2020, and creating a joint venture between Virgin Media’s U.K. operations and Telefonica’s U.K. mobile operations, creating a fixed-mobile leader in the U.K., our ordinary shares are listed and traded on the NASDAQ Global Select Market, and in 2020. Mr. Fries is baseduniquely qualified to lead and provide continuity to our company with three decades of industry experience, an in-depth knowledge of our continuing operating businesses, a demonstrated ability to allocate capital prudently and in the best interests of shareholders and a track record of significant value creation in core markets.

As a resident of Denver, Colorado. Consequently, the compensation for Mr. Fries, andColorado, the terms of the Fries Agreement are based on U.S. customs and standards as we are competing with U.S. companies for senior management personnel based in the U.S. U.K. law requires that the compensation of our directors (including that of Mr. Fries who is a member of our board of directors), including historical compensation, whether awarded on terms subject to U.S. law or not, be consistent with a compensation policy approved by our shareholders. In accordance with these regulations,applicable U.K. law, our shareholders approved our director compensation policy at the annual general meeting held in 2014, including2021 and provided providing authority for the compensation payablecommittee to Mr. Fries pursuant torenew and amend the terms of the Fries Agreement. The directors’ compensation policy is set out in Appendix AAgreement.

Summary of the proxy statement for the 2014 annual general meeting, which is available at www.sec.gov or www.libertyglobal.com.

Summary of theFries Agreement. The Fries Agreement became effective on April 30, 2014 and has an initial five-year term ending on April 30, 2019. After the initial term, the Fries Agreement automatically renews for successive one-year terms unless either party provides at least 180 days written notice to the other party of its intention not to renew the term. Notwithstanding the foregoing, the Fries Agreement and Mr. Fries’ employment may be terminated by either party at any time during the initial five-year term or a renewal term.
Mr. Fries’ base salary which was $2.0is $2,563,000 million in 2014,and is subject to annual increase at the discretion of the compensation committee. Mr. Fries received a cash bonus of $5.0 million within ten days of signing the Fries Agreement.
Upon signing the Fries Agreement and as provided therein, Mr. Fries received an award of PSUs of 1,000,000 Old Liberty Global Class A shares and 1,000,000 Old Liberty Global Class B shares (the CEO Performance Award). The CEO Performance Award was subjectPursuant to the achievement of a performance condition measured in 2014 substantially similar to the performance condition established for the 2014 annual cash performance award program, except the performance period was for the nine-month period commencing on April 1, 2014. In December 2014, the compensation committee determined the performance condition had been met and the CEO Performance Award was converted to time-vested RSUs, which vest over a three-year service period. The CEO Performance Award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code.
Mr. Fries’ maximum annual cash performance award opportunity for 2014 of $8.0 million will increase by $500,000 each year, provided that no increase is required if the base performance objective applicable to Mr. Fries’ annual cash performance award is not achieved in the previous year. There is no guaranteed amount of the annual cash performance award. The actual amount paid to Mr. Fries will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by the compensation committee.
During the term of the Fries Agreement, Mr. Fries will participatewas entitled to an annual performance bonus award opportunity with a target amount of $15.5 million for 2021, which increases by $250,000 each year. The bonus award is not guaranteed and is dependent upon our company achieving the performance metrics in the year in question and Mr. Fries achieving his individual objectives established by the compensation committee, which may contain qualitative and quantitative goals. Mr. Fries may elect to receive his annual bonus payment in Liberty Global Class A, Class B and/or Class C shares in lieu of cash under the shareholding incentive program of our company’sannual performance bonus plan.

Mr. Fries participates in our equity compensation programs on the same basis as other executives of our company. Pursuant to these programs, Mr. Fries will beis entitled to receive grants of annual equity awards (the Annual Equity Awards)Awards). The Annual Equity Awards granted to Mr. Fries may be in the form of PSUs, SARs or other forms of equity as determined by the compensation committee, with the terms and conditions substantially the same as those for our other senior executive officers. TheIn 2021, the target value of thesethe Annual Equity Awards is intended to be based on$19.0 million, increasing by $1.5 million per year during the target value for similar awards granted in 2014, which had a target valueterm of $15,000,000 for Mr.the Fries and will be increased each year (beginning in 2016) by $2.5 million.Agreement. The compensation committee may, however, determine the actual target value


of Annual Equity Awards each year in its sole discretion and may reduce this amount subject to the terms of the Fries Agreement. In connection withWith respect to any shares to be vested, granted or deliverable pursuant to the PSUannual performance bonus award, our company’s annual equity award programs or other equity awards, granted to Mr. Fries in 2016, Mr. Fries waived anyhas the right he may have to a PSU award in 2017.
change the class of such ordinary shares to Liberty Global Class A or Liberty Global Class C shares on an equivalent value basis.

In addition to participating in U.S. employee benefit plans and arrangements sponsored by our company for the benefit of its senior executive group, Mr. Fries is entitled to use our company’s aircraft for up to 120 hours of personal use per year, in accordance with the terms of an aircraft time sharing agreement with our company. In addition, our company agreed to pay all reasonable legal fees and expenses incurred by Mr. Fries in connection with the negotiation and execution of the Fries Agreement.

Termination for Death or Disability. If Mr. Fries’ employment is terminated as a result of his death or disability (as defined in the Fries Agreement), Mr. Fries or his heirs, as applicable, will be entitled to receive: (1) Mr. Fries’his accrued but unpaid base salary through the date of termination;salary; (2) any annual cash performance bonus award for a completed year that was earned but not paid as of the date of termination;paid; (3) any accrued but unused vacation leave pay as of the date of termination;pay; (4) any accrued vested benefits under our company’s employee welfare and tax-qualified retirement plans, in accordance with the terms of those plans; and (5) reimbursement of any un-reimbursedbusiness expenses (Accrued Benefits)(Accrued Benefits).

In addition, (a) our company(1) we will pay Mr. Fries or his heirs, as applicable, an amount equal to a pro rata portion of the annual cash performance bonus award Mr. Fries would have received for the calendar year of his termination (the Pro-Rata Bonus) Bonus); (b)(2) any options, SARs orand other nonperformance based awards will fully vest, with options and SARs remaining exercisable until the earlier of three years from Mr. Fries’ termination or the original expiration of such award; (c)(3) if Mr. Fries’ termination is during a performance period with respect to any PSUs (or other performance based award)award that werewas granted as part of an Annual Equity Award, Mr. Fries will be entitled tovest in a pro-rata amount portion of such awards based on performance throughas provided in the end of the year of Mr. Fries’ terminationapplicable award agreement; and (d)

(4) Mr. Fries’ family may elect to continue to receive coverage under our company’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits with premiums paid or reimbursed by our company.

Termination for Cause or Resignation without Good Reason. If Mr. Fries is terminated for cause (as defined in the Fries Agreement) or resigns (other than for good reason (as defined in the Fries Agreement)), he will be entitled to receive the Accrued Benefits and Mr. Fries will not be entitled to any but no other amounts under the Fries AgreementAgreement.

Termination Without Cause or Resignation for Good Reason.

If Mr. Fries’ employment is involuntarily terminated by our companyus without cause, or if Mr. Fries voluntarily terminates his employment for good reason, Mr. Fries will be entitled to receive: (1) the Accrued Benefits; (2) an amount equal to the Pro-Rata Bonus, subject to achievement of the applicable performance metric; (3) an amount equal to one-twelfth (1/12) of the average annual base salary Mr. Fries was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by the applicable number of months in the Severance Period (as defined below), which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with our company’s normal payroll practices during such period;Period; and (4) an amount equal to one-twelfth (1/12) of the average annual cash performance bonus award paid to Mr. Fries for the immediately preceding two years (regardless when paid), multiplied by the number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with our company’s normal payroll practices during such period.Period. In addition, any options, SARs orand other nonperformance based awards will fully vest, with options and SARs remaining exercisable until the earlier of three years from Mr. Fries’ termination or the original expiration of such award, and other nonperformance based awards and the CEO Performance Award (to the extent the performance conditions are satisfied) shall be accelerated and settled in accordance with the terms of the applicable award agreement, and Mr. Fries and his family may elect to continue to receive coverage under our company’s group health benefits plan subject to the terms of such plan or receive COBRA continuation of the group health benefits previously provided to Mr. Fries and his family with premiums paid or reimbursed by our company. The “Severance Period” is a period of 24 months commencing on the termination of Mr. Fries’ employment.
If Mr. Fries’ employment is involuntarily terminated by our company without cause, or if

Mr. Fries voluntarily terminates his employment for good reason, Mr. Fries shallwill continue to earn each of the outstanding PSUs or other performance based awards that were granted as part of an Annual Equity Award, if and to the extent the performance metrics are satisfied, during the applicable performance period, based upon actual performance through the end of the applicable performance period, as certified by the compensation committee, as if Mr. Fries’ employment had not terminated. If the termination is prior to the grant date for all Annual Equity Awards that would have been granted during the initial term (or applicable renewal term) in which Mr. Fries’ termination took place, then our companywe shall pay to Mr. Fries additional amounts equal to the Applicable Percentage (as defined below) of the target value of the Annual Equity Awards that would have been made during such term, with lump sum cash payments being made in the first 90 days of the applicable grant years. The Applicable Percentage is the percentage of the Annual Equity Award value that is made in the form of PSUs (or other full value equity awards) and shall not be less than 50%.


If

Further, if Mr. Fries’ employment is involuntarily terminated by our company without cause or if Mr. Fries voluntarily terminates his employment for good reason and the termination is prior to the grant date for all Annual Equity Awards that would have been granted during the initial term (or applicable renewal term) in which Mr. Fries’ termination took place, then in respect of options, SARs or other share-based appreciation awards (other than PSUs or other full value equity awards, the treatment of which under these circumstances is described above)awards) that would have been granted (the Ungranted Appreciation Awards)Awards), our companywe will be obligated to pay to Mr. Fries, on each date such awards that would have vested and based on certain assumptions included in the Fries Agreement (including, taking into account the Applicable Percentage as described above), a lump sum cash amount equal to (1) the number of shares underlying the Ungranted Appreciation Awards that would have vested on the applicable vesting date, multiplied by (2) the excess of the closing share price on the applicable assumed vesting date over the closing share price on the assumed grant date.

If Mr. Fries remains employed by our company (or our successor) for 12six months following a change in control (as defined in the Fries Agreement), or is involuntarily terminated by our company without cause or voluntarily terminates for good reason prior to such time, then the outstanding PSUs (for which the performance period has not expired) and the unvested SARs and RSUs will become fully vested as of the first anniversary of the change in control (or earlier date of termination or resignation), with outstanding PSUs deemed to be earned at the maximum level.vest. If Mr. Fries’ employment is involuntarily terminated by our companyus without cause or if Mr. Fries voluntarily terminates his employment for good reason, either of which occurs within 13 months following a change in control, then Mr. Fries shall be treated as if his employment was terminated without cause or for good reason except that the Severance Period shall be the lesser of: (1) 36 months; or (2) the number of full calendar months remaining until the expiration of the initial term (or applicable renewal term) of the Fries Agreement in which Mr. Fries’ termination took place; provided thatplace, but in no event shall the Severance Period be less than 24 months.

Pursuant to the Fries Agreement, Mr. Fries is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference,non-interference, non-competition and confidentiality, during the term of the Fries Agreement and, depending on the circumstances of termination, for a period of up to two years thereafter.

Mr. Fries has agreed to waive any rights he would have under any agreement to a gross-up for any taxes associated with a parachute payment.

Charles H.R. Bracken. OnOur Executive Vice President and Chief Financial Officer, Mr. Bracken, entered into his Executive Service Agreement on December 15, 2004 we entered into an Executive Service Agreement with Mr. Bracken in connection with his continued appointment as Co-Chiefby one of our predecessor companies. He has been Chief Financial Officer of UGC. In 2005, Mr. Bracken became our since 2017 and was Co-Chief Financial Officer (principal financial officer). before that since 2005.

The Executive Service Agreement has an indefinite term and may be terminated by either party upon six months’ notice or by us at any time upon shorter notice. Mr. Bracken will be entitled to his salary and benefits for any unexpired portion of the six months’ notice period at the date his employment terminates. His equity awards will also continue to vest during such six-month notice period. Mr. Bracken’s employment may also be terminated immediately upon notice for cause. If we terminate Mr. Bracken’s employment other than for cause or disability, Mr. Bracken will also be entitled to a lump sum severance payment equivalent to his base salary and benefits for six months, subject to his signing a release.months. In the event Mr. Bracken becomes disabled and the disability continues for a specified period, we may reduce future payments under the Executive Service Agreement to the amount reimbursed by its disability insurer for the duration of Mr. Bracken’s disability or, under certain circumstances, terminate his employment as described above.

Mr. Bracken’s salary, which was £683,000is £903,000 for 2015,2022, is subject to annual review and, in the discretion of our compensation committee, upward adjustment. The benefits to which he is entitled pursuant to the Executive Service Agreement includeMr. Bracken also receives an auto allowance and participationmay participate in the Liberty Global Group Pension Plan for U.K. employees and group life assurance, permanent ill health insurance (equivalent to disability insurance) and medical and dental insurance schemes. In addition, the Executive Service Agreement provides for Mr. Bracken tomust also be made whole for any non-U.K. tax liability he may incur with respect to his salary and other amounts due him and for any additional U.K. tax or social security cost he may incurincurs with respect to business expenses or reimbursement paid by us for work performed by him outside the U.K.

The Executive Service Agreement includes restrictions on Mr. Bracken’s (1) use or disclosure of trade secrets for so long as they are trade secrets, (2) use or disclosure of confidential or proprietary information during the term of his employment and for two years after termination of his employment and (3) competition with and solicitation of executives or certain employees of Liberty Global, or any subsidiary of Liberty Global or its parent entities, for a period of six months after termination of his employment.

Diederik Karsten. Effective

Bryan H. Hall. Mr. Hall has been our Executive Vice President and General Counsel since January 1, 2011, LG BV2012. We entered into an Employment Agreement with him on May 21, 2020 (the Hall Agreement). The term is indefinite, but either party may provide at least 30 days’ prior written notice to the other party of their respective intention to terminate Mr. KarstenHall’s employment. Under the Hall Agreement, Mr. Hall’s base salary, which is $1,151,000 for 2022, is subject to annual increase at the discretion of the compensation committee.

Mr. Hall is eligible to earn an annual bonus each year, which bonus is reviewed annually and may be adjusted by the compensation committee. There is no guaranteed bonus amount. The actual amount paid will depend on achieving certain qualitative and quantitative performance objectives, as determined by the compensation committee. Mr. Hall also receives an annual automobile allowance of $15,000, subject to adjustment in line with the policy for equivalent level executives.

If Mr. Hall’s employment is terminated by us without cause, by him for good reason (as defined in the Hall Agreement), or by his death or disability (as defined in the Hall Agreement), Mr. Hall or his heirs, as applicable, will be entitled to receive: (1) his accrued but unpaid base salary, automobile allowance, and unused vacation pay; (2) any vested benefits under our company’s employee welfare and tax-qualified retirement plans in accordance with the terms of those plans; and (3) reimbursement of business expenses (collectively Hall Accrued Benefits). In

addition, we will pay him (1) an amount equal to the prorated portion of any annual bonus he would have received for the calendar year of his termination, provided he was employed for at least nine months of such year (such nine month provision does not, however, apply in the case of death); (2) a severance equal to one times his annual base salary in substantially equal payments over the 12-month period commencing on the 60th day following the date of termination; provided, however, such severance amount shall be reduced by the amount of disability benefits he receives pursuant to any employee benefit plans maintained by our company at the time of disability; and (3) except in the case of death, he and his family will continue to receive coverage under our company’s health benefits with premiums paid or reimbursed by our company for a period of up to one year. Furthermore, any unvested equity awards previously granted to Mr. Hall that are scheduled to vest within six months after his termination, will continue to vest through such six-month period, unless he would receive more favorable treatment under the terms of a grant award agreement and except for termination in the case of death.

If Mr. Hall is terminated for cause (as defined in the Hall Agreement) or resigns (other than for good reason), he will be entitled to receive the Hall Accrued Benefits but no other amounts under the Hall Agreement.

Mr. Hall is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the Hall Agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.

Enrique Rodriguez. In 2018, we entered into an employment agreement with Mr. Rodriguez in connection with his appointment as Managing Director, European Broadband Operations of LG BV. Since that date, LG BV


and Mr. Karsten have amended the Employment Agreement to reflect changes to his position, including his current position ofour Executive Vice President and Chief Commercial Officer.Technology Officer (the Rodriguez Agreement). The EmploymentRodriguez Agreement provides for an indefinite term, which continues until we provide at least 30 days’, or Mr. Rodriguez provides at least 90 days’, prior written notice to the other party of their respective intention to terminate his employment with our company. Under the Rodriguez Agreement, Mr. Rodriguez’s base salary, which is $1,101,000 for 2022, is subject to annual increase at the discretion of the compensation committee.

Mr. Rodriguez is eligible to earn an annual bonus each year, which bonus is reviewed annually and may be adjusted by the compensation committee. There is no guaranteed bonus amount. The actual amount paid will depend on achieving certain qualitative and quantitative performance objectives, as determined each year by the compensation committee.

Mr. Rodriguez may participate in our equity compensation programs on the same basis as other executives of our company, with the target equity value subject to annual adjustment as determined by the compensation committee.

If Mr. Rodriguez’s employment is terminated by us without cause, by him for good reason (as defined in the Rodriguez Agreement), or his death or disability (as defined in the Rodriguez Agreement), Mr. Rodriguez or his heirs, as applicable, will be entitled to receive: (i) his accrued but unpaid base salary and unused vacation pay through the date of termination; (ii) any accrued vested benefits under our company’s employee welfare and tax-qualified retirement plans in accordance with the terms of those plans; and (iii) reimbursement of business expenses (collectively Rodriguez Accrued Benefits). In addition, we will pay him (a) an amount equal to the prorated portion of any annual bonus he would have received for the calendar year of his termination, provided he was employed for at least nine months of such year (such nine month provision does not, however, apply in the case of death); (b) a severance equal to one times his annual base salary in substantially equal payments over the 12-month period commencing on the 60th day following the date of termination; provided, however, such severance amount shall be reduced by the amount of disability benefits he receives pursuant to any employee benefit plans maintained by our company at the time of disability; and (c) except in the case of death, he and his family will continue to receive coverage under our company’s health benefits with premiums paid or reimbursed by our company for a period of up to one year.

If Mr. Rodriguez is terminated for cause (as defined in the Rodriguez Agreement) or resigns (other than for good reason), he will be entitled to receive Rodriguez Accrued Benefits but no other amounts under the Rodriguez Agreement.

Pursuant to the Agreement, Mr. Rodriguez is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the Rodriguez Agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.

Andrea Salvato. Mr. Salvato has been our Senior Vice President and Chief Development Officer since 2012. We entered into an Executive Service Agreement with him on May 5, 2005 with one of our predecessor companies.

The Executive Service Agreement has an indefinite term and may be terminated by LG BVeither party upon six months’ notice or by Mr. Karstenus at any time upon three months’shorter notice. Mr. KarstenSalvato will be entitled to his salary and benefits for the durationany unexpired portion of the six months’ notice period. In addition, Mr. Karsten’speriod at the date his employment terminates. His equity awards will also continue to vest during the applicablesuch six-month notice period. Mr. Karsten’sSalvato’s employment may also be terminated immediately upon notice for cause. If we terminate Mr. Salvato’s employment other than for cause or disability, Mr. Salvato will also be entitled to a lump sum severance payment equivalent to his base salary and benefits for six months, subject to his signing a release. In the event Mr. KarstenSalvato becomes disabled and the disability continues overfor a year, LG BVspecified period, we may reduce future payments under the EmploymentExecutive Service Agreement toby the amount reimbursed by its disability insurer for the duration of Mr. Karsten’sSalvato’s disability or, under certain circumstances, terminate his employment as described above.

Mr. Karsten’sSalvato’s salary, under the Employment Agreement, which was €807,000is £744,000 for 2015,2022, is subject to annual review and, in the discretion of our compensation committee, upward adjustment. The benefits to which he is entitled pursuant to the Employment Agreement include use ofMr. Salvato also receives an automobile, participationauto allowance and may participate in the Dutch Liberty Global Group Pension Plan for NetherlandsU.K. employees and group life assurance, permanent ill health insurance (equivalent to disability insurance, travel and accident insuranceinsurance) and medical and dental insurance schemes. Mr. Salvato must be made whole for any non-U.K. tax liability he incurs with respect to his salary and other amounts due him and for any additional U.K. tax or social security cost he may incur with respect to business expenses or reimbursement paid by us for work performed by him outside the U.K.

The EmploymentExecutive Service Agreement includes restrictions similar to those describedon Mr. Salvato’s (1) use or disclosure of trade secrets for Mr. Bracken above.

Aircraft Policy
Our policyso long as they are trade secrets, (2) use or disclosure of confidential or proprietary information during the term of his employment and for the personal usetwo years after termination of our aircraft by membershis employment and (3) competition with and solicitation of our board, our CEOexecutives or certain employees of Liberty Global and such other officers as may be approved by our CEO was originally adopted by our board in 2005, amended in 2009 and amended and restated in 2013. The policy allows non-employee directors to use our aircraft for personal flights, subject to availability, without charge. The policy requires each user who is an officer to lease the corporate aircraft for personal use pursuant to an aircraft time sharing agreement and to pay us an amount equal to the aggregate incremental cost of each flight up to certain limits established under the U.S. Federal Aviation Administration rules. Incremental costs may include fuel, oil, lubricants and other additives, hangar and tie down costs away from aircraft home airport, travel expenses for crew, landing and parking fees, customs and immigration fees, insurance obtainedits subsidiaries for a specific flight, in-flight food and beverage services, ground transportation, de-icing fees and flight planning and weather contract services. With approval, family members or guests may join an executive or senior officer or director on a business flight without charge for these additional passengers. Also, on limited occasions, we have allowed a business-related flight to land at an airport other than its destination to drop off or pick up a passenger for personal convenience without requiring reimbursementperiod of our incremental cost.
Pursuant to the terms of the Fries Agreement, Mr. Fries is allowed 120 annual flight hours for personal use of our aircraft. This compensation arrangement is in lieu of and not in addition to his rights under our aircraft policy. In February 2010, our compensation committee authorized personal use of our aircraft by our chairman Mr. Malone for up to 200 flight hours per year as partsix months after termination of his compensation for his services to us. Such authorization is subject to modification by our compensation committee from time to time and will terminate when Mr. Malone ceases to be a director.
For U.S. tax reporting purposes, when family members or guests of a director or executive or senior officer travel on business flights, the value of such personal use, determined using a method based on SIFL rates as published by the IRS, is imputed as income to such director or executive or senior officer. For tax reporting purposes in Europe, when family members or guests of an executive or senior officer travel on business flights, the value of such personal use, determined based on the cost of a commercial ticket, is imputed as income to such executive or senior officer. A director or executive or senior officer will also have imputed income based on SIFL rates (in the case of U.S. taxpayers) or the cost of the flight (in the case of European taxpayers) for a personal flight, less any amounts reimbursed to us. In accordance with applicable tax rules and regulations, such imputed income is included in taxable income for the applicable director or executive or senior officer.
Notwithstanding the policy, we and our flight crew retain the authority to determine when a flight may be cancelled or changed for safety or maintenance reasons.
employment.

Potential Payments upon Termination or Change in Control

The Termination of Employment Table and the Change in Control Table set forth below reflect the potential payments to our NEOs in connection with termination of their employment or a change in control of Liberty Global as of December 31, 2015.2021. The Termination of Employment Table assumes that a change in control has not occurred. The Change in Control Table assumes that a change in control has occurred.occurred as of December 31, 2021. Certain of our plans and agreements provide benefits upon the occurrence of a change in control without regard to whether employment is terminated, whereas others have a “double trigger” requiring employment to be terminated for benefits to be realized. These are separately reflected in the Change in Control Table.


The amounts provided in the tables are based on the assumptions stated below. The actual amounts may be different at the time of termination or change in control, as the case may be, due to various factors. In addition, we may enter into new arrangements or modify these arrangements from time to time.

The amounts in the tables for unvested SARs that vest on an accelerated basis or continue to vest are based on the spread between the base price of the award and the applicable closing market price on December 31, 2015.2021. Restricted shares or units and PSUsRSUs that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on December 31, 2015.2021. On December 31, 2015,2021, the closing market price for each class of our ordinary shares was as follows:

▪Liberty Global Class A $42.36
▪Liberty Global Class B $40.65
▪Liberty Global Class C $40.77
▪LiLAC Class A $41.37
▪LiLAC Class B $39.98
▪LiLAC Class C $43.00


Liberty Global Class A $27.74

Liberty Global Class B $28.16

Liberty Global Class C $28.09

The amounts for Messrs. Bracken and KarstenSalvato assume they receive a lump sum payment in cash of salary and benefits instead of six months’ notice of termination under their employment agreements. Also, to the extent compensation to these executive officers is paid in British pounds, or euros, it has been converted to U.S. dollars based upon the average exchange rate in effect during 2015.2021.

Under the 2014 PSUs, the effect of termination of employment or a change-in-control varies depending on whether it occurs during the performance period or during the service period. Because no termination of employment or change-in-control occurred on December 31, 2015, the last day of the performance period, the information in the tables assumes that the event triggering potential accelerated vesting of the 2014 PSUs occurred during the service period and the benefits were calculated based on the participant’s actual earned 2014 PSUs, which were converted to time-vested RSUs.

Under the Fries Agreement,, the effect of termination of employment upon a change-in-control varies depending on whether it occurs during the performance period or during the service period of a PSU. Because no change-in-control occurred on December 31, 2015, the last day of the performance period in the 2014 PSUs, the information in the tables assumes that such event occurred during the service period of the 2014 PSUs and the benefits were calculated based on Mr. Fries’ actual earned 2014 PSUs, which were converted to time-vested RSUs.
The 2013 Challenge Awards provide that if the compensation committee does not exercise its discretion to reduce a 2013 Challenge Award, the grantee is assumed to have met the minimum performance levels. Because the compensation committee did not exercise such discretion and no termination of employment or change-in-control occurred on December 31, 2015, the last day of the performance period for the 2013 Challenge Awards, the benefits under the 2013 Challenge Awards were calculated based on the participant’s full 2013 Challenge Awards and that the event triggering potential accelerated vesting occurred during the service period.
Under the Fries Agreement, if a termination of employment occurs without cause or by Mr. Fries for good reason, he will also receive an amount equal to the Applicable Percentage and the value of the Ungranted Appreciation Awards. For purposes ofIn 2021, the tables, these amounts are based on the following:target annual grant value increased by $1.5 million to $19 million.

▪beginning in 2016, the target annual grant value increases by $2.5 million each year from the 2014 target annual compensation for Mr. Fries;
▪two-thirds of such target annual grant value are treated as PSUs; and
▪one-third of such target annual grant value is treated as if the spread between the closing market prices of the underlying shares over the grant date value of the Ungranted Appreciation Awards over the vesting period equaled such amount.

As of December 31, 2015,2021, each of our NEOs had, under the 2005 Incentive Plan, unvested SARs and unvested 2013 Challenge Awards and, under the 2014 Incentive Plan, unvested SARs and unvested PSURSU awards. Mr. Fries also had an unvested CEO Performance Award that had been earned and converted into time-vested RSUs under the 2014 Incentive Plan. The


termination provisions of the employment agreements of Messrs. Fries, Bracken, Hall, Rodriguez and KarstenSalvato are described under —Employment and Other Agreements above. The 20052014 Incentive Plan is described together with our other current equity incentive plans, under Incentive Plans below. The relevant provisions of the awards of 2015 PSUs granted under the 2014 Incentive Plan are described under —Elementsof Our Compensation Packages—Equity Incentive Awards—2015 Equity Incentive Awards above and the relevant provision of the awards of the 2014 PSUs granted under the 2014 Incentive Plan are described under —Elementsof Our Compensation Packages—Equity Incentive Awards—Decisions for 2014 PSUs above. In addition to such descriptions, additional information on the termination and/or change-in-control provisions of these plans and agreements is provided below.

Termination of Employment

The availability of benefits under our plans or agreementsbenefits varies with the reason employment terminates as described below. For periods commencing after the entry into the Fries Agreement in April 2014, the availability of benefits for Mr. Fries varies with the reason employment terminates as provided in the Fries Agreement. See —Employment and Other Agreements above.

Voluntary Termination. The executive would retain his vested equity grants under the incentive plans, which must be exercised within the period following termination prescribed by the applicable plan. There would be no other payments or benefits.

Retirement. No benefits are payable to any of our NEOs in the event of retirement; however, under the 2014 Incentive Plan a person who retires with a combined age and years of service of 70 or greater will vest an additional year of unvested SARs and RSUs granted under this plan from the date of termination. Mr.retirement. Messrs. Bracken and Fries Mr. Dvorak and Mr. Karsten wouldeach meet this requirement and suchrequirement. Such benefit is reflected in the “Retirement” column in the Termination of Employment Table below.

Termination for Cause. The executive would not receive any payment or benefit and typically would forfeit all unexercised equity awards, whether or not vested; provided, however, Mr. Fries would still receive his annual cash performance bonus award for a prior completed year not yet paid. The definition of “cause” varies among the plans and agreements, but generally includes (1) insubordination, dishonesty, incompetence or other misconduct, (2) failure to perform duties and (3) a felony conviction for fraud, embezzlement or other illegal conduct. For purposes of such a termination within 12 months offollowing a change-in-control event, in the case of the 2005 Incentive Plan, the 2013 Challenge Awards, and in the case of the 2014 Incentive Plan, the 2014 PSUs and the 2015 PSUs,2020 RSUs, “cause” is defined to mean only a felony conviction for fraud, embezzlement or other illegal conduct. For purposes of such a termination within 13 months of a change-in-control event, in the case of the CEO Performance Award, “cause” is defined to mean only a felony conviction or other illegal conduct.

Termination Without Cause. Certain of the employment agreements provide for benefits in the case of termination by our company not forwithout cause. See —Employment and Other Agreements above. Under the 2005 Incentive Plan and the 2014 Incentive Plan, the employee would be entitled to accelerated vesting of a pro rata portion of that amount of each award that would have vested on the next vesting date, based on the number of full months of the current vesting period that employment continued prior to termination. For the benefits payable under the applicable employment agreement and the value of the prorated vesting of awards, if any, see the “By Company Without Cause” column in the Termination of Employment Table below.

Death. In the event of death, the equity incentive plans provide2014 Incentive Plan provides for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share or RSU awards. In addition, under the Fries Agreement, the CEO Performance Award will vest in full. The 2014 PSUs provide that, in the event of termination of employment due to death during the service period and prior to a change in control, the unvested portion of the grantee’s award will vest and the underlying ordinary shares will be issued as of the originally scheduled vesting dates. The 2015 PSUs provide that, in the event of termination of employment due to death during the performance period and prior to a change in control, the prorated portion of the grantee’s target 2015 PSUs, based on the portion of the performance period completed prior to the date of death, will vest and the underlying ordinary shares will be issued no later than March 15 of the calendar year immediately following the date of death. The 2013 Challenge Awards provide that if termination of employment due to death occurs during the service period, the earned awards will vest in full and become immediately exercisable. The value of all these benefits is in the “Death/Disability” column in the Termination of Employment Table. No amounts are shown for payments pursuant to life insurance policies, which we make available to all our salaried employees.

Disability. In the event of termination of employment due to disability, the equity incentive plans provide for vesting in full of any outstanding options or SARs and the lapse of restrictions on any restricted share or RSU awards. In addition, the


Fries Agreement provides that the CEO Performance Award will vest in full. The 2014 PSUs provide that if termination of employment due to disability occurs during the service period, the unvested portion of the grantee’s 2014 PSUs will vest and the underlying ordinary shares will be issued as of the originally scheduled vesting dates. The 2015 PSUs provide that, if termination of employment due to disability occurs after June 30, 2015 but prior to January 1, 2016, and prior to a change-in-control event, the prorated portion of the grantee’s 2015 PSUs that would have been earned if the performance period had ended on December 31, 2015, will vest and the underlying ordinary shares will be issued no later than March 15, 2016. The 2013 Challenge Awards provide that if termination of employment due to disability occurs during the service period, the earned awards will vest in full and become immediately exercisable. The value of all these benefits is in the “Death/Disability” column in the Termination of Employment Table. For this purpose, the amounts set forth in the table below assume that 100% of the target 2015 PSUs would have been earned prorated as stated above. No amounts are shown for payments pursuant to short-term and long-term disability policies, which we make available to all our employees. For purposes of the 2005 Incentive Plan, the 2013 Challenge Awards, the 2014 Incentive Plan the 2014 PSUs, the 2015 PSU’s and the CEO Performance Award, “disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable condition whichthat has lasted or can be expected to last for a continuous period of at least 12 months or can be expected to result in death.

Resignation for Good Reason. The employment agreements for Messrs. Fries, Agreement providesHall and Rodriguez provide for benefits in the case of resignation by Mr. Fries for good reason. See —Employment and Other Agreements above. Otherwise, no payment or benefit is required upon resignation by an executive for good reason absent a change in control. The benefits payable under the Fries Agreement, Hall Agreement and Rodriguez Agreement for good reason resignations are the same as the benefits payable upon a termination by our company without cause. See the “By Company Without Cause” column in the Termination of Employment Table below.


Termination of Employment

Name

  

By Company

Without Cause

  Death or Disability  Retirement
           

Michael T. Fries

    

    Options/SARs Accelerated

  $31,451,312  $31,451,312  $7,548,473 

    2019 Challenge PRSUs

   12,259,369   12,259,369   0 

    2020 RSUs

   12,073,319   12,073,319   6,036,617 

    2021 VIP

   1,900,000   1,900,000   633,333 

    Severance Payment

   53,564,990   53,564,990   0 

    Benefits (1)

   110,124   110,124   0 
  

 

 

  

 

 

  

 

 

 

        Total

  $      111,359,114  $  111,359,114  $      14,218,423 
  

 

 

  

 

 

  

 

 

 

Charles H.R. Bracken

    

    Options/SARs Accelerated

  $2,136,131  $8,473,848  $2,479,112 

    2019 Challenge PRSUs

   0   3,269,104   0 

    2020 RSUs

   1,379,803   4,139,410   2,069,663 

    2021 RSUs

   858,018   3,527,409   1,175,803 

    2021 VIP

   200,000   200,000   200,000 

    Salary

   605,831   0   0 

    Severance Payment

   605,831   0   0 

    Benefits (2)

   71,259   0   0 
  

 

 

  

 

 

  

 

 

 

        Total

  $5,856,873  $19,609,771  $5,924,578 
  

 

 

  

 

 

  

 

 

 

Bryan H. Hall

    

    Options/SARs Accelerated

  $2,145,077  $5,649,226  $0 

    2019 Challenge PRSUs

   0   2,179,402   0 

    2020 RSUs

   1,379,799   2,759,597   0 

    2021 RSUs

   783,869   2,351,606   0 

    2021 SHIP Premium

   162,301   162,301   0 

    2021 VIP

   133,333   133,333   0 

    Severance Payment

   4,110,537   4,110,537   0 

    Benefits (3)

   36,174   36,174   0 
  

 

 

  

 

 

  

 

 

 

        Total

  $8,751,090  $17,382,176  $0 
  

 

 

  

 

 

  

 

 

 

Name By Company
Without Cause		 Death/Disability Retirement
Michael T. Fries      
Options/SARs Accelerated $2,951,800
 $2,951,800
  $90,921
2014 PSUs 10,563,783
 10,563,783
(1) —
2015 PSUs 8,487,220
 4,243,610
  —
2013 Challenge Award 42,518,264
 42,518,264
(1) —
CEO Performance Award 58,051,667
 58,051,667
  —
Severance Payment 22,775,462
 6,991,000
  —
Applicable Percentage (ungranted PSUs) 40,000,000
 —
  —
Ungranted Appreciation Awards 20,000,000
 —
  —
Benefits (2) 36,064
 36,064
  —
Total $205,384,260
 $125,356,188
  $90,921
        
Charles H.R. Bracken       
Options/SARs Accelerated $117,391
 $1,600,160
  $—
2014 PSUs —
 3,521,261
(1) —
2015 PSUs —
 1,414,550
  —
2013 Challenge Award —
 7,469,399
(1) —
Salary 521,764
 —
  —
Severance Payment 521,764
 —
  —
Continued Vesting of Awards 586,873
 —
  —
Benefits (3) 70,608
 —
  —
Total $1,818,400
 $14,005,370
  $—
        
Bernard G. Dvorak       
Options/SARs Accelerated $117,391
 $1,600,160
  $30,272
2014 PSUs —
 3,521,261
(1) —
2015 PSUs —
 1,414,550
  —
2013 Challenge Award —
 7,469,399
(1) —
Total $117,391
 $14,005,370
  $30,272
        
Diederik Karsten       
Options/SARs Accelerated $117,391
 $1,600,160
  $30,272
2014 PSUs —
 3,521,261
(1) —
2015 PSUs —
 1,414,550
  —
2013 Challenge Award —
 7,469,399
(1) —
Salary 447,890
 —
  —
Continued Vesting of Awards 586,989
 —
  —
Benefits (3) 33,545
 —
  —
Total $1,185,815
 $14,005,370
  $30,272
        
Balan Nair       
Options/SARs Accelerated $117,391
 $1,600,160
  $—
2014 PSUs —
 3,521,261
(1) —
2015 PSUs —
 1,414,550
  —
2013 Challenge Award —
 7,469,399
(1) —
Total $117,391
 $14,005,370
  $—
_______________

Name

  

By Company

Without Cause

  Death or Disability  Retirement
           

Enrique Rodriguez

    

    Options/SARs Accelerated

  $1,780,941  $7,069,065  $0 

    2019 Challenge PRSUs

   0   2,724,295   0 

    2020 RSUs

   1,149,844   3,449,532   0 

    2021 RSUs

   715,005   2,939,466   0 

    2021 SHIP Premium

   253,578   253,578   0 

    2021 VIP

   166,667   166,667   0 

    Severance Payment

   4,196,799   4,196,799   0 

    Benefits (3)

   26,031   26,031   0 
  

 

 

  

 

 

  

 

 

 

        Total

  $8,288,865  $20,825,433  $0 
  

 

 

  

 

 

  

 

 

 

Andrea Salvato

    

    Options/SARs Accelerated

  $1,529,356  $6,082,012  $1,652,729 

    2019 Challenge PRSUs

   0   2,179,402   0 

    2020 RSUs

   919,866   2,759,597   1,379,757 

    2021 RSUs

   715,005   2,939,466   979,794 

    2021 VIP

   166,667   166,667   166,667 

    Salary

   499,244   0   0 

    Benefits (2)

   61,888   0   0 
  

 

 

  

 

 

  

 

 

 

        Total

  $3,892,026  $14,127,144  $4,178,947 
  

 

 

  

 

 

  

 

 

 

(1)Although the earned 2014 PSUs and 2013 Challenge Awards are deemed vested, they are not payable until the originally scheduled vesting dates under the grant agreements, as amended.
(2)For Mr. Fries, represents

Represents the estimated cost to maintain health benefits for him and/or his dependents during the 18 month36-month period following his termination.

(2)
(3)

For Mr.Messrs. Bracken and Mr. Karsten,Salvato, represents the estimated cost to maintain their employee benefits during their six-month notice period.

(3)

For Messrs. Hall and Rodriguez, represents the estimated cost to maintain health benefits for them and their dependents during the 12 months following their termination date, except no such cost shall be incurred in the case of death.


Change in Control

The 2005 Incentive Plan, the 2013 Challenge Awards, 2014 Incentive Plan the 2014 PSUs, the 2015 PSU’s and the CEO Performance Award each provideprovides for various benefits either upon the occurrence of specified change-in-control events or upon termination of employment following a change-in-control event.

Change-in-Control Events. The change-in-control events vary under the relevant plans but generally fall into three categories:

1.

A person or entity, subject to specified exceptions, acquires beneficial ownership of at least 20% of the combined voting power of our outstanding securities ordinarily having the right to vote in the election of directors in a transaction that has not been approved by our board of directors. We refer to this change-in-control event as an “Unapproved Control Purchase”.

2.

During any two-year period, persons comprising the board of directors at the beginning of the period cease to be a majority of the board, unless the new directors were nominated or appointed by two-thirds of the continuing original directors. We refer to this change-in-control event as a “Board Change”.

3.

Our board of directors approves certain transactions such as (a) a merger, consolidation or binding share exchange that results in the shareholders of our company prior to the transaction owning less than a majority of the combined voting power of our capital stock after the transaction or in which our ordinary shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. We refer to this change-in-control event as a “Reorganization”.

Under the 2005 Incentive Plan and the 2014 Incentive Plan, outstanding equity awards will vest in full upon the occurrence of an Unapproved Control Purchase or Board Change and immediately prior to consummation of a Reorganization, unless, in the case of a Reorganization, only, the compensation committee determines that effective provision has been made for the award to be assumed or replaced with an equivalent award.

The 2014 PSUs and the 2015 PSU’s provide that if any of these change-in-control events occurs during the service period or performance period, respectively, and the grant agreements are not continued on the same terms and conditions, in the case of a Board Change or Unapproved Control Purchase, or not continued or assumed on equivalent terms, in the case of a Reorganization, then each grantee will be deemed to be vested in his or her earned 2014 PSUs and to have earned his or her target 2015 PSUs, which will vest, and in each case, the underlying ordinary shares will be issued within 30 days of such change-in-control event. If the grant agreements are continued or assumed, then each grantee will (1) continue to have his or her rights in his or her earned 2014 PSUs in accordance with the grant agreement and (2) be deemed to have earned his or her target 2015 PSUs, which will be converted to time-vested RSUs subject to service and vesting requirements in accordance with the grant agreement. Accelerated vesting would only be triggered on a subsequent termination of employment.
The 2013 Challenge Awards provide that if any of these change-in-control events occurs during the service period and the grant agreements are not continued on the same terms and conditions, in the case of a Board Change or Unapproved Control Purchase, or not continued or assumed on equivalent terms, in the case of a Reorganization, then each grantee will be deemed to be vested in his or her earned 2013 Challenge Awards, and the vested 2013 Challenge Awards will be immediately exercisable. If the grant agreements are continued or assumed, then each grantee will continue to have his or her rights in his or her 2013 Challenge Awards, subject to service and vesting requirements in accordance with the grant agreement. Accelerated vesting would only be triggered on a subsequent termination of employment.

Upon a change-in-control, event, the Fries Agreement provides that upon the firstsix-month anniversary of a such change-in-control event, where employment is continued, any outstanding options or SARs or other non-performance awards will vest in full and any outstanding PSUs will vest in full, provided that any PSUs for which the performance period has not expired will be deemed earned at the maximum level.

full.

Termination After Change in Control. Under the 2005 Incentive Plan and the 2014 Incentive Plan, if a termination of employment occurs without cause or the employee resigns for good reason within 12 months of a Reorganization, then any outstanding SAR and RSU awards will vest and, in the case of SARs, become fully exercisable as of the date of termination of employment. The 2014 PSUs, the 2015 PSUs, the 2013 Challenge Awards and the CEO Performance Award provide that, if a change-in-control event occurs that does not result in accelerated vesting of such awards, a subsequent termination of employment will accelerate vesting of the earned 2014 PSUs, earned CEO Performance Award, earned 2013 Challenge Awards and target 2015 PSUs if the


termination is due to death or disability or is without cause or the participant resigns for good reason. The ordinary shares underlying the vested 2014 PSUs and the 2015 PSUs will be issued no later than March 15 of the calendar year immediately following the calendar year in which the termination occurred. The 2013 Challenge Awards will be exercisable in accordance with their terms, similar to time-vested SAR awards. Pursuant to the Fries Agreement,, if a termination of employment occurs without cause or Mr. Fries resigns for good reason within 13 months of a change-in-control event then Mr. Fries will receive the benefits described above under —Employment and Other Agreements.

For purposes of each of the plans,2014 Incentive Plan, “good reason” for a participant to resign following a change-in-control event requires that one of the following has occurred without the consent of the participant: (1) a material diminution in the participant’s base compensation; (2) a material diminution of his official position or authority; or (3) a required relocation of his principal business office to a different country. In addition, the Fries Agreement defines good reason to also include a reduction in his target equity value for annual awards or in the amount of annual cash performance bonus awards he is eligible to earn, failure of the compensation committee for two consecutive years to grant Mr. Fries an annual equity grant with a target value that is greater than the previous year’s grant, relocation of Mr. Fries primary office to a location that is more than 35 miles away from his current primary office, failure to re-nominate or re-elect Mr. Fries to serve on the executive committee of our board or removal from our board, ceasing to be a member of the executive committee, non-renewal of the Fries Agreement and a material breach of the Fries Agreement.Agreement. Following a change-in-control event, good reason under the Fries Agreement also includes failure to increase Mr. Fries’ total target direct compensation such that it equals or exceeds the 75th percentile of chief executive officers at peer companies of the successor entity. For all NEOs, additional procedural requirements apply for a resignation to qualify as being for “good reason”.

The “Employment Terminated” columns assume that the executive’s employment is terminated as of December 31, 2015,2021, without cause and include the incremental benefits that would result from such a termination under the employment agreements and the equity incentive plans as described under —Potential Payments upon Termination or Change in Control—Termination of Employment above.

280G Tax Gross-Up. Under the grant agreements for the 2014 PSUs and the 2015 PSUs, when a benefit is triggered due to a change-in-control event that would be subject to an excise tax pursuant to Section 280G of the Code, we have agreed to make a payment to the plan participants, including our NEOs, for all excise taxes incurred under Section 280G and related income and excise taxes that are payable by such participants as a result of any reimbursement for such Section 280G excise taxes. Notwithstanding the foregoing, in the case of the 2014 PSUs and the 2015 PSUs, if the excise tax can be avoided through a reduction in the amount of “parachute payments” (as defined in Section 280G) required to be provided to the grantee with respect to the 2014 PSUs and the 2015 PSUs, not to exceed 20% of such amount, then the amount of “parachute payments” shall automatically be reduced to the minimum extent necessary to avoid the excise tax.
For purposes of the change-in-control events in the table below, no one exceeded the threshold that would have entitled him to a 280G tax gross-up payment. Also, Messrs. Bracken and Karsten are not subject to the excise tax under 280G as they are not U.S. taxpayers. In addition, Mr. Fries has agreed in the Fries Agreement to waive any rights he would have under any such agreements to any 280G tax gross-up payment from us and, therefore, such rights are not included in his 2015 PSU grant agreements.

Change In Control

   Unapproved Control
Purchase/Board Change – Plan
Benefits Continued		   Reorganization–Plan
Benefits Continued		   Change in Control –
Plan Benefits Not
Continued		 

Name

  Employment
Terminated		   Employment
Continues		   Employment
Terminated		   Employment
Continues		 
                 

Michael T. Fries

        

    Options/SARs Accelerated

   $31,451,312     $        31,451,312     $        31,451,312     $        31,451,312  

    2019 Challenge PRSUs

   12,259,369     12,259,369     12,259,369     12,259,369  

    2020 RSUs

   12,073,319     12,073,319     12,073,319     12,073,319  

    Severance Payment

   61,022,796     0     61,022,796     0  

    2021 VIP

   1,900,000     1,900,000     1,900,000     1,900,000  

    Benefits (1)

   110,124     0     110,124     0  
  

 

 

   

 

 

   

 

 

   

 

 

 

        Total

   $        118,816,920     $57,684,000     $118,816,920     $57,684,000  
  

 

 

   

 

 

   

 

 

   

 

 

 

  Unapproved Control
Purchase /Board Change – Plan
Benefits Continued		 Reorganization–Plan
Benefits Continued		 Change in Control – Plan
Benefits Not
Continued
Name Employment
Terminated		 Employment
Continues		 Employment
Terminated		 Employment
Continues
          
Michael T. Fries         
Options/SARs Accelerated $2,951,800
 $2,951,800
  $2,951,800
 $2,951,800
2014 PSUs 10,563,783
 —
(1) 10,563,783
 10,563,783
2015 PSUs 12,730,830
 —
(2) 12,730,830
 12,730,830
2013 Challenge Awards 42,518,264
 —
(1) 42,518,264
 42,518,264
CEO Performance Award 58,051,667
 58,051,667
  58,051,667
 58,051,667
Severance Payment 30,667,693
 —
  30,667,693
 —
Applicable Percentage (ungranted PSUs) 40,000,000
 —
  40,000,000
 40,000,000
Ungranted Appreciation Awards 20,000,000
 —
  20,000,000
 20,000,000
Benefits (3) 36,064
 —
  36,064
 —
Total $217,520,101
 $61,003,467
  $217,520,101
 $186,816,344
          
Charles H.R. Bracken         
Options/SARs Accelerated $117,391
 $117,391
  $117,391
 $117,391
2014 PSUs 3,521,261
 —
(1) 3,521,261
 3,521,261
2015 PSUs 2,829,100
 —
(2) 2,829,100
 2,829,100
2013 Challenge Awards 7,469,399
 —
(1) 7,469,399
 7,469,399
Salary 521,764
 —
  521,764
 —
Severance Payment 521,764
 —
  521,764
 —
Benefits (4) 70,608
 —
  70,608
 —
Total $15,051,287
 $117,391
  $15,051,287
 $13,937,151
          
Bernard G. Dvorak         
Options/SARs Accelerated $117,391
 $117,391
  $117,391
 $117,391
2014 PSUs 3,521,261
 —
(1) 3,521,261
 3,521,261
2015 PSUs 2,829,100
 —
(2) 2,829,100
 2,829,100
2013 Challenge Awards 7,469,399
 —
(1) 7,469,399
 7,469,399
Total $13,937,151
 $117,391
  $13,937,151
 $13,937,151
          
Diederik Karsten         
Options/SARs Accelerated $117,391
 $117,391
  $117,391
 $117,391
2014 PSUs 3,521,261
 —
(1) 3,521,261
 3,521,261
2015 PSUs 2,829,100
 —
(2) 2,829,100
 2,829,100
2013 Challenge Awards 7,469,399
 —
(1) 7,469,399
 7,469,399
Salary 447,890
 —
  447,890
 —
Benefits (4) 33,545
 —
  33,545
 —
Total $14,418,586
 $117,391
  $14,418,586
 $13,937,151
          
Balan Nair         
Options/SARs Accelerated $117,391
 $117,391
  $117,391
 $117,391
2014 PSUs 3,521,261
 —
(1) 3,521,261
 3,521,261
2015 PSUs 2,829,100
 —
(2) 2,829,100
 2,829,100
2013 Challenge Awards 7,469,399
 —
(1) 7,469,399
 7,469,399
Total $13,937,151
 $117,391
  $13,937,151
 $13,937,151
_______________
   Unapproved Control
Purchase/Board Change – Plan
Benefits Continued		   Reorganization–Plan
Benefits Continued		   Change in Control –
Plan Benefits Not
Continued		 

Name

  Employment
Terminated		   Employment
Continues		   Employment
Terminated		   Employment
Continues		 
                 

Charles H.R. Bracken

        

    Options/SARs Accelerated

   $8,473,848     $8,473,848     $8,473,848     $8,473,848  

    2019 Challenge PRSUs

   3,269,104     3,269,104     3,269,104     3,269,104  

    2020 RSUs

   4,139,410     4,139,410     4,139,410     4,139,410  

    2021 RSUs

   3,527,409     3,527,409     3,527,409     3,527,409  

    2021 VIP

   600,000     600,000     600,000     600,000  

    Salary

   605,831     0     605,831     0  

    Severance Payment

   605,831     0     605,831     0  

    Benefits (2)

   71,259     0     71,259     0  
  

 

 

   

 

 

   

 

 

   

 

 

 

        Total

   $21,292,692    $20,009,771    $21,292,692     $20,009,771  
  

 

 

   

 

 

   

 

 

   

 

 

 

Bryan H. Hall

        

    Options/SARs Accelerated

   $5,649,226     $5,649,226     $5,649,226     $5,649,226  

    2019 Challenge PRSUs

   2,179,402     2,179,402     2,179,402     2,179,402  

    2020 RSUs

   2,759,597     2,759,597     2,759,597     2,759,597  

    2021 RSUs

   2,351,606     2,351,606     2,351,606     2,351,606  

    2021 SHIP Premium

   162,301     162,301     162,301     162,301  

    2021 VIP

   400,000     400,000     400,000     400,000  

    Severance Payment

   4,110,537     0     4,110,537     0  

    Benefits (3)

   36,174     0     36,174     0  
  

 

 

   

 

 

   

 

 

   

 

 

 

        Total

   $17,648,843     $13,502,132     $17,648,843     $13,502,132  
  

 

 

   

 

 

   

 

 

   

 

 

 

Enrique Rodriguez

        

    Options/SARs Accelerated

   $7,069,065     $7,069,065     $7,069,065     $7,069,065  

    2019 Challenge PRSUs

   2,724,295     2,724,295     2,724,295     2,724,295  

    2020 RSUs

   3,449,532     3,449,532     3,449,532     3,449,532  

    2021 RSUs

   2,939,466     2,939,466     2,939,466     2,939,466  

    2021 SHIP Premium

   304,294     304,294     304,294     304,294  

    2021 VIP

   500,000     500,000     500,000     500,000  

    Severance Payment

   4,196,799     0     4,196,799     0  

    Benefits (3)

   26,031     0     26,031     0  
  

 

 

   

 

 

   

 

 

   

 

 

 

        Total

   $21,209,482     $16,986,652        $21,209,482     $16,986,652  
  

 

 

   

 

 

   

 

 

   

 

 

 

Andrea Salvato

        

    Options/SARs Accelerated

   $6,082,012       $6,082,012       $6,082,012       $6,082,012    

    2019 Challenge PRSUs

   2,179,402       2,179,402       2,179,402       2,179,402    

    2020 RSUs

   2,759,597       2,759,597       2,759,597       2,759,597    

    2021 RSUs

   2,939,466       2,939,466       2,939,466       2,939,466    

    2021 VIP

   500,000       500,000       500,000       500,000    

    Salary

   499,244       0       499,244       0    

    Benefits (2)

   61,888       0       61,888      0    
  

 

 

   

 

 

   

 

 

   

 

 

 

        Total

   $        15,021,609       $        14,460,477     $        15,021,609       $        14,460,477    
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)Although the earned 2014 PSUs and 2013 Challenge Awards are deemed to be vested, they are not payable until the vesting dates under the grant agreements.
(2)Although the target 2015 PSUs are deemed to be earned, they remain subject to the service and vesting requirements of the grant agreements.
(3)For Mr. Fries, represents

Represents the estimated cost to maintain health benefits for him and/or his dependents during the 18 month36-month period following his termination.


(2)
(4)

For Messrs. Bracken and Karsten,Salvato, represents the estimated cost to maintain their employee benefits during their six-month notice period.

(3)

For Messrs. Hall and Rodriguez, represents the estimated cost to maintain health benefits for them and their dependents during the 12-month period following their termination.

CEO Pay Ratio

We are an international company whose consolidated entities employed, on a full-time basis, over 11,200 people as of December 31, 2021, in eight countries, with almost all of our workforce located outside of the U.S. in Europe. The overall structure of our compensation and benefit programs are broadly similar across our company to encourage and reward our employees who contribute to our success. We strive to ensure that every employee is paid at a level reflective of their job responsibilities and is competitive within our peer group and the

respective local employment markets. Compensation rates are benchmarked and set to be competitive in the country in which the jobs are performed. We are committed to providing pay equity throughout our company, which we view as critical to our success in supporting a diverse workforce with opportunities for employees to develop, advance and contribute.

Under the rules adopted pursuant to the Dodd-Frank Act of 2010, we are required to provide the total compensation paid to our median employee, as well as the ratio of the total compensation paid to such median employee as compared to the total compensation paid to our CEO. For the year ended December 31, 2021, and in each case including the value of employer provided non-discriminatory health benefits, (1) the CEO’s total annual compensation was $62,023,623, and (2) our median employee’s total annual compensation was $135,977, which resulted in a ratio of 456:1 for CEO to median employee total annual compensation.

This pay ratio is a reasonable estimate calculated in a manner consistent with the SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

We identified the median employee by collecting the payroll data of our employee population on December 31, 2021, which consisted of salary and wages (including overtime) and annual bonus amounts. At that time, our employee population consisted of approximately 11,500 individuals, including temporary and part-time employees, consisting of 120 U.S. employees and 11,380 non-U.S. employees. At year-end 2021, we employed personnel in eight countries, including the U.S., the U.K., the Republic of Ireland, the Netherlands, Belgium, Switzerland, Poland and Slovakia, making determinations of the median employee subject to a variety of factors, including cost of living and currency. We annualized the compensation of all newly hired employees. We did not perform any other adjustments. After identifying the median employee, for purposes of the pay ratio, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table, plus we included the value of employer provided non-discriminatory health benefits in both the compensation of our CEO and the median employee.

Director Compensation

Set forth below is a description of the compensation for our nonemployee (or non-executive)non-executive directors. Such compensation is subject to review annually by our nominating and corporate governance committee and as provided in the directorsdirectors’ compensation policy approved by our shareholders at the annual general meeting held in 2014. In connection with our company redomiciling to the U.K., the board adopted the following compensation effective June 7, 2013. Such compensation is substantially similar to the compensation paid by our predecessor LGI to its non-executive directors.2020. Our directors are also entitled to the benefit of our policy on personal usage of our aircraft set forth abovedescribed below under —Aircraft Policy.

Fees and Expenses
.

Fees and Expenses

In 2021, each Eachnon-employee member of our board who is not an employee of Liberty Global (other than our chairman Mr. Malone), receives received an annual retainer of $100,000. In addition,$125,000. Effective as of April 2022, each such member receives $1,500director will receive an annual retainer equivalent of $130,000, which increase is in line with a general increase in the salary budget for each in-person meeting attended (in person or by conference telephone)our NEOs and $750 for each telephonic meeting attended of the board or any committee of the board on which he or she serves.our employee base. Each director who serves as the chair of the audit committee, the compensation committee or the nominating and corporate governance committee receives a fee for such service of $25,000,$40,000, $25,000 and $10,000, respectively, for each full year of service in such position.

All annual director fees, including fees for chairpersons, are payable in arrears in four equal quarterly installments. Our directors may elect to have their quarterly fee installments paid in ordinary shares instead of in cash. Such election for fees payable for a specific calendar quarter must be made not later than the last day of the immediately preceding calendar quarter and beginning in 2016, consistconsists of a combination of Liberty Global Class A and Liberty Global Class C, LiLAC Class A and LiLAC Class C shares. The number of shares issued is based on the fair market value on the last trading day of

the quarter for which the election is made. Any fractional share is paid in cash. Directors who are employees of Liberty Global, or its subsidiaries, do not receive any additional compensation for their service as directors. Currently, our CEO Mr. Fries is our only executive director.

Generally, the in-person board meetings are held at one of our corporate offices and each year at least one in-person meeting is held at the location of one of our operations. In addition, members of our board have periodic strategy retreats with certain members of senior management to review our strategies and goals. We reimburse our non-executive directors for travel, lodging and other reasonable expenses related to their service on our board, including the travel costs of a companion for one of our directors who is visually impaired. We also occasionally make our aircraft available to directors for attendance at meetings or other company-related events.

For the board meeting held at the location of one of our operations or other company-related events, we may provide extra activities for members of our board.board, including visits to company operations and meetings with local management and employees. We may also invite the spouse or a guest of each director to attend events associated with board meetings or other company-related events. We generallyIn such case, we may provide for, or reimburse expenses of, the spouse’s or guest’s travel, food and lodging for attendance at these events and participation in related activities. If the spouse or guest travels on our aircraft for an event, the incremental cost for such personal passenger is determined based on our average direct variable cost per passenger for aircraft fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred. To the extent costs for these activities, including the incremental cost for traveling on our aircraft, and costs for any other personal benefits, for a director exceeds $10,000 for the year, they are included in the amounts in the table below.

From time to time, we provide our directors information on conferences and seminars that may be of interest to them as a director of Liberty Global. For directors who elect to attend these events, we cover the costs as part of our policy to keep members of our board informed on issues that relate to their duties as a director. In addition, we make available to members of our board, at their election, health insurance under our health insurance policies.

We do not pay any cash compensation to Mr. Malone, except that our independent directors have authorized the payment or reimbursement of personal expenses incurred by Mr. Malone of up to $750,000 per year relating to his ownership of our shares and his service as our chairman. These expenses include professional fees and other expenses incurred by Mr. Malone for estate or tax planning, regulatory filings and other services.

Equity Awards

As of the date of each annual general meeting of shareholders, each continuing non-executive director receives an equity award under the 2014 Liberty Global Nonemployee Director Incentive Plan (the 2014 Director Plan). Prior to March 2014, such awards were under the 2005 Liberty Global Inc. Nonemployee Director Incentive Plan (the 2005 Director Plan). On the date of sucheach annual general meeting of shareholders held in 2020 and 2021, each non-executive director received equity grants with a combined grant date fair value of $187,500


awarded, at his or her election, either as (1) a grant of options for Old Liberty Global Class A shares and a grant of options for Old Liberty Global Class C shares, or (2) a grant of options for Old Liberty Global Class A shares and a grant of options for Old Liberty Global Class C shares for one-half the value and a grant of Old Liberty Global Class A RSUs and a grant of Old Liberty Global Class C RSUs for the remaining value. Beginning in 2016,Effective April 2022, each non-executive director, other than Mr. Malone, will receive a combined grant date fair value award of $200,000, with the grant ofsame election options will be for Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares. Similarly, the grant of RSUs in the combination award will be for Liberty Global Class A RSUs, Liberty Global Class C RSUs, LiLAC Class A RSUs and LiLAC Class C RSUs. The overall value of the equity grants remains the same.
as stated above.

The equity grant election must be made at least two business days prior to the applicable shareholders meeting. If no election is made, the director will receive the award of options. The option grants have a term of seven10 years and vest as to one-third of the option shares on the date of the first annual general meeting of shareholders after the date of grant and as to an additional one-third of the option shares each on the date of the following two annual general meetings of shareholders thereafter, provided that the director continues to serve as a director immediately prior to the applicable vesting date. For purposes of determining the number of RSUs of a

class to be granted, the grant date fair value of the options for the same class is determined using the same valuation methodology as we use to determine the value of option grants in accordance with FASB ASC 718 on the date of the applicable annual shareholders meeting. The awards of RSUs vest in full on the date of the first annual shareholders meeting after the date of grant.

Until 2016,

In April 2021, the compensation committee and the board of directors extended the expiration date on SARs (which were granted to our executive director and other executives) and director options granted in 2014 and 2015 from the seventh anniversary to the tenth anniversary of the original grants to align with current company and industry practice and to further incentivize the achievement of the company’s objectives. There was no change to the exercise prices of the 2014 and 2015 SARs and director options. They have exercise prices ranging from $32.37 to $34.44 (for 2014) and $42.01 to $44.46 (for 2015) in Class A ordinary shares and from $30.81 to $33.06 (for 2014) and $40.52 to $41.41 (for 2015) in Class C ordinary shares. For our executive officers and directors, the exact number of SARs and their exercise prices are shown in Form 4 filings previously made.

A non-executive director receives a non-executive director received aprorated grant of options for Oldeach of Liberty Global Class A shares and a grant of options for Old Liberty Global Class C shares with a combinedan annualized grant date fair value equal to $187,500 upon the date he or she is first elected or appointed to our board of directors. Thereafter, the equity grant will be options for Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares for the same combined grant date fair value. The grant date fair value of the options awarded is determined using the same valuation methodology as we use to determine the value of option grants in accordance with FASB ASC 718 on the date of election or appointment. The option grants have a term of seven10 years and vest as to one-third of the option shares on the later to occur of (1) the six monthsix-month anniversary date of the date of grant or (2) the date of the first annual shareholders meeting after the date of grant. Thereafter the remaining option shares vest as to an additional one-third of the option shares on the date of each annual shareholders meeting, provided that the director continues to serve as a director immediately prior to the applicable vesting date. From March 3, 2014, all awards to our non-executive directors are granted under our 2014 Director Plan.

Although Mr. Malone is a non-executive director, he currently serves without cash compensation other than the reimbursement of certain expenses as described below.above. As chairman of our board, any compensation paid to him is subject to review and approval of our compensationnominating and corporate governance committee. Prior toIn 2019, our company redomiciling to the U.K., the board of Liberty Global delegated to the compensation committee the authority to approveindependent directors authorized annual awards of options to Mr. Malone under the 2005 Director Plan (the 2014 Director Plan after March 2014) with a combined grant date fair value equivalent to $1.0$2.0 million for so long as he continues to serve as chairman of the board and a non-executive director. The terms of the option awards are equivalent to those for our other non-executive directors, except that the annual vesting over three years occurs on each anniversary of the grant date rather than on the date of the annual general meeting of shareholders.shareholders and grants may be either or a combination of Liberty Global Class A and Liberty Global Class C shares. In 2020 and 2021 the options were granted in Class C ordinary shares. Any such awards will be subject to review and approval by the compensation committee in connection with its annual equity grant approval process. On May 1, 2015, the compensation committee, with the approval of our independent directors, approved a grant to Mr. Malone for his services as chairman of the Liberty Global board and a non-executive director of options to purchase (as adjusted for the distribution of the LiLAC Shares) Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares with an aggregate grant date fair value of $1.0 million. It is anticipated that these provisions will apply to future annual grants to Mr. Malone as chairman of our board.

At a meeting of our independent directors in December 2013, they authorized the payment or reimbursement of personal expenses incurred by Mr. Malone of up to $300,000 per year related to his ownership of our shares and his service as our chairman. In March 2016, at a meeting of our independent directors, they authorized an increase in this reimbursement allowance to $500,000 per year commencing with the year 2016. These expenses include professional fees and other expenses incurred by Mr. Malone for estate or tax planning, regulatory filings and other services.

Deferred Compensation Plan

At its December 2009 meeting, the LGI board of directors adopted the Liberty Global Nonemployee

Under our Director Deferred Compensation Plan, as amended (the our non-executiveDirector Deferred Compensation Plan), which has since been assumed by Liberty Global. Under the Director Deferred Compensation Plan, beginning with deferral elections for 2014 and after, non-executive directors


may elect to defer payment of up to 85% of their annual retainer, whether payable in cash or equity, and their annual equity awards to the extent payable in restricted shares or RSUs. For deferral elections for 2013 and before, non-executive directors could elect to defer all or a portion of such compensation. The Director Deferred Compensation Plan became effective beginning with compensation payable in 2010.
Annual retainers payable in cash andthat are deferred under the Director Deferred Compensation Plan in 2021 will be credited with interest at the rate of 9%8% per year, compounded quarterly at the end of each calendar quarter for amounts deferred before January 1, 2013 and compounded daily for amounts deferred thereafter (the credited interest fund).until paid in full. Our board reserved the right to change the interest rate in the future, provided that any decreases in the rate will apply only to deferred elections that become irrevocablemade after the new rate is set. Annual retainers payable in shares and annual equity awards payable in restricted shares or RSUs that are deferred willare not be credited with interest, but will be adjusted for splits, combinations, dividends or distributions (the stock fund). distributions.

The deferred annual retainers and deferred equity awards may be distributed in a lump sum or in a series of up to 10 equal annual installments upon a distribution event. A distribution event isoccurs when (1) the director

ceases to be a member of our board or dies, or (2) at the election of our board, within 12 months of certain change-in-control events, or (3) beginning with compensation deferred in 2012, a specific date is selected by the director at the time he or she makes his deferral election.

The Director Deferred Compensation Plan provides our

Our board with the discretion tomay terminate the Director Deferred Compensation Plan at any time. Such an optionalits discretion, and such termination will not result in accelerated distributions.

20152021 Compensation of Liberty Global Directors

The following table sets forth information concerning the compensation of our nonemployee directors for fiscal year 2015.

Name (1) Fees Earned or Paid in Cash ($) Stock Awards ($)(2)(3) Option Awards
($)(2)(3)		 Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) All Other Compensation ($) Total ($)
                
John C. Malone —
(5) 

 

 —
 326,570
(6) 1,333,690

Liberty Global
Class A		 —
  —
 324,621
        
Liberty Global
Class C		 —
  —
 634,050
        
LiLAC Class A —
  —
 16,276
        
LiLAC Class C —
  —
 32,173
        
Andrew J. Cole 37,438
  

 

 —
 90
(7) 303,582
 
Liberty Global
Class A		 26,906
(8) —
 62,023
        
Liberty Global
Class C		 51,406
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
John P. Cole, Jr. 20,329
  

 

 —
 114
(7) 308,106
 
Liberty Global
Class A		 34,343
(8) —
 62,023
        
Liberty Global
  Class C
 65,578
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
Miranda Curtis 122,500
  

 

 —
 107
(7) 310,349
 
Liberty Global
  Class A
 —
  —
 62,023
        
Liberty Global
  Class C
 —
  —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
John W. Dick 24,079
  

 

 —
 132,687
(9) 444,429
 
Liberty Global
Class A		 34,343
(8) —
 62,023
        
Liberty Global
  Class C
 65,578
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        

Name (1) Fees Earned or Paid in Cash ($) Stock Awards ($)(2)(3) Option Awards
($)(2)(3)		 Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) All Other Compensation ($) Total ($)
LiLAC Class C —

 —
 5,821
        
Paul A. Gould 24,128
(10) 

 

 11,064
 11,730
(11) 359,536
(12)
Liberty Global
Class A		 42,889
(8) —
 62,023
        
Liberty Global
  Class C
 81,983
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —

 —
 5,821
        
Richard R. Green 15,829
  

 

 13
 84
(7) 303,589
 
Liberty Global
Class A		 34,343
(8) —
 62,023
        
Liberty Global
  Class C
 65,578
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
David E. Rapley 125,750
(13) 

 

 29,369
 15,253
(14) 357,981

Liberty Global
Class A		 —
  30,996
 31,026
        
Liberty Global
  Class C
 —
  58,363
 58,399
        
LiLAC Class A —
  1,499
 1,543
        
LiLAC Class C —
  2,873
 2,910
        
Larry E. Romrell 119,500
  

 

 —
 19,156
(15) 326,398
 
Liberty Global
Class A		 —
  —
 62,023
        
Liberty Global
  Class C
 —
  —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —
  —
 5,821
        
JC Sparkman 145,250
  

 

 —
 40,117
(16) 372,976
 
Liberty Global
Class A		 —
  30,996
 31,026
        
Liberty Global
  Class C
 —
  58,363
 58,399
        
LiLAC Class A —
  1,499
 1,543
        
LiLAC Class C —
  2,873
 2,910
        
J. David Wargo 24,922
(17) 

 

 7,064
 139
(7) 319,695
(18)
Liberty Global
Class A		 34,300
(8) —
 62,023
        
Liberty Global
  Class C
 65,528
(8) —
 116,799
        
LiLAC Class A —
  —
 3,099
        
LiLAC Class C —

 —
 5,821
        
_______________
2021.

Name (1)

      Fees Earned or    
    Paid in Cash ($)     		 Option
Awards
    ($)(2)(3)    		       Change in Pension    
Value and
Nonqualified Deferred
Compensation
    Earnings ($)(4)  		     All Other  
  Compensation ($)  		         Total ($)         

John C. Malone

   0   (5)    0    751,546   (6)  3,223,760   

  Liberty Global Class A

      151,132          

  Liberty Global Class C

      2,321,082          

Andrew J. Cole

   125,000       20    1,608   (7)  411,107   

  Liberty Global Class A

      93,287          

  Liberty Global Class C

      191,192          

Miranda Curtis

   125,000       0    1,608   (7)  411,010   

  Liberty Global Class A

      93,022          

  Liberty Global Class C

      191,380          

John W. Dick

   63,596       0    1,608   (7)  411,010   

  Liberty Global Class A

   20,530   (8)  93,022          

  Liberty Global Class C

   40,874   (8)  191,380          

Paul A. Gould

   3,514   (9)    20,155    1,665   (7)  471,299    (10) 

  Liberty Global Class A

   53,850   (8)  93,287          

  Liberty Global Class C

   107,636   (8)  191,192          

Richard R. Green

   125,000       7,788    1,603   (7)  418,793   

  Liberty Global Class A

      93,022          

  Liberty Global Class C

      191,380          

David E. Rapley

   135,000   (11)    100,854    1,603   (7)  473,371   

  Liberty Global Class A

      77,518          

  Liberty Global Class C

      158,396          

Larry E. Romrell

   150,000       0    1,603   (7)  436,005   

  Liberty Global Class A

      93,022          

  Liberty Global Class C

      191,380          

J. David Wargo

   5,393   (9)    12,806    1,665   (7)  423,873    (12) 

  Liberty Global Class A

   39,923   (8)  93,022          

  Liberty Global Class C

   79,684   (8)  191,380          

(1)

Mr. Fries, our CEO and president, is not included in this table because he is a named executive officer of Liberty Global and does not receive any additional compensation as an executivea director. For information on Mr. Fries’ compensation, please see —Summary Compensation above.

(2)

The dollar amounts in the table reflect (i) the grant date fair value of the option awards and the fair value of share awards related to Liberty Global Class A shares and Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares at the time of grant on April 1, 2021 (in the case of Mr. Malone) and June 30, 2021 (in the case of the other non-employee directors) and (ii) the incremental compensation expense associated with the extension of options issued in 2014 and 2015 from a seven-year term to a ten-year term, both determined in accordance with FASB ASC 718, as adjusted718. The June 30, 2021 options are subject to annual time vesting over a three-year service period with vesting commencing on the date of the company’s 2022 annual general meeting of shareholders and on the date of each annual general meeting of shareholders thereafter. In April 2021, the compensation committee extended the expiration date on options issued in 2014 and 2015 from a seven-year term to a ten-year term to align those historic awards with the ten-year awards provided currently. The incremental fair value associated with extending the expiration date for the LiLAC Transaction.options issued in 2014 is $20,841 for options granted to purchase Liberty Global Class A shares and $44,042 for options granted to purchase Liberty Global Class C shares, in each case for each of Ms. Curtis and Messrs. Cole, Dick, Gould, Green, Romrell, and Wargo. For the same directors, the fair value for the extension of the 2015 options is $10,170 for options granted to


purchase Liberty Global Class A shares and $21,930 for options granted to purchase Liberty Global Class C shares. In the case of Mr. Rapley, the increase in fair value for options granted to purchase Liberty Global Class A shares in 2014 and 2015 was $10,421 and $5,086, respectively. The increase for Mr. Rapley’s options to purchase Liberty Global Class C shares granted in 2014 and 2015 was $22,023 and $10,965, respectively.

(3)

At December 31, 2015, the2021, our directors had the following awards outstanding:

Name Class Options (#) Restricted Shares (#)(a)
       
John C. Malone Liberty Global Class A 53,239
 —
  Liberty Global Class C 113,945
 —
  LiLAC Class A 2,664
 —
  LiLAC Class C 5,735
 —
Andrew J. Cole Liberty Global Class A 14,653
 —
  Liberty Global Class C 34,526
 —
  LiLAC Class A 731
 —
  LiLAC Class C 1,723
 —
John P. Cole, Jr. Liberty Global Class A 55,916
 —
  Liberty Global Class C 157,981
 —
  LiLAC Class A 2,790
 —
  LiLAC Class C 7,889
 —
Miranda Curtis Liberty Global Class A 20,639
 —
  Liberty Global Class C 52,625
 —
  LiLAC Class A 1,029
 —
  LiLAC Class C 2,625
 —
John W. Dick Liberty Global Class A 52,142
 —
  Liberty Global Class C 157,160
 —
  LiLAC Class A 2,602
 —
  LiLAC Class C 7,848
 —
Paul A. Gould Liberty Global Class A 50,665
 —
  Liberty Global Class C 142,301
 —
  LiLAC Class A 2,529
 —
  LiLAC Class C 7,105
 —
Richard R. Green Liberty Global Class A 41,639
 —
  Liberty Global Class C 115,348
 —
  LiLAC Class A 2,078
 —
  LiLAC Class C 5,759
 —
David E. Rapley Liberty Global Class A 17,161
 579
  Liberty Global Class C 47,237
 1,158
  LiLAC Class A 854
 28
  LiLAC Class C 2,356
 57
Larry E. Romrell Liberty Global Class A 17,831
 —
  Liberty Global Class C 44,209
 —
  LiLAC Class A 888
 —
  LiLAC Class C 2,204
 —
JC Sparkman Liberty Global Class A 40,406
 579
  Liberty Global Class C 116,656
 1,158
  LiLAC Class A 2,015
 28
  LiLAC Class C 5,825
 57
J. David Wargo Liberty Global Class A 61,167
 —
  Liberty Global Class C 173,662
 —
  LiLAC Class A 3,053
 —
  LiLAC Class C 8,673
 —
_______________

(a)

Name                             

Represents shares to be issued upon vesting of RSUs.

                 Class                    

      Options (#)       

John C. Malone

Liberty Global Class A115,971
Liberty Global Class C1,235,481

Andrew J. Cole

Liberty Global Class A54,616
Liberty Global Class C114,450

Miranda Curtis

Liberty Global Class A60,054
Liberty Global Class C127,426

John W. Dick

Liberty Global Class A60,054
Liberty Global Class C127,426

Paul A. Gould

Liberty Global Class A56,605
Liberty Global Class C120,529

Richard R. Green

Liberty Global Class A60,054
Liberty Global Class C127,426

David E. Rapley

Liberty Global Class A53,056
Liberty Global Class C111,384

Larry E. Romrell

Liberty Global Class A60,054
Liberty Global Class C127,426

J. David Wargo

Liberty Global Class A60,054
Liberty Global Class C127,426

(4)

The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest, which is the portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the rate was set, on compensation previously deferred by such director under our Director Deferred Compensation Plan.

(5)

Mr. Malone serves without cash compensation. On MayApril 1, 2015,2021, our compensation committee granted Mr. Malone option awards for his services as chairman of the board, and a non-executive director, which options vest in three equal annual installments, commencing May 1, 2016.2022.


(6)

Includes our aggregate incremental cost attributable to the director’s spouse accompanying him on a business trip to and from the July 2015 board meeting in Amsterdam, the Netherlands, with personal stops ($26,104). Also includes reimbursement for personal expenses related to the ownership of our shares and his service as our chairman ($300,000) and750,000), holiday party gifts from us valued at less than $420, plusapproximately $1,237 and the related tax gross-up ($82)309).

(7)

Represents the amount paid as a tax gross-up on holiday party gifts from us valued at less than $420.approximately $1,237.

(8)This is

Represents the dollar amount of fees paid in our Liberty Global Class A shares and Liberty Global Class C shares at the election of the director.

(9)Includes our cost for a medical air transport for the director and his companion from Rwanda to London, England, due to a medical emergency ($125,550). Also includes our aggregate incremental cost attributable to his companion accompanying him on business trips to and and from London, England and Amsterdam, the Netherlands, the cost of ground transportation, food and tours for his companion while in Amsterdam, the Netherlands, for the July 2015 board meeting, health insurance premiums for the benefit of such director and his companion and gifts from us valued at less than $420, plus the related tax gross-up ($89).
(10)

Amount includes $128$203 of Mr. Gould’s fees and $168 of Mr. Wargo’s fees, respectively, the payment of which Mr. Gouldeach such director elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accruesamounts accrue interest at the rate of 9%8% per annum, compounded daily until paid in full to him.full.

(10)
(11)Includes our cost for a commercial airline ticket for the director’s spouse’s flight to and from Amsterdam, the Netherlands($8,869) for the July 2015 board meeting, plus the cost for ground transportation, food and tours for his spouse while in Amsterdam, the Netherlands, for the meeting. Also includes gifts from us valued at less than $650, plus the related tax gross-up ($272).
(12)Such amount

Amount includes the value of 7731,699 Liberty Global Class A shares and 1,5473,398 Liberty Global Class C shares, the issuance of which Mr. Gould elected to defer pursuant to the Director Deferred Compensation Plan.

(11)
(13)

Amount includes $110,000$114,750 of Mr. Rapley’s fees, the payment of which Mr. Rapleyhe elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9%8% per annum compounded daily until paid in full to him.

(12)
(14)Includes our cost for a commercial airline ticket for the director’s spouse’s flight to Amsterdam, the Netherlands ($12,727) for the July 2015 board meeting, plus the cost for ground transportation, food and tours for his spouse while in Amsterdam, the Netherlands, for the meeting. Also includes gifts from us valued at less than $750, plus the related tax gross-up ($227), and our incremental cost attributable the director’s spouse accompany him on a business trip to and from Las Vegas, Nevada.
(15)Includes our aggregate incremental cost attributable to the personal use of our aircraft ($18,683) and gifts from us valued at less than $420, plus the related tax gross-up ($84).
(16)Includes our aggregate incremental cost attributable to the personal use of our aircraft ($39,529). Also includes gifts from us valued at less than $500, plus the related tax gross-up ($118).
(17)

Amount includes $172 of Mr. Wargo’s fees, the payment of which such director elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9% per annum compounded daily until paid in full to him.

(18)Such amount includes the value of 6181,287 Liberty Global Class A shares and 1,2372,574 Liberty Global Class C shares, the issuance of which Mr. Wargo elected to defer pursuant to the Director Deferred Compensation Plan.

INCENTIVE PLANS

In January 2014, our shareholders approved the 2014 Incentive Plan and the 2014 Director Plan (collectively, the 2014 Plans). In February 2015, our shareholders also approved an amendment to the 2014 Incentive Plan to permit sub-plans for the purpose of offering employees of certain of our operations the opportunity to participate in a save as you earn option scheme by applying for options to purchase Liberty Global Class C shares at a discount. A maximum of 2,500,000 Liberty Global Class C shares of the total shares available for grant under the 2014 Incentive Plan has been allocated for these sub-plans. In all other cases, we may generally grant non-qualified share options, SARs, restricted shares, RSUs, cash awards, performance awards or any combination of the foregoing under either of these incentive plans. Ordinary shares issuable pursuant to awards made under the 2014 Plans will be made available from either authorized but unissued shares or shares that have been issued but reacquired by our company. These awards may be granted at or above fair value in any class of our ordinary shares. The maximum number of ordinary shares of Liberty Global with respect to which awards may be issued under the 2014 Incentive Plan and the 2014 Director Plan is 155 million (of which no more than 50.25 million shares may consist of Class B ordinary shares) and 10.5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan.

Awards under the 2005 Director Plan issued prior to June 2013 are fully vested and expire 10 years after the grant date. We assumed the Virgin Media 2010 Incentive Plan when we acquired Virgin Media in 2013. Awards under the Virgin Media 2010 Incentive Plan issued prior to the June 7, 2013 closing date have a 10-year term and are fully vested.

Awards (other than performance-based awards) under the 2014 Incentive Plan and the Virgin Media 2010 Incentive Plan issued after June 7, 2013 and under the 2005 Incentive Plan issued after June 2005, generally (1) vest 12.5% on the six-month anniversary of the grant date and then vest at a rate of 6.25% each quarter thereafter and (2) expire seven years after the grant date. Commencing with grants made in 2019, the term has been increased to 10 years. Awards (other than RSUs) issued after June 2005 and before June 2013 under the 2005 Director Plan generally vested in three equal annual installments, provided the director continues to serve as director immediately prior to the vesting date, and expire 10 years after the grant date. Awards (other than restricted shares and RSUs) issued in June 2013 under the 2005 Director Plan and thereafter under the 2014 Director Plan have the same terms as the prior awards, except they expire seven years after the grant date. Grants made on or after the date of the 2019 AGM will expire 10 years from date of grant. Additionally, in April 2020, the compensation committee determined to extend the expiration date on SARs and director options issued in 2013 from a seven-year term to a ten-year term to align those historic awards with the ten-year awards provided currently. Similarly, in 2021, the compensation committee extended the expiration date of outstanding SARs and director options issued in both 2014 and 2015 from seven years to 10 years. Restricted shares and RSUs granted under the 2014 Director Plan vest on the date of the first AGM following the grant date. These awards may be granted at or above fair value in any class of ordinary shares, except for shares acquired under a sharesave plan available to Virgin Media employees. On February 24, 2015, our shareholders approved amendments to the 2014 Incentive Plan to permit grants to employees of our subsidiary, Virgin Media, of options to acquire our Liberty Global Class C shares at a discount to the market value of such shares.

Although the 2014 Plans do not prohibit our compensation committee or board of directors from repricing outstanding options or SARs without shareholder approval, it is our policy that, except for anti-dilution adjustments provided by the 2014 Plans in connection with corporate transactions, the exercise or base price of ordinary shares for any outstanding option or SAR granted under the 2014 Plans will not be decreased after the date of grant nor will an outstanding option or SAR granted under the 2014 Plans be surrendered to our company as consideration for the grant of a new option or SAR with a lower exercise or base price, cash or a new award unless there is prior approval by our shareholders. Any other action that is deemed to be a repricing under any applicable rule of NASDAQ is prohibited unless there is prior approval by our shareholders.

The following table sets forth information as of December 31, 2021 with respect to our ordinary shares that are authorized for issuance under our equity incentive plans.


RESOLUTION 4

Equity Compensation Plan Information

Plan Category

  

Number of

securities to be

issued upon

exercise of

outstanding

options, warrants

and rights (1)(2)

   

Weighted average
exercise price  of
outstanding
options, warrants
and rights (1)(2)

   

Number of

securities

available for

future issuance

under equity

compensation

plans (excluding
securities reflected in
the first column)

 

  Equity compensation plans approved by security holders:

      

Liberty Global 2014 Incentive Plan (3):

      

Total ordinary shares available for issuance

       49,290,093 

Liberty Global Class A ordinary shares

   23,434,839   $27.08   

Liberty Global Class C ordinary shares

   52,078,380   $26.24   

Liberty Global 2014 Nonemployee Director Incentive Plan (4):

      

Total ordinary shares available for issuance

       7,678,752 

Liberty Global Class A ordinary shares

   525,142   $30.73   

Liberty Global Class C ordinary shares

   2,045,716   $25.80   

Liberty Global 2005 Incentive Plan (5):

      

Liberty Global Class A ordinary shares

   2,659,898   $28.15   

Liberty Global Class C ordinary shares

   7,858,498   $26.72   

Liberty Global 2005 Director Incentive Plan (5):

      

Liberty Global Class A ordinary shares

   55,376   $27.10   

Liberty Global Class C ordinary shares

   173,258   $25.61   

VM Incentive Plan (5):

      

Liberty Global Class A ordinary shares

   25,914   $24.49   

Liberty Global Class C ordinary shares

   879,039   $24.29   

  Equity compensation plans not approved by security holders:

      

None

   —      — 
  

 

 

     

 

 

 

  Totals:

      

Total ordinary shares available for issuance

       56,968,845 
      

 

 

 

Liberty Global Class A ordinary shares

   26,701,169     
  

 

 

     

Liberty Global Class C ordinary shares

   63,034,891     
  

 

 

     

(1)

This table includes (i) SARs and PSARs with respect to 22,650,134 and 3,455,102 Liberty Global Class A shares, respectively, and 53,058,054 and 6,910,208 Liberty Global Class C ordinary shares, respectively. Upon exercise, the appreciation of a SAR, which is the difference between the base price of the SAR and the then-market value of the respective underlying class of ordinary shares or in certain cases, if lower, a specified price, may be paid in shares of the applicable class of ordinary shares. Based upon the respective market prices of Liberty Global Class A and Class C ordinary shares at December 31, 2021 and excluding any related tax effects, 2,311,162 and 6,102,902 Liberty Global Class A and Liberty Global Class C ordinary shares, respectively, would have been issued if all outstanding and in-the-money SARs had been exercised on December 31, 2021. For further information, see note 15 to our consolidated financial statements.

4.(2)

In addition to the option, SAR and PSAR information included in this table, there are outstanding RSU and PSU awards under the various incentive plans with respect to an aggregate of 3,646,444 and 7,292,052, Liberty Global Class A and Liberty Global Class C ordinary shares, respectively.

(3)

The Liberty Global 2014 Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 155 million shares (of which no more than 50.25 million shares may consist of Class B shares), subject to anti-dilution adjustments. As of December 31, 2021, an aggregate of 49,290,093 ordinary shares were available for issuance pursuant to the incentive plan. For further information, see note 15 to our consolidated financial statements.

(4)

The Liberty Global 2014 Nonemployee Director Incentive Plan permits grants of, or with respect to, Liberty Global Class A, Class B, or Class C ordinary shares subject to a single aggregate limit of 10.5 million shares, subject to anti-dilution adjustments. As of December 31, 2021, an aggregate of 7,678,752 ordinary shares were available for issuance pursuant to the Liberty Global 2014 Nonemployee Director Incentive Plan. For further information, see note 15 to our consolidated financial statements.

(5)

On January 30, 2014, our shareholders approved the Liberty Global 2014 Incentive Plan and the Liberty Global 2014 Nonemployee Director Incentive Plan and, accordingly, no further awards will be granted under the Liberty Global 2005 Incentive Plan, the Liberty Global 2005 Director Incentive Plan or the VM Incentive Plan.

RESOLUTIONS 1, 2, 3 and 4

Election of Directors

1.

To elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2025 or until a successor in interest is appointed.

2.

To elect Marisa D. Drew as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2025 or until a successor in interest is appointed.

3.

To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2025 or until a successor in interest is appointed.

4.

To elect Daniel E. Sanchez as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2025 or until a successor in interest is appointed.

David E. Rapley, a Class III director, has chosen to retire from our board of directors, effective as of the 2022 AGM. Upon Mr. Rapley’s retirement, our board of directors will consist of eleven directors. Our other Class III directors, whose term will expire at the AGM, are Andrew J. Cole, Marisa D. Drew, Richard R. Green and Daniel E. Sanchez. These directors are nominated for re-election to our board to continue to serve as Class III directors, and we have been informed that each of them is willing to serve as a director of our company. The term of the Class III directors who are elected at the AGM will expire at the annual general meeting of our shareholders in the year 2025. Our Class I directors, whose term will expire at the annual general meeting of our shareholders in the year 2023, are Miranda Curtis, John W. Dick and J. David Wargo. Our Class II directors, whose term will expire at the annual general meeting of our shareholders in the year 2024 are Michael T. Fries, Paul A. Gould, John C. Malone and Larry E. Romrell.

If any nominee should decline re-election or should become unable to serve as a director of our company for any reason before re-election, a substitute nominee may be designated by our board of directors.

We provide biographical information with respect to the four nominees for election as directors and the seven directors of our company whose term of office will continue after the AGM, including the age of each person, the positions with our company or principal occupation of each person, individual skills and experiences, certain other directorships held and the year each person became a director of our company beginning on page 21. The number of our ordinary shares beneficially owned by each director, as of April 1, 2022, is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management—Security Ownership of Management. As indicated in the biographies, our board believes the skills and experiences of each of our nominees, as well as our other directors, qualify them to serve as one of our directors.

Vote and Recommendation

We have majority voting for the election of directors. When a quorum is present, the affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to elect Ms. Drew and Messrs. Cole, Green and Sanchez as Class III members of our board of directors, as provided in resolutions 1, 2, 3 and 4, respectively.

Our board of directors recommends a vote “FOR” the election of each nominee to our board of directors.

RESOLUTION 5

U.K. Advisory Vote on Director Compensation

5.

To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2015,2021, contained in Appendix A of this proxy statement (in accordance with requirements applicable to U.K. companies).

In accordance with the regulations promulgated under the Companies Act, we are providing our shareholders the opportunity to approve, on an advisory basis, the compensation paid to our directors for the year ended December 31, 2015.2021. The annual report on the implementation of the directors’ compensation policy is set forth in Appendix A to this proxy statement beginning on page A-4.A-3. In accordance with the Companies Act, the implementation of the directors’ compensation policy has been approved by and signed on behalf of our board and will be delivered to the Registrar of Companies in the U.K. following the AGM.

We are asking our shareholders to indicate their support for the compensation packages we provided in 20152021 as described in Appendix A under Annual Compensation Report.Report. This vote is not intended to address any specific item of the report but rather the overall compensation packages for our directors.

The board of directors and the compensation committee believe that the policies and procedures outlined in the Appendix A are effective in achieving our compensation objectives and serve to attract and retain high quality executive and non-executive

directors.

This vote is advisory and therefore is not binding on Liberty Global or our board of directors. The outcome of this advisory vote will not overrule any portion of the compensation packages made available to our directors in 20152021 and will not create or imply any additional fiduciary duties or change to the fiduciary duties of our board. However, we value the opinion of our shareholders, and our board will consider the outcome of the vote when making future compensation packages available to directors, including our executive director.

Vote and Recommendation

The affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 4.

5.

Our board of directors unanimously recommends a vote “FOR” the approval of resolution 4.5.


RESOLUTIONS 5, 6, 7 AND 7
8

Auditor Related Resolutions

6.
5.

To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2016.2022.

7.
6.

To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).

8.
7.

To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

As provided in its charter, the audit committee selects our independent auditor, approves in advance all auditing and permissible non-auditing services to be performed by our independent auditor and reviews the scope of our annual audit. The audit committee has evaluated the performance of KPMG LLP (U.S.) and has selected it as our independent auditor for the fiscal year ending December 31, 2016.2022. In addition to our independent auditor, as a U.K. company, we are also required to have a U.K. statutory auditor. Our board has selected KPMG LLP (U.K.), the U.K. affiliate of KPMG LLP (U.S.), to serve as our statutory auditors under the Companies Act. We are asking our shareholders to ratify the selection of KPMG LLP (U.S.) as our independent auditor and to appoint KMPG LLP (U.K.) as our U.K. statutory auditor.

Even if the selection of KPMG LLP (U.S.) is ratified, the audit committee of our board in its discretion may direct the appointment of a different U.S. independent accounting firm at any time during the year if our audit committee determines to make such a change. In the event our shareholders fail to ratify the selection of KPMG LLP (U.S.), our audit committee will consider whether to select other auditors for the year ending December 31, 2016.

2022.

In accordance with the Companies Act, our audit committee will approve,approves, on an annual basis, the fees paid to our U.K. statutory auditors after authorization by our shareholders. Therefore, we are asking our shareholders to authorize our audit committee to determine the fee to be paid KPMG LLP (U.K.) as our U.K. statutory auditors in accordance with the audit committee’s procedures and applicable law.

Representatives of KPMG LLP (U.S.) and KMPG LLP (U.K.) are expected to be present at the AGM, will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Vote and Recommendation

The affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 56 to ratify the selection of KPMG LLP (U.S.) as our independent auditors for the year ending December 31, 2016,2022, to approve resolution 67 to appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the Companies Act and to approve resolution 78 to authorize the audit committee to determine our U.K. statutory auditor’s fee.

Our board of directors recommends a vote “FOR” each of resolutions 5, 6, 7 and 7.

8.


Audit Fees and All Other Fees

The following table presents fees for professional audit services rendered by KPMG LLP and its international affiliates (including KPMG LLP (U.K.)) during the indicated periods for the audit of our consolidated financial statements and the separate financial statements of certain of our subsidiaries and for other services rendered by KPMG LLP and its international affiliates.

Fees billed in currencies other than U.S. dollars were translated into U.S. dollars at the average exchange rate in effect during the applicable year.

  Year ended December 31,
  2015 2014
  in thousands
     
Audit fees (1) $16,979
 $17,458
Audit related fees (2) 616
 378
Audit and audit related fees 17,595
 17,836
Tax fees (3) —
 35
All other services (4) 413
 497
Total fees $18,008
 $18,368
_______________

       Year ended December 31,     
   2021   2020 
   in thousands 

Audit fees (1)

   $      10,148    $      11,799 

Audit related fees (2)

   19    195 
  

 

 

   

 

 

 

Audit and audit related fees

  $10,167   $11,994 
  

 

 

   

 

 

 

(1)

Audit fees include fees for the audit and quarterly reviews of our 20152021 and 20142020 consolidated financial statements, audit of internal controls over financial reporting, statutory audits, audits required by covenants and fees billed in the respective periods for professional consultations with respect to accounting issues, offering memoranda, registration statement filings and issuanceissuances of consents.consent.

(2)Audit related

Audit-related fees for 20152021 and 2020 include fees for audit services performed in connection with the pending acquisition of CWC, which we are required to reimburse CWC for, accounting consultation services associated with the application of IFRS, internal control observationsSEC rules and recommendations associated with system implementations,regulations and other assurance and attestation services not required by statute or regulation. Audit related fees for 2014 include fees for accounting consultation services associated with the application of IFRS and the application of the new revenue recognition standard.

(3)Tax fees for 2014 include fees billed for tax compliance and consultations regarding the tax implications of certain transactions.
(4)All other services for 2015 include fees billed for services related to our additional network investment in the U.K., network security services, and environmental and sustainability services. All other services for 2014 include fees billed for network security services and enterprise risk observations and recommendations.

Our audit committee has considered whether the provision of services by KPMG LLP to our company other than auditing is compatible with KPMG LLP maintaining its independence and does not believe that the provision of such services is incompatible with KPMG LLP maintaining its independence. Our audit committee approved the provision of all the services described in the table above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Effective June 15, 2005, as amended and restated, our

Our audit committee adopted a policy regarding the pre-approval of all audit and certain permissible audit-related and non-audit services provided by our independent auditor. Pursuant to this policy, our audit committee has pre-approved the engagement of our independent auditor to provide:

audit services as specified in the policy, including (a) financial statement audits for us required by statute or regulatory authority, excluding the audit of our annual financial statements, (b) financial statement audits of our subsidiaries required by statute or regulatory authority, (c) services associated with registration statements, periodic reports and other documents filed with the SEC, such as consents, comfort letters and responses to comment letters, (d) attestations required by statute or regulatory authority and (e) consultations with management as to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory and standard setting bodies (when such consultations are considered “audit services” under the SEC rules promulgated pursuant to the Exchange Act);


audit-related services as specified in the policy, including (a) due diligence services relating to potential business acquisitions and dispositions, (b) financial statement audits of employee benefit plans, (c) consultations with management with respect to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory and standard setting bodies (when such consultations are considered “audit-related services” and not “audit services” under the SEC rules promulgated pursuant to the Exchange Act), (d) attestation services not required by statute or regulation, (e) closing balance sheet audits pertaining to dispositions, (f) assistance with implementation of the requirements of SEC, International Accounting Standards Board or Public Company Accounting Oversight Board rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act, (g) services associated with offering memoranda and other documents filed with, or required by, applicable regulators, such as consents, comfort letters and responses to comment letters, (h) internal control reviews and assistance with internal control reporting requirements and (i) financial statement audits of our subsidiaries and affiliates not required by statute or regulatory authority but required by contract or other internal reasons;

tax services as specified in the policy, including (a) planning, advice and compliance services in connection with the preparation and filing of U.S. federal, state, local or international taxes, (b) review or preparation of U.S. federal, state, local and international income, franchise and other tax returns, (c) assistance with tax audits and appeals before the IRS or similar local and foreign agencies,bodies, (d) tax advice regarding statutory, regulatory or administrative developments, (e) expatriate tax assistance and compliance, (f) mergers and acquisitions tax due diligence assistance and (g) tax advice and assistance regarding structuring of mergers and acquisitions; and

non-audit services as specified in the policy, currently limited to assistance with environmental and sustainability reporting.

Notwithstanding the foregoing general pre-approval, our audit committee approval is specifically required for (1) any individual project involving the provision of pre-approved audit and audit-related services that is expected to result in fees in excess of $150,000 and (2) any individual projects involving any other pre-approved service described above that is expected to result in fees in excess of $75,000. In addition, any engagement of our independent auditors for services other than the pre-approved services requires the specific approval of our audit committee. Our audit committee has delegated the authority for the foregoing approvals to its chairman, provided that the fees for any individual project for which such approval is requested are not, in the reasonable judgment of the chairman, likely to exceed $200,000. At each audit committee meeting, the chairman’s approval of services provided by our independent auditors is subject to disclosure to the entire audit committee. Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject to the prohibition imposed by Section 201 of the Sarbanes-Oxley Act.

All services provided by our independent auditor during 2021 were approved in accordance with the terms of the policy in place.

Audit Committee Report

The audit committee reviews Liberty Global’s financial reporting process on behalf of its board of directors. Management has primary responsibility for establishing and maintaining adequate internal controls, for preparing financial statements and for the public reporting process. Liberty Global’s independent auditor, KPMG LLP, is responsible for expressing opinions on the conformity of Liberty Global’s audited consolidated financial statements with accounting principles generally accepted in the U.S. (GAAP) and on the effectiveness of Liberty Global’s internal control over financial reporting.

The audit committee has reviewed and discussed with management and KPMG LLP, Liberty Global’s most recent audited consolidated financial statements, as well as management’s assessment of the effectiveness of Liberty Global’s internal control over financial reporting and KPMG LLP’s evaluation of the effectiveness of Liberty Global’s internal control over financial reporting. The audit committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 16 (Communications With Audit Committees), includingand the auditors’ judgment about the quality of Liberty Global’s accounting principles, as applied in its financial reporting.

SEC.

The audit committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board that relate to the auditors’ communications with the audit committee concerning independence from Liberty Global and its subsidiaries and has discussed with Liberty Global’s independent auditors their independence.


Based on the reviews and discussions referred to above, the audit committee recommended to Liberty Global’s board of directors that the audited financial statements be included in Liberty Global’s Annual Report on Form 10-K for the year ended December 31, 2015,2021, which is dated February 12, 2016 and was filed with the SEC on February 16, 2016.17, 2022 and amended on Form 10-K/A on March 30, 2022.

Submitted by the Members of the Audit Committee:

Miranda Curtis

John W. Dick

Paul A. Gould (chairman)

J. David Wargo

Submitted

RESOLUTION 9

U.K. Vote to Waive Preemptive Rights

9.

To empower Liberty Global’s board of directors generally, in accordance with section 570 of the Companies Act, to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authority conferred under section 551 of the Companies Act by resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, as if section 561(1) of the Companies Act did not apply to the allotment, provided that:

a.

this power is limited to the allotment of equity securities up to an aggregate nominal amount of 5% of aggregate nominal value of issued share capital; and

b.

unless previously renewed, varied or revoked by Liberty Global, this power will be effective until the date which is one year from the date of this resolution or at the end of the first annual general meeting of Liberty Global following the date of this resolution, whichever is sooner, save that Liberty Global’s board of directors may make offers or enter into agreements which would, or might, require equity securities to be allotted after its expiry and the directors may allot equity securities pursuant to such an offer or agreement as if this power had not expired.

This authority replaces all subsisting powers previously granted to Liberty Global’s board of directors for the purposes of section 570 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such powers.

Background—Preemptive Rights are Not Practical or Desirable for NASDAQ-listed Companies

This special resolution is atypical for NASDAQ-traded companies and U.S.-incorporated companies, as preemptive rights rarely apply to issuances of equity securities in the U.S. and for NASDAQ and NYSE-listed companies. As a NASDAQ-listed company, we believe that the custom and standards of NASDAQ should apply to our company to the extent consistent with our status as a company incorporated under the laws of England and Wales.

Preemptive rights require issuers to first offer newly-issued securities to existing equity shareholders in proportion to their holdings, unless the shareholders vote to waive those rights. As a result, preemptive rights can significantly reduce flexibility to use share capital to effect transactions or financings—it is customary for shareholders in England and Wales to waive the preemptive rights for large companies, but even if not waived, the method of issuing share capital in the U.K. is not as significantly impaired by the Membersexistence of preemptive rights as it is for a NASDAQ-listed company, where the existence of preemptive rights can impair the ability of the Audit Committee:company to timely file a registration statement or offering memorandum and effect an offering of shares. Consequently, preemptive rights are particularly unusual for large, publicly-traded companies.

Preemptive Rights Under the Companies Act

Under the Companies Act, the issuance of equity securities that are to be paid for wholly in cash (except shares held under an employees’ share scheme) must be offered first to the existing equity shareholders in proportion to their holdings, unless a special resolution (i.e., at least 75% of votes cast) has been passed at a general meeting disapplying such preemption. This resolution 9 therefore seeks to disapply preemption rights for cash issues of equity securities up to an aggregate nominal amount of $255,458 (being approximately 5% of aggregate nominal value of issued share capital as at March 31, 2022). Because each share has a nominal value of $0.01, the company would have the ability to issue up to 25,545,817 shares without preemption rights applying.

Our articles of association previously authorized our board of directors, for a period up to five years from February 24, 2015, to allot shares in Liberty Global and to grant rights to subscribe for or to convert or exchange

Miranda Curtis
John W. Dick
Paul A. Gould (chairman)
J. David Wargo

any security into shares of Liberty Global, for cash issues up to an aggregate nominal amount of $20.0 million, as if the rights of preemption applicable under the Companies Act did not apply. This authority expired on June 11, 2019 as a result of the passing of a resolution replacing it at the 2019 Annual General Meeting of the company, which authorized the allotment of equity securities up to an aggregate nominal amount of $20,000,000 (the 2019 Authority). The 2019 Authority will expire after a period of five years. For the purposes of section 570 of the Companies Act, the disapplication of preemption rights contained in this resolution 9 relates only to any allotment of equity securities under the power granted by the 2019 Authority.

Proposal—Limited Waiver

Our board of directors decided to seek a new disapplication of preemption rights to replace that prior authority but with a lower aggregate nominal value of $255,458, which is approximately 5% of the aggregate nominal value of the share capital issued as at March 31, 2022. The powers sought by this resolution 9 are in line with the 2015 Statement of Principles published by the Pre-Emption Group, the leading market guidance in the U.K. on the disapplication of preemption rights (and endorsed by the Investment Association).

If this resolution 9 is passed, it would allow our board of directors to allot shares in Liberty Global and to grant rights to subscribe for or to convert or exchange any security into shares of Liberty Global up to an aggregate nominal amount of $255,458 without first offering them to existing shareholders in proportion to their existing holdings. Resolution 9 will be required to be passed as a special resolution and, if passed, this power will expire, unless previously renewed, varied or revoked by Liberty Global at a general meeting, on the date which is one year from the date of the resolution granting the authority or, if sooner, of the first annual general meeting following the date of such resolution.

Summary

Shareholders previously voted to dis-apply preemptive rights for a period of up to one year, which will expire on the date of the AGM. This resolution 9 only disapplies preemptive rights for approximately 5% of the aggregate nominal value of the share capital issued as at March 31, 2022. Although the company has not had an equity issuance which would have triggered preemptive rights since becoming and England and Wales company, preemptive rights are not practical or sensible for a U.S. listed public company and should be dis-applied in order to allow the company flexibility to raise capital quickly.

Vote and Recommendation

The affirmative vote of at least 75% of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 9.

Our board of directors unanimously recommends a vote “FOR” resolution 9.


RESOLUTION 8


10

U.K. Resolution to Permit Political Contributions

10.
8.

To generally and unconditionally authorize Liberty Global and its subsidiaries (at any time during the period for which this resolution is effective) to make political donations andto political parties, independent election candidates and/or political organizations other than political parties and/or to incur political expenditures of up to $1,000,000 (in the aggregate for all such companies taken together) under section 366 of the U.K.Companies Act 2006.Act.

We are providing our shareholders with the opportunity to vote to authorize future political donations and expenditures by Liberty Global and its subsidiaries in accordance with Part 14 of

This resolution is required periodically under the Companies Act. Resolution 8Act and is customary for public limited companies incorporatedin the U.K. in order to be able to make contributions to political organizations, political parties, independent election candidates or to incur political expenditure. This authorization is not required for NASDAQ-listed or U.S.-incorporated companies. It is a special technical requirement of companies organized under the laws of England and Wales and is required as a matter of English law for Liberty Global or any of its subsidiaries to make contributions to political organizations, which is defined broadly under U.K. law. It is not otherwise required for companies incorporated in the U.S. or listed on NASDAQ.

Wales.

For purposes of this resolution, the terms “political donations”, “political parties”, “independent election candidates”, “political organizations” and “political expenditures” shall have the meanings given to them in Part 14 of the Companies Act.

Absent shareholder authorization obtained at a general meeting, Part 14 of the Companies Act restricts companies from incurringprohibits political expenditures or making political donations to political parties, other political organizations other than political parties and independent election candidates. However, political donations and expenditures are broadly defined in the Companies Act and normal expenditures, such as payments to organizations concerned with matters of public policy, law reform and representation of the business community, and business activities, such as communications with governmental organizations and political parties at the local, national or European level, could be construed as political donations or expenditures and fall within the restrictions of the Companies Act. Our code of business conduct prohibits the use of company funds and assets for political contributions to political parties, political party officials and candidates for office without our general counsel’s approval.

Because of the broad definitions of political donations and expenditures, we are seeking shareholder authorization to make political donations to political parties, political organizations (otherother than political parties)parties, independent election candidates and incur political expenditures in de minimis amounts as set forth below.to allow Liberty Global and its subsidiaries (at any time during the period for which this resolution is effective) to do so and to avoid the possibility of inadvertently breaching the provisions of Part 14 of the Companies Act. This resolution 10 does not purport to authorize any particular political donation or political expenditure but is expressed in general terms as required by the Companies Act and is intended to authorize normal business activities as described above, which could be considered political donations or expenditures subject to the Companies Act. If this resolution 10 is approved, our board of directors, in its sole discretion, will determine the timing, recipients and amount (subject to the limits below) of any political donation or political expenditure to be made or incurred, and any donations or expenditures that are made or incurred will remain subject to our code of business conduct.

It is proposed that Liberty Global and its subsidiaries (at any time during the period for which this resolution is effective) generally and unconditionally be authorized for purposes of Part 14 of the Companies Act to make or incur payments not to exceed $1.0 million in the aggregate for all such companies for political donations (including donations to political parties, political organizations other than political parties and political parties)independent election candidates) and political expenditures, during the period beginning on the date of the passing of this resolution and expiring at the next annual general meeting of Liberty Global. The maximum amount referred to in this paragraph may comprise sums in different currencies, which shall be converted at such rate as the directors of Liberty Global may in their absolute discretion determine to be appropriate.

The company is evaluating a potential donation

Given recent events in Europe, and the U.K. in particular, concerning issues such as the independence vote in Scotland, the U.K. citizens’ vote in favor of up to £500,000 toan exit from the In Campaign Limited, which runs Britain Stronger in Europe. This is a campaignE.U. (Brexit), subsequent decisions in the U.K. supporting a favorable vote and the impact of Brexit on our U.K., Irish and continental European operations, the company believes that although we have limited history of making political contributions or lobbying, it may make good business sense

to remainhave the flexibility to respond to political issues in the European Unioncountries in which we do business. Consequently, having some reasonable ability to make a political contribution may help achieve outcomes favorable to the June 2016 U.K. referendum on whethercompany. In 2021, the U.K. should leave the European Union.company did not use this authority for any political contributions.

Our board of directors has no present intention to make political donations or incur political expenditure, as those expressions are commonly understood, but Liberty Global believes that it may be appropriateis in the interests of shareholders for our board of directors to have flexibility to make asuch donation of this nature given the uncertain political and macro-economic impact that a U.K. exit from the European Union could have on businesses and consumers. Any donation in this regard would be subject to approvaland/or incur such expenditure if approved by the Liberty Global board of directors.

Any political donation or political expenditure made or incurred under the authority of this resolution 10 will be disclosed in the annual report and accounts for the relevant financial year.

Vote and Recommendation

The affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to approve resolution 810 to authorize Liberty Global and its subsidiaries (at any time during the period for which this resolution is effective), under Part 14 of the Companies Act, to make or incur payments or donations not to exceed $1.0 million in the aggregate for all such companies’ political donations and political expenditure (as provided under Part 14 of the Companies Act) during the period beginning on the date of the passing of this resolution and expiring at the next annual general meeting of Liberty Global.

Our board of directors unanimously recommends a vote “FOR” resolution 8.10.


INCENTIVE PLANS
RESOLUTION 11

In January 2014,Authorize Share Buybacks

11.

To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2022 AGM.

Once approved, this authority replaces all subsisting powers previously granted to all or any of Liberty Global’s board of directors and senior officers which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any purchases of ordinary shares in the capital of Liberty Global already made or agreed to be made under such powers.

As a company organized under the laws of England and Wales, we are not permitted to repurchase our equity securities on NASDAQ unless the exact form of share repurchase agreement and the exact parties to those agreements are approved by shareholders. The approvals, if granted, will be valid for five years.

We approved the form of our share repurchase agreements and the list of potential counterparties at the 2021 AGM, and these form agreements have not changed. However, we believe the share buyback programs are sufficiently important for our shareholders that we should approve these programs every year to provide a rolling “evergreen” five-year validity, as many English companies do.

We are asking you to approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire onthe 2014 Incentive Planfifth anniversary of the 2022 AGM.

Liberty Global is focused on delivering long-term value creation for shareholders through organic growth, disciplined and opportunistic mergers, acquisitions and dispositions in combination with a levered-equity capital structure. A core part of this levered-equity approach is returning capital to shareholders through share repurchases. We have undertaken various forms of share repurchases since our predecessor LGI was established in 2005, and we anticipate that share repurchases will remain a core pillar of our long-term value creation strategy. Under the 2014 Director Plan (collectively,Companies Act, we are prohibited from purchasing our shares unless such purchases have been approved by our shareholders. Shareholders may approve two different types of such share purchases: “on-market” purchases or “off-market” purchases. “On-market” purchases may only be made on a “recognized investment exchange”, as defined in Section 693(5) of the Companies Act which does not include NASDAQ, the only exchange on which our shares are traded. As such, we may only conduct “off-market”2014 Plans). In February 2015, purchases pursuant to a form of share repurchase contract that has been approved by our shareholders. Since becoming a U.K. incorporated company, we have sought, from time to time, shareholder approvals for buyback resolutions when the terms or identity of our counterparties have changed and our shareholders also approvedgranted such an amendmentapproval at our 2021 AGM. Shareholder authorization for share purchases may only be for a maximum period of up to five years.

Our share repurchases generally may be effected through “off-market” share repurchases, including (i) pursuant to Rule 10b5-1 and Rule 10b-18 plans; (ii) accelerated share repurchase programs; (iii) block trades with specified shareholders; and (iv) public self-tender offers, including fixed-price and Dutch auction tender offers, in each case, with the 2014 Incentive Planassistance of investment banks as counterparties. U.S. incorporated, NASDAQ-listed companies generally do not need to permit sub-plansobtain shareholder approval for the purposesimilar transactions. Our board of offering employees of certain of our operations the opportunity to participate in a save as you earn option scheme by applying for options to purchase Liberty Global Class C shares at a discount. A maximum of 500,000 Liberty Global Class C shares of the total shares available for grant under the 2014 Incentive Plan has been allocated for these sub-plans. Indirectors may authorize any, all other cases, we may generally grant non-qualified share options, SARs, restricted shares, RSUs, cash awards, performance awards or any combinationnone of the foregoing share repurchase transactions, and the terms and conditions of any repurchase, including the timing, manner, quantum and other terms, will be undertaken in accordance with the New Master Put/Call Agreements (as defined below) and applicable law.

During the five-year share repurchase period contemplated by this resolution 11, our board of directors may determine, within the limits set forth by the share buyback authorization and in accordance with applicable law, the manner, timing and conditions, including amounts involved, of any share repurchases by establishing specific share repurchase programs (e.g., Rule 10b5-1 and/or Rule 10b-18 plans), accelerated share repurchases, block trades and/or self-tender offers. Any such share repurchases will depend on a variety of elements, including Liberty Global’s business plans, financial performance and market conditions, and they will be subject to applicable corporate laws, securities laws and stock exchange rules. There cannot be any assurance as to the timing or volume of shares, if any, ultimately repurchased under eitherany share repurchase transaction. Our board of directors believes that the proposed share repurchase resolution constitutes an additional instrument for capital allocation and reflects its confidence in the fundamentals and long-term outlook of Liberty Global, while providing additional flexibility to manage capital and generate value for shareholders.

Further details of any proposed share repurchase transactions, including detailed terms and conditions, a precise price range, volume and participant instructions, will be sent to shareholders if our board of directors determines to undertake any such transaction. At such time, shareholders will be able to choose whether they wish to participate.

Our shareholders approved our existing form of Master Put/Call Agreements (Existing Master Put/Call Agreements) and counterparties at our 2021 AGM through which some of our “off-market” share repurchases are conducted. The proposed new Master Put/Call Agreements (New Master Put/Call Agreements) are substantially similar to the Existing Master Put/Call Agreements that we currently have in place, but we are seeking to enter into these incentive plans. OrdinaryNew Master Put/Call Agreements to enable us to supplement our existing program on the basis that, over time, share repurchases will be done under the New Master Put/Call Agreements rather than the Existing Master Put/Call Agreements.

Each New Master Put/Call Agreement grants to the counterparty thereto the option to require our company to purchase, and grants to us the option to require the counterparty to sell, shares issuableof Liberty Global owned by it in consideration of the payment by us to the counterparty of an amount in cash, which may include a premium over the price paid by such counterparty for such shares. Each New Master Put/Call Agreement permits multiple exercises of the options granted pursuant to awards madeit.

Under the Companies Act, any shares owned by the counterparty pursuant to the New Master Put/Call Agreements being voted upon cannot be counted towards determining whether the resolution approving the New Master Put/Call Agreements has been passed.

We may only enter into New Master Put/Call Agreements with counterparties approved by our shareholders. We, therefore, are seeking approval to conduct repurchases through the following counterparties and their controlled affiliates from time to time:

Bank of America N.A.

Credit Suisse Capital LLC

Barclays Capital Inc.

Goldman Sachs & Co. LLC

Barclays Bank Plc

Goldman Sachs Financial Markets, L.P.

BofA Securities Inc.

Goldman Sachs International

Citibank, N.A.

HSBC Securities (USA) Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities, LLC

Credit Suisse AG, Dublin Branch

JPMorgan Chase Bank, National Association London Branch

Credit Suisse Securities (USA) LLC

Merrill Lynch, Pierce, Fenner & Smith Inc.

Credit Suisse International

Approval of the New Master Put/Call Agreements and counterparties is not an approval of any specific share repurchase program or transaction or the amount or timing of any repurchase activity. There can be no assurance that we will continue to repurchase any of our shares or as to the amount of any such repurchases.

If this resolution 11 is approved, we may repurchase shares, via “off-market” share repurchases, including but not limited to, pursuant to (i) Rule 10b5-1 and/or Rule 10b-18 plans; (ii) accelerated share repurchase programs; (iii) block trades with specified shareholders; and (iv) public self-tender offers, including fixed price and Dutch auction tender offers, in each case, with the assistance of investment banks as counterparties pursuant to the New Master Put/Call Agreements with the approved counterparties until the fifth anniversary of the 2022 AGM.

If this resolution 11 is not approved, we will, to the extent possible, continue to repurchase shares under our currently approved forms of contracts with approved counterparties until the 2014 Plansexpiration of that approval. Market conditions, execution mechanics and standards of terms change over time and the existing arrangements under our Existing Master Put/Call Agreements may not be sufficient to effect efficient share repurchases. In such a situation, in order to continue repurchasing shares we may be required to seek shareholder approval of the form of contract and counterparties at a future general meeting.

Copies of the New Master Put/Call Agreements will be made available from either authorized but unissued shares or shares that have been issued but reacquiredfor inspection by our company. These awards may be grantedshareholders at or above fair value in any class of our ordinary shares. The maximum number of ordinary shares of Liberty Global with respect to which awards may be issued underGlobal’s registered office at Griffin House, 161 Hammersmith Rd, London W6 8BS, United Kingdom for the 2014 Incentive Plan andperiod from the 2014 Director Plandate that is 105 million (of which no more than 50.25 million shares may consist of Class B ordinary shares) and 10.5 million, respectively, in each case, subject to anti-dilution and other adjustment provisions in the respective plan. As of December 31, 2015, the 2014 Incentive Plan and the 2014 Director Plan had 84,782,474 and 10,120,239 ordinary shares available for grant, respectively. No further awards will be granted under the 2005 Incentive Plan, the 2005 Director Plan or the Virgin Media 2010 Incentive Plan.

Awards under the 2005 Incentive Plan and the 2005 Director Plan issued prior to June 2005 are fully vested and expire 10 years after the grant date. In connection with the acquisition of Virgin Media in 2013, we assumed the Virgin Media 2010 Incentive Plan. Awards under the Virgin Media 2010 Incentive Plan issued prior to June 7, 2013 have a 10-year term and become fully exercisable within five years of continued employment. Certain performance-based awards that were granted during the first quarter of 2013 were canceled upon completion of the acquisition of Virgin Media. These canceled awards were subsequently replaced by PSUs that were granted under the Virgin Media 2010 Incentive Plan on June 24, 2013. For the remaining performance-based awards that were outstanding prior to June 7, 2013, the performance objectives lapsed upon the completion of the acquisition and such awards vest on the third anniversary of the grant date.
Awards (other than performance-based awards) under the 2014 Incentive Plan, the 2005 Incentive Plan and the Virgin Media 2010 Incentive Plan issued after June 7, 2013 generally (1) vest 12.5% on the six month anniversary of the grant date and then vest at a rate of 6.25% each quarter thereafter and (2) expire seven years after the grant date. Awards (other than RSUs) issued after June 2005 and before June 2013 under the 2005 Director Plan generally vest in three equal annual installments, provided the director continues to serve as director immediately15 days prior to the vesting date,2022 AGM and expire 10 years after the grant date. Awards (other than restricted shares and RSUs) issued in June 2013 under the 2005 Director Plan and thereafter under the 2014 Director Plan have the same terms as the prior awards, except they expire seven years after the grant date. Restricted shares and RSUs vestending on the date of the first annual general meeting2022 AGM. Copies of shareholders following the grant date. These awards mayNew Master Put/Call Agreements will also be grantedavailable for inspection at or above fair value in any classthe 2022 AGM.

Vote and Recommendation

The affirmative vote of ordinary shares, except for shares acquired under a sharesave plan available to Virgin Media employees. On February 24, 2015, our shareholders approved amendments tosimple majority of the 2014 Incentive Plan to permitvotes cast by the grant to employeesholders of our subsidiary Virgin Media of optionsvoting shares (voting together as a single class) is required to acquire our Liberty Global Class C shares at a discount to the market value of such shares.

Although the 2014 Plans do not prohibit our compensation committee orapprove resolution 11.

Our board of directors without prior shareholder approval, from repricing outstanding options or SARs, it is our policy that, except for anti-dilution adjustments provided by the 2014 Plans in connection with corporate transactions, the exercise or base price of ordinary shares for any outstanding option or SAR granted under the 2014 Plans will not be decreased after the date of grant nor will an outstanding option or SAR granted under the 2014 Plans be surrendered to our company as consideration for the grant ofunanimously recommends a new option or SAR with a lower exercise or base price, cash or a new award unless there is prior approval by our shareholders. Any other action that is deemed to be a repricing under any applicable rule of NASDAQ shall be prohibited unless there is prior approval by our shareholders.vote “FOR” resolution 11.


CERTAIN TRANSACTIONS

Under our corporate governance guidelines, if a director has an actual or potential conflict of interest (which includes being a party to a proposed related party transaction), the director must promptly inform our CEO and the chair of our audit committee or the chair of our nominating and corporate governance committee if the chair of the audit committee is the conflicted director. All directors must recuse themselves from any discussion or decision that involves or affects their personal, business or professional interests. Also, under our corporate governance guidelines, an independent committee of our board will resolve any conflict of interest issue involving a director, our CEO or any other executive officer. No related party transaction (as defined by Item 404(a) of Regulation S-K promulgated by the SEC) may be effected without the approval of such independent committee. When the potential conflict or transaction involves an executive officer, the audit committee is the independent committee charged by our corporate governance guidelines with this duty. When the potential conflict or transaction involves a director, a committee of the disinterested independent directors is the independent committee charged by our corporate governance guidelines with this duty.

Certain Relationships

Charitable Foundation

In 2015,2021, we and certain of our other subsidiaries contributed an aggregate of £1,150,850 ($1,758,338£1,046,215($1,438,887 based on the 20152021 average exchange rate) ofin cash to the Lessons for Life Foundation U.K.,Street Child, an independent educational charity organized in accordance with the non-profit laws of England. Included in such cash contribution was €1,000,000 ($1,110,013 based on the 2015 average exchange rate) in contributions made by us pursuant to an agreement dated November 18, 2014, between us andOn April 1, 2019, Lessons for Life Foundation U.K. Also, pursuantmerged with Street Child U.K., a charity organized in accordance with the non-profit laws of England. Street Child U.K. partners with local organizations and communities to such agreement,increase education, child protection and livelihood support to address the social, economic and structural issues that underpin today’s education and poverty crisis. In 2021, we also contributed in-kind services, directly orand indirectly, to Lessons for Life Foundation U.K. forand Street Child U.K. with an aggregate value of €200,000£52,192 ($222,00371,781 based on the 20152021 average exchange rate). During 2021, Lessons for Life Foundation U.K., and Lessons for Life Foundation IE and Lessons for Life Foundation U.S. arewere each an independent charity organized in accordance with the non-profit laws of their respective countries. The focuspurpose of the Lessons for Life FoundationsStreet Child is to provide scholarships for AIDS orphansensure that children living in Africa. Mr. Bracken, an NEO,low resource environments and five otheremergencies are safe, in school and learning. As of December 31, 2021, four employees of our company are trustees of the Lessons for Life FoundationStreet Child U.K. Mr. Fries, our chief executive officer and president, and Ms. Blair, our senior vice president and chief people officer, are trustees of the Lessons for Life Foundation U.S. The trustees do not receive any compensation for their involvement with any of the Foundations.charities described above. As part of our charitable giving program, we are supportive of the goals and objectives of the Lessons for Life Foundations.

Other
Amy M. Blair is also the spouse of our named executive officer Bernard G. Dvorak. Ms. BlairFoundations and Mr. Dvorak were each officers of our company prior to their marriage. As an officer, Ms. Blair receives an annual salary and is a participant in all programs available to members of our senior management team, including the potential for an annual cash performance award, performance-based and other equity incentive awards and benefits. As with all members of our senior management team, Ms. Blair’s salary, cash performance awards and equity incentive awards are reviewed and approved by our compensation committee. Ms. Blair’s salary and cash performance award for 2015 was approximately $1,352,131 (including amounts Ms. Blair elected to defer under the Deferred Compensation Plan). Each year, pursuant to her equity-related compensation, she may vest in equity and receive grants of new equity awards, subject to the review and approval of our compensation committee.
CWC Proposed Acquisition
On November 16, 2015, we announced, pursuant to Rule 2.7 of thesuccessor, Street Child U.K. City Code on Takeovers and Mergers, the terms of a recommended acquisition of CWC for shares of Liberty Global in a scheme of arrangement. CWC offers integrated telecommunications-based services in over 40 countries located primarily in Latin America and the Caribbean. Under the terms of the transaction, CWC shareholders will be entitled to receive up to, in the aggregate: 31,651,616 Liberty Global Class A shares, 77,488,978 Liberty Global Class C shares, 3,648,524 LiLAC Class A shares and 8,939,328 LiLAC Class C shares. Further, CWC shareholders would be entitled to receive a special dividend in the amount of £0.03 ($0.04) per CWC share at the closing of the transaction, which would be in lieu of any previously announced CWC dividend. Although Liberty Global shareholder approval has been received, completion of the acquisition, which is expected to occur mid-May 2016, is subject to, among other conditions, approval by CWC shareholders and court sanction of the scheme of arrangement. In connection with this proposed acquisition,we will be acquiring shares of CWC held by Columbus Holding LLC, which is controlled by our director and chairman of the board, John C. Malone. Such shares represent approximately 13% of the outstanding shares of CWC. Management believes that the terms and conditions of this transaction are no more favorable to Mr. Malone than any other CWC shareholder.


SHAREHOLDER RESOLUTIONS

We currently expect that our annual general meeting of shareholders for the calendar year 20172023 AGM will be held during the second quarter of 20172023 in London, England. Shareholders, who, in accordance with Rule 14a-8 under the Exchange Act, wish to present a resolution for inclusion in the proxy materials for the 20172023 annual general meeting, must submit their resolution in writing to our Corporate Secretary, and the resolution must be received at our executive offices at 161 Hammersmith Road, London W6 8BS, U.K., by the close of business on January 2, 2017.6, 2023. In accordance with our articles of association, shareholders who wish to nominate a candidate as a director or bring a resolution not pursuant to Rule 14a-8 before the 2017 annual general meeting2023 AGM must submit their written notice of the matter to our executive offices at the foregoing address on or following February 16, 2017,15, 2023, and before the close of business on March 17, 2017,2023, or such later date as may be determined and announced in connection with the actual scheduling of the annual general meeting.

2023 AGM.

All shareholder resolutions for inclusion in our proxy materials will be subject to the requirements of the proxy rules adopted under the Exchange Act and, as with any shareholder resolution (regardless of whether it is included in our proxy materials), our articles of association and the laws of England and Wales.

SHAREHOLDER RIGHTS

Shareholders should note that, on a request made by shareholders of Liberty Global under Section 527 of the Companies Act, we may be required to publish on a website a statement setting out any matter relating to: (1) the audit of our accounts (including the auditors’ report and the conduct of the audit) that are to be laid before the AGM for the financial year endingended December 31, 2015;2021; or (2) any circumstance connected with an auditor of Liberty Global ceasing to hold office since the previous meeting at which annual accounts and reports were laid. We cannot require the shareholders requesting any such website publication to pay our expenses in complying with Sections 527 or 528 (requirements as to website availability) of the Companies Act. Where we are required to place a statement on a website under Section 527 of the Companies Act, we must forward the statement to our auditor not later than the time when we make the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that we have been required under Section 527 of the Companies Act to publish on a website.

FINANCIAL REPORTING STANDARDS

We prepare our consolidated financial statements included in the U.K. Report and Accounts in accordance with GAAP,IFRS, as permittedrequired by the Companies Act to the extent that those principles do not contravene with any provisions of the Companies Act. For more information about the preparation of our consolidated financial statements included in the U.K. Report and Accounts, see note 1 to our consolidated financial statements included in the U.K. Report and Accounts.


APPENDIX A

DIRECTORS’ REMUNERATION REPORT

In this Directors’ Remuneration Report, the terms “we”, “our”, “our company” and “us” or similar references may refer as the context requires, to Liberty Global or its predecessor LGI. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the proxy statement. Similar to the proxy statement, unless otherwise indicated, information presented herein with respect to equity awards granted prior to July 1, 2015 has been adjusted to give effect to modifications that were implemented by the compensation committee in connection with the LiLAC Transaction.

Annual Statement of the Chairman of the Compensation Committee

Background—U.S. and U.K. laws apply

This Directors’ Remuneration Report is being delivered to you in customary form for companies organized under the laws of England & Wales. This Report sets out relevant disclosures in relation to directors’ remuneration for the year ended December 31, 2021. The relevant sections of the Report have been audited by our company’s auditors, KPMG LLP.

As a NASDAQ-listed company, we prepared our proxy statement for the AGM in accordance with the disclosure requirements of the SEC rules and regulations. Pursuant to these rules and regulations, you will find our compensation discussion and analysis report (the CD&A) in the proxy statement. The CD&A givessets forth our overall philosophy regarding compensation of our executive officers. In addition to the SEC requirements, as a U.K. public limited company organized under the laws of England & Wales, we are also subject to the Companies Act and the regulations promulgated thereunder. Under thethese U.K. laws and regulations we are required to have a Directors’ Remuneration Report approved by our shareholders. The Directors’ Remuneration Report consists of a directors’ compensation policy and an annual compensation report on the implementation of the directors’ compensation policy. Pursuant to these regulations, our annual compensation report on the implementation of the directors’ compensation policy for the year 2015,ended December 31, 2021 follows this Annual Statement.

At the annual general meeting held on June 26, 2014, our shareholders approved the directors’

Statement

Our company’s compensation policy, which included the compensation payable to our executive director under the Fries Agreement. The directors’ compensation policy will be in effect until a new policy is submitted for approval at the annual general meeting to be held in 2017, unless an earlier amendment by shareholders is required. To simplify our Directors’ Remuneration Report, we have elected to not repeat our directors’ compensation policy in this Report, which is available in Appendix A of our 2014 proxy statement on Schedule 14A filed with the SEC at www.sec.gov arrangements, planning and on our website at www.libertyglobal.com.

The directors’ compensation policy applies to our CEO, who is also an executive director and referred tostructure are all described in the Directors’ Remuneration Report as an “executive director”, and our nonemployee directors, including our chairman, whoCD&A section of this proxy statement—you are referred to in the Directors’ Remuneration Report as “non-executive directors”. Many aspects of the directors’ compensation policy are set forth in the CD&A and the —Directors Compensationthat section of the proxy statement for the AGM.a full discussion. The CD&A is incorporated by reference into this Directors’ Remuneration ReportReport. Highlights of our business performance in 2021 are also set forth in this proxy statement preceding the CD&A. In this report, we set forth some specific, additional disclosure regarding director compensation as required by relevant U.K. laws and should be readregulations.

Directors’ Compensation Policy

In 2021, the fees payable to our non-executive directors, as set in conjunction with2019, remained the annualsame. Further information on director compensation report. In 2014, withis set forth under Executive Officers and Directors Compensation—Director Compensation of the proxy statement.

With respect to our CEO, Mr. Fries, who is also the compensation forVice Chairman of our board of directors and is considered our executive director, the principal compensation committee approvedmatters in 2021 were as follows:

(i)

At Mr. Fries’ direction, he did not receive a salary increase in 2021, and as a result, his salary remained unchanged at $2,563,000. In 2020, Mr. Fries donated approximately $1 million of his salary to the company’s COVID-19 relief fund.

(ii)

Our CEO had an annual bonus target of $15.5 million pursuant to his employment agreement and the annual bonus plan in respect of 2021 performance. In recognition of our company’s performance in 2021 and pursuant to the terms of the annual bonus plan, the compensation committee determined that Mr. Fries over-performed on his individual objectives, but at Mr. Fries’ direction, the committee was asked to allocate a portion of his additional earned bonus amount to other executives in the

executive leadership team. Accordingly, the compensation committee paid the 2021 bonus award at 110% to Mr. Fries in March 2022 under the bonus plan. For calendar year 2021, the compensation committee determined as a general matter that any over-performance of target bonus for our CEO and other executives and employees would be paid in company shares in lieu of cash, and therefore, Mr. Fries received a portion of his 2021 annual bonus payout in Class B shares of the company.

(iii)

In April 2021, we established a new three-year, long-term incentive plan covering the three-year period ending May 1, 2024 (2021-2022 LTIP) for our CEO and other senior executives, with the objectives of amplifying the risk/reward nature of the long-term incentive grant and further aligning the CEO’s reward to shareholder interests, namely share price appreciation.

The 2021-2022 LTIP for our CEO included a single, combined grant made in April 2021 for his regular annual long-term incentive target value for 2021 plus 90% of his annual long-term incentive target value for 2022. The remaining 10% of his 2022 target long-term incentive value was granted in the Fries Agreement2022 Ventures Incentive Plan (VIP). For a summaryThe combined long-term target value for 2021 and 2022 for our CEO is $39.5 million pursuant to his employment agreement. No other grants will be made to our CEO in 2022 under the 2021-2022 LTIP.

The 2021-2022 LTIP grant for our CEO was allocated 90% in SARs, which do not pay out unless the company’s share prices increase above the award strike prices, and 10% in the company’s new VIP, which is dependent on the three-year performance of our increasingly significant Ventures portfolio. The details of the Fries Agreement, see Employment and Other Agreements2021-2022 LTIP are further described under 2021-2022 Long-Term Incentive Plan in the proxy statement.

In 2015, our company exceeded the minimum thresholds for budgeted revenue growth and OFCF growth that were required to be met for payment of any portionCD&A section of the annual bonus. In recognition of this performance and pursuantproxy statement.

(iv)

With respect the 2019 Challenge Grant, our multi-year performance award for our CEO and other executives and key company employees granted in 2019 and covering the three-year performance period through year-end 2021, the compensation committee determined that the performance criteria was achieved at 100%. This resulted in our CEO earning 100% of his target 2019 Challenge Grant awards payable in RSUs and SARs, subject to continued employment on the March 2022 vesting date.

Further details on the terms of the annual bonus plan, theabove compensation committee approved an annual bonus award for our executive director of 82.3% of his target annual bonus award. With respect to our multi-year incentive awards of 2014 PSUs, the compensation committee determined that our company met or exceeded the objectives set by the compensation committee for the two-year performance period ended December 31, 2015. Our company achieved OCF growth (as adjusted in accordance with the 2014 PSUs grant agreements) of 101.8% of the performance target over the two-year period, resulting in our executive director earning 103.6% of his 2014 target PSUs, subject to continued employment to the vesting dates. Further information on these awards and the changes in our compensation program described abovecomponents are set out in the annual compensation report and under —Elements of Our Compensation Packages—Equity Incentive AwardsPackages of the CD&A.

The Directors’ Remuneration Report demonstratesand other sections of this proxy statement describe in detail how much of our executive director is earning and how hisCEO’s compensation is linked substantiallyperformance-based and is aligned with our shareholders.

Lastly, please refer to the performancedisclosure in —Board and Committees of the Board of this proxy statement for detailed discussion on the governance of our companycompensation committee, the board of directors and in turn growth in shareholder value. Our total shareholder return graph, which shows a seven-year return of over 250% with respect to our Liberty Global Class A shares, is included in the Directors’ Remuneration Report under Annual Compensation Report—Past Performance—Total Shareholder Return Graphs below.

JC Sparkman
its other committees.

Larry E. Romrell

Chairman of the Compensation Committee


Consideration of Shareholder Views

At the annual general meeting held on June 26, 2014,2020 AGM, our shareholders representing at least a majority of our shares entitled to vote and present at such meeting approved our directors’ compensation policy (as required under the Companies Act), which included the compensation payable to our executive director pursuant to the terms of the Fries Agreement, and approved on an advisory basis the compensation of our NEOs (as determined pursuant(pursuant to applicable SEC regulations), as disclosed in the proxy statement for such annual general meeting.. In addition, most recently at the annual general meeting held on June 25, 2015,2021 AGM, our shareholders representing at least a majority of our shares entitled to vote and present at such meeting approved, on an advisory basis, our 2014 annual report on the implementation of the directors’ compensation reportpolicy for the year ended December 31, 2020 (as required under the Companies Act), which included the compensation paid to our executive director in 2014. As a result, thedirector. The compensation committee will maintainis maintaining the overall shareholder-approved compensation programpolicy for our non-executive directors and for our executive director with certain modificationsthe underlying details and modification consistent with the policy as described in the CD&A and for our non-executive directors.&A.

The voting results on the relevant compensation matters presented at the 2014previous annual general meetingmeetings were as follows:

The directors’ compensation policy was approved by a binding vote of a majority of the votes cast:
  For Against
     
Total Votes Cast 203,849,669 70,874,020
% of Votes Cast 74.20% 25.80%
The compensation of our NEOs, including the CD&A, was approved on an advisory basis by a vote of a majority of the votes cast:
  For Against
     
Total Votes Cast 167,760,857 105,602,214
% of Votes Cast 61.37% 38.63%
The voting results on the matter presented at the 2015 annual general meeting were as follows:
The annual compensation report for the fiscal year 2014 was approved on an advisory basis by a vote of a majority of the votes cast:
  For Against
     
Total Votes Cast 176,387,612 130,260,574
% of Votes Cast 57.52% 42.48%

(a)

The directors’ compensation policy was approved at the 2020 AGM by a binding vote of a majority of the votes cast:

   For   Against   Abstained 

Total Votes Cast

   175,762,447    86,746,035    10,075,937 

% of Votes Cast

   64%    32%    4% 

(b)

The compensation of our NEOs, including the CD&A, was approved at the 2020 AGM on an advisory basis by a vote of a majority of the votes cast:

   For   Against   Abstained 

Total Votes Cast

   170,232,934    91,909,616    10,441,869 

% of Votes Cast

   62%    34%    4% 

(c)

Most recently, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2020 was approved at the 2021 AGM on an advisory basis by a vote of a majority of the votes cast:

   For   Against   Abstained 

Total Votes Cast

   167,001,049    101,330,679    2,815,687 

% of Votes Cast

   62%    37%    1% 

The following Annual Compensation Report explains how we implemented the directors’ compensation policy in 2015.
Annual Compensation Report

The members of our compensation committee are John P.Andrew J. Cole, Jr.,Paul A. Gould, Richard R. Green and Larry E. Romrell and JC Sparkman (chairman). The chairman of our compensation committee reports to our board of directors on annual compensation decisions and on the administration of existing programs and the development of new programs. The members of our compensation committee are “independent directors” (as defined under the NASDAQ Stock Market rules), “non-employee and “non-employee directors” (as defined in Rule 16b-3 under the Exchange Act) and “outside directors” (as defined in Section 162(m) of the Code).

The compensation committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The responsibilities of the compensation committee are more fully described in its charter, which is available on our website at www.libertyglobal.com. In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the compensation committee’s own evaluation of our company and the performance of our executive officers. From time to time, however, the compensation committee will retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. In 2015,2021, the compensation committee did not retain any such consultants or advisors.


All compensation decisions with respect to our executive director and the chairman of our board are made by our compensation committee. Decisions with respect to our executive director’s compensation are made in private sessions of the compensation committee without the presence of management. With the assistance of our Human Resources and Legal Departments,departments, our executive director is involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee, for its consideration, data andvarious legal, tax and accounting analyses relevant to compensation and benefit decisions.

The compensation committee’s approach to equity incentive awards for our executive director places a significant emphasis on performance-based equity awards. Since 2010, the compensation committee’s approach has been to set a target annual equity value for each executive officer, of which approximately two-thirds would be delivered in the form of an annual award of PSUs, which if earned convert to time-vested RSUs, and approximately one-third in the form of an annual award of time-vested SARs. In 2015, the compensation committee followed this approach.

Below is the annual compensation report on our directors’ compensation for the year-ended December 31, 2015.2021. Pursuant to the requirements of the Companies Act, portions of this report have been audited by our U.K. auditors, KPMG LLP (U.K.) as indicated.


Single Total Figure of Compensation for Directors (Audited)

Below is the compensation earned by each of our directors in 20152021 and 2014.2020, which is provided in the format required by applicable U.K. regulations. The values reflected in the Long-Term Performance Awards column and the SAR/Option Awards column are based on market prices as described in footnotes 3 and 4 below andfor specific dates (and not grant date fair values.

Director Year Fees and Salary ($) Taxable Benefits ($)(1) 
Annual Performance Awards
($)(2)
 
Long-Term Performance Awards
($)(3)
 
SAR/Option Awards
($)(4)
 Commit-ment Bonus ($)(5) 
Pension
($)(6)
 Total ($)
Executive                    
Michael T. Fries 2015 2,115,000
(7) 889,710
 6,991,000
 10,563,783
  9,103,052
 —
 —
 29,662,545
  2014 1,863,462
  1,231,800
 7,846,000
 107,429,966
(8) 8,292,888
 5,000,000
 —
 131,664,116
                     
                     
                     
Non-Executive                    
Andrew J. Cole 2015 115,750
(9) 487
 —
 —
  175,609
 —
 —
 291,846
  2014 115,000
(9) 421
 —
 —
  43,063
 —
 —
 158,484
                     
John P. Cole, Jr. 2015 120,250
(9) 558
 —
 —
  252,415
 —
 —
 373,223
  2014 121,000
(9) 319
 —
 —
  120,090
 —
 —
 241,409
                     
Miranda Curtis 2015 122,500
  2,938
 —
 —
  252,415
 —
 —
 377,853
  2014 121,750
  3,246
 —
 —
  120,090
 —
 —
 245,086
                     
John W. Dick 2015 124,000
(9) 132,687
 —
 —
  252,415
 —
 —
 509,102
  2014 123,250
(9) 33,073
 —
 —
  120,090
 —
 —
 276,413
                     
Paul A. Gould 2015 149,000
(9)(10) 29,277
 —
 —
  252,415
 —
 —
 430,692
  2014 149,000
(9)(10) 18,003
 —
 —
  120,090
 —
 —
 287,093
                     
Richard R. Green 2015 115,750
(9) 492
 —
 —
  252,415
 —
 —
 368,657
  2014 114,250
(9) 303
 —
 —
  120,090
 —
 —
 234,643
                     
John C. Malone 2015 —
  326,570
 —
 —
  1,664,235
 —
 —
 1,990,805
  2014 —
  475,806
 —
 —
  1,096,331
 —
 —
 1,572,137
                     
David E. Rapley 2015 125,750
(10) 61,854
 —
 —
  340,266
 —
 —
 527,870
  2014 125,750
(10) 36,383
 —
 —
  120,090
 —
 —
 282,223
                     
Larry E. Romrell 2015 119,500
  19,156
 —
 —
  252,415
 —
 —
 391,071
  2014 121,750
  22,389
 —
 —
  120,090
 —
 —
 264,229
                     
JC Sparkman 2015 145,250
  40,117
 —
 —
  340,266
 —
 —
 525,633
  2014 147,500
  9,750
 —
 —
  120,090
 —
 —
 277,340
                     
J. David Wargo 2015 124,750
(9)(10) 11,750
 —
 —
  252,415
 —
 —
 388,915
  2014 123,250
(9)(10) 22,112
 —
 —
  120,090
 —
 —
 265,452
_______________
values as is the case under U.S. regulations). Accordingly, actual values realized or realizable may vary significantly from the figures in this table. U.S. regulations provide for substantially different means of calculation, using instead grant date fair value. U.K. regulations for the “Single Total Compensation Figure” include compensation granted in prior periods that vests in the year in question. For example, the figure for 2021 includes grants made to Mr. Fries in connection with the renewal of his employment agreement which were granted in 2019 but which vested in 2021 and are shown not at the value of the stock on the date of this proxy statement or at the time of grant but at the spot price at year end of 2021. U.S. stockholders therefore may find this disclosure to be inconsistent with U.S.-based disclosure.

Director

 Year  Fees and
Salary ($)		  Taxable
Benefits
($)(1)		  Annual
Performance
Bonus
Awards
($)(2)		  Long-Term
Performance
Awards
($)(3)		  SAR/Option
Awards
($)(4)		  Pension
($)(5)		  Other Items
in the Nature
of
Remuneration
($)		  Total ($)  Total Fixed
Remuneration
($)		  Total
Variable
Remuneration
($)		 

Executive

             

Michael T. Fries

  2021   2,563,000    485,957   17,038,646   54,836,238   10,770,105   (8)   —   —   85,693,946   2,563,000   83,130,946 
  2020   1,547,245    480,880   17,152,712   24,895,943   8,164,741   (9)   —   —   52,241,521   1,547,245   50,694,276 

Non-Executive

             

Andrew J. Cole

  2021   125,000    1,637   —   —   158,160   (8)   —   —   284,797   125,000   159,797 
  2020   115,625   (6)   4,496   —   —   35,706   (9)   —   —   155,827   115,625   40,202 

Miranda Curtis

  2021   125,000    2,926   —   —   158,160   (8)   —   —   286,086   125,000   161,086 
  2020   115,625    6,906   —   —   35,706   (9)   —   —   158,237   115,625   42,612 

John W. Dick

  2021   125,000   (6)   3,674   —   —   158,160   (8)   —   —   286,834   125,000   161,834 
  2020   115,625   (6)   6,906   —   —   35,706   (9)   —   —   158,237   115,625   42,612 

Paul A. Gould

  2021   165,000   (6)(7)   29,823   —   —   158,160   (8)   —   —   352,983   165,000   187,983 
  2020   155,625   (6)(7)   30,477   —   —   35,706   (9)   —   —   221,808   155,625   66,183 

Richard R. Green

  2021   125,000    12,483   —   —   158,160   (8)   —   —   295,643   125,000   170,643 
  2020   115,625    18,649   —   —   35,706   (9)   —   —   169,980   115,625   54,355 

John C. Malone

  2021   —    751,546   —   —   2,228,494   (8)   —   —   2,980,040   —   2,980,040 
  2020   —    754,295   —   —   —   (9)   —   —   754,295   —   754,295 

David E. Rapley

  2021   135,000   (7)   142,471   —   —   109,672   (8)   —   —   387,143   135,000   252,143 
  2020   125,625   (7)   142,276   —   —   35,706   (9)   —   —   303,607   125,625   177,982 

Larry E. Romrell

  2021   150,000    1,603   —   —   158,160   (8)   —   —   309,763   150,000   159,763 
  2020   126,820    4,454   —   —   35,706   (9)   —   —   166,980   126,820   40,160 

J. David Wargo

  2021   125,000   (6)(7)   19,556   —   —   158,160   (8)   —   —   302,716   125,000   177,716 
  2020   115,625   (6)(7)   21,051   —   —   35,706   (9)   —   —   172,382   115,625   56,757 

(1)

Taxable benefits provided to our executive director include the following:

Executive Director Year Group Term Life Insurance ($) Interest on Deferred Compensation ($) Use of Company Plane & Sports Box ($) Executive Health Plan ($) Professional Memberships & Fees ($)(a) Gifts & Tax Gross-up ($) Total ($)
                  
Michael T. Fries 2015 1,656
 486,807
 368,665
 —
 22,342
  10,240
 889,710
  2014 1,656
 369,921
 292,079
 2,400
 312,587
  253,157
 1,231,800
_______________

Executive Director

   Year    Group
  Term Life  
Insurance
($)		  Interest on
Deferred
  Compensation  
($)		  Use of
  Company  
Plane ($)		  Entertainment
Expense
($)		    Health Plan/  
Executive
Medical ($)		    Gifts, Fees &  
Tax Gross-up
($)(a)		      Total    
($)		 
Michael T. Fries  2021   929   —   479,721   —   3,703   1,604   485,957 
  2020   1,190   —   475,179   —   —   4,511   480,880 

(a)As provided in

For 2020, includes holiday party gifts to Mr. Fries from us valued at approximately $3,480 and the related tax gross-up of $1,031. For 2021, includes holiday party gifts to Mr. Fries Agreement, includes reimbursement for professional fees incurred infrom us valued at approximately $1,237 and the preparation and negotiationrelated tax gross-up of the Fries Agreement ($289,687 incurred in 2014 and $10,342 incurred in 2015).$367.


Taxable benefits provided to our non-executive directors include the following:

Non-Executive Director Year 
Interest on Deferred Compensation
($)
 
Entertainment & Travel Expenses
($)(a)
 
Miscellaneous Expenses
($)
 Use of Company Plane ($) 
U.K. Group Health Insurance
($)
 Gifts & Tax Gross-up ($) Total ($)
                  
Andrew J. Cole 2015 —
 —
 —
  —
 —
 487
 487
  2014 —
 —
 —
  —
 —
 421
 421
                  
John P. Cole, Jr. 2015 —
 —
 —
  —
 —
 558
 558
  2014 —
 —
 —
  —
 —
 319
 319
                  
Miranda Curtis 2015 —
 —
 —
  —
 2,392
 546
 2,938
  2014 —
 —
 —
  —
 2,577
 669
 3,246
                  
John W. Dick 2015 —
 1,970
 126,185
(b) 1,654
 2,392
 486
 132,687
  2014 —
 1,522
 —
  28,661
 2,577
 313
 33,073
                  
Paul A. Gould 2015 17,547
 10,839
 —
  —
 —
 891
 29,277
  2014 16,030
 1,486
 —
  —
 —
 487
 18,003
                  
Richard R. Green 2015 19
 —
 —
  —
 —
 473
 492
  2014 19
 —
 —
  —
 —
 284
 303
                  
John C. Malone 2015 —
 —
 300,000
(c)( 26,104
 —
 466
 326,570
  2014 —
 1,486
 425,000
(c) 48,850
 —
 470
 475,806
                  
David E. Rapley 2015 46,601
 14,215
 —
  83
 —
 955
 61,854
  2014 33,650
 2,180
 —
  —
 —
 553
 36,383
                  
Larry E. Romrell 2015 —
 —
 —
  18,683
 —
 473
 19,156
  2014 —
 9,636
 —
  12,185
 —
 568
 22,389
                  
JC Sparkman 2015 —
 —
 —
  39,529
 —
 588
 40,117
  2014 —
 —
 —
  9,324
 —
 426
 9,750
                  
J. David Wargo 2015 11,203
 —
 —
  —
 —
 547
 11,750
  2014 10,229
 11,348
 —
  —
 —
 535
 22,112
_______________

Non-Executive Director

  

Year

   

Interest on

Deferred

Compensation

($)(a)

   Entertainment &
Travel Expenses
($)		       Miscellaneous    
Expenses
($)		  Use of
Company
Plane ($)		   U.K. Group
Health
Insurance
($)		   Gifts &
Tax
Gross-up
($)		   Total
($)		 
                 

Andrew J. Cole

   2021    29    —    —     —    —    1,608    1,637 
   2020    29    —    —     —    —    4,467    4,496 

Miranda Curtis

   2021    —    —    —     —    1,318    1,608    2,926 
   2020    —    —    —     —    2,439    4,467    6,906 

John W. Dick

   2021    —    —    —     —    2,066    1,608    3,674 
   2020    —    —    —     —    2,439    4,467    6,906 

Paul A. Gould

   2021    28,158    —    —     —    —    1,665    29,823 
   2020    25,851    —    —     —    —    4,626    30,477 

Richard R. Green

   2021    10,880    —    —     —    —    1,603    12,483 
   2020    14,195    —    —     —    —    4,454    18,649 

John C. Malone

   2021    —    —    750,000    (b)   —    —    1,546    751,546 
   2020    —    —    750,000    (b)   —    —    4,295    754,295 

David E. Rapley

   2021    140,868    —    —     —    —    1,603    142,471 
   2020    120,745    —    —     17,077    —    4,454    142,276 

Larry E. Romrell

   2021    —    —    —     —    —    1,603    1,603 
   2020    —    —    —     —    —    4,454    4,454 

J. David Wargo

   2021    17,891    —    —     —    —    1,665    19,556 
   2020    16,425    —    —     —    —    4,626    21,051 

(a)These expenses include travel

For amounts deferred in 2020, the rate of interest was 8.5%, and entertainment costsin 2021, the compensation committee reduced the rate to 8.0% for spouses joining members of our board for board meetings.amounts deferred after December 31, 2020.

(b)These expenses include our costs for a medical air transport for the director and his companion from Rwanda to London England, due to a medical emergency ($125,550). Also includes the cost of a laptop computer provided at the request of the director.
(c)

These expenses include reimbursement for personal expenses related to the ownership of our shares and hisMr. Malone’s services as chairman ($300,000 per year) in 2014 and 2015 and the cost of a Hart Scott Rodino filing fee ($125,000) in 2014.chairman.

(2)

The amount reflects the value of the annual cash performance bonus awards earned by Mr. Fries under the 2014 Incentive Plan.Fries. For information regarding the operation of our annual cash performance bonus awards, including the performance metrics and maximum achievable performance bonus awards, see the section of the CD&A titled Elements of Compensation Packages—Annual Cash Performance Bonus Awards. Our non-executive directors do not receive annual cash performance bonus awards.

(3)

For 2021, the amount reflects the value of that portion of our executive director’s 2020 RSU grant that vested in 2021, based on the actual number of RSUs vested and the closing price of the shares, as reported by NASDAQ on December 31, 2021. The RSUs generally vest in three equal annual tranches, beginning the year after they are granted, as long as the executive director is employed by our company on the vesting date. For 2020, the amount reflects the value of PSUs with a performance period that ended in the year indicated2021 based on the actual number of PSUs earned and the closing price of the shares as reported by NASDAQ on December 31, of such year.2020. The PSUs generally vest in the year following the end of the performance period as long as the executive director is employed by our company on the vesting date. For information regardingDue to share depreciation, the operation of ouramount above related to the PSUs includingdoes not include any amount attributable to the performance measures and targets, seeshare price appreciation from when the section of the CD&A titled Elements of Compensation Packages—Equity Awards. award was granted to December 31, 2020. With respect to 2014, however,our multi-year incentive awards of 2019 PSUs under the amount also includes2019 long-term incentive plan available for other executives, the value ofcompensation committee determined that our company did not exceed the CEO Performance Award with athreshold for the two-year performance award period that ended on December 31, 2014. These2020. This resulted in our CEO earning 65% of his target 2019 PSUs vestsubject to continued employment to the vesting dates. Additionally, Mr. Fries received a sign-on equity commitment award of two million Liberty Global Class B shares on May 15, 2019, which vested in three equalannual installments, on March 15, 2015, 2016May 15th of each of 2019, 2020 and 2017. For information on the2021, subject to performance condition, see Employmentconditions. The shares that vested in 2020 and Other Agreements2021 are included in the proxy statement.amounts for the respective years. Our non-executive directors do not participate in our long-term incentive programs.

(4)

The amounts represent the intrinsic value for all SARs (i.e., the spread between the base price of the applicable SAR and the market price of the underlying shares on the respective vesting dates) or options that vested during the years indicated as calculated based on the closing prices of our shares on the applicable vesting dates, as reported by NASDAQ. For our executive director, the amounts consist solely of the value of shares received by our executive director upon vesting of RSUs during the year indicated and the aggregate value for all SARs that vested quarterly during the applicable year.year, added together. For our non-executive directors, the amounts consist of the value of shares received by such director upon the vesting of RSUs during the years indicated and the value of options that vested annually during the applicable year, added together. No value is included


for vested RSUs where the director elected to defer receipt of the shares under the Director Deferred Compensation Plan.The RSU and SAR awards for our executive director and RSU and option awards for our non-executive directors are not subject to performance measures but are time-vested only. We believe time-vested awards are appropriate in order to have our directors retain a long-term interest in our company. The value of the awards will move with our share prices, which provides incentive to deliver on our company’s long-term strategic objectives and is in line with our shareholders’ interests.
(5)
Represents a commitment bonus paid to our executive director atand the time the Fries Agreement was signed in April 2014RSU and as stated in the directors’ compensation policy. It wasoption awards for our non-executive directors are not subject to any performance measures.
measures but are time-vested only. We believe time-vested awards are appropriate in order to have our directors retain a long-term interest in our company. The value of the awards will move with our share prices, which provides an incentive to deliver on our long-term strategic objectives and is in line with our shareholders’ interests.

(5)
(6)

We do not provide a pension or other defined benefit plan for our directors.

(6)
(7)Amount includes $1,797,750 of Mr. Fries’ 2015 salary, the payments of which Mr. Fries elected to defer pursuant to our Deferred Compensation Plan. Such deferred amount accrues interest at the rate of 9% per annum compounded daily until paid in full. The amount deferred, plus accrued interest, will be paid upon the earlier of December 31, 2019, Mr. Fries’ separation of service or a change in control of Liberty Global.
(8)The amount has been adjusted to reflect the division of Mr. Fries’ PSU awards between him and his former spouse pursuant to a qualified domestic relations order. As required by the order, Liberty Global transferred a portion of the PSUs granted in 2013 to his former spouse in 2014, which were converted in 2015 to time-vested RSUs pursuant to the terms of such PSUs. The value of the award to his former spouse at December 31, 2014, was $2,163,322.
(9)

Includes the dollar amountvalue of fees paid in our Liberty Global Class A shares and Liberty Global Class C shares at the election of the director.

(7)
(10)

The following table indicates the amount of fees included in the table that the directors listed have elected to defer in the years indicated pursuant to the Director Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 9%8.5% per annum for amounts deferred in 2020 and 8.0% per annum for amounts deferred in 2021, in each case compounded daily, until paid in full.

Non-Executive Director Year Amount Deferred ($)
     
Paul A. Gould 2015 73
  2014 77
     
David E. Rapley 2015 110,000
  2014 110,000
     
J. David Wargo 2015 94
  2014 98
2015 Equity

Non-Executive Director        

  

  Year  

     Amount Deferred  
($)		 

Paul A. Gould

   2021    203 
   2020    122 

David E. Rapley

   2021    114,750 
   2020    106,781 

J. David Wargo

   2021    168 
   2020    60 

(8)

The dollar amounts in the table reflect (i) the intrinsic value of all options or SARs, as applicable, that vested during 2021 for each director, as calculated based on the closing prices of our shares on the applicable vesting dates, as reported by NASDAQ, and (ii) the incremental compensation expense associated with the extension of options or SARs, as applicable, issued in 2014 and 2015 from a seven-year term to a ten-year term, as determined in accordance with FASB ASC 718. Options and SARs that vested and are calculated to be out of the money are considered to have no intrinsic value. In April 2021, the compensation committee extended the expiration date on options issued in each of 2014 and 2015 from a seven-year term to a ten-year term to align those historic awards with the ten-year awards provided currently. The incremental fair value associated with extending the expiration date for the SARs and options issued in 2014 are (i) $2,570,129 for Mr. Fries and (ii) $20,841 for options granted to purchase Liberty Global Class A shares and $44,042 for options granted to purchase Liberty Global Class C shares, in each case for each of Ms. Curtis and Messrs. Cole, Dick, Gould, Green, Romrell and Wargo. The incremental fair value associated with extending the expiration date for the SARs and options issued in 2015 are (i) $1,254,315 for Mr. Fries and (ii) $10,170 for options granted to purchase Liberty Global Class A shares and $21,930 for options granted to purchase Liberty Global Class C shares, in each case for each of Ms. Curtis and Messrs. Cole, Dick, Gould, Green, Romrell and Wargo. For Mr. Rapley, the incremental fair value increases for his 2014 options were $10,421 for options to purchase Liberty Global Class A shares and $22,023 for options to purchase Liberty Global Class C shares. For the 2015 options, those figures for Mr. Rapley were $5,086 and $10,965 for options to purchase Liberty Global Class A and Class C shares, respectively.

(9)

The dollar amounts in the table reflect the incremental compensation expense associated with the extension of options issued in 2013 from a seven-year term to a ten-year term, as determined in accordance with FASB ASC 718. In April 2020, the compensation committee extended the expiration date on SARs and options issued in 2013 from a seven-year term to a ten-year term to align those historic awards with the ten-year awards provided currently. The incremental fair value associated with extending the expiration date for the options issued in 2013 are (i) $8,164,741 for Mr. Fries and (ii) $10,138 for options granted to purchase Liberty Global Class A shares and $25,569 for options granted to purchase Liberty Global Class C shares, in each case for each of Ms. Curtis and Messrs. Cole, Dick, Gould, Green, Rapley, Romrell and Wargo. Based on the closing prices on April 1, 2020, May 1, 2020, June 11, 2020, June 12, 2020 and June 21, 2020, none of the options that vested those days were in the money.

2021-2022 Long-Term Incentive GrantsPlan (Audited)

During 2015, the

In April 2021, our compensation committee approved performance awards toestablished the 2021-2022 LTIP, our new three-year, long-term incentive plan covering the three-year period ending May 1, 2024, for our executive director and other senior executives, with the objectives of amplifying the risk/reward nature of the long-term incentive grant and further aligning the executive director’s reward to shareholder interests, namely share price appreciation.

The 2021-2022 LTIP for our executive director, Mr. Fries, included a single, combined grant made in April 2021 for his regular annual long-term incentive target value for 2021 plus 90% of his annual long-term incentive target value for 2022. The remaining 10% of his 2022 target long-term incentive value was granted in the 2022 VIP. The combined long-term target value for 2021 and 2022 for our executive director is $39.5 million pursuant to his employment agreement. No other grants will be made to our executive director in 2022 under the 20142021-2022 LTIP.

The 2021-2022 LTIP grant for our executive director was allocated 90% in SARs, which do not pay out unless the company’s share prices increase above the award strike prices, and 10% in the company’s new VIP, which is dependent on the three-year performance of our increasingly significant Ventures portfolio. The details of the 2021-2022 LTIP are further described under —Elements of Our Compensation Package—Long-Term Incentive Awards—2021-2022 Long-Term Incentive Plan consisting of 2015 PSUs. Details of these awards are summarized below with further details set out in the CD&A onsection of the applicable performance metrics.

Director Grant Date Type of Award (1)(2) Class of Shares Number of Shares Base Price/Share Face Value (3) Performance Period % Vesting at Threshold
                  
Michael T. Fries 3/19/2015 2015 PSUs  Liberty Global Class A 65,152
 $—
 $3,260,702
 2 years ending 12/31/2016 N/A
  3/19/2015 2015 PSUs  Liberty Global Class C 130,304
 $—
 $6,311,678
 2 years ending 12/31/2016 N/A
  3/19/2015 2015 PSUs  LiLAC Class A 3,257
 $—
 $163,005
 2 years ending 12/31/2016 N/A
  3/19/2015 2015 PSUs  LiLAC Class C 6,515
 $—
 $315,574
 2 years ending 12/31/2016 N/A
_______________
proxy statement.

Director              

 

 Grant 
Date

  

 Type of Award 
(1)(2)

  

    Class of Shares    

  

Number
  of SARs  

  

Base
Price/
  Share  

  

  Face Value  

  

  Performance Period  

  

% Vesting
at
  Threshold  

 

Michael T. Fries

  4/13/2021   SARs   Liberty Global Class C   5,378,211  $25.68   —   —   100% 

(1)

The termsdetails of the PSUsSARs awarded to our executive director under the 2021-2022 LTIP are summarized in the CD&A under Elements of Our Compensation Packages—Package— Equity Incentive Awardsin the proxy statement. Generally, the compensation committee sets the performance targets corresponding to a selected performance measure or measures and a base (minimum) performance objective that must be achieved in order for any portion of our executive director’s PSU awards to be earned. The level of achievement of the performance target within a range established by the compensation committee determines the percentage of the PSU award earned during the performance period, subject to reduction or forfeiture based on individual performance.

(2)Details for the performance measures and targets are set forth in the CD&A of the proxy statement. If earned, the 2015 PSUs

The SARs will vest in two equal semi-annualannual installments on Aprileach of May 1, 20172023 and OctoberMay 1, 2017.2024.


(3)For purposes of this table, the PSUs have been valued using the closing per share prices on the date of grant (adjusted for the LiLAC Transaction). The U.K. regulations applying to shares and share options require disclosure of the “face value” of such awards based on the maximum number of shares that would vest if all performance measures and targets are met multiplied by either the share price on the date of grant or an average share price.

Director              

 

 Grant 
Date

  

 Type of Award 

  

    Class of Shares    

  

Number
  of Shares  

  

Base
Price/
  Share  

  

  Face Value  

  

  Performance Period  

  

% Vesting
at
  Threshold  

 

Michael T. Fries

  4/13/2021   2021 VIP   —   —   —  $1,900,000   3 years   — 

Michael T. Fries

  4/01/2022   2022 VIP   —   —   —  $2,050,000   3 years   — 

Payments to Former Directors

There have beenwere no payments made to former directors and no payments made for loss of office during 2015.

2021.

Share Ownership Policy

The compensation committee has established a share ownership policy for our executive officers and senior officers, including our executive director. The purpose of this policy is to ensure that our executive director and our other officers have a significant stake in our long-term success and are aligned with our shareholders. As a result, the compensation committee established guidelines for ownership of our ordinary shares by our executive director of a minimum value of five times our executive director’s base salary. Our non-executive directors are not subject to this policy, although they are encouraged to own ordinary shares, representing at least $100,000 in value.

Any newly appointed executive director is expected to meet the guidelines in the policy within four years of appointment. If the executive director is not compliant with the policy, the compensation committee may pay any annual bonus in ordinary shares and/or prohibit any further sales of ordinary shares until compliant. Our share ownership policy is summarized in the directors’ compensation policy and in the CD&A under Elements of Our Compensation Packages—Share Ownership Policy of the proxy statement.

As of December 31, 2015,April 1, 2022, the value of the ordinary shares owned by our executive director, calculated in accordance with the policy, significantly exceeded the requirements of the policy. Our non-executive directors are not subject to this policy, although they are encouraged to own ordinary shares, representing at least $100,000 in value.

Director Share Ownership and Equity Grants (Audited)

The following table shows the number of shares owned by our directors as well as equity awards outstanding as of April 1, 2016.2022. The equity awards consist of options, SARs PSUs and PSARsRSUs for our executive director and options and RSUs for our non-executive directors.

        Time Vested Options/SARs/RSUs  Performance Awards 

Director

 Amount of
Shares
Beneficially
Owned (#)		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Exercisable		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Unexercisable		  Base or
Exercise
Price
($)		     Number of
Shares
Underlying
Unvested
RSUs (#)		  Expiration
Date		  Earned
Performance
Awards
(#) (unvested)		  Unearned
Performance
Awards
(#)		 

Executive

            

Michael T. Fries

 

           

Liberty Global Class A

  1,130,372   (1)   42,988   —    29.45              —    5/1/2023    
    971,587   —    27.71    —    6/24/2023    
    201,746   —    32.37    —    5/1/2024    
    157,121   —    42.01    —    5/1/2025    
    211,882   —    32.81    —    5/1/2023    
    —   —    —    143,867   (2)   5/2/2023    
    227,832   —    35.69    —    5/1/2024    
    275,734   18,383   (3)   29.88    —    5/1/2025    
    522,284   —    25.97    —    3/7/2029    
    271,652   123,479   (4)   24.90    —    4/1/2029    
    172,456   344,912   (5)   16.05    —    4/1/2030    

Liberty Global Class B

  2,914,443    —   —    —    —      

Liberty Global Class C

  1,681,929   (1)   42,788   —    29.05    —    5/1/2023    
    85,596   —    27.13    —    5/1/2023    
    1,933,985   —    25.84    —    6/24/2023    
    967,468   —    27.34    —    6/24/2023    
    401,446   —    30.81    —    5/1/2024    
    316,802   —    40.52    —    5/1/2025    
    423,764   —    31.65    —    5/1/2023    
    —   —    —    287,734   (3)   5/2/2023    
    455,664   —    34.80    —    5/1/2024    
    551,469   36,765   (3)   28.94    —    5/1/2025    
    1,044,568   —    25.22    —    3/7/2029    
    543,305   246,957   (4)   24.15    —    4/1/2029    
    344,912   689,824   (5)   15.12    —    4/1/2030    
    —   5,378,211   (6)   25.68    —    4/13/2031    

Non-Executive

            

Andrew J. Cole

 

           

Liberty Global Class A

  23,013   (7)   4,634   —    29.22    —    6/28/2023    
    5,716   —    34.44    —    6/26/2024    
    4,303   —    44.46    —    6/25/2025    
    5,840   —    30.47    —    6/16/2023    
    7,150   —    28.83    —    6/21/2024    
    7,941   —    30.14    —    6/12/2025    
    4,541   2,270   (8)   26.46    —    6/11/2029    
    2,924   5,848   (9)   21.86    —    6/30/2030    
    —   3,449   (10)   27.82    —    6/16/2031    
    —   —    —    1,124   (11)   6/15/2022    

        Time Vested Options/SARs/RSUs  Performance Awards 

Director

 Amount of
Shares
Beneficially
Owned (#)		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Exercisable		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Unexercisable		  Base or
Exercise
Price
($)		     Number of
Shares
Underlying
Unvested
RSUs (#)		  Expiration
Date		  Earned
Performance
Awards
(#) (unvested)		  Unearned
Performance
Awards
(#)		 

Liberty Global Class C

  56,651    4,614   —    28.82    —    6/28/2023    
    9,985   —    26.77    —    6/28/2023    
    11,379   —    33.06    —    6/26/2024    
    8,548   —    41.41  
 
        
 		  —    6/25/2025    
    11,680   —    29.64    —    6/16/2023    
    14,300   —    27.85    —    6/21/2024    
    15,882   —    29.07    —    6/12/2025    
    9,081   4,540   (8)   25.73    —    6/11/2029    
    5,847   11,696   (9)   21.51    —    6/30/2030    
    —   6,898   (10)   27.82    —    6/16/2031    
    —   —    —    2,247   (11)   6/15/2022    

Miranda Curtis

 

            

Liberty Global Class A

  130,700             
    1,989   —    19.28    —    6/19/2022    
    4,634   —    29.22    —    6/28/2023    
    5,716   —    34.44    —    6/26/2024    
    4,303   —    44.46    —    6/25/2025    
    5,840   —    30.47    —    6/16/2023    
    7,150   —    28.83    —    6/21/2024    
    7,941   —    30.14    —    6/12/2025    
    4,541   2,270   (8)   26.46    —    6/11/2029    
    2,924   5,848   (9)   21.86    —    6/30/2030    
    —   6,898   (10)   27.82    —    6/16/2031    

Liberty Global Class C

  312,941             
    1,981   —    19.03    —    6/19/2022    
    4,098   —    18.49    —    6/19/2022    
    4,614   —    28.82    —    6/28/2023    
    9,985   —    26.77    —    6/28/2023    
    11,379   —    33.06    —    6/26/2024    
    8,548   —    41.41    —    6/25/2025    
    11,680   —    29.64    —    6/16/2023    
    14,300   —    27.85    —    6/21/2024    
    15,882   —    29.07    —    6/12/2025    
    9,081   4,540   (8)   25.73    —    6/11/2029    
    5,847   11,696   (9)   21.51    —    6/30/2030    
    —   13,795   (10)   27.82    —    6/16/2031    

John W. Dick

 

            

Liberty Global Class A

  47,678             
    1,989   —    19.28    —    6/19/2022    
    4,634   —    29.22    —    6/28/2023    
    5,716   —    34.44    —    6/26/2024    
    4,303   —    44.46    —    6/25/2025    
    5,840   —    30.47    —    6/16/2023    
    7,150   —    28.83    —    6/21/2024    
    7,941   —    30.14    —    6/12/2025    
    4,541   2,270   (8)   26.46    —    6/11/2029    
    2,924   5,848   (9)   21.86    —    6/30/2030    
    —   6,898   (10)   27.82    —    6/16/2031    

Liberty Global Class C

  128,385             
    1,981   —    19.03    —    6/19/2022    
    4,098   —    18.49    —    6/19/2022    
    4,614   —    28.82    —    6/28/2023    

        Time Vested Options/SARs/RSUs  Performance Awards 

Director

 Amount of
Shares
Beneficially
Owned (#)		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Exercisable		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Unexercisable		  Base or
Exercise
Price
($)		     Number
of
Shares
Underlying
Unvested
RSUs (#)		  Expiration
Date		  Earned
Performance
Awards
(#) (unvested)		  Unearned
Performance
Awards
(#)		 
        9,985   —    26.77    —    6/28/2023    
    11,379   —    33.06    —    6/26/2024    
    8,548   —    41.41    —    6/25/2025    
    11,680   —    29.64              —    6/16/2023    
    14,300   —    27.85    —    6/21/2024    
    15,882   —    29.07    —    6/12/2025    
    9,081   4,540   (8)   25.73    —    6/11/2029    
    5,847   11,696   (9)   21.51    —    6/30/2030    
    —   13,795   (10)   27.82    —    6/16/2031    

Paul A. Gould

 

           

Liberty Global Class A

  225,795             
    1,989   —    19.28    —    6/19/2022    
    4,634   —    29.22    —    6/28/2023    
    5,716   —    34.44    —    6/26/2024    
    4,303   —    44.46    —    6/25/2025    
    5,840   —    30.47    —    6/16/2023    
    7,150   —    28.83    —    6/21/2024    
    7,941   —    30.14    —    6/12/2025    
    4,541   2,270   (8)   26.46      6/11/2029    
    2,924   5,848   (9)   21.86      6/30/2030    
    —   3,449   (10)   27.82    —    6/16/2031    
    —   —    —    1,124   (11)   6/15/2022    

Liberty Global Class B

  51,429    —   —    —    —      

Liberty Global Class C

  993,890             
    1,981   —    19.03    —    6/19/2022    
    4,098   —    18.49    —    6/19/2022    
    4,614   —    28.82    —    6/28/2023    
    9,985   —    26.77    —    6/28/2023    
    11,379   —    33.06    —    6/26/2024    
    8,548   —    41.41    —    6/25/2025    
    11,680   —    29.64    —    6/16/2023    
    14,300   —    27.85    —    6/21/2024    
    15,882   —    29.07    —    6/12/2025    
    9,081   4,540   (8)   25.73    —    6/11/2029    
    5,847   11,696   (9)   21.51    —    6/30/2030    
    —   6,898   (10)   27.82    —    6/16/2031    
    —   —    —    2,247   (11)   6/15/2022    

Richard R. Green

 

           

Liberty Global Class A

  6,907             
    1,989   —    19.28    —    6/19/2022    
    4,634   —    29.22    —    6/28/2023    
    5,716   —    34.44    —    6/26/2024    
    4,303   —    44.46    —    6/25/2025    
    5,840   —    30.47    —    6/16/2023    
    7,150   —    28.83    —    6/21/2024    
    7,941   —    30.14    —    6/12/2025    
    4,541   2,270   (8)   26.46    —    6/11/2029    
    2,924   5,848   (9)   21.86    —    6/30/2030    
    —   6,898   (10)   27.82    —    6/16/2031    

Liberty Global Class C

  16,258             
    1,981   —    19.03    —    6/19/2022    

        Time Vested Options/SARs/RSUs  Performance Awards 

Director

 Amount of Shares
Beneficially
Owned (#)		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Exercisable		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Unexercisable		  Base or
Exercise
Price
($)		     Number
of
Shares
Underlying
Unvested
RSUs (#)		  Expiration
Date		  Earned
Performance
Awards
(#) (unvested)		  Unearned
Performance
Awards
(#)		 
    4,098   —    18.49    —    6/19/2022    
    4,614   —    28.82    —    6/28/2023    
    9,985   —    26.77    —    6/28/2023    
    11,379   —    33.06    —    6/26/2024    
    8,548   —    41.41    —    6/25/2025    
    11,680   —    29.64    —    6/16/2023    
    14,300   —    27.85��   —    6/21/2024    
    15,882   —    29.07    —    6/12/2025    
    9,081   4,540   (8)   25.73    —    6/11/2029    
    5,847   11,696   (9)   21.51    —    6/30/2030    
    —   13,795   (10)   27.82              —    6/16/2031    

John C. Malone

             

Liberty Global Class A

  4,562,720   (12)   6,370   —    29.45    —    5/1/2023    
    20,802   —    32.37    —    5/1/2024    
    26,067   —    42.01    —    5/1/2025    
    30,259   —    32.81    —    5/1/2023    
    32,473   —    35.69    —    5/1/2024    

Liberty Global Class B

  8,787,373   (12)(16)   —   —    —    —      

Liberty Global Class C

  16,932,259   (12)   6,340   —    29.05    —    5/1/2023    
    13,652   —    27.13    —    5/1/2023    
    41,393   —    30.81    —    5/1/2024    
    52,560   —    40.52    —    5/1/2025    
    60,518   —    31.65    —    5/1/2023    
    64,946   —    34.80    —    5/1/2024    
    129,974   —    28.94    —    5/1/2025    
    165,154   82,577   (13)   24.15    —    4/1/2029    
    128,304   256,610   (14)   15.12    —    4/1/2030    
    —   233,453   (15)   25.68    —    4/13/2031    

David E. Rapley

             

Liberty Global Class A

  3,129             
    4,634   —    29.22    —    6/28/2023    
    2,858   —    34.44    —    6/26/2024    
    2,152   —    44.46    —    6/25/2025    
    5,840   —    30.47    —    6/16/2023    
    7,150   —    28.83    —    6/21/2024    
    7,941   —    30.14    —    6/12/2025    
    4,541   2,270   (8)   26.46    —    6/11/2029    
    2,924   5,848   (9)   21.86    —    6/30/2030    
    —   6,898   (10)   27.82    —    6/16/2031    

Liberty Global Class C

  7,531             
    4,614   —    28.82    —    6/28/2023    
    9,985   —    26.77    —    6/28/2023    
    5,690   —    33.06    —    6/26/2024    
    4,274   —    41.41    —    6/25/2025    
    11,680   —    29.64    —    6/16/2023    
    14,300   —    27.85    —    6/21/2024    
    15,882   —    29.07    —    6/12/2025    
    9,081   4,540   (8)   25.73    —    6/11/2029    
    5,847   11,696   (9)   21.51    —    6/30/2030    
    —   13,795   (10)   27.82    —    6/16/2031    

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
Executive                  
Michael T. Fries                  
Liberty Global Class A 434,784
(1) 71,370
 —
  12.57
 —
 5/1/2017 40,547
 65,152
(2)
     48,168
 —
  21.26
 —
 5/1/2018 333,334
 227,212
(3)
     42,752
 2,851
(4) 22.85
 —
 5/1/2019 971,587
(5)—
 
     29,554
 13,434
(6) 33.87
 —
 5/1/2020     
     88,263
 113,483
(7) 37.22
 —
 5/1/2021     
     29,460
 127,661
(8) 48.31
 —
 5/1/2022     
Liberty Global Class B 666,666
(9) —
 —
  —
 —
   333,334
 —
 
Liberty Global Class C 1,068,920
(1) 71,036
 —
  12.46
 —
 5/1/2017 81,093
 130,304
(2)
     142,107
 —
  12.35
 —
 5/1/2017 967,468
(5)454,424
(3)
     47,962
 —
  21.09
 —
 5/1/2018 1,933,985
(5)—
 
     95,916
 —
  20.24
 —
 5/1/2018   
 
     42,562
 2,839
(4) 22.67
 —
 5/1/2019     
     85,132
 5,676
(4) 21.97
 —
 5/1/2019     
     29,416
 13,372
(6) 33.59
 —
 5/1/2020     
     58,847
 26,749
(6) 31.37
 —
 5/1/2020     
     175,632
 225,814
(7) 35.63
 —
 5/1/2021     
     59,400
 257,402
(8) 46.86
 —
 5/1/2022     
LiLAC Class A 37,043
(1) 3,568
 —
  11.84
 —
 5/1/2017 2,027
 3,257
(2)
     2,408
 —
  20.03
 —
 5/1/2018 16,667
 11,360
(3)
     2,137
 143
(4) 21.53
 —
 5/1/2019 48,562
(5)—
 
     1,477
 672
(6) 31.91
 —
 5/1/2020     
     4,410
 5,672
(7) 35.06
 —
 5/1/2021     
     1,477
 6,405
(8) 45.52
 —
 5/1/2022     
LiLAC Class B 33,332
(9) —
 —
  —
 —
   16,667
 —
 
LiLAC Class C 53,441
(1) 3,551
 —
  12.37
 —
 5/1/2017 4,055
 6,515
(2)
     7,105
 —
  12.26
 —
 5/1/2017 48,343
(5)22,720
(3)
        Time Vested Options/SARs/RSUs  Performance Awards 

Director

 Amount of Shares
Beneficially
Owned (#)		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Exercisable		  Number of
Shares
Underlying
Unexercised
Options/
SARs (#)
Unexercisable		  Base or
Exercise
Price
($)		     Number
of
Shares
Underlying
Unvested
RSUs (#)		  Expiration
Date		  Earned
Performance
Awards
(#) (unvested)		  Unearned
Performance
Awards
(#)		 

Larry E. Romrell

             

Liberty Global Class A

  25,020             
    1,989   —    19.28              —    6/19/2022    
    4,634   —    29.22    —    6/28/2023    
    5,716   —    34.44    —    6/26/2024    
    4,303   —    44.46    —    6/25/2025    
    5,840   —    30.47    —    6/16/2023    
    7,150   —    28.83    —    6/21/2024    
    7,941   —    30.14    —    6/12/2025    
    4,541   2,270   (8)   26.46    —    6/11/2029    
    2,924   5,848   (9)   21.86    —    6/30/2030    
    —   6,898   (10)   27.82    —    6/16/2031    

Liberty Global Class C

  53,170             
    1,981   —    19.03    —    6/19/2022    
    4,098   —    18.49    —    6/19/2022    
    4,614   —    28.82    —    6/28/2023    
    9,985   —    26.77    —    6/28/2023    
    11,379   —    33.06    —    6/26/2024    
    8,548   —    41.41    —    6/25/2025    
    11,680   —    29.64    —    6/16/2023    
    14,300   —    27.85    —    6/21/2024    
    15,882   —    29.07    —    6/12/2025    
    9,081   4,540   (8)   25.73    —    6/11/2029    
    5,847   11,696   (9)   21.51    —    6/30/2030    
    —   13,795   (10)   27.82    —    6/16/2031    

J. David Wargo

            

Liberty Global Class A

  61,500             
    1,989   —    19.28    —    6/19/2022    
    4,634   —    29.22    —    6/28/2023    
    5,716   —    34.44    —    6/26/2024    
    4,303   —    44.46    —    6/25/2025    
    5,840   —    30.47    —    6/16/2023    
    7,150   —    28.83    —    6/21/2024    
    7,941   —    30.14    —    6/12/2025    
    4,541   2,270   (8)   26.46    —    6/11/2029    
    2,924   5,848   (9)   21.86    —    6/30/2030    
    —   6,898   (10)   27.82    —    6/16/2031    

Liberty Global Class C

  183,179   (17)            
    1,981   —    19.03    —    6/19/2022    
    4,098   —    18.49    —    6/19/2022    
    4,614   —    28.82    —    6/28/2023    
    9,985   —    26.77    —    6/28/2023    
    11,379   —    33.06    —    6/26/2024    
    8,548   —    41.41    —    6/25/2025    
    11,680   —    29.64    —    6/16/2023    
    14,300   —    27.85    —    6/21/2024    
    15,882   —    29.07    —    6/12/2025    
    9,081   4,540   (8)   25.73    —    6/11/2029    
    5,847   11,696   (9)   21.51    —    6/30/2030    
    —   13,795   (10)   27.82    —    6/16/2031    


     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     2,397
 —
  20.93
 —
 5/1/2018 96,687
(5)—
 
     4,795
 —
  20.09
 —
 5/1/2018   
 
     2,128
 142
(4) 22.51
 —
 5/1/2019     
     4,256
 284
(4) 21.81
 —
 5/1/2019     
     1,471
 669
(6) 33.35
 —
 5/1/2020     
     2,941
 1,338
(6) 31.14
 —
 5/1/2020     
     8,781
 11,291
(7) 35.37
 —
 5/1/2021     
     3,014
 13,064
(8) 46.52
 —
 5/1/2022     
                    
                    
                    
Non-Executive                  
Andrew J. Cole                  
Liberty Global Class A 19,426
  3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 47,549
  3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 954
  153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 2,343
  153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
John P. Cole, Jr.                   
Liberty Global Class A 10,904
  5,250
 —
  10.15
 —
 6/22/2016     
     10,500
 —
  18.15
 —
 6/19/2017     
     10,502
 —
  15.09
 —
 6/12/2018     
     10,501
 —
  6.82
 —
 6/17/2019     
     1,476
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 50,314
  5,227
 —
  10.07
 —
 6/22/2016     
     10,454
 —
  9.84
 —
 6/22/2016     
     10,456
 —
  18.02
 —
 6/19/2017     
     20,905
 —
  17.10
 —
 6/19/2017     
     10,453
 —
  14.97
 —
 6/12/2018     
     20,905
 —
  14.31
 —
 6/12/2018     
     10,454
 —
  6.77
 —
 6/17/2019     
     20,908
 —
  6.76
 —
 6/17/2019     
     1,470
 —
  12.15
 —
 6/17/2020     
     2,937
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 523
  262
 —
  9.56
 —
 6/22/2016     
     525
 —
  17.10
 —
 6/19/2017     
     524
 —
  14.21
 —
 6/12/2018     
     524
 —
  6.42
 —
 6/17/2019     
     73
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 2,474
  261
 —
  9.99
 —
 6/22/2016     
     522
 —
  9.77
 —
 6/22/2016     
     522
 —
  17.88
 —
 6/19/2017     
     1,045
 —
  16.98
 —
 6/19/2017     
     522
 —
  14.86
 —
 6/12/2018     
     1,045
 —
  14.21
 —
 6/12/2018     
     522
 —
  6.72
 —
 6/17/2019     
     1,045
 —
  6.71
 —
 6/17/2019     
     73
 —
  12.06
 —
 6/17/2020     
     146
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
Miranda Curtis                   
Liberty Global Class A 129,471
  2,952
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 381,237
  2,940
 —
  12.15
 —
 6/17/2020     
     5,873
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
LiLAC Class A 6,410
  147
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 18,869
  146
 —
  12.06
 —
 6/17/2020     
     293
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
John W. Dick                   
Liberty Global Class A 17,133
  10,500
 —
  18.15
 —
 6/19/2017     
     10,502
 —
  15.09
 —
 6/12/2018     
     10,501
 —
  6.82
 —
 6/17/2019     
     2,952
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 44,095
  10,454
 —
  10.07
 —
 6/22/2016     
     10,456
 —
  18.02
 —
 6/19/2017     
     20,905
 —
  17.10
 —
 6/19/2017     
     10,453
 —
  14.97
 —
 6/12/2018     
     20,905
 —
  14.31
 —
 6/12/2018     
     10,454
 —
  6.77
 —
 6/17/2019     
     20,908
 —
  6.76
 —
 6/17/2019     
     2,940
 —
  12.15
 —
 6/17/2020     
     5,873
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 835
  525
 —
  17.10
 —
 6/19/2017     
     524
 —
  14.21
 —
 6/12/2018     
     524
 —
  6.42
 —
 6/17/2019     
     147
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 2,164
  522
 —
  9.99
 —
 6/22/2016     
     522
 —
  17.88
 —
 6/19/2017     
     1,045
 —
  16.98
 —
 6/19/2017     
     522
 —
  14.86
 —
 6/12/2018     
     1,045
 —
  14.21
 —
 6/12/2018     
     522
 —
  6.72
 —
 6/17/2019     
     1,045
 —
  6.71
 —
 6/17/2019     
     146
 —
  12.06
 —
 6/17/2020     
     293
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
Paul A. Gould                   
Liberty Global Class A 208,934
  10,501
 —
  10.15
 —
 6/22/2016     
     10,500
 —
  18.15
 —
 6/19/2017     
     5,251
 —
  15.09
 —
 6/12/2018     
     5,250
 —
  6.82
 —
 6/17/2019     
     1,476
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class B 51,429
  —
 —
  —
 —
       
Liberty Global Class C 945,538
  10,454
 —
  10.07
 —
 6/22/2016     
     20,908
 —
  9.84
 —
 6/22/2016     
     10,456
 —
  18.02
 —
 6/19/2017     
     20,905
 —
  17.10
 —
 6/19/2017     
     5,226
 —
  14.97
 —
 6/12/2018     
     10,452
 —
  14.31
 —
 6/12/2018     
     5,227
 —
  6.77
 —
 6/17/2019     
     10,454
 —
  6.76
 —
 6/17/2019     
     1,470
 —
  12.15
 —
 6/17/2020     
     2,937
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 10,437
  525
 —
  9.56
 —
 6/22/2016     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     525
 —
  17.10
 —
 6/19/2017     
     262
 —
  14.21
 —
 6/12/2018     
     262
 —
  6.42
 —
 6/17/2019     
     73
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class B 2,571
  —
 —
  —
 —
       
LiLAC Class C 47,253
  522
 —
  9.99
 —
 6/22/2016     
     1,045
 —
  9.77
 —
 6/22/2016     
     522
 —
  17.88
 —
 6/19/2017     
     1,045
 —
  16.98
 —
 6/19/2017     
     261
 —
  14.86
 —
 6/12/2018     
     522
 —
  14.21
 —
 6/12/2018     
     261
 —
  6.72
 —
 6/17/2019     
     522
 —
  6.71
 —
 6/17/2019     
     73
 —
  12.06
 —
 6/17/2020     
     146
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
Richard R. Green                   
Liberty Global Class A 5,370
  10,499
 —
  5.84
 —
 12/16/2018     
     10,501
 —
  6.82
 —
 6/17/2019     
     2,952
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 11,601
  10,453
 —
  5.80
 —
 12/16/2018     
     20,908
 —
  5.52
 —
 12/16/2018     
     10,454
 —
  6.77
 —
 6/17/2019     
     20,908
 —
  6.76
 —
 6/17/2019     
     2,940
 —
  12.15
 —
 6/17/2020     
     5,873
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 253
  525
 —
  5.51
 —
 12/16/2018     
     524
 —
  6.42
 —
 6/17/2019     
     147
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 557
  522
 —
  5.76
 —
 12/16/2018     
     1,045
 —
  5.48
 —
 12/16/2018     
     522
 —
  6.72
 —
 6/17/2019     
     1,045
 —
  6.71
 —
 6/17/2019     
     146
 —
  12.06
 —
 6/17/2020     
     293
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
John C. Malone                   
Liberty Global Class A 1,042,480
(13) —
 6,370
(14) 33.87
 —
 5/1/2023     
     —
 20,802
(15) 37.22
 —
 5/1/2021     
     —
 26,067
(16) 48.31
 —
 5/1/2022     
Liberty Global Class B 8,677,225
(9)(13) —
 —
  —
 —
       
Liberty Global Class C 11,735,461
(13) —
 6,340
(14) 33.59
 —
 5/1/2023     
     —
 13,652
(14) 31.37
 —
 5/1/2023     
     —
 41,393
(15) 35.63
 —
 5/1/2021     
     —
 52,560
(16) 46.86
 —
 5/1/2022     
LiLAC Class A 52,123
(13) —
 318
(14) 31.91
 —
 5/1/2023     
     —
 1,039
(15) 35.06
 —
 5/1/2021     
     —
 1,307
(16) 45.52
 —
 5/1/2022     
LiLAC Class B 433,861
(9)(13) —
 —
  —
 —
       
LiLAC Class C 636,472
(13) —
 317
(14) 33.35
 —
 5/1/2023     
     —
 682
(14) 31.14
 —
 5/1/2023     
     —
 2,069
(15) 35.37
 —
 5/1/2021     
     —
 2,667
(16) 46.52
 —
 5/1/2022     
David E. Rapley                   
Liberty Global Class A 2,785
  —
 —
  —
 579
(17)6/26/2016     
     3,500
 —
  6.82
 —
 6/17/2019     
     983
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     952
 1,906
(11) 39.60
 —
 6/26/2021     
     —
 2,152
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 16,622
  —
 —
  —
 1,158
(17)6/26/2016     
     3,484
 —
  6.77
 —
 6/17/2019     
     6,968
 —
  6.76
 —
 6/17/2019     
     979
 —
  12.15
 —
 6/17/2020     
     1,957
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     1,896
 3,794
(11) 38.23
 —
 6/26/2021     
     —
 4,274
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 138
  —
 —
  —
 28
(17)6/26/2016     
     174
 —
  6.42
 —
 6/17/2019     
     49
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     47
 95
(11) 37.31
 —
 6/26/2021     
     —
 107
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 982
  —
 —
  —
 57
(17)6/26/2016     
     174
 —
  6.72
 —
 6/17/2019     
     348
 —
  6.71
 —
 6/17/2019     
     48
 —
  12.06
 —
 6/17/2020     
     97
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     94
 190
(11) 37.95
 —
 6/26/2021     
     —
 213
(12) 47.89
 —
 6/25/2022     
Larry E. Romrell                   
Liberty Global Class A 24,488
  492
 —
  12.23
 —
 6/17/2020     
     697
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 59,295
  490
 —
  12.15
 —
 6/17/2020     
     978
 —
  12.22
 —
 6/17/2020     
     694
 —
  18.98
 —
 6/21/2021     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     1,442
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 1,223
  24
 —
  11.52
 —
 6/17/2020     
     34
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 3,067
  24
 —
  12.06
 —
 6/17/2020     
     48
 —
  12.13
 —
 6/17/2020     
     34
 —
  18.84
 —
 6/21/2021     
     72
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
JC Sparkman                   
Liberty Global Class A 11,262
  —
 —
  —
 579
(17)6/26/2016     
     10,500
 —
  18.15
 —
 6/19/2017     
     10,502
 —
  15.09
 —
 6/12/2018     
     5,250
 —
  6.82
 —
 6/17/2019     
     1,476
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     952
 1,906
(11) 39.60
 —
 6/26/2021     
     —
 2,152
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 23,425
  —
 —
  —
10,456
1,158
(17)6/26/2016     
     10,456
 —
  18.02
   6/19/2017     
     20,905
 —
  17.10
20,905
—
 6/19/2017     
     10,453
 —
  14.97
5,226
—
 6/12/2018     
     20,905
 —
  14.31
10,452
—
 6/12/2018     
     5,227
 —
  6.77
5,227
—
 6/17/2019     
     10,454
 —
  6.76
10,454
—
 6/17/2019     
     1,470
 —
  12.15
1,470
—
 6/17/2020     
     2,937
 —
  12.22
2,937
—
 6/17/2020     
     1,041
 —
  18.98
1,041
—
 6/21/2021     
     2,166
 —
  18.33
2,166
—
 6/21/2021     
     1,981
 —
  22.00
1,981
—
 6/19/2022     
     4,098
 —
  21.38
4,098
—
 6/19/2022     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     3,075
 1,539
(10) 33.33
3,075
—
 6/28/2020     
     6,657
 3,328
(10) 30.95
6,657
—
 6/28/2020     
     1,896
 3,794
(11) 38.23
3,793
—
 6/26/2021     
     —
 4,274
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 562
  —
 —
  —
 28
(17)6/26/2016     
     525
 —
  17.10
 —
 6/19/2017     
     524
 —
  14.21
 —
 6/12/2018     
     262
 —
  6.42
 —
 6/17/2019     
     73
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     47
 95
(11) 37.31
 —
 6/26/2021     
     —
 107
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 1,199
  —
 —
  —
 57
(17)6/26/2016     
     522
 —
  17.88
 —
 6/19/2017     
     1,045
 —
  16.98
 —
 6/19/2017     
     522
 —
  14.86
 —
 6/12/2018     
     1,045
 —
  14.21
 —
 6/12/2018     
     261
 —
  6.72
 —
 6/17/2019     
     522
 —
  6.71
 —
 6/17/2019     
     73
 —
  12.06
 —
 6/17/2020     
     146
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     94
 190
(11) 37.95
 —
 6/26/2021     
     —
 213
(12) 47.89
 —
 6/25/2022     
J. David Wargo                   
Liberty Global Class A 14,275
  10,501
 —
  10.15
 —
 6/22/2016     
     10,500
 —
  18.15
 —
 6/19/2017     
     10,502
 —
  15.09
 —
 6/12/2018     
     10,501
 —
  6.82
 —
 6/17/2019     
     1,476
 —
  12.23
 —
 6/17/2020     
     1,045
 —
  19.13
 —
 6/21/2021     
     1,989
 —
  22.17
 —
 6/19/2022     
     3,088
 1,546
(10) 33.60
 —
 6/28/2020     
     1,905
 3,811
(11) 39.60
 —
 6/26/2021     
     —
 4,303
(12) 51.13
 —
 6/25/2022     
Liberty Global Class C 43,016
(18) 10,454
 —
  10.07
 —
 6/22/2016     
     20,908
 —
  9.84
 —
 6/22/2016     
     10,456
 —
  18.02
 —
 6/19/2017     
     20,905
 —
  17.10
 —
 6/19/2017     
     10,453
 —
  14.97
 —
 6/12/2018     

     Time Vested Options/SARs/RSUs Performance Awards
Director Amount of Shares Beneficially Owned (#) Number of Shares Underlying Unexercised Options/SARs (#) Exercisable Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable 
Base or Exercise Price
($)
 Number of Shares Underlying Unvested RSUs (#) Expiration Date Earned Performance Awards (#)(unvested) Unearned Performance Awards (#)
     20,905
 —
  14.31
 —
 6/12/2018     
     10,454
 —
  6.77
 —
 6/17/2019     
     20,908
 —
  6.76
 —
 6/17/2019     
     1,470
 —
  12.15
 —
 6/17/2020     
     2,937
 —
  12.22
 —
 6/17/2020     
     1,041
 —
  18.98
 —
 6/21/2021     
     2,166
 —
  18.33
 —
 6/21/2021     
     1,981
 —
  22.00
 —
 6/19/2022     
     4,098
 —
  21.38
 —
 6/19/2022     
     3,075
 1,539
(10) 33.33
 —
 6/28/2020     
     6,657
 3,328
(10) 30.95
 —
 6/28/2020     
     3,793
 7,586
(11) 38.23
 —
 6/26/2021     
     —
 8,548
(12) 47.89
 —
 6/25/2022     
LiLAC Class A 709
  525
 —
  9.56
 —
 6/22/2016     
     525
 —
  17.10
 —
 6/19/2017     
     524
 —
  14.21
 —
 6/12/2018     
     524
 —
  6.42
 —
 6/17/2019     
     73
 —
  11.52
 —
 6/17/2020     
     52
 —
  18.03
 —
 6/21/2021     
     99
 —
  20.89
 —
 6/19/2022     
     153
 78
(10) 31.65
 —
 6/28/2020     
     95
 190
(11) 37.31
 —
 6/26/2021     
     —
 215
(12) 48.17
 —
 6/25/2022     
LiLAC Class C 2,144
(18) 522
 —
  9.99
 —
 6/22/2016     
     1,045
 —
  9.77
 —
 6/22/2016     
     522
 —
  17.88
 —
 6/19/2017     
     1,045
 —
  16.98
 —
 6/19/2017     
     522
 —
  14.86
 —
 6/12/2018     
     1,045
 —
  14.21
 —
 6/12/2018     
     522
 —
  6.72
 —
 6/17/2019     
     1,045
 —
  6.71
 —
 6/17/2019     
     73
 —
  12.06
 —
 6/17/2020     
     146
 —
  12.13
 —
 6/17/2020     
     52
 —
  18.84
 —
 6/21/2021     
     108
 —
  18.19
 —
 6/21/2021     
     99
 —
  21.84
 —
 6/19/2022     
     204
 —
  21.22
 —
 6/19/2022     
     153
 77
(10) 33.08
 —
 6/28/2020     
     332
 167
(10) 30.72
 —
 6/28/2020     
     189
 379
(11) 37.95
 —
 6/26/2021     
     —
 426
(12) 47.89
 —
 6/25/2022     
_______________

(1)

Includes 1,977 Liberty Global Class A shares 13,063and 13,061 Liberty Global Class C shares, 98 LiLAC Class A shares and 653 LiLAC Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.

(2)Represents the target number of Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares underlying 2015 PSUs that may be earned by the executive director. If earned, the 2015 PSUs will vest

Vests in two equalannual installments on AprilMay 1, 20172022 and OctoberMay 1, 2017, respectively.2023.


(3)Represents the target number of Liberty Global Class A shares, Liberty Global Class C shares, LiLAC Class A shares and LiLAC Class C shares underlying 2016 PSUs that may be earned by the executive director. If earned, the 2016 PSUs will vest in two equal installments on April 1, 2019 and October 1, 2019, respectively.
(4)

Vests in one remaining quarterly installment oninstallments one May 1, 2016.2022.

(4)
(5)
Vests in full on June 24, 2016. Terms of the PSARs are:
Grant Date Class of Shares Number of Shares (#) Base Price ($) Expiration Date
         
6/24/2013 Liberty Global Class A 971,587
 31.87 6/24/2020
6/24/2013 Liberty Global Class C 967,468
 31.61 6/24/2020
6/24/2013 Liberty Global Class C 1,933,985
 29.88 6/24/2020
6/24/2013 LiLAC Class A 48,562
 30.02 6/24/2020
6/24/2013 LiLAC Class C 48,343
 31.37 6/24/2020
6/24/2013 LiLAC Class C 96,687
 29.66 6/24/2020
(6)

Vests in five equal remaining quarterly installments from May 1, 20162022 to May 1, 2017.2023.

(5)

Vests in two equal annual installments on each of May 1, 2022 and May 1, 2023.

(6)

Vests in two equal annual installments on each of May 1, 2023 and May 1, 2024.

(7)Vests in nine equal remaining quarterly installments from May 1, 2016 to May 1, 2018.

Includes 32 Liberty Global Class A shares held by Mr. Cole’s minor daughter.

(8)

Vests in 13 equalone remaining quarterly installments from May 1, 2016 to May 1, 2019.annual installment on June 11, 2022.

(9)

Vests in two equal remaining annual installments on June 30 of 2022 and 2023.

(10)

Vests in three equal remaining annual installments on June 16 of 2022, 2023 and 2024.

(11)

RSUs awarded to non-executive directors at an AGM vests in full on the date of the following AGM.

(12)

Includes 124,808 Liberty Global Class A shares and 687,905 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership. Also includes 8,787,373 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust and includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.

(13)

Vests in one remaining annual installment on May 1, 2022.

(14)

Vests in two equal remaining annual installments on May 1 of 2022 and 2023.

(15)

Vests in three equal remaining annual installments on May 13 of 2022, 2023 and 2024

(16)

Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone, filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and our executive director, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares and LiLAC Class B shares owned by the Malone Trust,, Mr. Fries will have the right to vote such Liberty Global Class B shares and LiLAC Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares and LiLAC Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.

(10)Vests in one remaining annual installment on June 16, 2016.
(11)Vests in two equal remaining annual installments on June 16, 2016 and the date of our annual general meeting in 2017.
(12)Vests as to one-third of the option shares each on the date of the first, second and third annual general meetings of shareholders following the date of grant.
(13)
Includes 90,303 Liberty Global Class A shares, 680,041 Liberty Global Class C shares, 4,515 LiLAC Class A shares and 34,002 LiLAC Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership. Also includes 8,677,225 Liberty Global Class B shares, 7,117,225 Liberty Global Class C shares, 433,861 LiLAC Class B shares and 375,861 LiLAC Class C shares held by the Malone Trust.
(14)Vests in one remaining annual installment on May 1, 2016.
(15)Vests in two equal remaining annual installments on May 1, 2016 and 2017.
(16)Vests in three equal remaining annual installments on May 1, 2016, 2017 and 2018.
(17)Vests in full on June 16, 2016.
(18)

Includes 32 Liberty Global Class C shares and one LiLAC Class C share held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.


Option Exercises and Stock Vested (Audited)

The table below sets forth certain information concerning each exercise of options or SARs by, and each vesting of restricted shares or RSUs of,by our directors during the year ended December 31, 2015. The table below does not include directors who elected to defer receipt of our shares upon vesting of RSUs pursuant to the Director Deferred Compensation Plan.

  Option/SARs Awards Stock Awards
Director Grant Date Number of
Shares Acquired
on Exercise (#)		 Value Realized
on Exercise ($)(1)		 Expiration Date Vest Date Number of
Shares Acquired
on Vesting (#)		 Value Realized
on Vesting ($)(1)
                  
Michael T. Fries                 
Liberty Global Class A   —
  —
    3/15/2015 333,333
(2) 17,329,983
Liberty Global Class A   —
  —
    3/31/2015 16,629
(2) 855,895
Liberty Global Class A   —
  —
    9/30/2015 16,629
(2) 714,049
Liberty Global Class B   —
  —
    3/15/2015 333,333
  18,126,649
Liberty Global Class C   —
  —
    3/31/2015 49,887
(2) 2,484,871
Liberty Global Class C   —
  —
    9/30/2015 49,887
(2) 2,046,365
LiLAC Class A   —
  —
    9/30/2015 831
(2) 27,996
LiLAC Class C   —
  —
    9/30/2015 2,493
(2) 85,360
Andrew Cole                 
Liberty Global Class A 6/12/2012 16,492
  663,143
  6/3/2015       
Liberty Global Class C 6/12/2012 41,108
  1,556,502
  6/3/2015       
John P. Cole, Jr.                 
Liberty Global Class A 6/15/2005 10,000
  425,750
  6/15/2015       
Liberty Global Class C 6/15/2005 30,000
  1,232,109
  6/15/2015       
John W. Dick                 
Liberty Global Class A 6/15/2005 10,000
  404,651
  6/15/2015       
Liberty Global Class A 6/22/2006 10,000
  442,903
  6/22/2016       
Paul A. Gould                 
Liberty Global Class A 6/15/2005 10,000
  443,700
  6/15/2015       
Liberty Global Class C 6/15/2005 30,000
  1,242,100
  6/15/2015       
John C. Malone                 
Liberty Global Class A 12/16/2010 27,323
  959,857
  12/16/2020       
Liberty Global Class A 5/1/2011 22,141
  658,473
  5/1/2021       
Liberty Global Class A 5/1/2012 24,104
  674,671
  5/1/2022       
Liberty Global Class A 5/1/2013 12,129
  192,609
  5/1/2023       
Liberty Global Class A 5/1/2014 9,900
  120,780
  5/1/2021       
Liberty Global Class C 12/16/2010 84,961
  2,839,658
  12/16/2020       
Liberty Global Class C 5/1/2011 68,529
  1,929,744
  5/1/2021       
Liberty Global Class C 5/1/2012 74,102
  1,949,589
  5/1/2022       
Liberty Global Class C 5/1/2013 38,241
  591,821
  5/1/2023       
Liberty Global Class C 5/1/2014 19,800
  229,086
  5/1/2021       
David E. Rapley                 
Liberty Global Class A   —
  —
    6/25/2015 736
  41,371
Liberty Global Class C   —
  —
    6/25/2015 1,472
  77,898
JC Sparkman                 
Liberty Global Class A   —
  —
    6/25/2015 736
  41,371
Liberty Global Class C   —
  —
    6/25/2015 1,472
  77,898
J. David Wargo                 
Liberty Global Class A 6/15/2005 10,000
  457,800
  6/15/2015       
Liberty Global Class C 6/15/2005 30,000
  1,277,500
  6/15/2015       
_______________
2021.

  Option/SARs Awards  Stock Awards 

Director

 Grant
Date		   Number
of
Shares
Acquired
on
Exercise
(#)		   Value
Realized
on
Exercise
($)(1)		   Expiration
Date		  Vest
Date		  Number of
Shares
Acquired
on Vesting
(#)		  Value
Realized
on
Vesting
($)(1)		 

Michael T. Fries

           

  Liberty Global Class A

  4/1/2019         4/1/2021   71,797   (2)   1,851,645 

  Liberty Global Class C

  4/1/2019         4/1/2021   143,594   (2)   3,680,314 

  Liberty Global Class A

  4/1/2019         10/1/2021   71,797   (2)   2,075,651 

  Liberty Global Class C

  4/1/2019         10/1/2021   143,594   (2)   4,138,379 

  Liberty Global Class B

  5/15/2019         5/15/2021   660,000   (2)   18,671,400 

  Liberty Global Class A

  4/1/2020         5/1/2021   71,933   (2)   1,934,998 

  Liberty Global Class C

  4/1/2020         5/1/2021   143,866   (2)   3,893,014 
           

Miranda Curtis

           

  Liberty Global Class A

  6/21/2011    1,045    12,115    6/21/2021     

  Liberty Global Class C

  6/21/2011    3,207    39,135    6/21/2021     
           

John W. Dick

           

  Liberty Global Class A

  6/21/2011    1,045    11,871    6/21/2021     

  Liberty Global Class C

  6/21/2011    3,207    38,022    6/21/2021     
           

Paul A. Gould

           

  Liberty Global Class A

  6/21/2011    1,045    11,226    6/21/2021     

  Liberty Global Class C

  6/21/2011    3,207    36,430    6/21/2021     
           

Richard Green

           

  Liberty Global Class A

  6/21/2011    1,045    11,895    6/21/2021     

  Liberty Global Class C

  6/21/2011    3,207    38,291    6/21/2021     
           

David Rapley

           

  Liberty Global Class A

  6/21/2011    1,045    11,574    6/21/2021     

  Liberty Global Class C

  6/21/2011    3,207    37,326    6/21/2021     

  Liberty Global Class A

  6/19/2012    1,989    19,015    6/19/2022     

  Liberty Global Class C

  6/19/2012    6,079    61,308    6/19/2022     

  Larry E. Romrell

           

  

           

Liberty Global Class A

  6/21/2011    697    7,939    6/21/2021     

  Liberty Global Class C

  6/21/2011    2,136    25,628    6/21/2021     
           

J. David Wargo

           

  Liberty Global Class A

  6/21/2011    1,045    11,401    6/21/2021     

  Liberty Global Class C

  6/21/2011    3,207    37,121    6/21/2021     

(1)

Value reflects the aggregate amount realized upon the exercise or vesting of awards forof Liberty Global Class A shares Liberty Global Class B,or Liberty Global Class C LiLAC Class A and LiLAC Class C shares in 2015.2021.

(2)

Includes shares withheld by usthe company to pay the minimum withholding taxapplicable taxes due upon vesting of RSUs in 2015.2021.


Percentage Change in Compensation of Executive Director Compared with Employees

CEO Pay Ratio

The following table showssets out the percentage changeratio of our executive director’s pay to the total pay and benefits of U.K. employees at the 25th, 50th and 75th percentile of compensation among U.K. employees for 2021. The CEO single figure used in salary, taxable benefits and annual cash performance awardsthe calculation of the ratios reflects the 2021 single total figure of remuneration (as disclosed on page A-5) for our executive director and, as stated in the note to the table,director. We have excluded employees from our corporate employees located in our Denver corporate officesnon-consolidated U.K. entities for the last two fiscal years.

  Executive Director Employees (1)
     
Salary 13% 4%
Taxable benefits (53)% 4%
Annual cash performance awards (11)% (13)%
_______________
purpose of calculating the below ratios.

(1)YearDue to the complexity of our global operations with operations in multiple countries with different currencies, cost of living and work culture, we selected as the comparator group for the above table our corporate employees based in our Denver office. This group of employees is considered appropriate because our executive director is based in Denver, his compensation is based on U.S. customs and standards and most of the employees in our Denver corporate offices participate in an annual cash performance award program and benefit programs similar to those available to our executive director. To determine the percentage changes for the salary and taxable benefits for our corporate employees, we calculated the average amount of salary and taxable benefits per average employee by dividing the total salary and total taxable benefits by the average number of corporate employees for each fiscal year (without adjustment for leavers and joiners). To determine the percentage change for the annual cash performance award, we calculated the average cash award earned per corporate employee by dividing the total cash performance awards earned by the number of employees that earned such awards for each fiscal year.Method25th percentile pay ratio50th percentile pay ratio75th percentile pay  ratio

2020

C1,607:11,370:1834:1

2021

C1,577:11,099:1858:1

The calculation methodology used reflects Option C as defined under the relevant regulations. To determine the employees at the three quartiles, the company reviewed and analyzed salary data for its permanent employees of consolidated entities as of December 31, 2021. Given the size of the company and the variance in pay elements by employee, the company chose to use base salary to identify the best equivalents for the U.K. employees, as base salary represents the single largest component of pay for the majority of employees across the businesses. Having identified the pools of employees with salaries at the relevant levels, we excluded those employees whose start dates were after January 1, 2022 and graduate trainees on developmental rotations, and we selected a single representative, full-time employee from the remaining identified employees. Once the employees were identified, the company added other elements of pay, including overtime, commissions, benefits and all other relevant compensation elements and converted the sum to U.S. Dollars using currency exchange rates as of December 31, 2021 in order to provide a like-for-like comparison to the pay of our executive director.

The 2021 salary and pay and total benefits, for the 25th, 50th and 75th percentile U.K. employees (excluding employees of non-consolidated U.K. subsidiaries) are as follows:

Percentile Salary  Total Pay 

25th percentile

 £37,611  £39,507 

Median

 £54,000  £56,700 

75th percentile

 £67,815  £72,608 

Each employee’s pay and benefits were calculated using each employee’s remuneration, consistent with the aggregated CEO remuneration. No adjustments were made and no components of pay have been omitted. Note that some of the U.K. employees have limited equity-based compensation. Cash-on-cash comparisons would be different because our CEO’s compensation has a substantial equity component.

Comparison of Annual Change in Pay

In accordance with U.K. regulations, the following table sets out the comparison of the annual change of each director’s pay and average employee of Liberty Global plc (as the parent company) for 2021. The following table requires disclosure of changes in salary, benefits, and bonus amounts for directors, but the year-over-year change can be driven by charitable contributions, use of aircraft, deferred compensation elections, and other minor factors that can collectively give the appearance of significant reductions or increases. For example, Mr. Fries contributed approximately $1 million of his 2020 salary to the company’s COVID-19 relief fund, which is presented in the table as a reduction followed by a substantial increase in salary, when, in fact, his stated base salary remained substantially similar from year to year.

  

Salary or fees
(% change from
2019 to 2020)

  

Benefits (% change

from 2019 to 2020)

  

Bonus (% change
from 2019 to 2020)

  

Salary or fees

(% change
from 2020 to
2021)

  

Benefits (%
change
from 2020
to 2021)

  

Bonus (%
change
from 2020
to 2021)

 

Average Liberty Global plc employee

  4.5%   (44.7)%   19.2%   17.7%   (25.0)%   13.2% 

Michael T. Fries

  (34.7)%   (36.4)%   12.4%   65.6%   1.3%   12.4% 

Andrew J. Cole

  (7.5)%   658.2%   —   8.1%   (63.6)%   — 

Miranda Curtis

  (7.5)%   125.0%   —   8.1%   (57.6)%   — 

John W. Dick

  (7.5)%   100.6%   —   8.1%   (47.7)%   — 

Paul A. Gould

  (5.7)%   25.9%   —   6.0%   (2.1)%   — 

Richard R. Green

  (7.5)%   36.5%   —   8.1%   (33.1)%   — 

John C. Malone

  —   0.5%   —   —   (0.4)%   — 

David E. Rapley

  (6.9)%   38.9%   —   7.5%   0.1%   — 

Larry E. Romrell

  1.5%   519.5%   —   18.3%   (64.0)%   — 

J. David Wargo

  (7.5)%   33.4%   —   8.1%   (7.1)%   — 

Relative Importance of Spend on Pay

The following table shows our consolidated expenditures for the last two fiscal years on total compensation costs (as calculated under GAAP) for all employees and our share repurchase programs.

 2015 2014 Percentage Change
 in millions  
      
Compensation costs (1)$2,974.2
 $2,960.3
 0.5%
Share repurchase programs (2)$2,344.5
 $1,596.9
 47.0%
_______________
The share repurchase program was chosen as an appropriate comparator, as it is our primary method of distributing profits to our shareholders.

   

        2021         

   

        2020         

   

Percentage
Change

 
   in millions     

Compensation costs (1)

   $        2,149.0    $        2,325.6    (7.6)% 

Share repurchase programs

   $1,581.1    $1,072.3    47.4% 

(1)

Includes costs for wages and salaries, share-based compensation, pension and social security and benefits. The amountamounts for 2014 does not include $6.6 million of compensation costs related to discontinued operations.2022 and 2021 exclude employees who were with the operations sold by our company in 2021.

(2)Includes direct acquisition costs and the effects of derivative instruments, where applicable.


Past Performance

Total Shareholder Return Graphs

The following graph compares the changes in the cumulative total shareholder return on our Liberty Global Class A shares, Liberty Global Class B shares and Liberty Global Class C shares from January 1, 20092012 to December 31, 2015,2021, to the change in the cumulative total return on the ICB 6500 Telecommunications and the Nasdaq US Benchmark TR Index (assuming reinvestment of dividends, if applicable). because Liberty Global plc shares are listed on the Nasdaq. The performance presented below includes (a) the share prices of LGI’s Series A, Series B and Series C common stock prior to the formation of Liberty Global in connection with the June 7, 2013 acquisition of Virgin Media.  In addition, share pricesMedia and (b) the retrospective impact of the July 1, 2015 distribution of our LiLAC ordinary shares. The performance presented below for the periods prior to March 3, 2014 haveJuly 1, 2016, has not been retrospectively revised to give effect to the issuance on that datedistribution of oneLiLAC ordinary shares to holders of Liberty Global Class C ordinary share for each outstanding Liberty Global Class A, Class B and Class C ordinary share that was outstanding on the February 14, 2014 record date.shares. The graph assumes that $100 was invested on January 1, 2009.

  December 31,
  200920102011 2012 2013 2014 2015
             
Liberty Global Class A shares $137.44
$222.10
$257.61
 $395.29
 $558.82
 $606.40
 $511.59
Liberty Global Class B shares $138.69
$219.34
$259.73
 $396.91
 $557.79
 $617.15
 $494.53
Liberty Global Class C shares $144.00
$223.25
$260.34
 $387.01
 $555.45
 $624.97
 $527.43
ICB 6500 Telecommunications $110.92
$132.29
$141.18
 $168.43
 $191.00
 $196.22
 $203.27
Nasdaq US Benchmark TR Index $129.26
$151.94
$152.42
 $177.46
 $236.88
 $266.39
 $267.68

The following graph compares the changes in the cumulative total shareholder return on our LiLAC Class A shares, LiLAC Class B shares and LiLAC Class C shares from July 2, 2015 (the day following the creation of the LiLAC Group tracking shares) to December 31, 2015, to the change in the cumulative total return on the ICB 6500 Telecommunications and the Nasdaq US Benchmark TR Index (assuming reinvestment of dividends, applicable). The graph assumes that $100 was invested on July 2, 2015.
 July 31, 2015 August 31, 2015 September 30, 2015 October 31, 2015 November 30, 2015 December 31, 2015
            
LiLAC Class A shares$86.19
 $69.28
 $67.91
 $77.85
 $75.69
 $83.39
LiLAC Class B shares (a)$88.22
 $75.82
 $69.67
 $81.93
 $81.93
 $81.93
LiLAC Class C shares$88.46
 $69.13
 $71.19
 $80.37
 $81.54
 $89.40
ICB 6500 Telecommunications$99.23
 $96.39
 $92.58
 $99.27
 $97.50
 $99.06
Nasdaq US Benchmark TR Index$101.11
 $95.00
 $92.22
 $99.56
 $100.13
 $98.05
_______________  
30, 2011.

LOGO

  December 31, 
  

2011

  

2012

  

2013

  

2014

  

2015

  

2016

  

2017

  

2018

  

2019

  

2020

  

2021

 

Liberty Global Class A shares

 $100.00  $153.41  $216.88  $210.23  $177.38  $145.88  $170.91  $101.76  $108.44  $115.50  $132.28 

Liberty Global Class B shares (a)

 $100.00  $152.80  $214.74  $240.43  $192.65  $149.05  $168.48  $99.53  $107.77  $116.21  $133.46 

Liberty Global Class C shares

 $100.00  $148.68  $217.31  $213.80  $180.43  $150.30  $171.26  $104.45  $110.32  $119.69  $142.16 

ICB 6500 Telecommunications

 $100.00  $119.30  $135.29  $138.99  $143.98  $178.20  $178.03  $165.89  $209.64  $230.25  $242.53 

Nasdaq US Benchmark TR Index

 $100.00  $116.43  $155.41  $174.78  $175.62  $198.47  $240.90  $227.79  $298.80  $362.35  $456.16 

(a)

Trading data is limited for Liberty Global Class B LiLAC Shares,shares, as suchthese shares are thinly traded.thinly-traded.


Seven

Ten Year CEOTotal Compensation

  2015 2014 2013 2012 2011 20102009
              
Single Total Compensation Figure $29,662,545
 $131,664,116
 $17,980,903
 $14,544,935
 $12,939,782
 $4,348,078
$3,130,675
Annual Performance Awards (as percentage of maximum) 82.3% 98.1% 79.2% 90.6% 100.0% 85.3%100.0%
Vesting of Long-Term Performance Awards (as percentage of maximum) 69.1% 100.8% 66.3% 93.5% 87.5% —%—%
(Determined under U.K. Regulations Using Historic Stock Prices)

  2021  2020(3)  2019(3)  2018(3)  2017(3)  2016(3)  2015(3)  2014(3)  2013(3)  2012(3) 

Single Total Compensation Figure (1)(2)

 $85,695,136  $52,241,521  $49,497,981  $24,886,072  $8,963,767  $24,038,545  $29,662,545  $131,664,116  $17,980,903  $14,544,935 

Annual Performance Bonus Awards (as percentage of maximum)

  113.2%   112.5%   101.8%   101.6%   57.0%   61.7%   82.3%   98.1%   79.2%   90.6% 

Vesting of Long-Term Performance Awards (as percentage of maximum)

  100%   65%   106.1%   27.4%   —%   66.3%   69.1%   100.8%   66.3%   93.5% 

(1)

Reflects the single figure in respect of Mr. Fries for each of the periods, calculated in accordance with U.K. regulations (as shown in the table “Single Total Figure of Compensation for Directors (Audited)”). U.S. regulations provide for substantially different means of calculation, using instead grant date fair value. U.K. regulations for the “Single Total Compensation Figure” include compensation granted in prior periods that vests in the year in question. For example, the figure for 2021 includes grants made to Mr. Fries in connection with the renewal of his employment agreement which were granted in 2019 but which vested in 2021 and are shown not at the value of the stock on the date of this proxy statement or at the time of grant but at the spot price at year end of 2021 (see next footnote). U.S. stockholders therefore may find this disclosure to be inconsistent with U.S.-based disclosure.

(2)

U.K. regulations require that equity awards are valued using stock prices as of the end of the year in which they were granted and SAR values using the stock price at the time of vesting. Since market prices for our shares move upwards or downwards, these values therefore only show the “spot” value based upon those regulations. Actual amounts realized or realizable will vary and can vary substantially. The single total figure of compensation for Mr. Fries consists of the sum of his fees and salary, taxable benefits, annual performance bonus awards, long-term performance awards, SAR/option awards and pension amounts for the relevant year, as the case may be.

(3)

The numbers for the above table for previous years are derived from our proxy statement for each of the respective years. For further information on previous years please refer to those filings. For calendar year 2014, the reported single figure included compensation from Mr. Fries’ employment agreement which was entered into in that year. Under the agreement he received various equity awards which were subject to time vesting and performance conditions over multiple years, but which were shown pursuant to the applicable regulations as if earned in one year, reflecting stock prices on December 31, 2014. Stock prices have since varied.

Director Compensation for the Year Ending December 31, 20162022

For 2016,2022, the nominating and corporate governance committee with respect to our non-executive directors, and the compensation committee with respect to our executive director, intend to apply our approved directors’ compensation policy using each committee’s discretion, as described below.


below, consistent with the terms of the directors’ compensation policy.

Executive Director

Salary. For 2016,2022, the compensation committee accepteddid not increase our CEO’s recommendation that he not receive an increase inexecutive director’s base salary due to management’s decision to concentrate and focus annual salary increasesfrom that in effect during 2021, maintaining it at the lower levels of the company in 2016. For additional information, see the CD&A under Elements of Compensation Packages—Base Salary on or about page 40 of the proxy statement.

$2,563,000.

Benefits. Our executive director is eligible for participation in our aircraft policy, directors’ and officers’ insurance, indemnification (as provided in our articles of association and a deed of indemnity between Liberty Global and theour executive director), gifts, reimbursement of certain fees, and for memberships in certain professional organizations. Our executive director is eligible for participation in other benefit plans and policies offered to salaried employees in the U.S., including life insurance, health insurance, executive health plan and gym facilities. We offer ourOur Deferred Compensation Plan that permits our executive director to defer payment of his salary and annual bonus. In addition, we will pay for expenses related to business travel in accordance with our business expense policy.

Annual Cash Performance Bonus Award. In March 2016,February 2022, the compensation committee approved the individual and department performance goals, and set theincluding maximum achievable cashannual performance awardbonus awards, with respect to annual performance awards for the2022 to our executive officers, including our executive director. For 2016,2022, the target achievable performance bonus award for our executive director was increased from $8.5 million to $9.0is $15.75 million pursuant to the terms of the Fries Agreement and in accordance with the directors’ compensation policy. The target 2022 annual bonus program is based on the achievement of revenue and Adjusted EBITDA less P&E Additions budgets, customer satisfaction metrics and specified ESG (environmental, social and governance) goals and objectives for the fiscal year ending December 31, 2022. Based on the achievement of these performance metrics, the actual payout is determined; if the targets are met, the payout is 100%. The maximum achievablepayout under the 2022 annual performance bonus award related to these Company performance metrics is 145%. In special circumstances, the compensation committee can further increase the 2022 annual performance bonus award to up to 1.5 times the achieved bonus amount to recognize exceptional individual performance and special contributions. The compensation committee can also reduce the 2022 annual performance bonus award to reflect under-performance. The compensation committee may decide whether to pay the 2022 annual performance bonus award in cash performance award foror shares of the company and has made a general decision that any over-performance will be paid in shares. Under the shareholding incentive program, the executive director is 150% of the target award if over-performance against operational performance metrics are achieved. In addition, the maximum cash performance award could increasemay elect to receive up to 225% based on our executive director’s individual performance against personal performance objectives approved by the compensation committee. The terms100% of his earned 2022 annual bonus in ordinary shares of Liberty Global in lieu of cash.

Equity Incentive Awards. As previously described in this report and financial metrics for this annual cash performance award are summarized in the CD&A under Elements of Compensation Packages—Annual Cash Performance Awards on or about page 40 of the proxy statement.

Equity Incentive Awards. In February 2016,statement, in 2021 and in accordance with our long-term incentive program, in April 2021, the compensation committee approvedestablished the 2021 Long-Term Incentive Plan, which included a grant of 2016 PSUsin April 2021 to each executive officer, including our executive director. In consideringdirector, in the 2016 PSUs,amount of the compensation committee combined the PSU grants for each of 2016 and 2017 into a single award with a single performance target and extended the performance period to three years ending December 31, 2018. No grant of PSUs will be made in 2017. As the performance measure, the compensation committee selected growth in consolidated OCF, as adjusted at the compensation committee’s discretion for events that may affect comparability, such as changes in foreign currency exchange rates and accounting principles or policies for the three-year performance period. Our executive director will also receive a grant of SARs, which is expected to be made on or about May 1, 2016, when similar awards are made to officers and certain employees of our company. The aggregaterespective officer’s regular annual target equity value for 2021 and 2022. Accordingly, no equity has been or is anticipated to be granted to our executive director in 2022. For our executive director, the 2016 PSUstarget long-term incentive value for 2021 was $19.0 million and for 2022 is $20.5 million, pursuant to his employment agreement. In April 2021, ninety percent of the executive director’s total 2021 and 2022 target equity value was granted in the form of SARs. The SARs are subject to vesting in two equal installments on May 1 of 2023 and 2024, and naturally align the executives’ performance with shareholders as their value is completely dependent upon share appreciation. Ten percent of the executive director’s 2021 target equity value was granted under the 2021 VIP component of the 2021 Long-Term Incentive Plan, which is based upon performance over a three-year period of the company’s increasingly significant Ventures portfolio of investments, and the grant of SARs in 2016 and 2017 is $37.5 million.
The target OCF CAGR is subject to upward or downward adjustment for certain events in accordance with the termsremaining ten percent of the grant agreement. The base performance objective set byexecutive director’s 2022 target equity value was granted in April 2022 under the compensation committee is 50% of the target OCF CAGR. The base performance objective must be satisfied in order for the executive director to be eligible to earn any of his 2016 PSU awards. The terms and financial metrics for the 2016 PSUs are summarized in the CD&A. The design of the 2016 PSU awards, as modified, is based on the terms2022 VIP. This new VIP component of the long-term incentive awards as set forthprogram is designed to incentivize management’s efforts in the CD&A under Elements of Compensation Packages—Equity Incentive Awards on or about page 45 of the proxy statement.
Other than as stated above, no other changes are anticipated in 2016driving growth and value with respect to the Ventures portfolio of investments, which has increasing scale and importance within the company’s business. Performance is based upon changes (positive or negative) against the valuation of the Ventures portfolio over the performance period performed by a third-party auditor using detailed valuation principles. The earned portion of the VIP will be paid after the end of the performance period, either in company shares or cash at the option of the company.

The 2021 Long Term Incentive Plan as described above, overall and particularly for our executive director, is weighted heavily in SARs, which carries greater risk to the executive but also provides upside aligned with shareholders if the company’s share prices appreciate. The compensation committee made these modifications to the long-term incentive portion of our executives’, including the executive director.

Non-executive Directors
Except as stated below,director’s, compensation to provide increased focus on share price performance, which directly aligns the fees tointerests of the executives with shareholders.

Non-executive Directors

Non-executive director compensation for 2022 will be paid to ourincreased such that each non-executive directors in 2016director, other than Mr. Malone, will remain as stated inreceive an annual retainer equivalent of $130,000 and an equity award with a combined grant date fair value of $200,000. The non-executive director compensation has otherwise been maintained consistent with our directors’ compensation policy, which is summarized in the proxy statement under Executive Officers and Directors Compensation—Directors Compensation. Similarly,Similar to previous years, the

non-executive directors will receive an equity award grant on the date of the AGM as stated in the Executive Officers and Directors Compensation—Directors Compensation sectionof the proxy statement, except in the case of our chairman, who will receive his grant of options at the time the executive director receives his SAR award grant. As described in the proxy statement, for non-executive directors who elect to receive up to 85% of their fees in ordinary shares of Liberty Global, such non-executive directors will receive a combination of Liberty Global Class A, Liberty Global Class C, LiLAC Class A and LiLAC Class C shares for their fees. Also, beginning withThe equity awards in 2016 to non-executive directors, they receive will receive such equity awardsgenerally be based on a combination of the company’sour Liberty Global Class A and Liberty Global Class C LiLAC Class A and LiLAC Class C shares. In addition, with respect to our chairman, the independent

Our non-executive directors agreed to increase his reimbursement allowance to $500,000 per year beginning in 2016.

Our directors are eligible for participation in our aircraft policy, directors’ and officers’ insurance, indemnification (as provided in our articles of association and deeds of indemnity between Liberty Global and each non-executive director), gifts and for memberships in certain professional organizations. We will also make available to our non-executive directors, when requested, health insurance under our health insurance policies. In accordance with our directors’ compensation policy, we will reimburse our chairman of the boardfrom his reimbursement allowance for professional fees and other expenses incurred by him related to his ownership of our shares and in connection with his services as our

chairman. For our non-executive directors, we offer our Directors Deferred Compensation Plan that permits our non-executive directors to defer paymentup to 85% of their fees (whether paid in shares or cash) and vesting of any RSUs. In addition, we will pay for expenses related to business travel, including guests when invited, in accordance with our business expense policy.

Other than as stated above and in the policy, no further changes are anticipated in 20162022 with respect to the compensation of our non-executive directors.

directors or our executive director.

Signed on behalf of the board of directors:


LOGO

Bryan H. Hall
Executive Vice President, General Counsel and Secretary
April 25, 201629, 2022

Company registered number:     8379990

LOGO

liberty global LIBERTY GLOBAL plc 161 Hammersmith Road London W6 8BS UK vote
000004
ENDORSEMENT_LINE SACKPACK
MR A SAMPLE
DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
Annual General Meeting Proxy Card
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
MMMMMMMMMMMMMM C123456789
000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext
Your vote matters – here’s how to vote!
You may vote online or by phone instead of mailing this card.
Votes submitted electronically must be received by 6:00 a.m. British Time (1:00 a.m. Eastern Time) on June 15, 2022.
Online
Go to www.envisionreports.com/lgip or scan the QR code — login details are located in the shaded bar below.
Phone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada
Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/lgip
1234 5678 9012 345
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
A Resolutions — The Board of Directors recommends a vote FOR all nominees in ordinary resolutions 1 – 4, FOR ordinary resolutions 5-8 and
10-11 and FOR special resolution 9: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2025 or until a successor in interest is appointed.
Elect Marisa D. Drew as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2025 or until a successor in interest is appointed.
Elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2025 or until a successor in interest is appointed.
Elect Daniel E. Sanchez as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2025 or until a successor in interest is appointed.
Approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2021, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).
Ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2022.
Appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (the Companies Act) (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).
Authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.
Authorize Liberty Global’s board of directors in accordance with Section 570 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authority conferred under section 551 of the Companies Act by resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, without the rights of preemption provided by Section 561 of the Companies Act.
Authorize Liberty Global and its subsidiaries to make political donations to political parties, independent election candidates and/or political organizations other than political parties and/or incur political expenditures of up to $1,000,000 under the Companies Act.
Approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2022 AGM.
For Against Abstain
For Against Abstain
For Against Abstain
C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MMMMMM 1PCF 541242 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
03MTFC

LOGO

Annual General Meeting Admission Ticket
Annual General Meeting of Liberty Global plc Shareholders
June 15, 2022, at 2:00 p.m. British Summer Time (9:00 a.m. Eastern Time)
9 Appold Street, London EC2A 2AP, U.K.
Upon arrival, please present this admission ticket and photo identification at the registration desk.
Liberty Global plc’s Annual General Meeting of shareholders will be held at Broadgate West, 9 Appold Street, London EC2A 2AP, U.K., on June 15, 2022, at 2:00 p.m. British Summer Time (9:00 a.m. Eastern Time). As a result of applicable regulations and guidelines related to the COVID-19 pandemic, physical attendance at the meeting may be subject to restrictions or limitations based upon company policy. If you plan to attend the Annual General Meeting, please tear off and keep the upper portion of this form as your ticket for admission to the meeting. This ticket, along with a form of personal identification, admits the named Shareholder(s) and one guest.
Your vote is important. Regardless of whether you plan to attend the meeting, it is important that your ordinary shares be voted. Accordingly, we ask that you vote your ordinary shares as soon as possible using one of two convenient methods: over the internet or by signing and returning your proxy card in the envelope provided. If you plan to attend the meeting, please mark the appropriate box on the proxy.
Important Notice Regarding Internet Availability of Proxy Materials for the Annual General Meeting:
The Annual Report to Shareholders, the U.K. Report and Accounts and The Notice and Proxy Statement are available at www.envisionreports.com/lgip.
Small steps make an impact.
Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/lgip
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — LIBERTY GLOBAL PLC Liberty Global Class A & Class B +
Annual General Meeting of Shareholders — June 15, 2022
Proxy Solicited by the Board of Directors
The undersigned shareholder of Liberty Global plc hereby appoints Bryan H. Hall and Jeremy L. Evans, with power to act without the other and with the right of substitution in each, the proxies of the undersigned to vote all of the Liberty Global Class A and Liberty Global Class B shares of Liberty Global plc, held by the undersigned at the Annual General Meeting of Shareholders to be held on June 15, 2022, and at any adjournments 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 DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE IN ACCORDANCE WITH THE DIRECTORS’ RECOMMENDATIONS FOR ALL NOMINEES IN ORDINARY RESOLUTIONS 1 - 4, FOR ORDINARY RESOLUTIONS 5 - 8 AND 10 - 11 AND FOR SPECIAL RESOLUTION 9. IN THE EVENT THAT ANY OTHER MATTER MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING, OR ANY ADJOURNMENT THEREOF, THE PERSONS SET FORTH ABOVE ARE AUTHORIZED, AT THEIR DISCRETION, TO VOTE THE MATTER.
(Resolutions on which to be voted appear on reverse side.)
B Materials Election
The rules of the U.K. Companies Act 2006 and the U.S. Securities and Exchange Commission permit companies to send you a notice that proxy and other information is available on the internet instead of mailing you a set of the materials. Check the box to the right if you consent to receiving such proxy and other materials via the internet.
C Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.
Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, or other fiduciary, please give full title.
Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.
D Non-Voting Items
Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting.

+

Company registered number:8379990