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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant ☒                

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))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to § 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):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 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:

 

     


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LOGO

April 30, 2021

Dear Shareholder:

You are invited to attend the 2021 Annual General Meeting of Shareholders (the AGM) of Liberty Global plc. This year our AGM will be held in Denver, Colorado at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time and 4:00 p.m. British Summer Time) on Wednesday, June 16, 2021, at 1550 Wewatta St., Suite 1000, Denver, Colorado 80202 U.S., telephone number +1 (303) 220 6600.

As a result of U.S. federal, state and local 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. In order to provide shareholders with the ability to join remotely, the company intends to webcast the AGM for shareholders. The webcast can be accessed at https://www.libertyglobal.com/investors/investor-news/year/all/brand/presentations-events/. 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 2021 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 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


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LOGO

LIBERTY GLOBAL PLC

Notice of Annual General Meeting of Shareholders

to be Held June 16, 2021

The 2021 Annual General Meeting of Shareholders (the AGM) of Liberty Global plc (Liberty Global) will be held at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time and 4:00 p.m. British Summer Time) on Wednesday, June 16, 2021, at 1550 Wewatta St., Suite 1000, Denver, Colorado 80202 U.S., telephone number +1 (303) 220 6600, for the following purposes:

 

  1.

Elect Michael T. Fries as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.

 

  2.

Elect Paul A. Gould as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.

 

  3.

Elect John C. Malone as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.

 

  4.

Elect Larry E. Romrell as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 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, 2020, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).

 

  6.

Ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2021.

 

  7.

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).

 

  8.

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.

 

  10.

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.

 

  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 2021 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


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

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 5 regarding approving our U.K. statutory implementation report for the year ended December 31, 2020, the result of the vote 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 it 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, 2020, which report includes our statutory accounts, the U.K. Statutory Directors’ Report and the statutory Auditors’ Report for the year ended December 31, 2020.

All shareholders of Liberty Global are invited to attend the AGM. As a result of U.S. federal, state and local 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. In order to provide shareholders with the ability to join remotely, the company intends to webcast the AGM for shareholders. The webcast can be accessed at https://www.libertyglobal.com/investors/investor-news/year/all/brand/presentations-events/. 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 5:00 p.m. Eastern Time (10:00 p.m. British Summer Time) on April 26, 2021, the record date for the AGM, are entitled to notice of the AGM or any adjournment thereof and 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 1:00 a.m. Eastern Time (6:00 a.m. British Summer Time), on June 16, 2021. 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 30, 2021

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


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TABLE OF CONTENTS

 

TABLE OF CONTENTS

 

PROXY STATEMENT

  1

Voting Matters and Board Recommendations

  2

QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING

  3

CORPORATE GOVERNANCE

  8

Governance Guidelines

  8

Director Independence

  8

Board Leadership Structure

  8

Risk Oversight

  8

Code of Business Conduct and Code of Ethics

  10

Diversity, Equity and Inclusion

  10

Corporate Responsibility

  10

Political Contributions

  11

Shareholder Communication with Directors

  11

Policies Regarding Hedging

  11

BOARD AND COMMITTEES OF THE BOARD

  12

Board Meetings and Attendance

  12

Committees of the Board

  12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  17

Security Ownership of Certain Beneficial Owners

  17

Security Ownership of Management

  19

Change in Control

  22

RESOLUTIONS 1, 2, 3 and 4

  23

Vote and Recommendation

  23

Nominees for Election of Directors

  24

Directors Whose Term Expires in 2022

  26

Directors Whose Term Expires in 2023

  27

MANAGEMENT OF LIBERTY GLOBAL

  29

Executive Officers

  29

EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

  31

Executive Summary

  31

Compensation Discussion and Analysis

  33

Overview of Compensation Process

  33

Compensation Philosophy and Goals

  34

Long-Term Contracts

  35

Setting Executive Compensation

  35

Elements of Our Compensation Packages

  36

Recoupment Policy

  47

Post-Employment Benefits and Change in Control

  47

Timing of Equity Awards

  48

Compensation Committee Report

  48

Summary Compensation

  49

Grants of Plan-Based Awards

  53

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

  56

Outstanding Equity Awards at Fiscal Year-End

  57

Option Exercises and Shares Vested

  60

Deferred Compensation Plan

  60

Employment and Other Agreements

  61

Potential Payments Upon Termination or Change in Control

  67

Termination of Employment

  68

Change in Control

  71

CEO Pay Ratio

  74

Director Compensation

  74

2020 Compensation of Directors

  78

RESOLUTION 5

  80

Vote and Recommendation

  80

RESOLUTIONS 6, 7 AND 8

  81

Vote and Recommendation

  81

Audit Fees and All Other Fees

  81

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

  82

Audit Committee Report

  83

RESOLUTION 9

  85

Vote and Recommendation

  86

RESOLUTION 10

  87

Vote and Recommendation

  88

RESOLUTION 11

  89

Vote and Recommendation

  91

INCENTIVE PLANS

  92

CERTAIN TRANSACTIONS

  94

Certain Relationships

  94

SHAREHOLDER RESOLUTIONS

  95

SHAREHOLDER RIGHTS

  95

FINANCIAL REPORTING STANDARDS

  95

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-3
 


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LIBERTY GLOBAL PLC

161 Hammersmith Road, London W6 8BS

United Kingdom

Registered in England Nr 8379990

 

 

PROXY STATEMENT FOR THE

2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

 

We are furnishing this proxy statement to holders of record as of 5:00 p.m. Eastern Time (10:00 p.m. British Summer Time) on April 26, 2021, of Liberty Global Class A ordinary shares or Liberty Global 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 2021 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). 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 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 7, 2021. 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, 2020 (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.

 

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Voting Matters and Board Recommendations

Set forth below is a brief summary of the resolutions to be passed at the AGM. Since 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 recommends that the holders of our Liberty Global Class A shares and Liberty Global Class B shares (collectively, the voting shares) vote “FOR” each of the following resolutions:

 

Resolution

  

Issue

  

Board Recommendation

1-4   

Election of Directors

   Michael T. Fries

   Paul A. Gould

   John C. Malone

   Larry E. Romrell

   FOR
5    U.K. Advisory Vote on Director Compensation    FOR
6-8   

Auditor Related Resolutions

   Ratification of KPMG as Independent Auditor

   Appoint KPMG as Statutory Auditor

   Authorize Audit Committee to Determine Statutory Auditor Fees

   FOR
9    Waive Preemptive Rights    FOR
10    Authorize Political Contributions    FOR
11    Authorize Share Buybacks    FOR

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.

 

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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 Appendices, before voting.

When and where is the AGM?

The AGM will be held at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time and 4:00 p.m. British Summer Time) on Wednesday, June 16, 2021, at 1550 Wewatta St., Suite 1000, Denver, Colorado 80202 U.S., telephone number +1 (303) 220 6600. As a result of U.S. federal, state and local regulations and guidelines, physical attendance at the meeting may be subject to restrictions or limitations based upon company policy. In order to provide shareholders with the ability to join remotely, the company intends to webcast the AGM for shareholders. The webcast can be accessed at https://www.libertyglobal.com/investors/investor-news/year/all/brand/presentations-events/. 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 5:00 p.m. Eastern Time (10:00 p.m. British Summer Time) on April 26, 2021.

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 11 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 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. 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.

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 record date, we expect to have outstanding and entitled to vote at the meeting approximately 181,204,027 Liberty Global Class A shares and 12,561,294 Liberty Global 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 has one vote and each Liberty Global 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 are non-voting, except where otherwise required by the Companies Act and our articles of association.

As of the record date, we expect to have approximately 1197 record holders of Liberty Global Class A shares and seven record holders of Liberty Global Class B shares. These 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.

 

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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 1:00 a.m. Eastern Time (6:00 a.m. British Summer Time) on June 16, 2021.

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

If you hold Liberty Global 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), the trustee for such plan is required to vote your Liberty Global Class A shares as you specify. To allow sufficient time for the trustee to vote your Liberty Global Class A shares, your voting instructions must be received by 12:00 a.m. Eastern Time (5:00 a.m. British Summer Time) on June 10, 2021. To vote such shares, please follow the instructions provided by the trustee for 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 1:00 a.m. Eastern Time (6:00 a.m. British Summer Time) on June 16, 2021, 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, as listed in the Meeting Notice.

If you are a beneficial owner, your broker, bank and other nominee may exercise discretion in voting on routine matters, but may not exercise discretion and vote on non-routine matters. Resolutions 6, 7 and 8 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 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

 

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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 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, 1550 Wewatta Street, Suite 1000, Denver, CO 80202 U.S., 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 1:00 a.m. Eastern Time (6:00 a.m. British Summer Time), on June 16, 2021. 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 5:00 p.m. Eastern Time (10:00 p.m. British Summer Time), on April 26, 2021, the record date for the AGM, are entitled to vote at the AGM or any adjournment thereof. Holders of Liberty Global Class C shares will not be entitled to vote on any of the resolutions. Due to the 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. The company intends to webcast the AGM for shareholders, which can be accessed at https://www.libertyglobal.com/investors/investor-news/year/all/brand/presentations-events/. Shareholders will have the ability to pose questions to senior management, which may be addressed during the AGM. Further instructions on how to join the AGM remotely and submit questions to senior management will be made available on our website. However, due to England and Wales corporate laws, shareholders will not be able to vote during the webcast.

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 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

 

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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.

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/LGP 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) 218-4391 if in the U.S. and +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 mail our Investor Relations Department, +1(303) 220-6600 or 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 mailing 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.

 

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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) 220-6600 or contact Innisfree M&A Incorporated, who is acting as proxy solicitation agent for the AGM, at +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call collect at +1(212) 750-5833.

 

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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 executive 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 (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 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, Miranda Curtis, John W. Dick, Paul A. Gould, Richard R. Green, David E. Rapley, Larry E. Romrell and J. David Wargo qualifies as an independent director of our company. Our board of directors determined that JC Sparkman, who served on our board of directors until his passing on July 16, 2020, qualified as an independent director of our company during his service on the board.

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. The 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 approved 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 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. 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.

Risk Oversight

Our management team is responsible for identifying and managing risk related to our company and its significant business activities, subject to oversight by our board of directors. Our board executes its risk oversight directly and through its committees. Our board receives 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.

 

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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, these 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 opportunities and new 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 determine and mitigate such risks. It also reviews information regarding our cybersecurity risks on a regular basis. 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 special board meeting or during an off-site visit. Our board of directors also makes annual site visits to different countries in which we operate and has periodic strategy retreats with invited members of senior management. Our senior management’s attendance at board meetings, the site visits and strategy retreats 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

Audit Committee. Our audit committee has oversight responsibility for the policies, processes and risks relating to our financial statements, financial reporting processes, auditing and 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. Senior officers of our finance and accounting groups attend all regularly scheduled audit committee meetings and provide in-depth reports on specific risks, including changes in accounting rules, risks associated with liquidity, covenant compliance, currency and interest rate hedging positions and stability of counterparties. From time to time, the audit committee, with management, identifies and reviews other areas of risks related to Liberty Global’s operations and at least quarterly receives reports on and reviews cybersecurity risks. The audit committee also receives reports on allegations received through our ethics compliance reporting process and the status of investigations into such allegations. Additional functions of the audit committee are described under Board and Committees of the Board —Audit Committee below.

Compensation Committee. Our compensation committee has oversight responsibility with respect to risks related to the design and implementation of compensation programs for senior management and equity performance-based awards. At least annually, our compensation committee considers the risks associated with our compensation policies and practices for both executive compensation and compensation generally. 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. For the compensation committee’s report on its risk assessment of our compensation programs, see —Risk Assessment of Compensation Programs below.

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.

Succession Planning Committee. Our succession planning committee has oversight responsibility for the risks related to succession planning for our CEO and other executive officers, as well as risks associated with a

 

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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.

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 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.

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, VodafoneZiggo, Telenet, Sunrise UPC and UPC Poland 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 and sexual orientation.

We are united in our resolve to build 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 innovation, and it brings us closer to the communities in which we live and operate. In 2020, we refreshed our focus on Diversity, Equity & Inclusion (DE&I) by: defining a new global strategy, appointing our first global Chief DE&I Officer and establishing an executive level DE&I Council. Chaired by our CEO and Chief DE&I Officer and comprising 19 executives representative of our operations, the DE&I Council’s role is to spearhead strategic goals and programs in support of realizing our new multi-year DE&I strategy. The DE&I Council works with colleagues 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.

Corporate Responsibility

The internet is one of the most powerful tools ever invented but it’s what you do with it that counts. That’s why we are focused on the positive potential of connectivity, digital entertainment and technology. It’s where we invest, innovate and help to empower people to make the most of the digital revolution.

Our goal will always be to take people further, supporting and inspiring digital imagination by encouraging everyone to be more informed and more ambitious. We equip people with the digital skills needed for the future. We support and invest in original thinkers with their bright new business ideas. We also champion the power of digital technology to bring people together to find collective solutions to the most pressing challenges that impact society.

Connectivity is essential for today’s economies, communities and people’s everyday lives. This creates an important responsibility to make sure that digital technology works in everyone’s best interests. It is our responsibility to deliver outstanding service, protect children while online and watching TV and protect our customers’ privacy, as well as to ensure that as the bandwidth we provide grows that our impact on the planet does not.

Everything we do is underpinned by our belief in the liberating potential of technology. We will use it to help people be at their best, to be a business that everyone can trust, to fuel imagination and to empower all of us to realize our full potential.

 

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Our Corporate Responsibility (CR) approach is focused on addressing the most significant impacts of our business as they affect our stakeholders and society in general, as well as our business strategy and the feedback we receive from our stakeholders. We believe this approach provides an opportunity for us to strengthen our company and positively contribute to advancing the communities in which we operate.

Further information is set forth in the Appendix to this Proxy Statement concerning corporate responsibility, community investments, energy consumption and emissions.

Political Contributions

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, unless approved by our general counsel. Additionally, our charitable giving programs available to employees prohibit political contributions by our company. At this meeting, 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 10 below. The company did not utilize this authority in calendar year 2020.

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.

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. Otherwise, we do not have any practices or policies regarding the ability of our 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 market value of our equity securities.

Given the long tenure of most of our directors and officers, and the extent of shares held by directors and officers in the company, we do not restrict pledges of the company’s securities by its management and directors, although over several years only a few persons have had any pledges in place. Our NEOs did not have any pledges in place with respect to the company’s securities as of December 31, 2020. Senior executives of the company are encouraged to hold the company’s shares and are subject to a share ownership policy. In most cases the share ownership policy is substantially exceeded. The ability to pledge shares in a traditional broker arrangement may facilitate deeper ownership of the underlying shares and discourage sales of shares. Furthermore executives may have other investments or assets pledged in the same financial arrangements and the ratio of collateral to principal may be low or otherwise present minimal risk.

 

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BOARD AND COMMITTEES OF THE BOARD

Board Meetings and Attendance

During 2020, we had 12 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 three executive sessions without the participation of management during 2020. Our board of directors encourages all members to attend each annual general meeting of our shareholders. For our 2020 AGM, six of our board members attended via teleconference.

Information with respect to each of the current committees of our board of directors is provided below. Our board of directors has adopted a written charter for each of its committees, which are available on our website at www.libertyglobal.com.

The table below provides membership and meeting information for each of the board committees.

 

   

        Audit         

 

    Compensation1    

 

Nominating &
Corporate
    Governance     

 

Succession
        Planning         

Andrew J. Cole

 

 

     

 

Miranda Curtis

   

 

   

John W. Dick

   

 

   

 

Michael T. Fries

 

 

 

 

 

 

 

 

Paul A. Gould

  Chair      

Richard R. Green

 

 

     

 

John C. Malone

 

 

 

 

 

 

  Chair

David E. Rapley

 

 

 

 

  Chair  

Larry E. Romrell

 

 

  Chair    

 

JC Sparkman1

 

 

  Chair    

J. David Wargo

     

 

     

 

2020 Meetings

  6   5   1   1

 

1

Mr. Sparkman served as a director on our board of directors, including as compensation committee chair, until his passing on July 16, 2020. Mr. Romrell, who was a compensation committee member for the full year, was then appointed as compensation committee chair. Additionally, Mr. Green was appointed as a member of the compensation committee to fill the vacancy on the compensation committee. In October 2020, Mr. Gould was also appointed as a member of the compensation committee.

Committees of the Board

Audit Committee

A description of the audit committee members’ respective experience is set forth under Resolutions 1, 2, 3 and 4 below. 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.

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;

 

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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 attest services, including holding quarterly meetings to review our quarterly reports, 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 allegations on accounting, internal accounting controls or audit matters; and

 

   

preparing a report for our annual proxy statement.

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;

 

   

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;

 

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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; and

 

   

preparing a report for our annual proxy statement.

See Executive Officers and Directors 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.

The compensation committee has the authority to engage its own compensation consultants and other independent advisors. During 2020, the compensation committee engaged Pearl Meyer & Associates as an independent third-party consultant to review certain retrospective equity awards and potential prospective equity compensation plans and awards.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee identifies and recommends persons as nominees to our board of directors, reviews from time to time our corporate governance guidelines and oversees the evaluation of our board of directors. Its duties include:

 

   

reviewing and recommending compensation for our independent directors and our chairman of the board, including equity-based awards;

 

   

developing criteria for board membership;

 

   

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

 

   

assessing director and 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, U.K., Attn: General Counsel. Shareholder recommendations must be made in accordance with our articles of association, as discussed under Shareholder Resolutions 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 residence 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 the 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;

 

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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, 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. It does, however, consider 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 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 Messrs. Fries, Gould, Malone and Romrell for nomination for re-election to our board.

Succession Planning Committee

Our board of directors has established a succession planning committee to assist the full board in succession planning for our CEO. The responsibilities of the succession planning committee include the development of candidate profiles and qualifications, the identification and evaluation of potential internal

 

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candidates and opportunities for their development, the evaluation of potential external candidates and 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. Our board of directors has adopted a written charter for the succession planning committee, which is available on our website at www.libertyglobal.com.

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, 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 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).

 

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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 by 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, 2021 and, in the case of percentage ownership information, is based upon (1) 181,653,828 Liberty Global Class A shares, (2) 12,561,294 Liberty Global Class B shares, and (3) 376,614,630 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, 2021, 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.

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     4,671,541   (1)(2)(3)     2.6      30.1

c/o Liberty Global plc

  Liberty Global Class B     8,787,373   (4)(5)     70.0   

161 Hammersmith Road

  Liberty Global Class C     17,608,555   (1)(2)(3)(4)     4.7   

London W6 8BS U.K.

          

Michael T. Fries

  Liberty Global Class A     3,235,630   (6)(7)(8)     1.8      9.1

c/o Liberty Global plc

  Liberty Global Class B     2,481,735   (5)     19.8   

161 Hammersmith Road

  Liberty Global Class C     7,244,739   (6)(7)(8)     1.9   

London W6 8BS U.K.

          

Robert R. Bennett

  Liberty Global Class A     208   (9)     *        3.2

c/o Liberty Media Corporation

  Liberty Global Class B     993,552   (9)     7.9   

12300 Liberty Boulevard

          

Englewood, CO 80112

          

Berkshire Hathaway Inc.

  Liberty Global Class A     18,010,000   (10)     9.9      5.9

3555 Farnam Street

  Liberty Global Class B                 

Omaha, NE 68131

          

William H Gates III

  Liberty Global Class A     10,855,524   (11)     6.0      3.5

Cascade Investments LLC

  Liberty Global Class B                 

2365 Carillon Point

          

Kirkland, WA 98033

          

 

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Name and Address of

Beneficial Owner                              

 

          Title of  Class          

 

Amount and Nature of
    Beneficial  Ownership    

 

Percent of
    Class    

    

Voting
  Power  

 

Harris Associates L.P.

  Liberty Global Class A     44,508,065   (12)     24.5      10.6

111 S. Wacker Drive,

  Liberty Global Class B                 

Suite 4600

          

Chicago, IL 60606

          

The Goldman Sachs Group, Inc.

  Liberty Global Class A     11,042,115   (13)     6.1      3.6

200 West Street

  Liberty Global Class B                 

New York, NY 10282

          

 

*

Less than one percent.

 

(1)

Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

 

(2)

Includes 108,821 Liberty Global Class A shares and 607,796 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, 2021.

 

(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 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)

Includes 2,273,951 Liberty Global Class A shares and 5,551,151 Liberty Global Class C shares that are subject to SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2021.

 

(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 425,040 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 Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2020, filed with the SEC on February 16, 2021, by Warren E. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respective number of Liberty Global Class A shares indicated: National Indemnity Company (11,412,000), GEICO Corporation (11,190,970), Government Employees Insurance Company (8,075,130), GEICO Indemnity Company (1,752,278), GEICO Advantage Insurance Company (1,363,562), BNSF Master Retirement Trust (2,624,000), Scott Fetzer Collective Investment Trust (200,000), Precision Castparts Corp. Master Trust (814,000), and Berkshire Hathaway Consolidated Pension Plan Master Trust (2,960,000). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a parent holding company. National Indemnity Company, Government Employees Insurance Company, GEICO Indemnity Company and GEICO Advantage Insurance Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and dispositive power over the shares listed in the table.

 

(11)

The number of Liberty Global Class A shares is based on a Schedule 13G filed with the SEC on May 18, 2018, by William H. Gates III, Cascade Investment, L.L.C. (Cascade), the Bill and Melinda Gates Foundation Trust (the Gates Trust) and Melinda French Gates. All Liberty Global Class A shares held by Cascade may be deemed to be beneficially owned by Mr. Gates as the sole member of Cascade.

 

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All of the Liberty Global Class A shares beneficially owned by the Gates Trust may be deemed to be beneficially owned by Mr. and Mrs. Gates as co-trustees of the Gates Trust. The Schedule 13G reflects that Mr. Gates has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares and shared voting and dispositive power over 2,119,515 Liberty Global Class A shares; Cascade has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares; and the Gates Trust and Mrs. Gates each have shared voting and dispositive power over 2,119,515 Liberty Global Class A shares. Mr. Gates’ address is One Microsoft Way, Redmond, WA 98052.

 

(12)

The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 5) for the year ended December 31, 2020, filed with the SEC on February 16, 2021, by Harris Associates Inc. (HAI) on behalf of itself and as general partner of Harris Associates L.P. (Harris L.P.). HAI is an investment advisor to various clients. The Schedule 13G/A reflects that HAI and Harris L.P. each have sole voting power over 32,709,304 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.

 

(13)

The number of Liberty Global Class A shares is based upon the Schedule 13G for the year ended December 31, 2020, filed with the SEC on February 11, 2021, jointly by The Goldman Sachs Group, Inc. (Goldman Inc.) and Goldman Sachs & Co. LLC (Goldman LLC). The Schedule 13G reflects that Goldman Inc. and Goldman LLC have shared voting power over 11,038,685 of the Liberty Global Class A shares and have shared dispositive power over 11,041,115 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.

The security ownership information is given as of April 1, 2021 and, in the case of percentage ownership information, is based upon (1) 181,653,828 Liberty Global Class A shares, (2) 12,561,294 Liberty Global Class B shares and (3) 376,614,630 Liberty Global Class C shares, in each case, outstanding on that date. Although beneficial ownership of our Liberty Global Class C shares is set forth below, our Liberty Global Class C shares are non-voting and, therefore, in the case of voting power, are 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, 2021, 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 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.

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, 2021, 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       4,671,541   (1)(2)(3)(4)      2.6      30.1

Chairman of the Board

     Liberty Global Class B       8,787,373   (5)(6)      70.0   
     Liberty Global Class C       17,608,555   (1)(2)(3)(4)(5)      4.7   

Andrew J. Cole

     Liberty Global Class A       58,189   (4)(7)              

Director

     Liberty Global Class B                    
     Liberty Global Class C       132,286   (4)          

Miranda Curtis

     Liberty Global Class A       168,942   (4)              

Director

     Liberty Global Class B                    
     Liberty Global Class C       469,778   (4)          

 

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Table of Contents

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       85,542   (4)              

Director

     Liberty Global Class B                    
     Liberty Global Class C       212,550   (4)          

Michael T. Fries

     Liberty Global Class A       3,235,630   (4)(8)(9)      1.8      9.1

Director, Chief Executive Officer & President

     Liberty Global Class B       2,481,735   (6)      19.8   
     Liberty Global Class C       7,244,739   (4)(8)(9)      1.9   

Paul A. Gould

     Liberty Global Class A       263,441   (4)              

Director

     Liberty Global Class B       51,429              
     Liberty Global Class C       1,077,102   (4)          

Richard R. Green

     Liberty Global Class A       45,149   (4)              

Director

     Liberty Global Class B                    
     Liberty Global Class C       101,179   (4)          

David E. Rapley

     Liberty Global Class A       37,098   (4)              

Director

     Liberty Global Class B                    
     Liberty Global Class C       82,489   (4)          

Larry E. Romrell

     Liberty Global Class A       62,633   (4)              

Director

     Liberty Global Class B                    
     Liberty Global Class C       136,109   (4)          

J. David Wargo

     Liberty Global Class A       98,533   (3)(4)(10)              

Director

     Liberty Global Class B                    
     Liberty Global Class C       264,565   (3)(4)(10)          

Charles H.R. Bracken

     Liberty Global Class A       773,647   (4)              

Executive Vice President & Chief Financial Officer

     Liberty Global Class B                    
     Liberty Global Class C       1,814,628   (4)          

Bryan H. Hall

     Liberty Global Class A       563,074   (4)              

Executive Vice President & General Counsel & Secretary

     Liberty Global Class B                    
     Liberty Global Class C       1,388,320   (4)(8)          

Enrique Rodriguez

     Liberty Global Class A       237,003   (4)              

Executive Vice President & Chief Technology Officer

     Liberty Global Class B                    
     Liberty Global Class C       477,171   (4)(8)          

Andrea Salvato

     Liberty Global Class A       334,753   (4)              

Senior Vice President & Chief Development Officer

     Liberty Global Class B                    
     Liberty Global Class C       768,559   (4)          

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

     Liberty Global Class A       10,635,175   (11)(12)      5.7      39.7
     Liberty Global Class B       11,320,537   (11)      90.1   
     Liberty Global Class C       31,778,030   (11)(12)      8.2   

 

*

Less than one percent.

 

(1)

Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

 

(2)

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.

 

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Table of Contents
(3)

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                                                   

John C. Malone

    1,345,685     3,080,681    Merrill Lynch, Pierce, Fenner & Smith Incorporated

John C. Malone

    952,177     910,195    Fidelity Brokerage Services, LLC

John C. Malone

          760,000    Merrill Lynch, Pierce, Fenner & Smith Incorporated

John C. Malone

    2,140,050     4,736,253    Merrill Lynch, Pierce, Fenner & Smith Incorporated

J. David Wargo

    58,760     178,848    Fidelity Brokerage Services, LLC

 

(4)

Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of April 1, 2021, as follows:

 

Owner                         

  

Liberty Global

      Class A      

    

Liberty Global

      Class C      

 

John C. Malone

     108,821      607,796

Andrew J. Cole

     35,208      75,635

Miranda Curtis

     38,242      84,921

John W. Dick

     38,242      84,921

Michael T. Fries

     2,273,951      5,551,151

Paul A. Gould

     38,242      84,921

Richard R. Green

     38,242      84,921

David E. Rapley

     33,233      74,958

Larry E. Romrell

     37,894      83,850

J. David Wargo

     38,242      84,921

Charles H.R. Bracken

     734,857      1,676,022

Bryan H. Hall

     478,927      1,171,931

Enrique Rodriguez

     158,684      317,369

Andrea Salvato

     282,855      644,022

 

(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 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

            5,709

Enrique Rodriguez

            3,142

 

(9)

Includes 69,300 Liberty Global Class A shares and 425,040 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.

 

(10)

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.

 

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Table of Contents
(11)

Includes 194,266 Liberty Global Class A shares, 110,148 Liberty Global Class B shares and 1,182,001 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.

 

(12)

Includes 4,335,640 Liberty Global Class A shares and 10,627,339 Liberty Global 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, 2021; 1,977 Liberty Global Class A shares and 21,912 Liberty Global Class C shares held by the 401(k) Plan; and 4,621,638 Liberty Global Class A shares and 10,422,906 Liberty Global 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.

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, 2020, 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 3 and one Form 4 reporting one transaction that, in each case, was filed by Berkshire Hathaway Inc. on an untimely basis.

 

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Table of Contents

RESOLUTIONS 1, 2, 3 and 4

Election of Directors

 

1.

To elect Michael T. Fries as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.

 

2.

To elect Paul A. Gould as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.

 

3.

To elect John C. Malone as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.

 

4.

To elect Larry E. Romrell as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2024 or until a successor in interest is appointed.

Our board of directors currently consists of 10 directors, divided among three classes. Directors in each class serve staggered three-year terms. Our Class II directors, whose term will expire at the AGM, are Michael T. Fries, Paul A. Gould, John C. Malone and Larry E. Romrell. These directors are nominated for re-election to our board to continue to serve as Class II 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 II directors who are elected at the AGM will expire at the annual general meeting of our shareholders in the year 2024 or until a successor in interest is appointed. Our Class III directors, whose term will expire at the annual general meeting of our shareholders in the year 2022, are Andrew J. Cole, Richard R. Green and David E. Rapley. 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.

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 respect to the four nominees for election as directors and the six 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. The number of our ordinary shares beneficially owned by each director, as of April 1, 2021, 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. Fries, Gould, Malone and Romrell as Class II 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.

 

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Nominees for Election of Directors

 

Name & Positions    Experience

Michael T. Fries                      

Age: 58

Director since: June 2005

Public Company Directorships:

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

Lions Gate Entertainment Corp.
(since November 2015)

Grupo Televisa S.A.B.
(since April 2015)

Liberty Latin America Ltd. (Chair since December 2017)

Other Positions:

Cablelabs®

World Economic ForumDigital Communications Governor & Steering Committee member

The Paley Center for Media

YouTubeAdvisory 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 its growth into one of the world’s largest and most innovative converged media and communications companies. With approximately 30,000 employees, 49.3 million broadband, video and mobile subscribers and $16.5 billion of revenue, including consolidated operations and the VodafoneZiggo joint venture, Liberty Global is dedicated to building and investing in the products, platforms and infrastructure that enable its customers to make the most of the digital revolution. Mr. Fries also serves as the Executive Chairman of Liberty Latin America Ltd., a leading broadband and mobile 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, and Entrepreneur of the Year in Media & Communications (Ernst & Young).

 

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.

Paul A. Gould                          

Age: 75

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)

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 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.

 

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.

 

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Table of Contents
Name & Positions    Experience

John C. Malone                      

Age: 79

Director since: June 2005

Public Company Directorships:

Liberty Media Corporation (Chair since August 2011)

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

Discovery, Inc.
(since September 2008)

Liberty Broadband Corporation
(Chair since November 2014)

Liberty Expedia Holdings, Inc.
(Chair 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)

Other Positions:

CableLabs®
(Chairman Emeritus)

The Cable Center
(honorary board member)

  

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 (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.

Larry E. Romrell                   

Age: 81

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.

 

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Table of Contents

Directors Whose Term Expires in 2022

 

Name & Positions    Experience

Andrew J. Cole                       

Age: 54

Director since: June 2013

Other Positions:

Arundel Capital (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.

 

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                   

Age: 83

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)

  

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.

 

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Name & Positions    Experience

David E. Rapley                      

Age: 79

Director since: June 2005

Public Company Directorships:

Liberty Media Corporation (since September 2011)

Qurate Retail, Inc.

(since July 2002)

  

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. From January 2000 to December 2014, Mr Rapley served as president and chief executive officer of Rapley Consulting, Inc. Mr. Rapley has authored technical papers on engineering processes and computer systems.

 

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 2023

 

Name & Positions    Experience

Miranda Curtis CMG            

Age: 65

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.

 

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Name & Positions    Experience

John W. Dick                          

Age: 83

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.

J. David Wargo                       

Age: 67

Director since: June 2005

Public Company Directorships:

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

Discovery, Inc.
(since September 2008)

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.

 

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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, 58                      

  

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 21).

Charles H.R. Bracken, 54             

  

Executive Vice President and Chief Financial Officer.

 

Mr. Bracken joined our corporate offices in Europe in March 1999. He became Chief Financial Officer in 2017, having been Co-Chief Financial Officer since 2004. Previously he was the Chief Financial Officer for the Europe operations of our predecessor. Prior to joining Liberty Global, he worked for Goldman Sachs, JP Morgan and the European Bank for Reconstruction and Development. Mr. Bracken is a director of our subsidiary Telenet Group Holding N.V. and of Liberty Latin America Ltd.

Bryan H. Hall, 58                          

  

Executive Vice President, General Counsel and Secretary.

 

Mr. Hall has been General Counsel since January of 2012. Previously he was General Counsel of Virgin Media Inc. in London from 2004-2011 and was a partner in the corporate department at Fried Frank Harris Shriver & Jacobson LLP in New York.

Enrique Rodriguez, 58                   

  

Executive Vice President and Chief Technology Officer.

 

Mr. Rodriguez has held this position since July 2018. He previously served as the President and Chief Executive Officer and a member of the Board of Directors of TiVo Corporation (TiVo) from November 2017 to July 2018. Prior to joining TiVo, Mr. Rodriguez was Executive Vice President and Chief Technology Officer of AT&T Entertainment Group from August 2015 to November 2017. From January 2013 to July 2015, he served as Executive Vice President, Operations and Products for Sirius XM and was 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.

 

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Name   

Positions

Andrea Salvato, 53                        

  

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 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. Salvato served as a director of our subsidiary Sunrise Communications Group AG from November 2020 through April 2021.

The executive officers named above will serve in these 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 and executive officers, by blood, marriage or adoption.

 

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EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION

We are an international converged broadband internet, video, fixed-line telephony and mobile services company. We are focused on building a strong convergence of fixed and mobile communication opportunities, 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 connect customers subscribing to 49.3 million (at December 31, 2020) broadband internet, video, fixed-line telephony and mobile services across our brands, including customers served through our 50/50 joint venture with Vodafone PLC in the Netherlands. Our primary consolidated business operations are located in the U.K., Ireland, Belgium, Switzerland, Poland and Slovakia. We also have significant investments in ITV plc, Skillz Inc., All3Media Group, Univision Holdings Inc., CANAL+ Polska S.A. (formerly known as ITI Neovision S.A.), EdgeConneX Inc., Lions Gate Entertainment Corp, 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, technology innovation and product convergence and prudent capital structure management.

In this section, we 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 of 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 member of our board of directors; Charles H.R. Bracken, our chief financial officer; and our three other most highly compensated executive officers at the end of 2020: Bryan H. Hall, our general counsel and secretary, Enrique Rodriguez, our chief technology officer, and Andrea Salvato, our chief development officer. After the information on our NEOs, we also provide information relating to the compensation of our 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 below includes disclosure 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 below.

The Directors’ Remuneration Report is provided in response to U.K. regulations regarding our directors’ compensation disclosure (or directors’ remuneration report). These regulations require, among other things, a binding shareholder vote on our compensation policy for our directors, including our CEO (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 2020 AGM, our shareholders approved our compensation policy for our directors, the 2019 compensation paid to our directors and our compensation policy for our NEOs as required under the foregoing respective 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.

 

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The primary goals of our executive compensation program are to:

 

   

motivate our executives to maximize their contributions to the success of our company;

 

   

attract and retain the best leaders for our business; and

 

   

align executives’ interests to create shareholder value.

2020 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 substantial scale and commitment to innovation enable us to develop market-leading products delivered through next-generation networks. Our 2020 operating and financial performance is reported publicly on the basis of our continuing operations. For information regarding rebased growth, Adjusted EBITDA, operating free cash flow (OFCF) and free cash flow (FCF) calculations, including required reconciliations, please see our February 15, 2021 earnings release for the year ended December 31, 2020 (Year End Earnings Release). During 2020, we stopped using the term operating cash flow, or “OCF”, and replaced it with “Adjusted EBITDA.” As we define the term, Adjusted EBITDA has the same meaning as OCF had previously. Adjusted EBITDA is defined as revenue less operating costs and administrative expenses (excluding share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring, and other operating items (which includes gains and losses on the disposition of long-lived assets, direct acquisition and disposal costs and other acquisition-related items)). OFCF is defined as Adjusted EBITDA less property and equipment additions.

The year 2020 was transformational for the company as we announced highly accretive transactions in Switzerland and the U.K., creating fixed mobile champions in two of our core markets and unlocking nearly $11 billion of synergies on a net present value basis. In navigating the worldwide pandemic, our fibre-rich networks more than stood up to the challenge, delivering high-speed connectivity to our customers. Despite the impact of the pandemic, we were able to meet or exceed all of our guidance metrics in 2020. In summary our business highlights are as follows:

 

   

Exceeded 2020 FCF guidance while achieving all other 2020 financial guidance targets despite the impact of the COVID-19 virus

 

   

Completed the acquisition of Sunrise Communications Group through an all cash public tender offer of the outstanding shares of Sunrise Communications Group

 

   

Initiated a statutory squeeze-out procedure to acquire the remaining publicly held Sunrise Communications Group shares

 

   

Commenced the integration of the business

 

   

Entered into an agreement to form a 50:50 joint venture combining Virgin Media’s operations in the U.K. with Telefonica’s O2 to create a fixed-mobile champion in the U.K.

 

   

Transaction is on track with an anticipated mid 2021 completion date

 

   

Fixed mobile convergence penetration reached 28%, representing a 2.7% year-on-year increase1

 

   

Added 513,000 organic postpaid mobile subscribers and 242,000 organic broadband subscribers

 

   

Repurchased 9% of shares outstanding at an average price of approximately $19 per share

 

   

Ended the year with $6.2 billion of liquidity for the Full Company (as defined in the Year End Earnings Release), with approximately 84% of the maturity dates on our debt due during or after 2026

 

   

Blended, fully-swapped borrowing cost of 4.2% at year-end 2020

 

1 

YoY FMC growth shown on a rebased basis. Please see our Year End Earnings Release for more information.

 

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Positioned for strategic value creation in core markets

 

   

Continuing investments in new build program with 561,000 new premises during 2020

 

   

1GB broadband services being marketed to over 20 million premises across our pan-European footprint

 

   

Established an executive level diversity, equity and inclusion council, chaired by our CEO and our Chief DE&I Officer

Compensation Structure—Pay for Performance

We place great importance on our ability to attract, retain and motivate talented executives who can be responsive to new and different 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 annual performance bonus awards and multi-year performance-based equity incentive awards in 2020 as part of their total compensation packages. These awards provide a direct link between pay and performance under our executive compensation program. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executives’ 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 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 with respect to compensation of our executive officers and the administration of our incentive plans. The 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 development of new programs. The members of our compensation committee are “independent directors” (as defined under the NASDAQ rules), “non-employee directors” (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)).

Compensation decisions with respect to our executive officers, including our NEOs, are made by our compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our members of senior management in a variety of ways, including recommending annual salary increases, annual performance goals and the level of target and/or maximum performance awards for the executive team and evaluating their performance. With the assistance of our human resources and legal departments, he 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 job responsibilities, participate in gathering and presenting to the compensation committee various legal, tax and accounting analyses relevant to compensation and benefit 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 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, the compensation committee may retain a compensation consultant to

 

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assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. At the 2020 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 significant changes in the overall executive compensation program.

In 2020, the compensation committee engaged Pearl Meyer & Associates as an independent third-party consultant to review certain retrospective equity awards and potential prospective equity compensation plans and awards. The committee did not expressly consider any specific comparator data in connection with its evaluation of their compensation for 2020. 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 three primary objectives with respect to executive compensation—motivation, retention and value creation for our shareholders.

 

   

Motivate our executives to maximize their contributions

 

   

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

 

   

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

 

   

Pay for performance that is in alignment with the established objectives

 

   

Inspire leadership, balanced against risk management

 

   

Attract and retain superior 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

 

   

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

 

   

Align executives’ interest with shareholders

 

   

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

 

   

Require our executive officers to achieve and maintain significant levels of share ownership

Our performance-based compensation programs provide for the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational and share price performance. A high percentage of the NEOs’ total compensation is performance-based, with a significant portion of total compensation delivered in the form of multi-year performance-based equity incentive awards. The following chart shows the percentage of the average of the NEOs’ 2020 target total compensation that is allocable to base salary, target annual performance bonus awards and multi-year equity incentive awards in the form of restricted share units (RSUs) and share appreciation rights (SARs).

 

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2020 Total Average Direct Compensation Opportunity for 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 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;

 

   

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.

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 these compensation objectives, the compensation packages provided to members of our senior management, including our NEOs, include three main components: base salary, annual performance bonus awards and multi-year equity incentive awards. These three main components of compensation were also made available to approximately 1,050 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). 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 executive compensation, serving the goals of retention as well as alignment with

 

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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 target annual performance bonus award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.

2020 Liberty Global Response Fund

In April 2020, the company announced the formation of a Liberty Global Response Fund intended to help employees and their families who have been significantly affected by the COVID-19 crisis. The program was funded initially by the company’s executive leadership team and board of directors who donated $2 million out of their 2020 salaries and director fees via voluntary salary and fee reductions. This amount included $1 million from our CEO, Michael Fries, 10% of salary reductions from our other NEOs from April 1 to year-end, 10% of director fee reductions from April 1 to year-end in the case of our non-executive directors, and, in the case of Mr. Malone, who does not receive a director fee, a reduction in his reimbursement allowances in an amount that is equal to the reductions of other directors. The company also agreed to match all donations to the fund, which brought the total amount available to employees to $4 million.

Since launching in May 2020, the Liberty Global Response Fund has distributed 2,300 grants ranging from $1,000 to $3,500 to employees from 10 different countries. The program has been a source of pride and comfort for all employees in a year in which many have faced challenges arising from the COVID-19 pandemic.

Elements of Our Compensation Packages

The implementation of our compensation approachgenerally and for 2020 specificallyis described below.

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. Generally, decisions with respect to increases in base salaries are based on increased responsibilities, company-wide budgets and increases in the cost of living. Salaries have to take into account multiple factors such as ability to attract and retain an executive, market data, place of living, exchange rates, relative salaries among senior management, benefits, complexity of the position and salary at prior place of employment, among other considerations.

2020 Base Salaries. In March 2020, consistent with the annual salary increases for corporate-level employees in general, our compensation committee approved a 2.5% increase in the base salaries for certain NEOs, resulting in a base salary of $2,563,000 for Mr. Fries, £862,000 ($1,105,687) for Mr. Bracken, $1,099,000 for Mr. Hall and $1,051,000 for Mr. Rodriguez. These increases were in-line with the budget authorization of 2.5% given to each department and business unit for aggregate salary increases for our corporate-level employees based in Europe and in the U.S. Mr. Salvato’s base salary was increased to £685,000 ($878,656), representing an increase of 44.2% in addition to the 2.5% standard increase. The 2020 salary increases for our corporate employees, including our NEOs, became effective on April 1, 2020. As discussed above, these salaries were reduced by contributions made to the Liberty Global Response Fund of $1 million by Mr. Fries, £64,650 ($82,927) by Mr. Bracken, $82,425 by Mr. Hall, $78,825 by Mr. Rodriguez and £51,375 ($65,899) by Mr. Salvato.

Annual Performance Bonus Awards

General. Annual 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.

 

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Generally, during its first meetings following the end of each fiscal year, the compensation committee together with our CEO, reviews the financial performance of our company during the prior year, his performance, his evaluation of the performance of each of the other members of senior management (including our NEOs) participating in the prior year’s annual performance program and his recommendations with respect to their bonuses. The compensation committee then determines, in a private session, whether our CEO has met his individual performance goals for the year and the amount to be paid to him with respect to his annual bonus. The compensation committee also approves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their annual bonuses. Generally at the outset of each fiscal year, the compensation committee approves the terms of the annual performance bonus program for the current year, including the individual performance goals for our CEO and each of the other NEOs for the coming year.

In connection with our annual performance 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 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 elect to issue Liberty Global Class B shares under the SHIP. This option to receive and hold shares commenced with the 2018 annual performance bonus program.

Design of 2020 Annual Bonus Program. In approving the 2020 annual performance bonus program (the 2020 Annual Bonus Program) the compensation committee followed the general design of the 2019 annual performance bonus program. As with the 2019 annual performance bonus program, the 2020 Annual Bonus Program had two financial and two operational performance metrics, which were selected to ensure that management would be focused on multiple key performance metrics. One key difference between the 2020 Annual Bonus Program and the 2019 program was a replacement of the individual annual performance rating (APR) multiplier with a discretionary special contribution component based on exceptional individual performance and special contributions. The 2020 target achievable performance bonus awards were $2.5 million for each of Messrs. Bracken, Hall and Rodriguez and $2.0 million for Mr. Salvato. As provided in Mr. Fries’ employment agreement, his target achievable award was $15.25 million.

The key elements of the 2020 Annual Bonus Program were:

 

   

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

 

   

2020 budgeted revenue on a consolidated basis (30%);

 

   

2020 budgeted OFCF on a consolidated basis (30%);

 

   

target average customer relationship net promoter score (rNPS) on a consolidated basis (20%); and

 

   

specified target goals and objectives of each participant’s department (20%).

 

   

Based on the achievement of these financial and operational performance metrics (except the department performance metric which was capped at 100%), a payout of up to 140% of the target bonus amount was available for over-performance against budget or target.

 

   

Additionally, in special circumstances, a discretionary special contribution component, which is based on exceptional individual performance and special contributions, can be approved by the compensation committee, which could theoretically increase the total 2020 annual bonus to up to 190% of the participant’s target bonus.

 

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The same general design was also implemented with similar performance metrics and weightings for the 2020 bonus programs for approximately 1,460 employees in our corporate offices in the U.K., the U.S. and the Netherlands.

Payout Calculation Methodology: Financial

 

    

    Potential Payout % re: Achievement of 2020 Budget    

2020 Budget Achievement

  

Revenue
(30% Weighting)

   

OFCF
(30% Weighting)

   

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

Over-Performance

     ³ 102.5     ³ 110.0   150.0%

On-Target Performance

     100.0     100.0   100.0%

Minimum Performance

     98.0     92.0       0.0%

 

(1)

Percentages shown represent the payout (excluding any potential discretionary special contribution component) that would result if specified performance levels were achieved for revenue and OFCF budget, with a minimum payout of 0% in revenue and OFCF if the minimum performance threshold is not met. Payout percentages for percentage achievement of revenue and OFCF budgets, which fall in between these points would be determined by straight-line interpolation.

Payout Calculation Methodology: rNPS

 

     Potential Payout % re: Achievement of 2020 Target

Achievement of rNPS Target

   rNPS Target   

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

Over-Performance

   +2.5 points above Target    150.0%

Target

   -2.5 to 0    100.0%

Minimum Performance

   -7.5 points below Target        —%

 

(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.

Department Performance Metric

The department performance metric is 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 compensation committee. Maximum payout of the department metric is 100% of the weighted portion (20%) and no additional payout for over-performance.

The total payout based on the above performance metrics would represent the sum of the percentages derived by multiplying 30% times the respective payout percentage for revenue and 30% times the respective payout percentage for OFCF, plus the percentage derived by multiplying 20% times the payout percentage for rNPS, plus the department metric percentage, with a maximum payout of 140%. If applicable, the discretionary special contribution component amount based on exceptional individual performance and special contributions would then be added to the total payout number in order to determine the final payout.

 

 

 

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The compensation committee considered the following when it approved this design for the 2020 Annual Bonus Program:

 

   

equally weighting the OFCF and budgeted revenue metrics would provide balanced financial incentives to effectively deploy capital and encourage revenue growth

 

   

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 the overall strategic priorities of the company

 

   

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

 

   

a special contribution component rewarding particularly high stand-out achievement or performance by individuals

2020 Annual Bonus Program Performance. At its meeting on February 16, 2021, the compensation committee reviewed the actual consolidated revenue and OFCF for 2020 based on our audited 2020 financial 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 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 2020 financial performance, the performance of the NEO’s department against specific goals and the individual NEO’s performance overall as compared to his 2020 performance goals, taking into account the payout schedules for the performance metrics and individual performance. Evaluation of individual performance also took into account limitations and restrictions due to COVID-19 and its impact on the company, its employees and customers during the calendar year 2020, where, notwithstanding the pandemic, the company managed to execute two significant M&A transactions in the U.K. and Switzerland and managed to achieve financial and performance levels and customer service levels despite the challenges.

Financial, Operational and Departmental Performance

The compensation committee first considered the percentage of budgeted revenue and budgeted OFCF achieved in 2020. For this purpose, the 2020 budget was adjusted in accordance with the terms of the 2020 Annual Bonus 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 adjustments: (1) for the positive and negative impacts of the COVID-19 pandemic, (2) to reflect consistent foreign currency exchange translations, (3) for certain strategic capital allocation decisions, and (4) for the impacts of certain acquisitions and dispositions and related matters, including integration costs. In the aggregate, these adjustments resulted in a net decrease of budgeted revenue to $11.6 billion and a net decrease of budgeted OFCF to $2.1 billion. Actual adjusted 2020 revenue was 100.7% of the adjusted budget and actual adjusted 2020 OFCF was 102.6% of the adjusted budget on a consolidated basis. The rNPS score was above the target zone. In summary, all adjustments made were consistent with the terms of the program and past practice.

The compensation committee 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 2020 operating and capital expenditure budgets, driving employee engagement, and other qualitative measures tailored to each department’s role within our company. Below is a brief description of the goals and objectives of the departments of which our NEOs are members.

 

   

Finance & Treasury: manage department budget for 2020; drive employee engagement; support development of new growth areas for the company and its operations including property, energy initiatives, and exploration of infrastructure planning; and develop talent in the finance department

 

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Legal & Regulatory: manage department budget for 2020; drive employee engagement; provide outstanding legal advice, drive and support on transactions including M&A, finance, derivatives, minority investments, ventures and other transactions; improve commercial legal advice on key agreements and matters; and update review of content rights in the evolving industry landscape of digital and cloud-based rights

 

   

Technology & Innovation: manage department budget for 2020; drive employee engagement; drive the 2020 T&I priorities and deliverables including entertainment, connectivity and networks roadmaps with quality to reach rNPS targets across the operating companies; boost agility and effectiveness of the operating model; refine cybersecurity policies and management; and mange investments in tomorrow’s growth areas

 

   

Mergers and Acquisitions: manage department budget for 2020; drive employee engagement; and focus on key transactions in key countries such as Switzerland and the United Kingdom

In the evaluation of each department’s performance in 2020, 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 2020 and approved a payout of 100% of the department 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 NEOs as set forth in the table below.

 

2020 Annual Performance Bonus Results

 

% Payout for
Revenue
Performance

(30%)

 

% Payout for
OFCF
Performance
(30%)

 

% Payout for

rNPS

Performance

(20%)

   % Payout for
Department
Performance
(20%)
     Weighted
Aggregate % of
Target Bonus
 

114%                  

  113%               121.9%                  100%            112.5%      

Individual Performance and Special Contributions

At its February 16, 2021 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. Over achievement of individual performance goals can increase the amount of the bonus earned.

Our CEO’s performance goals included both financial and operational targets, functional objectives in each of the core departments and support our board in fulfilling its responsibilities, as well as personal development. The financial metrics focused on driving costs efficiencies based on our 2020 budget. In the evaluation of his 2020 performance, the compensation committee considered the various performance objectives that had been assigned to Mr. Fries and our company’s accomplishments as 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 2020. In this regard, the compensation committee noted that we had a number of significant accomplishments in 2020 under the leadership of Mr. Fries, including the completion of the acquisition of Sunrise Communications Group AG, as well as the agreement to form a 50:50 joint venture combining Virgin Media’s operations in the U.K. with Telefonica SA’s mobile business in the U.K., which remains subject to certain conditions, including competition clearance by the applicable regulatory authorities. In addition, various key initiatives were accomplished under his leadership, including expansion of our footprint through our large scale “lightning” new build program in the U.K., delivery on customer propositions, increased collaboration across businesses, setting of the strategic vision for our company, progress in delivering fixed-mobile convergence across our footprint and cost efficiencies through transformation and procurement savings. The compensation committee also considered Mr. Fries’ responsibilities with respect to overall corporate policy-

 

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making and management, in-depth knowledge of our multi-national operations and complex finances, the regulatory and organizational complexities in which we compete, 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 deference to our CEO’s evaluation of their performance against their respective 2020 performance 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, and 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 treasury, accounting, capital allocation, finance function and operating cost efficiencies, optimizing company processes, managing our company’s capital structure and supporting development of new business initiatives and key M&A activities. Mr. Hall’s goals related to technical and legal support in execution of complex M&A, finance and tax matters, driving key regulatory and government affairs initiatives, improvements in external communications, overhead cost reductions and continued commercial legal efficiency measures. Mr. Rodriguez’s goals related to delivering on product initiatives in key areas, including improving quality of services and expanding key connectivity enhancements, improving efficiencies of capital expenditures, management of cybersecurity, privacy and compliance issues in multinational IT services, and simplification and reorganization of T&I, including delivering against key cost saving initiatives. Mr. Salvato’s goals related to execution of significant M&A transactions, developing an investment framework and landscape for new investment opportunities, managing the existing portfolio of minority investments, evaluating, tracking and executing fixed-mobile convergence opportunities in our existing markets and development and management of our content based investments and strategies. In each case, the compensation committee also considered how these goals were affected by the size and complexity of our company. In light of our company’s accomplishments, as highlighted above in —Executive Summary—2020 Business Highlights, the compensation committee and Mr. Fries determined that each executive met or exceeded their objectives for 2020 and had outstanding performance taking into account all the variables, the pandemic and the competitive landscape.

The compensation committee considered the company’s financial, operational and departmental performance, as well as each NEO’s individual performance, overall contributions and 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 compensation committee allocated any additional earned bonus amount he would have been paid to other executives in the executive leadership team.

 

Name

  

Earned
Bonus
Amount (1)

 

Michael T. Fries

   $ 17,152,712

Charles H.R. Bracken

   $ 3,061,920

Bryan H. Hall

   $ 2,961,920

Enrique Rodriguez

   $ 2,961,920

Andrea Salvato

   $ 2,749,536

 

(1)

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

The compensation committee approved payment of 2020 earned bonus amounts to our executive officers, including our NEOs, and certain other officers and key employees in the form of 60% cash and 40% ordinary shares of Liberty Global. Mr. Hall had previously elected to participate in our deferred compensation plan with respect to all cash that he would receive and, therefore, after tax he received ordinary shares only, net of withholding. Mr. Rodriguez had previously elected to participate in our SHIP and that election meant that, after tax, he received more ordinary shares than the 40% described above. The other NEOs had withholding rates above 40% and, therefore, received cash only after taking into account their applicable withholding for tax purposes. The number of ordinary shares actually granted were based on each employee’s tax election, SHIP

 

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election, deferred compensation election and the closing prices of our Liberty Global Class A and Liberty Global Class C shares on March 12, 2021, and were delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. Mr. Hall and Mr. Rodriguez’s ordinary shares were treated as SHIP election shares and, accordingly, they received a grant of “premium” RSUs for the number of shares representing 12.5% of the shares actually issued to them in the 2020 Annual Bonus Program. As per the SHIP, the premium RSUs will vest on March 1, 2022, if the NEO retains the ordinary shares received in the 2020 Annual Bonus Program until that vesting date. The SHIP aspect of the Annual Bonus Program was launched in 2018 to encourage increased share ownership among senior management across our company.

The amounts paid to our NEOs under the 2020 Annual Bonus Program in shares and cash are reflected in the Summary Compensation Table below under the “Stock Awards” and “Non-Equity Incentive Plan Compensation” columns, respectively.

Equity Incentive Awards

General. Multi-year equity incentive awards, whether 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 of retention through vesting requirements and forfeiture provisions. The compensation committee sets a target annual equity value for each executive each year.

Prior to 2020, the compensation committee’s approach was to allocate approximately two-thirds of the target annual equity value in the form of performance-based restricted share units (PSUs) and approximately one-third in the form of SARs. SARs were granted with a four-year vesting schedule and a standard term of seven years before expiration for SARs granted prior to 2019 and, commencing with SARs granted in 2019, a standard term of ten years before expiration, aligning with customary market practices. Upon exercise of a SAR, the company issues an amount of shares representing the appreciation value over the base price, adjusted for applicable tax withholding. Accordingly the actual number of shares delivered upon exercise of SARs will be less than the face amount granted.

In connection with awards of PSUs, the compensation committee selects one or more performance measures for the ensuing two-year performance period. For the PSUs awarded to date, the compensation committee has selected as the performance measure growth in consolidated Adjusted EBITDA, as adjusted for certain specified events that affect comparability, such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles. In choosing Adjusted EBITDA growth as the performance measure, the compensation committee’s goal has been to ensure that the management team is focused on maximizing performance against a key financial metric used by our board and management in evaluating our operating performance. Our compensation committee also sets the performance targets corresponding to the selected performance measure(s), including minimum performance thresholds and setting maximum payouts for over-performance. 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. Earned PSUs will then vest in two equal installments on April 1 and October 1 of the year following the end of the applicable performance period. The PSU awards are subject to forfeiture or acceleration in connection with certain termination of employment or change-in-control events.

Beginning in 2020, the compensation committee’s approach was modified such that sixty percent of the target annual equity value is delivered in RSUs and forty percent in SARs. This change from utilizing RSUs instead of PSUs reflects the company’s current state of significant evolution via acquisitions, dispositions and the like, resulting in difficulty formulating relevant and precise multi-year performance measures. The RSU and SAR awards vest in three equal installments on each May 1 following the grant. The other terms of the SARs are unchanged, with a standard term of ten years before expiration.

 

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

 

   

The organizational risks of incentive compensation should be reduced through:

 

   

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

 

   

annual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide 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.

 

   

The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align 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 and RSUs, provides a retention mechanism and strong alignment with shareholders; and

 

   

Providing for forfeiture or reduction of equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailored to the participant’s role and responsibilities.

Decisions for 2019 PSUs. In accordance with our equity incentive program, in April 2019, the compensation committee made the annual equity grant which consisted of time vested 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 2019 grant of PSUs had a two-year performance period from January 1, 2019 to December 30, 2020, with the performance metric for determination of payout being achievement of a target Adjusted EBITDA compound annual growth rate (CAGR) of 1.38%. The following table sets forth the threshold, target and maximum performance levels and related payouts approved by the compensation committee:

 

     Performance & Payout Levels
    

Performance
Achievement

 

    Payout    

Maximum

       125.0 %       150.0 %

Target

       100.0 %       100.0 %

Threshold

       50.0 %       50.0 %

The compensation committee determines the actual payout by “straight-line interpolation” if our actual Adjusted EBITDA CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual Adjusted EBITDA CAGR for the performance period is calculated by comparing 2020 consolidated Adjusted EBITDA, against 2018 consolidated Adjusted EBITDA, as adjusted for events during the performance period such as changes in foreign currency exchange rates and accounting principles or policies and any other event that the compensation committee determines has the effect of distorting performance against the target Adjusted EBITDA CAGR. At the January 28, 2021 meeting of our compensation committee, the compensation committee reviewed the calculations of 2018 and 2020 consolidated annual Adjusted EBITDA and the resulting Adjusted EBITDA CAGR, as adjusted pursuant to the terms of the 2019 PSU grant agreements and determined that less than 50% of the target Adjusted EBITDA CAGR had been achieved. Given a number of considerations, the committee felt this result distorted the actual performance of the company and the employees over the performance period and would provide a disincentive for continued key employee engagement during a critical time for the company. The compensation committee took into account the following factors in determining whether to use its discretion to approve a payout on the 2019 PSUs:

 

   

At the time the Adjusted EBITDA CAGR performance target was determined for the 2019 PSUs in April 2019, an estimated budget 2020 Adjusted EBITDA was used to formulate the performance target.

 

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The company’s actual 2020 budgeted Adjusted EBITDA was not determined until the end of 2019 and was lower than the estimated budget 2020 Adjusted EBITDA that was used to formulate the 2019 PSU performance metric. The company achieved its actual 2019 and 2020 budgeted Adjusted EBITDA metrics.

 

   

The company had the following notable achievements during the performance period of calendar years 2019 and 2020:

 

   

the sale of the company’s operations in Germany, Hungary, Romania, and the Czech Republic at a premium

 

   

the announcement of the agreement to combine our U.K. operations at Virgin Media with O2 in the U.K. in a 50:50 joint venture

 

   

the completion of the acquisition of Sunrise in Switzerland.

 

   

The company continued to perform at a high level, meeting financial, operational and strategic objectives despite the myriad of challenges faced as a result of COVID-19.

Based on the foregoing, the compensation committee determined to exercise its discretion pursuant to the 2014 Plan terms and provide for the payouts described below, which would have been 65% of the target 2019 PSUs, in order to reward the foregoing achievements throughout the performance period and incentivize continued engagement and high performance by employees. The actual number of shares delivered to an NEO were subject to applicable tax withholding. One-half of the earned 2019 PSUs vested on April 1, 2021 and the balance will vest on October 1, 2021.

 

Name

  

Liberty Global

Class A RSUs

  

Liberty Global

Class C RSUs

Michael T. Fries

       143,594        287,188

Charles H.R. Bracken

       34,462        68,925

Bryan H. Hall

       22,975        45,950

Enrique Rodriguez

       28,718        57,437

Andrea Salvato

       22,975        45,950

2020 Equity Incentive Awards. In accordance with our equity incentive program, the compensation committee established a new three-year, long-term equity incentive plan covering the three-year period ending May 1, 2023. Developing a specific two-year company-wide performance plan would be difficult given the recent divestitures of businesses across continental Europe and the potential significant transaction in the U.K., which was under consideration at the time the 2020 plan was put in place. The compensation committee elected to change the historical approach of providing PSUs based upon a specific performance plan together with SARs to a plan incorporating RSUs and SARs. Pursuant to the 2020 plan, sixty percent of the target annual equity value was delivered in RSUs and forty percent in SARs. The RSUs and SARs are each issued in ordinary shares of the company at a ratio of one-third Class A and two-thirds Class C. The 2020 RSUs and SARs are subject to forfeiture or acceleration in connection with certain termination of employment or change-in-control events, and as indicated above, the RSUs and the SARs are subject to annual time-vesting over a three-year service period vesting on May 1 of each year in equal installments.

 

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The table below sets forth the target annual equity incentive award values for our NEOs approved by our compensation committee and the grants of RSUs and SARs made to them in April 2020.

 

            60% of Target Annual Equity
Value in the Form of
     40% of Target Annual
Equity Value in the Form of
 

Name

   Annual Target
Equity Value
     Liberty Global
Class A
RSUs Grants

(#)
     Liberty Global
Class C
RSUs Grants
(#)
     Liberty Global
Class A
SARs Grants

(#)
     Liberty Global
Class C
SARs Grants
(#)
 

Michael T. Fries

   $ 17,500,000        215,800      431,600      517,368      1,034,736

Charles H.R. Bracken

   $ 6,000,000        73,988      147,976      177,383      354,766

Bryan H. Hall

   $ 4,000,000        49,325      98,650      118,255      236,510

Enrique Rodriguez

   $ 5,000,000        61,657      123,314      147,819      295,638

Andrea Salvato

   $ 4,000,000        49,325      98,650      118,255      236,510

The 2020 RSU awards and the SAR awards of our NEOs are reflected in the Summary Compensation Table below under the “Stock Awards” and “Option Awards” columns, respectively.

Extension of SARs Granted in 2013. In April 2020, the compensation committee and the board of directors extended the expiration date of SARs and director options issued in 2013 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. Our chairman’s 2013 options required no adjustment. There was no change to the exercise prices of the 2013 SARs and director options. They have exercise prices ranging from $27.71 to $32.20 in Class A ordinary shares and $25.84 to $31.76 in Class C ordinary shares. For the company’s executive officers and directors, the exact number of SARs and their exercise prices are shown in Form 4 filings previously made.

2021 Developments

In April 2021, the compensation committee and the board of directors extended the expiration date on SARs 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 the company’s executive officers, the exact number of SARs and their exercise prices are shown in 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 is to ensure that our 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 based on an individual’s level in our company and expressed as a multiple of base salary as follows:

 

Position

   Guideline  

Chief Executive Officer

     5 times base salary  

Executive Vice Presidents

     4 times base salary  

All other members of the 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

 

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senior officers must be in compliance within four years of the date they become subject to the policy. In calculating the value of ordinary shares owned by an executive, the policy includes the value of ordinary shares owned jointly with and separately by the officer’s spouse and minor children, 50% of the value of vested ordinary shares held in the officer’s account in the 401(k) Plan, 50% of the value of vested options and SARs using a valuation methodology generally consistent with the company’s accounting practice for valuing the relevant awards (which uses Black-Scholes valuation methodology) and 50% of the value of any earned but unvested PSUs.

As of April 8, 2021, the value of the ordinary shares owned by our CEO, as calculated in accordance with the policy, significantly exceeded five times his base salary. In addition, at such date, all employees subject to the policy were in compliance with the terms of the policy.

Deferred Compensation

Under the Liberty Global Deferred Compensation Plan (the Deferred Compensation Plan), our executive and other officers who are U.S. taxpayers and who are designated as participants by our compensation committee may elect to defer payment of certain of their compensation as described under —Deferred Compensation Plan below. We do not have a pension or other defined benefit-type plan to offer our executive and senior officers. For these executive officers and employees who are based in the U.S., Liberty 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, the compensation committee noted in adopting the 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: limited personal use of our corporate aircraft; an annual auto allowance or use of a company auto for our executive officers; reasonable legal expenses in connection with employment agreements; an executive health plan; and charitable giving by Liberty Global.

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, the annual flight hours for Mr. Fries’ personal use of our aircraft is 120 hours per year without cost reimbursement. As approved by the compensation committee, beginning in 2017, the annual flight hours for 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 using: (a) a method based on the Standard Industry Fare Level rates, as published by the U.S. Internal Revenue Service (IRS) (in the case of U.S. taxpayers) or (b) as agreed with the U.K. tax authority periodically, a cost base valuation for personal use and the marginal cost for guests (in the case of U.K. 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.

 

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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.

Annual auto allowances for employees are a standard benefit in Europe, and in order to align basic compensation with executives in the U.S., we have extended this allowance to some U.S. based 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.

We provide reimbursement of reasonable legal expenses to some executives, including NEOs, in connection with the negotiation and execution of their employment agreements, on a case-by-case basis. In Mr. Rodriguez’ case, the amount was capped. In Mr. Hall’s case, he did not use outside counsel so there was no actual reimbursement. In Mr. Fries’ case, given the complexity of the agreement and relevant securities regulations, the reimbursement includes consultation with counsel on some post-execution issues as well.

Recoupment Policy

The terms of our PSU awards and our annual performance bonus 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 the 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

Each of our NEOs (including our CEO) are entitled to 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 PSU and RSU awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the PSU and RSU awards do not guarantee that any portion of an award will be deemed earned upon termination of employment, except as a result of death, nor that vesting of earned awards will be accelerated upon termination of employment, except as a result of 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 has not been made for the assumption or continuation of the awards on equivalent terms. For details regarding the acceleration of our 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 believed 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

 

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disruptive circumstances of a change in control. The compensation committee reserved discretion to approve the accelerated vesting of an individual’s award or an amendment to 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.

Timing of Equity Awards

The compensation committee approves the annual equity incentive awards around April 1 of each year. This timing allows the awards to be aligned with long-range benchmarking, annual performance reviews, annual bonus determinations and our company’s financial reporting calendar. The current practice is for the exercise price or base price of option and SAR grants to be set at the respective closing prices of the applicable class of our ordinary shares on the grant date, which is the date of the compensation committee meeting on or around April 1 of the same year.

For purposes of determining the number of Liberty Global Class A and Liberty Global Class C PSUs, RSUs 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 5 day trading period ending on the second trading day preceding the date of the committee meeting at which the grants are approved.

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:

Andrew J. Cole

Paul A. Gould

Richard R. Green

Larry E. Romrell (chairman)

 

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Summary Compensation

The Summary Compensation table below sets forth information concerning the compensation of our named executive officers for fiscal years 2020, 2019 and 2018.

CEO & NEO Compensation Generally

The Summary Compensation table below includes in the “total” compensation column for the CEO and each NEO future unearned compensation in the form of equity awards that are subject to time vesting and performance conditions, which may not be paid (if at all) for several years, and the figures assume 100% performance and certain levels of stock appreciation. These amounts are aggregated into a single year lump sum amount, which was not in fact paid in the year in question.

The Summary Compensation table below uses grant date fair values for the equity awards which assumes 100% performance and vesting, as well as stock appreciation, and may not reflect actual compensation received or realized. Market conditions could significantly impact actual outcomes.

 

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

    2020       1,547,245             16,850,467     15,537,111     10,291,627             725,880     44,952,330  
    2019       2,369,915       5,000,000 (7)      79,183,083     20,195,050     15,263,387       147,672     1,094,986     123,254,093 (1) 
    2018       2,091,000             22,330,108     7,673,644           134,963     784,041     33,013,756  
                 

Charles H.R. Bracken

EVP & Chief Financial Officer

    2020       1,016,034       250,000 (8)      4,649,673     4,170,606     1,587,152             136,982     11,810,447  
    2019       1,066,688 (9)            6,898,921     5,159,343     2,925,482             122,810     16,173,244  
    2018       1,093,625 (9)            3,279,584     2,046,300     2,208,565             126,156     8,754,230  

Bryan H. Hall

EVP & General Counsel

    2020       1,009,832 (10)      150,000 (8)      3,650,822     3,219,891     1,627,152 (11)      165,383     35,696     9,858,776  
    2019       1,066,000 (10)            6,310,501     3,439,569     1,462,741 (11)      227,434     20,191     12,526,436  
    2018       1,046,000 (10)            4,422,577     1,364,191           215,532     19,865     7,068,165  

Enrique Rodriguez

    2020       965,675 (12)      150,000 (8)      5,313,993     2,106,385     590,480       12,682     20,637     9,159,852  

EVP & Chief Technology Officer (13)

 

 

2019

 

 

 

1,018,750

 

 

 

 

 

 

7,683,115

 

 

4,299,467

 

 

635,974

 

 

 

 

 

 

20,137

 

 

13,657,443

 

    2018       442,308 (13)      1,500,000 (14)      5,396,431     1,767,767     483,909             45,008     9,635,423  
                 

Andrea Salvato

    2020       742,849 (9)      500,000 (8)      3,383,069     2,051,344     1,149,722             101,530     7,928,514  

SVP & Chief Development Officer (15)

 

 

2019

 

 

 

592,534

(9) 

 

 

 

 

 

4,762,161

 

 

3,354,625

 

 

2,340,386

 

 

 

 

 

 

83,596

 

 

11,133,302

 

 

(1)    (x)

Recurring Compensation. The “total” column figures for the CEO (and each NEO) include future unearned compensation in the form of equity awards that are subject to time vesting and performance conditions, which may not be paid (if at all) for several years, and the figure assumes 100% performance and certain levels of stock price appreciation. Actual share prices may vary. These amounts are aggregated into a single year lump sum amount, which was not in fact all paid in the year in question.

 

  

The figure in the “total” column also includes non-recurring compensation. In 2019, the company renewed Mr. Fries’ employment agreement on substantially the same terms for a new five year term. The 2019 “total” column figure for the CEO includes the following non-recurring compensation: (x) future unearned equity awards under the company’s 2019 Challenge Performance Award vesting in 2022 and (y) one-time payments made under the renewed employment agreement, and equity awards thereunder, subject to time vesting and performance conditions during the five year term.

 

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The CEO’s total recurring compensation in 2019 was $44,790,933 (based upon the grant date fair value of the equity awards). The following sub-table provides summary information:

 

Name

  

      Salary      

    

Non-Equity
Incentive Plan
Compensation

(a)

    

2019 Equity
Incentive Awards

(b)

    

Benefits & Other
(c)

    

2019 Total
Recurring
Compensation

(d)

 

Michael T. Fries

   $ 2,369,915    $ 15,263,387    $ 25,914,973    $ 1,242,658    $ 44,790,933

 

  (a)

Cash bonus paid in 2020 in respect of the 2019 annual performance bonus awards.

 

  (b)

Includes (i) 2019 long-term equity incentive target values, which were granted 67% in PSUs and 33% in SARs, and have grant date fair values based on share prices of $24.90 in Class A ordinary shares and $24.15 in Class C ordinary shares, plus (ii) the value of RSUs issued pursuant to our shareholding incentive program in respect of the 2018 annual bonus paid in 2019 representing 12.5% of the gross number of ordinary shares earned under the preceding year’s annual bonus program.

 

  (c)

Includes sum of “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” from the 2019 Summary Compensation table above.

 

  (d)

Total recurring compensation (base salary, annual cash bonus, long term equity incentive targets, and other benefits) under the CEO Employment Agreement. Excludes one-time compensation related to renewal of CEO Employment Agreement and special long-term incentive targets, specifically excluding a $5 million sign-on bonus, one-time grant of 2 million Class B ordinary shares at a grant date fair value of $25.29 and the 2019 Challenge Performance Award.

 

        (y)

Single Total Figure of Compensation under U.K. Regulations. As a company incorporated under the laws of England and Wales, we are also required to show our CEO’s compensation under U.K. regulations, see —Single Total Figure of Compensation for Directors (Audited) on page A-5. For 2019, the “Single Total Compensation Figure” for U.K. purposes was:

 

Single Total Compensation Figure

  

        2019         

 

Michael T. Fries, Chief Executive Officer & President

   $ 49,497,981  

 

 

The “Single Total Compensation Figure” consists of the sum of his salary, taxable benefits, annual performance bonus award as paid with respect to 2019, long-term equity incentive performance awards that had a performance period ending in 2019, time-vested share awards that vested in 2019 and sign-on commitment bonus under U.K. rules. These rules require that equity awards are valued using stock prices as of the end of the performance period and SAR values using the stock price at the time of vesting. Since market prices for our shares move upwards or downwards these values only show the “spot” value, but they may provide a better estimate of realized or actual pay. Actual amounts realized or realizable can vary substantially.

 

(2)

The dollar amounts shown in the “Stock Awards” column reflect the grant date fair value of the equity determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC 718), and there can be no assurance that these grant date fair values will ever be realized by an NEO.

 

  (a)

For 2020, the Stock Awards column shows: (i) Target 2020 RSUs granted under our 2020 long-term equity incentive plan. 2020 RSU awards are scheduled to vest, subject to forfeiture or acceleration under certain circumstances, in three equal installments, the first of which will vest on May 1, 2021, the second of which will vest on May 1, 2022 and the third of which will vest on May 1, 2023. (ii) Shares of the company’s stock issued to an NEO for the SHIP portion of his 2020 annual performance bonus awards and premium RSUs issued to an NEO representing 12.5% of the gross number of ordinary shares issued under SHIP.

 

  (b)

For 2019, the Stock Awards column shows: (i) Target 2019 PSUs granted under our 2019 long-term equity incentive plan, which are subject to vesting and performance conditions—the table assumes vesting and performance at 100% of the grant date fair values; however, the compensation committee approved a 65% as disclosed above (see Compensation and Discussion Analysis). Earned 2019 PSU awards vest, subject to forfeiture or acceleration under certain circumstances, in two equal installments on each of April 1, 2021 and October 1, 2021. (ii) Shares of the company’s stock issued to an NEO for the SHIP portion of their 2019 annual performance bonus awards, if any and RSUs issued to NEOs in respect of any shares issued as part of the 2018 annual performance bonus awards representing 12.5% of the gross number of ordinary shares earned. (iii) Each NEO’s target PRSUs that comprise a portion of a special 2019 equity grant of performance awards (the 2019 Challenge Performance Awards). These PRSUs have three year “cliff” vesting on March 2022 and are subject to performance conditions—the table assumes vesting and performance at 100% of the grant date fair values. (iv) The Liberty Global Class B shares issued to our CEO in connection with the renewal of his employment agreement in 2019—the table assumes vesting and performance at 100% of the grant date fair value of $25.29 per award and $50,580,000 in aggregate, although share prices have since changed. Vesting occurs on May 15 of 2019, 2020 and 2021, with vesting of the last two tranches subject to achievement of performance conditions.

 

  (c)

For 2018, the Stock Awards column shows: (i) Target 2018 PSUs granted under our 2018 long-term equity incentive plan. The value of these awards appears as grant date fair value, although the present value of the shares earned is lower than on the grant date. Performance conditions on these PSUs was established as described in the Compensation Discussion and Analysis section of the Proxy Statement for the 2020 Annual General Meeting of Shareholders. Earned 2018 PSU awards vested in two equal installments on April 1, 2020 and October 1, 2020. (ii) The Liberty Global Class B shares issued to our CEO and the Liberty Global

 

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Class A and Liberty Global Class C shares issued to each other NEO for the equity portion of their 2018 and 2019 annual performance bonus awards earned by the NEOs under the 2014 Incentive Plan. (iii) With respect to Mr. Rodriguez, also reflects the grant date fair value of RSUs ($2,429,942) issued to him on August 1, 2018, which RSU awards vested on July 24, 2019.

 

(3)

The dollar amounts shown in the “Option Awards” column reflect (i) the grant date fair value at the time of the grant of SAR awards to our NEOs in 2020 and (ii) the incremental compensation expense associated with the extension of SARs issued in 2013 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 1, 2020, reflect the impact of estimated forfeitures and a risk-free interest rate of between .31% and .37%, a volatility rate ranging from 35.8% to 38.8% and an expected term ranging from 3.2 to 4.4 years for all NEOs. The April 1, 2020 SARs are subject to annual time vesting over a three-year service period vesting on May 1 of each year in equal installments. All SAR awards granted before 2019 have a seven-year term. All SAR and PSAR awards granted after 2018 have a ten-year term. In April 2020, the compensation committee extended the expiration date on SARs 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 SARs issued in 2013 is $8,164,741 for Mr. Fries, $1,642,941 for Mr. Bracken, $1,698,806 for Mr. Hall, $624,808 for Mr. Salvato, and reflects estimated forfeitures and a risk-free rate of between 0.25% and 0.27%, a volatility rate ranging from 35.6% to 39.9% and an expected term ranging from 3.0 to 3.4 years.

 

(4)

The dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the cash portion of their annual performance bonus awards (minus the special contribution component, if applicable) earned by the NEOs during the years indicated. The company split the award between shares and cash prior to deductions for applicable withholdings, which are included in the amounts in the above table.

 

(5)

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)

The following table provides additional information about the 2020 amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:

 

Name

  

401(k)

  Plan (a)  

    

U.K. Defined
Contribution
Plan (b)

    

Auto
Allowance

    

Miscellaneous (c)

    

    Total    

 

Michael T. Fries

   $    $    $    $ 725,880    $ 725,880

Charles H.R. Bracken

   $    $ 102,036    $ 18,594    $ 16,352    $ 136,982

Bryan H. Hall

   $ 19,500    $    $ 15,000    $ 1,196    $ 35,696

Enrique Rodriguez

   $ 19,500    $    $    $ 1,137    $ 20,637

Andrea Salvato

   $    $ 80,874    $ 18,594    $ 2,062    $ 101,530

 

  (a)

Represents matching employer contributions made under 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 and Hall are fully vested in their respective 401(k) Plan accounts.

 

  (b)

Represents defined contribution retirement benefit costs, part of which are paid as employer contributions into the Liberty Global Group Pension Plan in the U.K. and part of which are paid in the form of a taxable cash allowance. Liberty Global Europe Ltd. sponsors a defined contribution retirement plan under which it provides matching contributions on a 1 to 1 basis up to 10% of base salary. Messrs. Bracken and Salvato have elected to contribute 10% of each of his respective base salary and are therefore entitled to receive a matching company contribution equal to 10% of their base salary. However, the annual amount of contributions which can be paid into a retirement plan on a tax efficient basis in the U.K. is limited to £10,000 ($12,827) per annum for employee and company contributions combined for Messrs. Bracken and Salvato, subject to an overall lifetime allowance. On that basis, Liberty Global allows Mr. Bracken and other employees similarly impacted, to contribute £5,000 ($6,414) to the pension plan which is then matched by a £5,000 company contribution. The difference between the 10% of Mr. Bracken’s base salary which would have otherwise been paid into the pension plan as employer contribution, and the £5,000 company contribution remitted to the pension plan, is paid to Mr. Bracken as a taxable cash allowance. Similarly, Liberty Global allows Mr. Salvato and other employees similarly impacted by the lifetime allowance limit to receive 10% of their base salary as a taxable cash allowance. Participating U.K. employees, including Messrs. Bracken and Salvato, are fully vested in the employer contributions to their respective pension plans.

 

  (c)

Amounts reflect the following:

 

   

Premiums for term life insurance for Messrs. Fries ($1,190), Hall ($1,196) and Rodriguez ($1,137) under our group term life insurance benefit plan for U.S. employees.

 

   

Premiums for term life insurance for Messrs. Bracken ($2,830) and Salvato ($2,062) under Liberty Global Europe Ltd.’s group life assurance policy for U.K. employees.

 

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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 ($475,179) and Mr. Bracken ($13,522). 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.

 

   

Contributions to several charitable and non-profit organizations made by Liberty Global at the request of Mr. Fries. Such contributions aggregated $245,000 and are not included in Mr. Fries’ Liberty Global income for tax purposes. Of the five organizations that received such contributions, Mr. Fries and his spouse are members of the board of one of the organizations, and the contribution to that organization was $90,000 in the aggregate.

 

   

During 2020, Messrs. Fries and Hall each used a limited number of sporting and concert event tickets that resulted in no incremental cost to us. Also includes holiday party gifts to Mr. Fries from us valued at approximately $3,480 and the related tax gross-up ($1,031).

 

(7)

Represents a commitment sign-on bonus paid to Mr. Fries at the time he renewed his employment agreement with our company in April 2019.

 

(8)

The dollar amounts reflect the special contribution component of the annual performance bonus awards earned by the NEOs during the years indicated.

 

(9)

For the years indicated, Messrs. Bracken and Salvato each received all or a portion 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 (0.7796 for 2020, 0.7835 for 2019 and 0.7498 for 2018).

 

(10)

Amount includes $706,883, $799,500 and $784,500 of Mr. Hall’s 2020, 2019 and 2018 salary, respectively, the payments of which Mr. Hall elected to defer pursuant to our Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 8.5% per annum compounded daily until paid in full.

 

(11)

Mr. Hall elected to defer $1,735,389 (net of applicable taxes) and $731,371 of his 2020 and 2019 annual performance bonus awards, respectively, pursuant to our Deferred Compensation Plan at the time such awards were paid in 2021 and 2020, respectively. Such deferred amounts, accrue interest at the rate of 8.5% per annum compounded daily until paid in full.

 

(12)

Amount includes $386,270 of Mr. Rodriguez’s 2020 salary, the payment of which Mr. Rodriguez elected to defer pursuant to our Deferred Compensation Plan. Such deferred amounts accrue interest at the rate of 8.5% per annum compounded daily until paid in full.

 

(13)

Mr. Rodriguez became our Chief Technology Officer in July 2018 and, accordingly, compensation information is only for 2020, 2019 and part of 2018.

 

(14)

Represents a sign-on bonus paid to Mr. Rodriguez at the time he signed his employment agreement with our company in June 2018.

 

(15)

Compensation information has been included for 2020 and 2019 only because Mr. Salvato was not a named executive officer in 2018. Mr. Salvato received all or a portion 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 2020 (0.7796).

 

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Grants of Plan-Based Awards

The table below sets forth certain information concerning the grants of equity based awards under the 2014 Incentive Plan and the annual performance bonus awards granted to our named executive officers during the year ended December 31, 2020, as described below under —Narrative to Summary Compensation and Grants of Plan-Based Awards Table. The actual amount of the 2020 annual performance bonus award approved for each NEO is reflected in the “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 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 (1)
    Board/
Committee
Action
Date
    Threshold
($)
    Target
($)(2)
    Maximum
($)(2)
    Threshold
(#)
    Target
(#)(2)
    Maximum
(#)(2)
 
                                                                         

Michael T. Fries

    03/12/2021       02/19/2020             9,150,000     17,385,000  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 2,287,500   $ 3,863,333  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class C

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 4,575,000   $ 7,726,667  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          215,800     215,800  

 

 

 

 

 

 

 

 

 

 

 

    3,463,590

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          431,600     431,600  

 

 

 

 

 

 

 

 

 

 

 

    6,525,792

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    517,368     16.05       2,669,896

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    1,034,736     15.12       4,702,474

  Liberty Global Class A

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    42,988     29.45       88,831

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    85,596     27.13       146,866

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    42,788     29.05       62,629

  Liberty Global Class A

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    971,587     27.71       2,341,767

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    1,933,985     25.84       3,826,696

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    967,468     27.34       1,697,952

Charles H.R. Bracken

    03/12/2021       02/19/2020             1,500,000     2,850,000  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 375,000   $ 633,333  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class C

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 750,000   $ 1,266,667  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          73,988     73,988  

 

 

 

 

 

 

 

 

 

 

 

    1,187,507

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          147,976     147,976  

 

 

 

 

 

 

 

 

 

 

 

    2,237,397

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    177,383     16.05     915,391

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    354,766     15.12     1,612,274

  Liberty Global Class A

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    37,610     29.45       77,718

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    74,888     27.13       128,493

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    37,435     29.05       54,794

 

53


Table of Contents
   

 

   

 

    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 (1)
    Board/
Committee
Action
Date
    Threshold
($)
    Target
($)(2)
    Maximum
($)(2)
    Threshold
(#)
    Target
(#)(2)
    Maximum
(#)(2)
 
                                                                         

  Liberty Global Class A

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    170,684     27.71       411,391

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    339,754     25.84       672,257

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    169,960     27.34       298,288

Bryan H. Hall

    03/12/2021       02/19/2020             1,500,000     2,850,000  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 375,000   $ 633,333  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class C

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 750,000   $ 1,266,667  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    03/13/2020       03/13/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    3,656  

 

 

 

 

 

 

 

    63,103

  Liberty Global Class C

    03/13/2020       03/13/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    7,312  

 

 

 

 

 

 

 

    119,697

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          49,325     49,325  

 

 

 

 

 

 

 

 

 

 

 

    791,666

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          98,650     98,650  

 

 

 

 

 

 

 

 

 

 

 

    1,491,588

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    118,255     16.05     610,259

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    236,510     15.12     910,825

  Liberty Global Class A

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    45,660     29.45       94,352

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    90,917     27.13       155,996

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    45,448     29.05       66,523

  Liberty Global Class A

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    170,684     27.71       411,391

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    339,754     25.84       672,257

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    169,960     27.34       298,288

Enrique Rodriguez

    03/12/2021       02/19/2020             625,000     1,187,500  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 703,125   $ 1,187,500  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class C

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 1,406,250   $ 2,375,000  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    03/13/2020       03/13/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    4,769  

 

 

 

 

 

 

 

    82,313

  Liberty Global Class C

    03/13/2020       03/13/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    9,538  

 

 

 

 

 

 

 

    156,137

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          61,657     61,657  

 

 

 

 

 

 

 

 

 

 

 

    989,595

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          123,314     123,314  

 

 

 

 

 

 

 

 

 

 

 

    1,864,508

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    147,819     16.05       762,825

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    295,638     15.12       1,343,560

 

54


Table of Contents
   

 

   

 

    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 (1)
    Board/
Committee
Action
Date
    Threshold
($)
    Target
($)(2)
    Maximum
($)(2)
    Threshold
(#)
    Target
(#)(2)
    Maximum
(#)(2)
 
                                                                         

Andrea Salvato

    03/12/2021       02/19/2020             1,200,000     2,280,000  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 300,000   $ 506,667  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class C

    03/12/2021       02/19/2020    

 

 

 

 

 

 

 

 

 

 

 

        $ 600,000   $ 1,013,333  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          49,325     49,325  

 

 

 

 

 

 

 

 

 

 

 

    791,666

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

          98,650     98,650  

 

 

 

 

 

 

 

 

 

 

 

    1,491,588

  Liberty Global Class A

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    118,255     16.05       515,711

  Liberty Global Class C

    04/01/2020       04/01/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    236,510     15.12       910,825

  Liberty Global Class A

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    13,444     29.45       27,781

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    26,769     27.13       45,930

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    13,381     29.05       19,586

  Liberty Global Class A

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    65,647     27.71       158,226

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    130,674     25.84       258,559

  Liberty Global Class C

    04/21/2020       04/21/2020    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    65,369     27.34       114,726

 

(1)

SARs with a grant date of April 21, 2020 reflect the 2013 SAR extensions as more fully described in —Compensation Discussion and Analysis—Elements of Our Compensation Packages—Equity Incentive Awards—Extension of SARs Granted in 2013 above.

 

(2)

Pursuant to the shareholding incentive plan of the 2020 Annual Bonus Program, our NEOs could elect to receive up to 100% of their annual bonus in ordinary shares of Liberty Global in lieu of cash. An NEO 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 2020 Annual Bonus Program as more fully described in —Compensation Discussion and Analysis—Elements of Our Compensation Packages—Annual Performance Bonus Awards above. The RSUs will vest on March 1, 2022, provided the NEO holds all of the shares issued in respect to the 2020 Annual Bonus Program through that period.

 

(3)

With respect to all NEOs, consists of a grant of RSUs on March 13, 2020 in connection with 12.5% of the gross number of shares earned under the 2019 Annual Bonus Program. As all NEOs held their 2019 Annual Bonus Program shares, these awards fully vested on March 1, 2021.

 

(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 2020, and other than Mr. Rodriguez (ii) the incremental compensation expense associated with the extension of SARs issued in 2013 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 1, 2020, reflect the impact of estimated forfeitures and a risk-free interest rate of between .31% and .37%, a volatility rate ranging from 35.8% to 38.8% and an expected term ranging from 3.2 to 4.4 years for all NEOs. The April 1, 2020 SARs are subject to annual time vesting over a three-year service period vesting on May 1 of each year in equal installments. All SAR awards granted before 2019 have a seven-year term. All SAR and PSAR awards granted after 2018 have a ten-year term. In April 2020, the compensation committee extended the expiration date on SARs 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 SARs issued in 2013 is $8,164,741 for Mr. Fries, $1,642,941 for Mr. Bracken, $1,698,806 for Mr. Hall, $624,808 for Mr. Salvato, and reflects estimated forfeitures and a risk-free rate of between 0.25% and 0.27%, a volatility rate ranging from 35.6% to 39.9% and an expected term ranging from 3.0 to 3.4 years.

 

55


Table of Contents

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

The amounts reported for 2020 in the Summary Compensation Table include salary, annual performance bonuses, equity incentive grants, benefits and perquisites as more fully described in —Compensation Discussion and Analysis—Elements of Our Compensation Packages above and —Employment and Other Agreements below. The following discussion focuses on the annual performance bonus award component of 2020 total compensation reflected in the Grants of Plan-Based Awards Table above. Additional information with respect to the other components of 2020 compensation is provided in the notes to the Summary Compensation Table above. Also discussed are vesting and forfeiture provisions applicable to the 2020 RSU awards granted in 2020. For information on the effect of a termination or change in control on the 2020 RSU awards, see —Potential Payments Upon Termination or Change in Control below.

The maximum achievable amount of the 2020 annual 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, no “threshold” or minimum awards are reflected in the Grants of Plan-Based Awards Table. The amount each NEO actually earned of his 2020 annual performance bonus award is reflected in the Summary 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 2020 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 2020 annual performance bonuses to our executive officers, including our NEOs, and certain other officers and key employees in the form of 60% cash and 40% ordinary shares of Liberty Global as more fully described in —Compensation Discussion and Analysis above.

Under the 2020 Annual Bonus Program, our NEOs who received a portion of their 2020 annual bonus payment in ordinary shares also received Liberty Global Class A and Liberty Global Class C RSUs equal to 12.5% of the gross number of shares earned under the 2020 Annual Bonus Program. The RSUs will vest on March 1, 2022, provided the NEO holds all of the shares issued in respect of the 2020 Annual Bonus Program through that period. The 2020 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 12, 2021. The number of such shares were delivered on a 1:2 basis between our Liberty Global Class A and Liberty Global Class C shares.

 

56


Table of Contents

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 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 ($)

 
                                                                   

Michael T. Fries

                     

Liberty Global Class A

    42,988             29.45     5/1/2023       143,594     (5     3,477,847     668,368     (6)       16,187,873
    971,587             27.71     6/24/2023       215,800     (7     5,226,676      
    201,746             32.37     5/1/2021              
    157,121             42.01     5/1/2022              
    211,882             32.81     5/1/2023              
    199,353     28,479     (1     35.69     5/1/2024              
    183,823     110,294     (2     29.88     5/1/2025              
    148,174     246,957     (3     24.90     4/1/2029              
          517,368     (4     16.05     4/1/2030              

Liberty Global Class B

                                660,000     (8)       15,985,200

Liberty Global Class C

    42,788             29.05     5/1/2023       287,188     (5     6,791,996     1,336,736     (6)       31,613,806
    85,596             27.13     5/1/2023       431,600     (7     10,207,340      
    967,468             27.34     6/24/2023              
    1,933,985             25.84     6/24/2023              
    401,446             30.81     5/1/2021              
    316,802             40.52     5/1/2022              
    423,764             31.65     5/1/2023              
    398,706     56,958     (1     34.80     5/1/2024              
    367,646     220,588     (2     28.94     5/1/2025              
    296,348     493,914     (3     24.15     4/1/2029              
          1,034,736     (4     15.12     4/1/2030              

Charles H.R. Bracken

                     

Liberty Global Class A

    37,610             29.45     5/1/2023       34,462     (5     834,670     178,230     (6)       4,316,730
    170,684             27.71     6/24/2023       73,988     (7     1,791,989      
    67,243             32.37     5/1/2021              
    52,376             42.01     5/1/2022              
    60,536             32.81     5/1/2023              
    166,666             37.45     2/21/2024              
    49,838     7,120     (1     35.69     5/1/2024              
    49,019     29,412     (2     29.88     5/1/2025              
    35,561     59,270     (3     24.90     4/1/2029              
          177,383     (4     16.05     4/1/2030              

 

57


Table of Contents
    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 ($)

 
                                                                   

Liberty Global Class C

    74,888             27.13     5/1/2023       68,925     (5     1,630,076     356,460     (6)       8,430,279
    37,435             29.05     5/1/2023       147,976     (7     3,499,632      
    169,960             27.34     6/24/2023              
    339,754             25.84     6/24/2023              
    133,804             30.81     5/1/2021              
    105,606             40.52     5/1/2022              
    121,072             31.65     5/1/2023              
    333,334             36.32     2/21/2024              
<