Annual General Meeting of Shareholders - June 30, 2020

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
246,759,407 25,430,846 394,166 11,086,687

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
241,846,019 30,339,611 398,789 11,086,687

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
209,314,957 62,870,279 399,183 11,086,687

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
233,843,640 38,346,663 394,116 11,086,687

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).

FOR AGAINST ABSTAIN BROKER NON-VOTES
200,558,030 61,960,309 10,066,080 11,086,687

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
175,762,447 86,746,035 10,075,937 11,086,687

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”.

FOR AGAINST ABSTAIN BROKER NON-VOTES
170,232,934 91,909,616 10,441,869 11,086,687

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.

THREE YEARS TWO YEARS ONE YEAR ABSTAIN BROKER NON-VOTES
163,154,050 8,633,550 100,635,020 161,799 11,086,687

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

FOR AGAINST ABSTAIN BROKER NON-VOTES
282,073,312 1,289,733 308,061

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).

FOR AGAINST ABSTAIN BROKER NON-VOTES
282,346,962 1,042,830 281,314

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

FOR AGAINST ABSTAIN BROKER NON-VOTES
283,434,316 158,656 78,134

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
278,340,643 5,023,689 306,774

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
259,743,242 12,804,730 36,447 11,086,687

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
269,521,000 3,004,647 58,772 11,086,687

Annual General Meeting of Shareholders - June 11, 2019

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
222,576,744 64,363,954 890,839 11,550,333

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
248,723,141 38,217,173 891,223 11,550,333

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
247,227,761 39,712,541 891,235 11,550,333

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).

FOR AGAINST ABSTAIN BROKER NON-VOTES
218,874,765 68,025,792 930,949 11,550,333

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
211,620,562 75,308,975 902,000 11,550,333

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

FOR AGAINST ABSTAIN BROKER NON-VOTES
296,735,738 1,233,022 1,413,110

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).

FOR AGAINST ABSTAIN BROKER NON-VOTES
296,773,061 1,189,649 1,419,160

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

FOR AGAINST ABSTAIN BROKER NON-VOTES
297,845,021 449,270 1,087,579

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
284,102,866 2,701,560 1,027,111 11,550,333

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
211,012,687 87,205,395 1,163,788

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
210,993,553 87,215,889 1,172,428

Annual General Meeting of Shareholders - June 12, 2018

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
254,979,873 26,548,928 1,437,487 11,225,093

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
240,292,266 41,488,983 1,185,039 11,225,093

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
237,272,920 39,547,712 6,145,656 11,225,093

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
219,922,237 61,858,567 1,185,484 11,225,093

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
213,897,776 66,178,444 2,890,068 11,225,093

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
291,914,915 733,732 1,542,734

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
291,916,356 747,202 1,527,823

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
281,576,024 343,354 1,046,910 11,225,093

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
280,499,998 1,304,960 1,161,330 11,225,093

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
281,588,389 214,525 1,163,374 11,225,093

Annual General Meeting of Shareholders - June 21, 2017

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
321,584,277 (89%) 32,203,891 6,014,360 18,563,969

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
320,864,963 (89%) 32,875,991 6,061,574 18,563,969

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
261,499,534 (73%) 92,331,041 5,971,953 18,563,969

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
290,299,947 (81%) 63,496,575 6,006,006 18,563,969

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
252,090,381 (70%) 100,476,761 7,235,386 18,563,969

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
240,088,760 (67%) 112,482,071 7,231,697 18,563,969

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
242,863,857 (68%) 110,814,685 6,123,986 18,563,939

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
371,215,605 (98%) 582,936 6,567,956

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
371,205,841 (98%) 577,882 6,582,774

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
372,058,658 (98%) 299,963 6,007,876

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
337,212,682 (89%) 34,206,243 6,947,572

General Meeting of Shareholders - April 20, 2016

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:

FOR AGAINST ABSTAIN BROKER NON-VOTES
325,332,254 2,925,790 1,621,367

Resolution 2 – Approval of the Substantial Property Transaction Proposal:

FOR AGAINST ABSTAIN BROKER NON-VOTES
325,378,465 2,875,508 1,625,438

Annual General Meeting of Shareholders - June 25, 2015

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
306,364,189 708,519 386,329 15,910,243

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
306,275,896 791,237 391,904 15,910,243

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
266,435,054 38,951,318 2,073,041 15,909,867

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
237,374,039 47,660,572 22,424,802 10,933,882

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.

FOR AGAINST ABSTAIN BROKER NON-VOTES
176,387,612 130,260,574 810,842 15,910,252

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

FOR AGAINST ABSTAIN BROKER NON-VOTES
322,539,118 116,706 713,079

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).

FOR AGAINST ABSTAIN BROKER NON-VOTES
322,538,184 116,480 714,240

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

FOR AGAINST ABSTAIN BROKER NON-VOTES
322,800,882 120,259 447,763