UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 30, 2020
Liberty Global plc
(Exact Name of Registrant as Specified in Charter)
| England and Wales | 001-35961 | 98-1112770 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification #) | ||
Griffin House, 161 Hammersmith Rd, London, United Kingdom
W6 8BS
(Address of Principal Executive Office)
+44.208.483.6449 or 303.220.6600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A ordinary shares | LBTYA | Nasdaq Global Select Market |
| Class B ordinary shares | LBTYB | Nasdaq Global Select Market |
| Class C ordinary shares | LBTYK | Nasdaq Global Select Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 30, 2020, Liberty Global plc (Liberty Global) held its annual general meeting of shareholders (the AGM). We had over 90% of our outstanding shares entitled to vote present at the meeting (either in person or by proxy). At the meeting, fourteen matters were considered and acted upon.
| 1. | To elect Miranda Curtis as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed. |
| 2. | To elect John W. Dick as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed. |
| 3. | To elect JC Sparkman as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed. |
| 4. | To elect J. David Wargo as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed. |
| 5. | Approve, on an advisory basis, the annual report on the implementation of the directors' compensation policy for the year ended December 31, 2019, contained in Appendix A of the proxy statement (in accordance with requirements applicable to United Kingdom (U.K.) companies). |
| 6. | Approve the director’s compensation policy contained in Appendix A of Liberty Global’s proxy statement for the 2020 AGM (in accordance with requirements applicable to U.K. companies) to be effective as of the date of the 2020 AGM. |
| 7. | Approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Liberty Global’s proxy statement for the 2020 AGM pursuant to the compensation disclosure rules of the Securities and Exchange Commission, under the heading “Executive Officers and Directors Compensation”. |
| 8. | Choose, on an advisory basis, the frequency at which future advisory votes on the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, will be held. |
| 9. | Ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2020. |
| 10. | 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). |
| 11. | Authorize the audit committee of Liberty Global's board of directors to determine the U.K. statutory auditor's compensation. |
| 12. | Authorize Liberty Global's board of directors in accordance with Section 570 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authority conferred under Section 551 of the Companies Act by resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, without the rights of pre-emption provided by Section 561 of the Companies Act. |
| 13. | 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. |
| 14. | Approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2020 AGM. |
Each of the resolutions 1-7 and 9-14 were adopted and the frequency of every three years was adopted with respect to resolution 8. The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such
resolution, are set forth below.
Resolutions 1, 2, 3 and 4 - Election of Directors:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |
| Miranda Curtis | 246,759,407 | 25,430,846 | 394,166 | 11,086,687 |
| John W. Dick | 241,846,019 | 30,339,611 | 398,789 | 11,086,687 |
| JC Sparkman | 209,314,957 | 62,870,279 | 399,183 | 11,086,687 |
| J. David Wargo | 233,843,640 | 38,346,663 | 394,116 | 11,086,687 |
Resolution 5 - Approval of the Annual Report on the Implementation of the Directors’ Compensation Policy:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 200,558,030 | 61,960,309 | 10,066,080 | 11,086,687 |
Resolution 6 - Approval of the Director’s Compensation Policy:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 175,762,447 | 86,746,035 | 10,075,937 | 11,086,687 |
Resolution 7 - Approval of Compensation of the Named Executive Officers:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 170,232,934 | 91,909,616 | 10,441,869 | 11,086,687 |
Resolution 8 - Frequency for the Advisory Vote on the Compensation of the Named Executive Officers:
| THREE YEARS | TWO YEARS | ONE YEAR | ABSTAIN | BROKER NON-VOTES |
| 163,154,050 | 8,633,550 | 100,635,020 | 161,799 | 11,086,687 |
Resolution 9 - Ratification of KPMG LLP (U.S.) as Liberty Global’s Independent Auditor:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 282,073,312 | 1,289,733 | 308,061 | — |
Resolution 10 - Appointment of KPMG LLP (U.K.) as Liberty Global’s U.K. Statutory Auditor:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 282,346,962 | 1,042,830 | 281,314 | — |
Resolution 11 - Authorization of the Audit Committee to determine the U.K. statutory auditor’s compensation:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 283,434,316 | 158,656 | 78,134 | — |
Resolution 12 - Authorization to allot equity securities for cash pursuant to the authority conferred by Resolution 10 passed at the Annual General Meeting of Liberty Global held on June 11, 2019, without rights of pre-emption:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 278,340,643 | 5,023,689 | 306,774 | — |
Resolution 13 - Authorization to allow Liberty Global and its subsidiaries to make political donations and/or incur political expenditures of up to $1,000,000:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 259,743,242 | 12,804,730 | 36,447 | 11,086,687 |
Resolution 14 - Approval of the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in its capital:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 269,521,000 | 3,004,647 | 58,772 | 11,086,687 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Name
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIBERTY GLOBAL PLC | ||
| By: | /s/ BRYAN H. HALL | |
| Bryan H. Hall | ||
| Executive Vice President, General Counsel and Secretary | ||
Date: July 6, 2020