Shareholder Meeting Results

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 30, 2020, Liberty Global plc (Liberty Global) held its annual general meeting of shareholders (the AGM). We had over 90% of our outstanding shares entitled to vote present at the meeting (either in person or by proxy). At the meeting, fourteen matters were considered and acted upon.

Each of the resolutions 1-7 and 9-14 were adopted and the frequency of every three years was adopted with respect to resolution 8. The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such resolution, are set forth below. Our Class A ordinary shares carry one vote per share, our Class B ordinary shares carry ten votes per share and our Class C ordinary shares are non-voting.

1) To elect Miranda Curtis as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

2) To elect John W. Dick as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

3) To elect JC Sparkman as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

4) To elect J. David Wargo as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2023 or until a successor in interest is appointed.

5) Approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2019, contained in Appendix A of the proxy statement (in accordance with requirements applicable to United Kingdom (U.K.) companies).

6) Approve the director’s compensation policy contained in Appendix A of Liberty Global’s proxy statement for the 2020 AGM (in accordance with requirements applicable to U.K. companies) to be effective as of the date of the 2020 AGM.

7) Approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Liberty Global’s proxy statement for the 2020 AGM pursuant to the compensation disclosure rules of the Securities and Exchange Commission, under the heading “Executive Officers and Directors Compensation”.

8) Choose, on an advisory basis, the frequency at which future advisory votes on the compensation of the named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, will be held.

9) Ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2020.

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

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

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

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

14) Approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2020 AGM.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2019, Liberty Global plc (Liberty Global) held its annual general meeting of shareholders. At the meeting, eleven matters were considered and acted upon by holders of voting shares.

Resolutions 1 through 10 passed, each receiving a majority of the votes cast. Resolution 11 required the approval of 75% of the votes cast and did not receive sufficient votes to pass.  The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such resolution, are set forth below. Our Class A ordinary shares carry one vote per share, our Class B ordinary shares carry ten votes per share and our Class C ordinary shares are non-voting.

1) To elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.

2) To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.

3) To elect David E. Rapley as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.

4) To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2018, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).

5) To approve an amendment to the Liberty Global 2014 Incentive Plan (As Amended and Restated effective February 24, 2015) to increase the number of ordinary shares authorized under such plan from 105,000,000 to 155,000,000.

6) To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2019.

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

8) To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory
auditor’s compensation.

9) To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2019 annual general meeting of shareholders.

10) To authorize Liberty Global’s board of directors in accordance with Section 551 of the Act to exercise all powers to allot shares in Liberty Global and to grant rights to subscribe for or to convert any security into shares of Liberty Global.

11) To authorize Liberty Global’s board of directors in accordance with Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) pursuant to the authority contemplated by resolution 10 for cash without the rights of pre-emption provided by Section 561 of the Act.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 12, 2018, Liberty Global plc (Liberty Global) held its annual general meeting of shareholders. We had nearly 90% of our outstanding shares entitled to vote present at the meeting (either in person or by proxy). At the meeting, ten matters were considered and acted upon. Each resolution was resoundingly approved by our shareholders.

The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such resolution, are set forth below.

Resolutions 1, 2, 3 and 4 – Election of Directors Proposals received 90%, 85%, 84% and 78% approval, respectively:

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 2021.

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 2021.

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 2021.

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 2021.

5) To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2017, contained in Appendix A of the proxy statement for the 2018 annual general meeting of shareholders (in accordance with requirements applicable to U.K. companies).  Received 76% approval.

6) To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2018.  Received 99% approval.

7) To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).  Received 99% approval.

8) To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.  Received 99% approval.

9) To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2018 annual general meeting of shareholders.  Received 99% approval.

10) To approve the form of agreement and counterparty pursuant to which Liberty Global may conduct the purchase of its deferred 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 a purchase of deferred shares in the capital of Liberty Global pursuant to the form of agreement.  Received 99% approval.

On June 21, 2017, Liberty Global plc (Liberty Global) held its annual general meeting of shareholders. At the annual general meeting, eleven matters were considered and acted upon. Each of the resolutions 1-11 were adopted. The number of votes cast (including the percentage of total votes cast), as well as number of votes cast against, the number of abstentions and broker non-votes as to each such resolution, are set forth below.

Resolution 1: Ordinary resolution to elect Miranda Curtis as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.

Total Votes Cast:

Resolution 2: Ordinary resolution to elect John W. Dick as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.

Total Votes Cast:

Resolution 3: Ordinary resolution to elect JC Sparkman as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.

Total Votes Cast:

Resolution 4: Ordinary resolution to elect David Wargo as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.

Total Votes Cast:

Resolution 5: Ordinary resolution to approve the directors’ compensation policy contained in Appendix A of Liberty Global’s proxy statement for the 2017 annual general meeting of shareholders (in accordance with requirements applicable to United Kingdom (U.K.) companies) to be effective as of the date of the 2017 annual general meeting of shareholders.

Total Votes Cast:

Resolution 6: Ordinary resolution to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Liberty Global’s proxy statement for the 2017 annual general meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis section, the Summary Compensation Table and other related tables and disclosure.

Total Votes Cast:

Resolution 7: Ordinary resolution to approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31 2016, contained in Appendix A of Liberty Global’s proxy statement for the 2017 annual general meeting of shareholders.

Total Votes Cast:

Resolution 8: Ordinary resolution to ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2017.

Total Votes Cast:

Resolution 9: Ordinary resolution to appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).

Total Votes Cast:

Resolution 10: Ordinary resolution to authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

Total Votes Cast:

Resolution 11: Ordinary resolution to approve the form of agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in its capital and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of the ordinary shares.

Total Votes Cast:

On April 20, 2016, Liberty Global plc (“Liberty Global”) held a general meeting of shareholders. At the general meeting, two matters were considered and acted upon:

1. To approve the issuance of Liberty Global Class A Ordinary Shares, Liberty Global Class C Ordinary Shares, LiLAC Class A Ordinary Shares and LiLAC Class C Ordinary Shares to shareholders of Cable & Wireless Communications Plc (“CWC”) in connection with the proposed acquisition (the “Acquisition”) by Liberty Global of all of the ordinary shares of CWC (the “CWC Shares”) on the terms set forth in the announcement (the “Rule 2.7 Announcement”) issued by Liberty Global on November 16, 2015, pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers, as described in the Liberty Global’s definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2016, and the Rule 2.7 Announcement (together with such modifications as the board of directors of Liberty Global may in its absolute discretion think fit) (the “Share Issuance Proposal”).
2. To approve the acquisition by Liberty Global of the CWC Shares held by Columbus Holding LLC, an entity that owns approximately 13% of the CWC Shares and is controlled by John C. Malone, the chairman of the board of directors of Liberty Global, in the Acquisition (the “Substantial Property Transaction Proposal”).

Each of the resolutions 1 and 2 were adopted.  The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such resolution, is set forth below.

Resolution 1 – Approval of the Share Issuance Proposal:

Resolution 2 – Approval of the Substantial Property Transaction Proposal:

On June 25, 2015, Liberty Global plc (Liberty Global) held its annual general meeting of shareholders. At the annual general meeting, eleven matters were considered and acted upon. Each of the resolutions 1-8 were adopted. The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such resolution, are set forth below.

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 2017.

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 2017.

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 2017.

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 2017.

5) To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Liberty Global’s proxy statement for the 2014 annual general meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis section, the Summary Compensation Table and other related tables and disclosure.

6) To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2015.

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

8) To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.