LIBERTY BROADBAND CORPORATION 
2024 PROXY STATEMENT | 2023 ANNUAL REPORT
CONTENTS
Proxy Statement
Forward-Looking Statements
Stock Performance
Investment Summary
Financial Information
Corporate Data
Environmental Statement
LIBERTY BROADBAND CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700
DEAR FELLOW STOCKHOLDER:
You are cordially invited to attend the 2024 annual meeting of stockholders of Liberty Broadband Corporation to be held at 8:15 a.m., Mountain time, on June 10, 2024. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You may attend the meeting, submit questions and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/LBRD2024. To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 10, 2024.
At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting.
Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning the proxy card if you received a paper copy of the proxy materials by mail. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting.
Thank you for your cooperation and continued support and interest in Liberty
Broadband.
Very truly yours,
Gregory B. Maffei
President and Chief Executive Officer
April 24, 2024
The Notice of Internet Availability of Proxy Materials is first being mailed on or about April 29, 2024, and the proxy materials relating to the annual meeting will first be made available on or about the same date.
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given of the annual meeting of stockholders of Liberty Broadband Corporation. The annual meeting will be held via the Internet and will be a completely virtual meeting of stockholders.
MEETING DATE & TIME | VIRTUAL MEETING LOCATION | RECORD DATE |
June 10, 2024, | You may attend the meeting, submit questions and vote your | 5:00 p.m., New York |
at 8:15 a.m. MT | shares electronically during the meeting via the Internet by | City time, on April 16, |
visiting www.virtualshareholdermeeting.com/LBRD2024 | 2024 |
To enter the annual meeting, you will need the 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on June 10, 2024.
At the annual meeting, you will be asked to consider and vote on the following proposals. Our Board of Directors (Board or Board of Directors) has unanimously approved each proposal for inclusion in the proxy materials.
BOARD | |||
PROPOSAL | RECOMMENDATION | PAGES | |
1 | A proposal (which we refer to as the election of directors proposal) to elect Julie D. Frist | FOR each director | 14-23 |
and J. David Wargo to continue serving as Class I members of our Board until the 2027 | nominee | ||
annual meeting of stockholders or their earlier resignation or removal. | |||
2 | A proposal (which we refer to as the auditors ratification proposal) to ratify the selection | FOR | 35-36 |
of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024. | |||
3 | A proposal (which we refer to as the incentive plan proposal) to adopt the Liberty | FOR | 38-43 |
Broadband Corporation 2024 Omnibus Incentive Plan | |||
4 | A proposal (which we refer to as the say-on-payproposal) to approve, on an advisory | FOR | 44-45 |
basis, the compensation of our named executive officers as described in this proxy |
statement under the heading "Executive Compensation".
You may also be asked to consider and vote on such other business as may properly come before the annual meeting.
We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting.
YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting. You may vote electronically during the annual meeting or by proxy prior to the meeting by telephone, via the Internet or by mail:
Internet
Virtual Meeting
Phone
Vote online at | Vote live during the annual | Vote by calling | Vote by returning a properly |
www.proxyvote.com | meeting at the URL above | 1-800-690-6903 (toll free) in | completed, signed and dated |
the United States or Canada | proxy card |
WHO MAY VOTE
Holders of record of our following series of capital stock, par value $0.01 per share, as of the record date will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof:
- Series A common stock
- Series B common stock
- Series A Cumulative Redeemable Preferred Stock
WHO MAY NOT VOTE
Holders of record of our Series C common stock, par value $0.01 per share, as of the record date are NOT entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the annual meeting.
These holders will vote together as a single class on each proposal.
A list of stockholders entitled to vote at the annual meeting will be available at our offices at 12300 Liberty Boulevard, Englewood, Colorado 80112 for review by our stockholders for any purpose germane to the annual meeting for at least ten days prior to the annual meeting. If you have any questions with respect to accessing this list, please contact Liberty Broadband Investor Relations at (844) 826-8735.
Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be
Held on June 10, 2024: our Notice of Annual Meeting of Stockholders, Proxy Statement and 2023
Annual Report to Stockholders are available at www.proxyvote.com.
By order of the Board of Directors,
Katherine C. Jewell
Vice President and Secretary
Englewood, Colorado
April 24, 2024
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN THE PROXY CARD IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS BY MAIL.
Table of Contents
Proxy Summary | 1 |
About Our Company | 1 |
2023 Year In Review | 1 |
Voting Roadmap | 3 |
Sustainability Highlights | 5 |
Executive Compensation Highlights | 8 |
Proxy Statement for Annual Meeting of | |
Stockholders | 8 |
The Annual Meeting | 9 |
Notice and Access of Proxy Materials | 9 |
Electronic Delivery | 9 |
Time, Place and Date | 9 |
Purpose | 10 |
Quorum | 10 |
Who May Vote | 10 |
Votes Required | 11 |
Votes You Have | 11 |
Shares Outstanding | 11 |
Number of Holders | 11 |
Voting Procedures for Record Holders | 11 |
Voting Procedures for Shares Held in Street | |
Name | 12 |
Voting Procedures for Shares Held in the GCI | |
401(K) Savings Plan | 12 |
Revoking a Policy | 12 |
Solicitation of Proxies | 12 |
Other Matters to be Voted on at the Annual | |
Meeting | 13 |
Stockholder Proposals | 13 |
Additional Information | 13 |
Proposal 1 - The Election of Directors | |
Proposal | 14 |
Board of Directors Overview | 14 |
Vote and Recommendation | 14 |
Our Board at a Glance | 15 |
Director Skills and Experience | 16 |
Nominees for Election as Directors | 17 |
Directors Whose Term Expires in 2025 | 19 |
Directors Whose Term Expires in 2026 | 21 |
Corporate Governance | 24 |
Director Independence | 24 |
Board Composition | 24 |
Board Classification | 24 |
Board Diversity | 25 |
Board Leadership Structure | 25 |
Board Role in Risk Oversight | 25 |
Code of Ethics | 26 |
Family Relationships; Legal Proceedings | 26 |
Committees of the Board of Directors | 26 |
Board Criteria and Director Candidates | 29 |
Board Meetings | 31 |
Director Attendance at Annual Meetings | 31 |
Stockholder Communication with Directors | 31 |
Executive Sessions | 31 |
Director Compensation | 32 |
Nonemployees Directors | 32 |
Director Compensation Table | 34 |
Proposal 2 - The Auditors Ratification | |
Proposal | 35 |
Vote and Recommendation | 35 |
Audit Fees and All Other Fees | 35 |
Policy on Pre-Approval of Audit and Permissible | |
Non-Audit Services of Independent Auditor | 36 |
Audit Committee Report | 37 |
Proposal 3 - The Incentive Plan Proposal | 38 |
Vote and Recommendation | 38 |
Key Features of the 2024 Incentive Plan | 38 |
Liberty Broadband Corporation 2024 Omnibus | |
Incentive Plan | 39 |
U.S. Federal Income Tax Consequences of | |
Awards Granted Under the 2024 Incentive Plan . . | 42 |
New Plan Benefits | 43 |
Proposal 4 - The Say-On-Pay Proposal | 44 |
Advisory Vote | 44 |
Vote and Recommendation | 44 |
Executive Officers | 46 |
Executive Compensation | 47 |
Compensation Discussion and Analysis | 47 |
Summary Compensation Table | 60 |
Executive Compensation Arrangements | 62 |
Grants of Plan-Based Awards | 66 |
Outstanding Equity Awards at Fiscal Year-End . . | 67 |
Option Exercises and Stock Vested | 68 |
Potential Payments Upon Termination or Change | |
in Control | 69 |
Benefits Payable Upon Termination or Change in | |
Control | 72 |
Pay Versus Performance | 74 |
Equity Compensation Plan Information | 78 |
Security Ownership of Certain Beneficial | |
Owners and Management | 79 |
Security Ownership of Certain Beneficial | |
Owners | 79 |
Security Ownership of Management | 82 |
Hedging Disclosure | 84 |
Changes in Control | 84 |
Certain Relationships and Related Party | |
Transactions | 85 |
Exchange Agreement with John C. Malone | 85 |
Annex A: Liberty Broadband Corporation 2024 | |
Omnibus Incentive Plan | A-1 |
Glossary of Defined Terms
360networks Aristeia
Atlanta Braves Holdings BlackRock
Charter
City National
DHC
Discovery
Discovery Communications
FMR
FPR
FW Cook
GCI Liberty
LGI
LGP
Liberty Broadband
Liberty Expedia
Liberty Media
Liberty TripAdvisor
Live Nation
LMAC
LMI
Microsoft
Oracle
Qurate Retail
RBC Capital
RBC CMA
RBC Dominion
RBC Trust
Rochdale
Sirius XM
SkyTel
TCI
Tripadvisor
Vanguard
Warner Bros. Discovery WhiteWave
Zillow
360networks Corporation Aristeia Capital, L.L.C. Atlanta Braves Holdings, Inc. BlackRock, Inc.
Charter Communications, Inc.
City National Bank
Discovery Holding Company (predecessor of Discovery Communications)
Discovery, Inc. (formerly Discovery Communications) (Warner Bros. Discovery's predecessor)
Discovery Communications, Inc.
FMR LLC
FPR Partners, LLC
Frederic W. Cook & Co., Inc.
GCI Liberty, Inc.
Liberty Global, Inc. (LGP's predecessor)
Liberty Global plc
Liberty Broadband Corporation
Liberty Expedia Holdings, Inc.
Liberty Media Corporation
Liberty TripAdvisor Holdings, Inc.
Live Nation Entertainment, Inc.
Liberty Media Acquisition Corporation
Liberty Media International, Inc. (LGI's predecessor) Microsoft Corporation
Oracle Corporation
Qurate Retail, Inc.
RBC Capital Markets, LLC
RBC CMA LLC
RBC Dominion Securities Inc.
RBC Trust Company (Delaware) Limited
City National Rochdale, LLC
Sirius XM Holdings Inc.
SkyTel Communications, Inc.
Tele-Communications, Inc.
Tripadvisor, Inc.
The Vanguard Group
Warner Bros. Discovery, Inc.
WhiteWave Foods Company
Zillow Group, Inc.
PROXY SUMMARY
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all information you should consider. Please read the entire proxy statement carefully before voting.
What's new with this year's proxy statement?
- 2023 Year in Review
- Voting Roadmap on pages 3-4
- The Incentive Plan Proposal on page 38
- Say-on-PayProposal on pages 44-45
ABOUT OUR COMPANY
Liberty Broadband owns communications businesses providing a wide range of cable, data, wireless, video, voice, and managed services. Our principal asset is our ownership in Charter, the second largest cable operator in the United States. We also wholly own GCI, the largest communications provider in Alaska for over 40 years.
2023 YEAR IN REVIEW
- Liberty Broadband received $394 million of proceeds from selling shares under Charter's buyback and used proceeds to repurchase $227 million of our Series A and Series C common stock in 2023
- Charter generated $54.6 billion revenue and $21.9 billion of adjusted EBITDA(1) for full year 2023
- Charter continued to execute on a series of key strategic initiatives to expand and upgrade network infrastructure, with rural expansion pacing ahead of penetration and ROI targets and network evolution on course
- In 2023 Charter added 2.5 million mobile lines, up nearly 50% year-over-year, aided by SpectrumOne offering
- Charter launched innovative video product "Xumo" in partnership with Comcast
- In 2023, GCI grew revenue 1% to $981 million, generated operating income of $117 million, and grew adjusted OIBDA(1) 1% to a record $361 million
- For a definition of adjusted EBITDA as defined by Charter, as well as a reconciliation of adjusted EBITDA to net income, see Charter's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the SEC) on February 2, 2024. For a definition of adjusted OIBDA for GCI Holdings, LLC, as well as a reconciliation of adjusted OIBDA to operating income, see our company's Current Report on Form 8-K furnished with the SEC on February 16, 2024.
LIBERTY BROADBAND CORPORATION / 1
PROXY SUMMARY
Our Defining Attributes
FORWARD-LOOKING | NIMBLE |
We take advantage of the benefits and minimize the risks | We structure our team to allow us to move quickly when |
associated with the digital transition in the industries in | opportunities arise, and we can be creative in our deal |
which we invest. | structures. |
FINANCIALLY SOPHISTICATED | LONG-TERM FOCUSED |
We have experience in mergers, divestitures, investing, | We take a long-term, strategic view in our operating |
capital deployment, credit analysis and setting capital | businesses and are less concerned with short-term bouts |
structures. | of volatility. |
STOCKHOLDER CENTRIC
We think like owners and are focused on long-term gains rather than short-term results. The compensation structure of our management team is closely tied to the long-term performance of our stock.
2 / 2024 PROXY STATEMENT
PROXY SUMMARY
VOTING ROADMAP
Proposal 1: Election of Directors Proposal (see page 14)
OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE
The Board of Directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our company. See pages 14-23 for further information.
OUR DIRECTOR NOMINEES
JULIE D. FRIST
Director Since: 2020 | Committee(s): Compensation (Co-Chair); Nominating and Corporate Governance |
Independent Director
Ms. Frist's educational background, experience in the financial services industry and significant involvement in the non-profit community give her beneficial insight and enable her to make valuable contributions as a member of our Board.
J. DAVID WARGO
Director Since: 2015 | Committee(s): Compensation (Co-Chair); Audit |
Independent Director
Mr. Wargo's extensive background in investment analysis and management, experience as a public company board member and his particular expertise in finance and capital markets contribute to our Board's consideration of our capital structure, evaluation of investment, financial opportunities and strategies, and strengthen our Board's collective qualifications, skills and attributes.
CURRENT BOARD OF DIRECTORS AT A GLANCE
INDEPENDENCE | GENDER/DEMOGRAPHIC DIVERSITY |
75%25%
LIBERTY BROADBAND CORPORATION / 3
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Liberty Broadband Corporation published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 21:30:45 UTC.
