DEF 14A 1 a2015agmproxy.htm DEF 14A 2015 AGM Proxy

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.      )

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Soliciting Material Pursuant to § 240.14a-12
LIBERTY GLOBAL PLC

 
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April 27, 2015
Dear Shareholder:
You are invited to attend the 2015 Annual General Meeting of Shareholders of Liberty Global plc to be held at 4:00 p.m. BST (11:00 a.m. Eastern time), on Thursday, June 25, 2015, at Broadgate West, 9 Appold Street, London EC2A 2AP, telephone number +44 (0)20 7655 5000. In addition, we will have a live video-conference of the meeting at the Denver Marriott South at Park Meadows, 10345 Park Meadows Drive, Lone Tree, Colorado 80124. 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 annual general meeting, please 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,
Michael T. Fries
Chief Executive Officer and President
Liberty Global plc


38 Hans Crescent, London SW1X 0LZ, United Kingdom, Registered in England Nr 8379990, www.libertyglobal.com



LIBERTY GLOBAL PLC
Notice of Annual General Meeting of Shareholders
to be Held June 25, 2015
The 2015 Annual General Meeting of Shareholders (the AGM) of Liberty Global plc (Liberty Global) will be held at 4:00 p.m. BST (11:00 a.m. Eastern time), on Thursday, June 25, 2015, at Broadgate West, 9 Appold Street, London EC2A 2AP, telephone number +44 (0)20 7655 5000, for the following purposes:
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 2018.
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 2018.
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 2018.
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 2018.
5.
To approve on an advisory basis the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2014, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).
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.
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 proposed, in accordance with sections 100 through 102 of our articles of association, any additional resolutions to be brought before the AGM.
All of the resolutions 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. With respect to the advisory vote on resolution 5 regarding approving our U.K. statutory implementation report for the year ended December 31, 2014, the result of the vote on such resolution will not require our board of directors or any committee thereof to take any action. Our board of directors will, however, consider the outcome of the advisory vote 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, 2014, which report includes our statutory accounts, the U.K. Statutory Directors’ Report and the statutory Auditors’ Report for the year ended December 31, 2014 (the U.K. Report and Accounts).
All shareholders of Liberty Global are cordially invited to attend the AGM. All shareholders of record of Liberty Global Class A ordinary shares, nominal value $.01 per share, Liberty Global Class B ordinary shares, nominal value $.01 per share, and Liberty Global Class C ordinary shares, nominal value $.01 per share, as of 10:00 p.m. BST (5:00 p.m. Eastern time), on April 30, 2015, the record date for the AGM, are entitled to notice of the AGM or any adjournment thereof, but only shareholders

38 Hans Crescent, London SW1X 0LZ, United Kingdom, Registered in England Nr 8379990, www.libertyglobal.com



of record of Class A ordinary shares or Class B ordinary shares as of the record date are entitled to vote at the AGM or any adjournment thereof. The holders of our Class A ordinary shares and our Class B ordinary 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 38 Hans Crescent, London SW1X 0LZ, United Kingdom, and at 12300 Liberty Boulevard, Englewood, Colorado 80112, USA, for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM.
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 United States).
If you vote via the internet, your vote must be received by 6:00 a.m. BST (1:00 a.m. Eastern time), on June 25, 2015. You may revoke your proxy in the manner described in the accompanying proxy statement.
By Order of the Board of Directors,
Bryan H. Hall
Secretary
April 27, 2015


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.


38 Hans Crescent, London SW1X 0LZ, United Kingdom, Registered in England Nr 8379990, www.libertyglobal.com



TABLE OF CONTENTS
 
Page
Number
PROXY STATEMENT
 
Voting Matters and Board Recommendations
 
 
 
QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
 
 
 
CORPORATE GOVERNANCE
 
Governance Guidelines
 
Director Independence
 
Board Leadership Structure
 
Risk Oversight
 
Risk Assessment of Compensation Programs
 
Code of Business Conduct and Code of Ethics
 
Political Contributions
 
Shareholder Communication with Directors
 
 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
Security Ownership of Certain Beneficial Owners
 
Security Ownership of Management
 
Change in Control
 
Section 16(a) Beneficial Ownership Reporting Compliance
 
 
 
RESOLUTIONS 1, 2, 3 AND 4
 
Vote and Recommendation
 
Nominees for Election of Directors
 
Directors Whose Term Expires 2016
 
Directors Whose Term Expires 2017
 
 
 
COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE
 
Board Meetings
 
Director Attendance at AGMs
 
Executive Sessions
 
 
 
MANAGEMENT OF LIBERTY GLOBAL PLC
 
Executive Officers
 
Involvement in Certain Proceedings
 
 
 
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
 
Executive Summary
 
Compensation Discussion and Analysis
 
Compensation Committee Report
 
Summary Compensation
 
Grants of Plan-Based Awards
 
Narrative to Summary Compensation and Grants of Plan-Based Awards Tables
 
Outstanding Equity Awards at Fiscal Year-End
 
Option Exercises and Shares Vested
 
Deferred Compensation Plan
 
Employment and Other Agreements
 
Aircraft Policy
 
Potential Payments upon Termination or Change in Control
 
Director Compensation
 
2014 Compensation of Liberty Global Directors
 
 
 
RESOLUTION 5
 
Vote and Recommendation
 
 
 

i



 
 
 
RESOLUTIONS 6, 7 AND 8
 
Vote and Recommendation
 
Audit Fees and All Other Fees
 
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
 
Audit Committee Report
 
 
 
INCENTIVE PLANS
 
 
 
CERTAIN TRANSACTIONS
 
Certain Relationships
 
 
 
SHAREHOLDER RESOLUTIONS
 
 
 
SHAREHOLDER RIGHTS
 
 
 
ADOPTION OF NEW FINANCIAL REPORTING STANDARDS
 
 
 
APPENDIX A: DIRECTORS’ REMUNERATION REPORT
 
Annual Statement of the Chairman of the Compensation Committee
 
Consideration of Shareholder Views
 
Annual Compensation Report



ii



LIBERTY GLOBAL PLC
38 Hans Crescent
London SW1X 0LZ, United Kingdom,
Registered in England Nr 8379990
_________________________________________________________
PROXY STATEMENT FOR THE
2015 ANNUAL GENERAL MEETING OF SHAREHOLDERS
_________________________________________________________

We are furnishing this proxy statement to holders of record as of 10:00 p.m. BST (5:00 p.m. Eastern time) on April 30, 2015, of Class A ordinary shares or Class B ordinary shares, each with nominal value $.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 2015 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). This proxy statement is also being furnished to holders of our non-voting Class C ordinary shares, nominal value $.01 per share, for informational purposes only. 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 Securities and Exchange Commission (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, 2015. 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, 2014 (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.
As a result of a series of mergers that were completed on June 7, 2013, Liberty Global became the publicly-held parent company of the successors by merger of Liberty Global, Inc. (LGI) (the predecessor to Liberty Global) and Virgin Media Inc. (Virgin Media). In this proxy statement, the terms “we”, “our”, “our company”, and “us” or similar references may refer, as the context requires, to Liberty Global or its predecessor LGI. In this proxy statement, we refer to the transaction with Virgin Media as the Virgin Media Acquisition.
In this proxy statement, the terms Class A shares, Class B shares and Class C shares, as the case may be, refer to the ordinary shares of Liberty Global or the common stock of its predecessor LGI. Also, on March 3, 2014, Liberty Global effected a share split in the form of a share dividend (the Dividend) of its Class C shares to holders of record of its Class A shares, Class B shares and Class C shares as of 5:00 p.m., Eastern time on February 14, 2014, which was the record date for the Dividend. In the Dividend, holders received one Class C share for each Class A share, Class B share and Class C share held of record as of such record date. Unless otherwise indicated, all Liberty Global shares and per share amounts presented herein have been retroactively adjusted to give effect to the Dividend, notwithstanding the fact that no Class C shares issued for the Dividend were issued and outstanding prior to March 3, 2014. Because we are a U.K. company, the Dividend constituted a bonus issue under our articles of association and English law. For convenience, we refer to such bonus issue as a dividend.

1


Voting Matters and Board Recommendations
The board of directors recommend that the holders of our Class A shares and Class B shares vote “FOR” each of the following resolutions:
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 2018.
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 2018.
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 2018.
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 2018.
5.
To approve on an advisory basis the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2014, contained in Appendix A of this proxy statement (in accordance with requirements applicable to U.K. companies).
6.
To ratify the appointment of KPMG LLP (U.S.) as our 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 Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid before our company).
8.
To authorize the audit committee of our board of directors to determine the U.K. statutory auditor’s compensation.
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.

2



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 Appendix, before voting.
When and where is the AGM?
The AGM will be held at 4:00 p.m. BST (11:00 a.m. Eastern time), on June 25, 2015 at Broadgate West, 9 Appold Street, London EC2A 2AP, telephone number +44 (0)20 7655 5000. In addition, we will have a live video-conference of the AGM at the Denver Marriott South at Park Meadows, 10345 Park Meadows Drive, Lone Tree, Colorado 80124.
What is the record date for the AGM?
The record date for the AGM is 10:00 p.m. BST (5:00 p.m. Eastern time), on April 30, 2015.
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 8 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 Class A shares and Class B shares (voting together as a single class) is required to approve each of the resolutions. 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.
Resolution 5 regarding the annual report on the implementation of the directors’ compensation policy as reported in this proxy statement (in accordance with requirements applicable to U.K. companies) is advisory in nature. Accordingly, the outcome of this advisory vote is not binding on Liberty Global, our board of directors or our compensation committee. Our board, however, values the opinions of our shareholders and will consider the outcome of the advisory vote in respect of resolution 5.
How many votes do shareholders have at the AGM?
Only holders of record of our Class A shares or our Class B shares as of the record date are entitled to vote at our AGM. As of the most recent practicable date, April 15, 2015, we had outstanding and entitled to vote at the meeting 252,040,859 Class A shares and 10,472,517 Class B shares. Our Class A shares and Class B shares are our only voting ordinary shares and vote together as a single class on all matters. Each Class A share has one vote and each 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. We also had outstanding as of the most recent practicable date, April 15, 2015, 621,214,746 Class C shares, which are non-voting, except where otherwise required by the Companies Act and our articles of association.
As of the most recent practicable date, April 15, 2015, we had 361 record holders of Class A shares and 44 record holders of Class B shares. Such 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.

3


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 6:00 a.m. BST (1:00 a.m. Eastern time) on June 25, 2015.
How do I vote my shares that are held in our 401(k) Plans?
If you hold 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, LGI, the trustee is required to vote your Class A shares as you specify. To allow sufficient time for the trustee to vote your Class A shares, your voting instructions must be received by 10:00 p.m. BST (5:00 p.m. Eastern time) on June 22, 2015. If you hold Class A shares through your account in the Liberty Puerto Rico 401(k) Savings Plan, which plan is for employees of our indirect subsidiary Liberty Cablevision of Puerto Rico, LLC, your Class A shares will be voted as you specify. To vote such Class A shares, please follow the instructions provided by the trustee for such plan. The voting instructions for the Puerto Rico plan must be received by the trustee for such plan by 10:00 p.m. BST (5:00 p.m. Eastern time) on June 22, 2015.
What if I do not specify a choice for a resolution in my proxy?
All Class A shares and Class B shares properly voted via the internet at or prior to 6:00 a.m. BST (1:00 a.m. Eastern time) on June 25, 2015, and all ordinary 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 Class A shares and Class B shares represented by a properly executed proxy will be voted in favor of each of resolutions 1-8.
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 1-5 are considered non-routine matters and thus your broker, bank or other nominee may not vote on these resolutions without instructions from you.

4


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 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, 38 Hans Crescent, London SW1X 0LZ, United Kingdom, 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 6:00 a.m. BST (1:00 a.m. Eastern time), on June 25, 2015. 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 Class A shares and Class B 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 Class A shares and Class B shares, as of 10:00 p.m. BST (5:00 p.m. Eastern time), on April 30, 2015, the “record date” for the AGM, are entitled to vote at the AGM or any adjournment thereof. Holders of Class C shares will not be entitled to vote on any of the resolutions.
If you are a shareholder of record of our Class A shares or Class B shares, you have the right to attend, speak and vote in person at the meeting. 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 meeting.
Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the AGM even if you plan to attend the AGM (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 38 Hans Crescent, London SW1X 0LZ and at 12300 Liberty Boulevard, Englewood, Colorado 80112, for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM.
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 outstanding Class A shares and Class B shares entitled to vote at the AGM is necessary to constitute a quorum at the AGM.

5


What is a proxy statement and what is a proxy?
A proxy statement is a document that SEC regulations require us to provide you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the shares you own in accordance with your instructions. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated the following officers as proxies for the AGM: Charles H.R. Bracken, Jeremy Evans and John M. Winter.
How can I access the proxy materials over the internet?
Shareholders can access the Meeting Notice, proxy statement, the annual report and the U.K. Report and Accounts via our website at www.libertyglobal.com or as directed in the Internet Notice for voting via the website at www.evisionreports.com/LGP. The Internet Notice will instruct you as to how you may access and review the information in the proxy materials over the internet. The proxy materials, including the form of proxy, relating to the AGM will be first made available to shareholders on or about May 7, 2015.
A copy of our annual report for the year ended December 31, 2014, including our consolidated financial statements for the fiscal year ended December 31, 2014, and a copy of our U.K. Report and Accounts are available to all holders of our Class A shares and Class B shares entitled to vote at the meeting and to all holders of our Class C shares as of the record date for informational purposes. These reports do not form any part of the material for solicitation of proxies. The annual report and the U.K. Report and Accounts are posted at the following website addresses: www.libertyglobal.com and www.envisionreports.com/LGP. If you received the Internet Notice, you will not receive a printed copy of the annual report or the U.K. Report and Accounts (unless you request copies of these reports).
What if I receive more than one Internet Notice?
If you received multiple Internet Notices, it means you hold your shares in different ways (e.g., trust, custodial accounts, joint tenancy) or in multiple accounts. To ensure that all of your shares are voted, each Internet Notice you receive should be voted.
Why did I not receive an Internet Notice?
If you elected to receive proxy materials by mail or e-mail for any of your holdings in the past, you were automatically enrolled in the same process for all of your share holdings this year. If you would like to change the method of delivery, please follow the instructions in the Internet Notice or in the question “May I choose the method in which I receive future proxy materials?” below.
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.evisionreports.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, phone +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.

6


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, may have been sent to multiple shareholders in your household. We will promptly deliver a separate copy of these documents to you if you call or email our Investor Relations Department, phone +1(303) 220-6600 or ir@libertyglobal.com. 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 phone number or email 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.
When will Liberty Global announce the voting results?
We will announce the preliminary voting results at the AGM. We will report the final results in a Current Report on Form 8-K that we will file with the SEC. We will also post the final results of voting at the AGM on our website promptly after the AGM.
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.

7


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 David E. Rapley, the chairman of the Nominating and Corporate Governance 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 (the 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 the NASDAQ on the criteria for director independence.
In accordance with these criteria, our board of directors has determined that each of Andrew J. Cole, John P. Cole, Jr., Miranda Curtis, John W. Dick, Paul A. Gould, Richard R. Green, David E. Rapley, Larry E. Romrell, JC Sparkman and J. David Wargo qualifies as an independent director of our company. In making its determination with respect to Mr. A. Cole, our board noted that until July 2014 he was the Chief Executive Director of the European division of Asurion Corp., which provides services to one of our operations. These services have been provided at market rates and are believed to not be material to Asurion Corp. Also, Mr. A. Cole was not actively involved in that relationship. Based on this review, our board determined Mr. A. Cole is independent of our company.
Our board of directors has appointed John C. Malone and Michael T. Fries, neither of whom is an independent director, to an executive committee of the board, which is empowered to exercise all the powers and authority of the full board in managing our company between board meetings, except as specifically prohibited by the Companies Act or limited by our board of directors.
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 at this time. 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, with his extensive industry background and public company board experience, provides guidance to our CEO and strong leadership to our board in its consideration of strategic objectives and associated risks, oversight of our management’s and company’s performance, and monitoring of our corporate governance processes. 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. Our board of directors has oversight responsibility for the risk management process implemented by management. Our board, as a whole and through its committees, actively performs this role through 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 as necessary or appropriate.

8


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, 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. 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
Each board committee considers and addresses risk as it performs its committee responsibilities, and the individual committee chairpersons provide reports to the full board that may include a discussion of risks initially overseen by the committees.
Our audit committee has oversight responsibility for the qualifications and independence of our independent auditor, the performance of our internal audit function and the operation of our ethics compliance reporting process. In addition, our audit committee has oversight responsibility with respect to management’s processes and activities relating to the reliability and integrity of our accounting policies, financial reporting practices and financial statements. 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. In particular, such group has the primary responsibility for evaluating management’s internal control over financial reporting, as well as responsibility for monitoring and testing our company-wide policies, procedures and internal controls for other compliance and operational risks included in the annual internal audit plan reviewed and approved by the audit committee. Senior officers of our finance and accounting groups attend all regularly scheduled audit committee meetings and either they or members of their teams provide in-depth reports on a periodic basis and when requested by the audit committee. Such reports include changes in accounting rules that may have a significant effect on our financial statements, tax planning and risks, and risks associated with liquidity, covenant compliance, currency and interest rate hedging positions and stability of counterparties. On an annual basis, such senior officers present to the committee a report on key financial statement risks, the level of such risks and how such risks are being monitored. The audit committee also receives reports on complaints received through our ethics compliance reporting process and the status of investigations into such complaints. Additional functions of the audit committee are described under Committees of the Board of Directors and Attendance—Audit Committee below.
Our compensation committee reviews and either approves or recommends to the full board for its approval the compensation programs for members of our senior management, including our executive officers. It also administers, and approves equity grants and performance award programs to certain of our employees under various incentive plans of our company. Until March 1, 2014, at which time the Liberty Global 2014 Incentive Plan (the 2014 Incentive Plan) became effective, these plans consisted of the Liberty Global Inc. 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) and the Virgin Media 2010 Incentive Plan (as amended and restated effective June 7, 2013) (the Virgin Media 2010 Incentive Plan). As the 2014 Incentive Plan has now been approved by our shareholders, no further awards will be granted under the 2005 Incentive Plan or the Virgin Media 2010 Incentive Plan. In fulfilling these duties, the compensation committee also has oversight responsibility with respect to risks related to the design and implementation of these programs and awards. 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.

9


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. It supervises annual evaluations of the performance of our board of directors and our individual director nominees. Each of our committees completes its own periodic self-evaluation on performance and reports its findings to our full board when appropriate. Our nominating and corporate governance committee also conducts periodic reviews of our governance guidelines.
Risk Assessment of Compensation Programs
Consistent with SEC requirements, we assess annually our company’s compensation programs and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our company taken as a whole. Our global human resources group reviewed the performance-based compensation programs for all corporate-level employees in our corporate offices in the U.K., the U.S. and the Netherlands and in our European Operations and Latin America divisions and for our country-level managing directors and chief financial officers in our European Operations division. It also reviewed over 100 annual bonus and sales/commission plans in place at our operating companies to identify the presence or lack of certain features that would impact organizational risk. Further, it analyzed total compensation costs (including salaries, commissions, bonuses, severance, fringe benefits and employee training and development costs) for each country of operation as a percentage of that country’s revenue. Finally, it reviewed its own policies and procedures for the administration and governance of these programs for corporate-level employees and for managing directors and chief financial officers in the European Operations division, and related entity-level controls. The scope and results of this review were presented to the compensation committee of our board.
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 chief executive officers 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. Both codes are available on our website at www.libertyglobal.com.
Political Contributions
We did not make any political contributions during 2014. 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.
Shareholder Communication with Directors
Our shareholders 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, 38 Hans Crescent, London SW1X 0LZ, United Kingdom, Attn: General Counsel. Communications from our shareholders will be forwarded to our directors on a timely basis.

10


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 our outstanding Class A shares or our Class B shares.
Except as otherwise indicated in the notes to the table, the security ownership information is given as of March 31, 2015, and, in the case of percentage ownership information, is based upon (1) 252,025,447 Class A shares, (2) 10,472,517 Class B shares and (3) 622,180,578 Class C shares, in each case, outstanding on that date. Beneficial ownership of our Class C shares is set forth below only to the extent known by us or ascertainable from public filings. Our 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 March 31, 2015, upon exercise of options or stock 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 Class B shares, although convertible on a one-for-one basis into our Class A shares, is reported as beneficial ownership of our Class B shares only, and not as beneficial ownership of our Class A shares. The percentage of voting power is presented on an aggregate basis for each person or entity named below.
Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
John C. Malone
 
Class A
 
1,186,077

(1)(2)(3)
 
*

 
25.0
%
c/o Liberty Global plc
 
Class B
 
8,787,373

(2)(4)
 
83.9
%
 
 
38 Hans Crescent
 
Class C
 
13,858,538

(1)(2)(3)(5)
 
2.2
%
 
 
London SW1X 0LZ U.K.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert R. Bennett
 
Class A
 
208

(6)
 
*

 
2.8
%
c/o Liberty Media Corporation
 
Class B
 
981,873

(6)
 
9.4
%
 
 
12300 Liberty Boulevard
 
 
 
 
 
 
 
 
 
Englewood, CO 80112
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BlackRock, Inc.
 
Class A
 
17,214,446

(7)
 
6.8
%
 
4.8
%
55 East 52nd Street
 
Class B
 

 
 

 
 
New York, NY 10022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital World Investors
 
Class A
 
13,858,300

(8)
 
5.5
%
 
3.9
%
A division of Capital Research and
 
Class B
 

 
 

 
 
Management Company
 
 
 
 
 
 
 
 
 
333 South Hope Street
 
 
 
 
 
 
 
 
 
Los Angeles, CA 90071
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FMR LLC
 
Class A
 
14,220,601

(9)
 
5.6
%
 
4.0
%
      245 Summer Street
 
Class B
 

 
 

 
 
Boston, MA 02210
 
 
 
 
 
 
 
 
 
___________________
* Less than one percent.
(1)
Includes 90,303 Class A shares and 680,041 Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)
Includes 48,000 Class A shares, 110,148 Class B shares and 369,444 Class C 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 Class B shares and 7,727,225 Class C shares held by a trust with

11


respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).
(3)
Includes 95,597 Class A shares and 285,633 Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, March 31, 2015.
(4)
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 Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such 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.
(5)
Includes 2,200,000 Class C shares subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into 20 components of 110,000 shares each. The components mature on sequential trading days beginning on August 17, 2017 and ending on September 14, 2017.
(6)
The number of Class A shares and the number of Class B shares are based upon the Schedule 13D/A (Amendment No. 1) dated March 6, 2014, filed by Mr. Bennett with the SEC on April 3, 2014. The Schedule 13D/A reflects that Mr. Bennett has sole voting and dispositive power over the Class A shares and Class B shares reported. Of the shares reported, the Schedule 13D/A shows Mr. Bennett and his spouse jointly owning 749,539 Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Class B shares.
(7)
The number of Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2014, filed with the SEC on February 9, 2015, by BlackRock, Inc. as a parent holding company of various subsidiaries, which together beneficially own the shares. The Schedule 13G/A reflects that BlackRock, Inc. has sole voting power over 13,829,525 of the Class A shares. It has sole dispositive power over all of the Class A shares.
(8)
The number of Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2014, filed with the SEC on February 6, 2015, by Capital World Investors as a result of Capital Research and Management Company acting as investment advisor to various investment companies, including EuroPacific Growth Fund. The Schedule 13G/A reflects that Capital World Investors has sole voting and dispositive power over the Class A shares. EuroPacific Growth Fund filed a Schedule 13G/A for the year ended December 31, 2014 on February 9, 2015, reporting sole voting and dispositive power over 13,481,000 of the Class A shares reported by Capital World Investors and states under certain circumstances it may vote these shares.
(9)
The number of Class A shares is based upon the Schedule 13G for the year ended December 31, 2014, filed with the SEC on February 13, 2015, by FMR LLC, as a parent holding company of various subsidiaries, Edward C. Johnson III and Abigail P. Johnson, which together beneficially own the shares. The Schedule 13G reflects that FMR Co. Inc. owns at least 5% of the shares. The family of Edward C. Johnson III, including Abigail P. Johnson, hold 49% of the voting power of FMR LLC. The Schedule 13G reflects that FMR LLC has sole voting power over 409,802 of the Class A shares and sole dispositive power over all of the Class A shares.

12


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 (1) our Class A shares, (2) our Class B shares and (3) our Class C shares.
The security ownership information is given as of March 31, 2015, and, in the case of percentage ownership information, is based upon (1) 252,025,447 Class A shares, (2) 10,472,517 Class B shares and (3) 622,180,578 Class C shares, in each case, outstanding on that date. Although beneficial ownership of our Class C shares is set forth below, our 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 March 31, 2015, 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 Class B shares, although convertible on a one-for-one basis into our Class A shares, is reported as beneficial ownership of our Class B shares only, and not as beneficial ownership of our Class A shares.
So far as is known to us, the persons indicated below have sole voting 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, 2015, for their respective accounts.

13


Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
 
 
 
 
 
 
 
 
 
 
John C. Malone
 
Class A
 
1,186,077

(1)(2)(4)(5)
 
*

 
25.0
%
Chairman of the Board
 
Class B
 
8,787,373

(2)(3)
 
83.9
%
 
 
 
 
Class C
 
13,858,538

(1)(2)(4)(5)(6)
 
2.2
%
 
 
Andrew J. Cole
 
Class A
 
20,447

(5)
 
*

 
*

Director
 
Class B
 

 
 

 
 
 
 
Class C
 
51,305

(5)
 
*

 
 
John P. Cole, Jr.
 
Class A
 
60,271

(5)
 
*

 
*

Director
 
Class B
 

 
 

 
 
 
 
Class C
 
179,583

(5)
 
*

 
 
Miranda Curtis
 
Class A
 
132,897

(5)
 
*

 
*

Director
 
Class B
 

 
 

 
 
 
 
Class C
 
391,919

(5)
 
*

 
 
John W. Dick
 
Class A
 
72,906

(5)
 
*

 
*

Director
 
Class B
 

 
 

 
 
 
 
Class C
 
162,578

(5)
 
*

 
 
Michael T. Fries
 
Class A
 
638,233

(5)(7)(8)
 
*

 
1.1
%
Director, Chief Executive Officer &
 
Class B
 
333,333

(3)
 
3.2
%
 
 
President
 
Class C
 
1,879,072

(4)(5)(7)(8)
 
*

 
 
Paul A. Gould
 
Class A
 
243,927

(5)
 
*

 
*

Director
 
Class B
 
51,429

 
 
*

 
 
 
 
Class C
 
1,051,065

(5)
 
*

 
 
Richard R. Green
 
Class A
 
30,862

(5)
 
*

 
*

Director
 
Class B
 

 
 

 
 
 
 
Class C
 
89,047

(5)
 
*

 
 
David E. Rapley
 
Class A
 
10,049

(5)
 
*

 
*

Director
 
Class B
 

 
 

 
 
 
 
Class C
 
42,593

(5)
 
*

 
 
Larry E. Romrell
 
Class A
 
30,154

(5)
 
*

 
*

Director
 
Class B
 

 
 

 
 
 
 
Class C
 
73,347

(5)
 
*

 
 
JC Sparkman
 
Class A
 
48,466

(5)
 
*

 
*

Director
 
Class B
 

 
 

 
 
 
 
Class C
 
136,756

(5)
 
*

 
 
J. David Wargo
 
Class A
 
59,454

(4)(5)(9)
 
*

 
*

Director
 
Class B
 

 
 

 
 
 
 
Class C
 
179,156

(4)(5)(9)
 
*

 
 
Charles H.R. Bracken
 
Class A
 
107,672

(5)
 
*

 
*

Executive Vice President & Co-Chief
 
Class B
 

 
 

 
 
Financial Officer
 
Class C
 
307,017

(5)
 
*

 
 
Bernard G. Dvorak
 
Class A
 
224,501

(4)(5)(7)(10)
 
*

 
*

Executive Vice President, & Co-Chief
 
Class B
 

 
 

 
 
Financial Officer
 
Class C
 
942,589

(4)(5)(7)(10)
 
*

 
 
Diederik Karsten
 
Class A
 
154,361

(5)
 
*

 
*

Executive Vice President, European
 
Class B
 

 
 

 
 
Broadband Operations
 
Class C
 
447,084

(5)
 
*

 
 
Balan Nair
 
Class A
 
219,153

(4)(5)(7)
 
*

 
*

Executive Vice President & Chief
 
Class B
 

 
 

 
 
Technology Officer
 
Class C
 
648,335

(4)(5)(7)
 
*

 
 
All directors and executive officers as a
 
Class A
 
3,312,625

(11)(12)
 
1.3
%
 
26.6
%
group (17 persons)
 
Class B
 
9,172,135

(11)
 
87.6
%
 
 
 
 
Class C
 
20,653,715

(11)(12)
 
3.3
%
 
 
___________________
*    Less than one percent.
(1)
Includes 90,303 Class A shares and 680,041 Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.

14


(2)
Includes 48,000 Class A shares, 110,148 Class B shares and 369,444 Class C 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 Class B shares and 7,727,225 Class C shares held by the Malone Trust.
(3)
Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone, 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 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 Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such 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.
(4)
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
 
 
Owner
 
Class A
 
Class C
 
Entity Holding the Shares
 
 
 
 
 
 
 
John C. Malone
 
90,303

 
2,066,241

 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
John C. Malone
 
952,177

 
1,210,195

 
Fidelity Brokerage Services, LLC
Michael T. Fries
 

 
193,145

 
Morgan Stanley Inc.
J. David Wargo
 
4,135

 
12,703

 
UBS Financial Services, Inc.
Bernard G. Dvorak
 
4,216

 
264,496

 
UBS Financial Services, Inc.
Balan Nair
 
80,933

 
277,980

 
UBS Financial Services, Inc.
(5)
Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, March 31, 2015, as follows:
Owner
 
Class A
 
Class C
 
 
 
 
 
John C. Malone
 
95,597

 
285,633

Andrew J. Cole
 
17,963

 
45,763

John P. Cole, Jr.
 
50,136

 
150,816

Miranda Curtis
 
6,542

 
20,030

John W. Dick
 
56,542

 
120,030

Michael T. Fries
 
214,874

 
596,618

Paul A. Gould
 
45,136

 
135,816

Richard R. Green
 
26,542

 
80,030

David E. Rapley
 
8,000

 
24,408

Larry E. Romrell
 
3,867

 
11,981

JC Sparkman
 
30,136

 
90,816

J. David Wargo
 
55,136

 
165,816

Charles H.R. Bracken
 
102,532

 
291,596

Bernard G. Dvorak
 
162,004

 
470,012

Diederik Karsten
 
135,814

 
391,442

Balan Nair
 
128,020

 
368,060

(6)
Includes 2,200,000 Class C shares subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into 20 components of 110,000 shares each. The components mature on sequential trading days beginning on August 17, 2017 and ending on September 14, 2017.

15


(7)
Includes shares held in the 401(k) Plan as follows:
Owner
 
Class A
 
Class C
 
 
 
 
 
Michael T. Fries
 
1,977

 
13,063

Bernard G. Dvorak
 
510

 
11,005

Balan Nair
 

 
6,205

(8)
Includes 46,200 Class A shares and 283,360 Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ minor children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust.
(9)
Includes 158 Class A shares and 556 Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes 32 Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.
(10)
Includes the following securities held by Mr. Dvorak’s spouse, as to which Mr. Dvorak has disclaimed beneficial ownership: (a) 3,418 Class A shares and 91,272 Class C shares; (b) 46,524 Class A shares and 134,772 Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, March 31, 2015; and (c) 1,551 Class A shares and 14,076 Class C shares held in the 401(k) Plan.
(11)
Includes 188,079 Class A shares, 110,148 Class B shares and 1,424,705 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 1,236,095 Class A shares and 3,523,299 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, March 31, 2015; 4,038 Class A shares and 46,014 Class C shares held by the 401(k) Plan; and 1,132,676 Class A shares and 4,036,509 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.
Section 16(a) Beneficial Ownership Reporting Compliance
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 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16 forms they file.
Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments to those forms furnished to us with respect to our most recent fiscal year, or representations that no Forms 5 were required, we believe that, during the year ended December 31, 2014, our executive officers, directors and greater than 10% beneficial owners have complied with all Section 16(a) filing requirements applicable to them.

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RESOLUTIONS 1, 2, 3 AND 4
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 2018.
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 2018.
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 2018.
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 2018.
Our board of directors currently consists of 12 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 2018. Our Class III directors, whose term will expire at the annual general meeting of our shareholders in the year 2016, are Andrew J. Cole, John P. Cole, Jr., 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 2017, are Miranda Curtis, John W. Dick, JC Sparkman 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 will be designated by our board of directors.
We provide below biographical information with respect to the four nominees for election as directors and the eight 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 March 31, 2015, 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 Class A shares and Class B 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.
Nominees for Election of Directors
Michael T. Fries, 52, has served as our chief executive officer, president and vice chairman of our board since June 2005. He was chief executive officer of United Global Com, Inc. and its predecessors (now known as UnitedGlobalCom LLC) (UGC) from January 2004 until the businesses of UGC and LGI International, Inc. (LGI International) were combined under our predecessor LGI.
Mr. Fries has nearly 30 years of experience in the cable and media industry, starting with the investment banking division of PaineWebber Incorporated where he specialized in domestic and international transactions for media companies before joining the management team of UGC’s predecessor in 1990 shortly after its formation. As senior vice president, Business Development, of UGC’s predecessor from 1990 to 1995, Mr. Fries was responsible for managing its global acquisitions and new business development functions, which included investing in, acquiring or launching multichannel distribution or programming businesses in over 20 countries around the world. From 1995 to 1998, he was president of the Asia/Pacific division and, among other duties, managed the formation and operational launch of the business and subsequent flotation of the stock of Austar United Communications Ltd., then an Australia public company (Austar) and one of our subsidiaries. He was promoted to president

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and chief operating officer in 1998 and chief executive officer of UGC in 2004. During this period, he oversaw UGC’s growth across all business units and geographic territories into a leading international broadband communications provider. He also managed UGC’s financial and strategic initiatives, including various transactions with Liberty Interactive Corporation, then known as Liberty Media Corporation (LIC), and LGI International from 1998 to 2005 that led up to and culminated in the formation of our predecessor LGI.
In addition to serving as a director of UGC and its predecessor from 1999 to 2005, Mr. Fries was chairman of the supervisory boards of two of its publicly held European subsidiaries, United Pan-Europe Communications N.V. (UPC) (1998 – 2003) and Priority Telecom N.V. (2002 – 2006). He also served as executive chairman of Austar from 1999 until 2003, and thereafter as non-executive chairman of Austar until its sale in May 2012. Mr. Fries is a director of Cable Television Laboratories, Inc., a non-profit cable television industry research and development consortium (CableLabs®), The Cable Center, the non-profit educational arm of the U.S. cable industry, and various other non-profit and privately held corporate organizations. He serves as a Telecom Governor and Steering Committee member of the World Economic Forum. Mr. Fries received his B.A. from Wesleyan University (where he is a member of the President’s Advisory Council) and his M.B.A. from Columbia University.
Mr. Fries’ significant executive experience building and managing international distribution and programming businesses, 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, 69, has served as one of our directors since June 2005 and is the chair of the audit committee and a member of the nominating and corporate governance and the succession planning committees of our board. He was a director of UGC from January 2004 until UGC’s business combination with LGI International.
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 is also an experienced board member, having served on the boards of several public companies, including DIRECTV (2009 – 2010), LIC (and its predecessor) (2001 – 2009), Discovery Holding Company (2005 – 2008), The DirecTV Group, Inc. (2009), On Command Corporation (2002 – 2003) and Sunburst Hospitality Corporation (1996 – 2001). Currently, he is a director of Ampco-Pittsburgh Corporation (since 2002), Discovery Communications, Inc. (since September 2008) and the private company O3B Networks Limited. His committee experience includes audit, executive, compensation, corporate governance and investment. In addition, Mr. Gould serves on the board of trustees of Cornell University, where he is the chair of its investment committee; serves as an overseer for Weill Cornell Medical College; and serves on the boards of the Wildlife Conservation Society, where he is the chair of its investment committee, and the New School University. He is also a member of the advisory committee to the International Monetary Fund’s investment committee. He attended Cornell University and received his B.S. (Biochemistry) from Fairleigh Dickinson University.
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.
John C. Malone, 74, has served as our chairman of the board and as one of our directors since its inception and is a member of the executive and the succession planning committees of our board. He was president, chief executive officer and chairman of the board of LGI International, from March 2004 to June 2005. Mr. Malone served as a director of UGC and its predecessors from November 1999 to July 2013.
Mr. Malone is an experienced business executive, having served as the chief executive officer of Tele-Communications, Inc. (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

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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.
Currently Mr. Malone is chairman of the board and a director of Liberty Media Corporation (formerly named Liberty Spinco, Inc.) (LMC), which owns interests in a broad range of media, communications and entertainment businesses, and of LIC, which owns interests in a broad range of video and online commerce businesses. He has held these positions with LMC, LIC and their predecessor companies since 1990 and was also chief executive officer of LIC (then known as Liberty Media Corporation) from August 2005 to February 2006. His other public directorships currently include Lions Gate Entertainment Corp. (since March 2015), Charter Communications, Inc. (since May 2013), Discovery Communications, Inc. (since September 2008), Expedia, Inc. (since December 2012, having previously served as a director from August 2005 to November 2012), Liberty TripAdvisor Holdings, Inc. (since August 2014) and Liberty Broadband Corporation (since November 2014). Mr. Malone has also been a director of Sirius XM Radio, Inc. (2009 – 2013), Ascent Capital Group, Inc. (2010 – 2012), Live Nation Entertainment, Inc., where he was also interim chairman of the board (2010 – 2011), DIRECTV, where he was also chairman of the board (2009 – 2010), IAC/InterActiveCorp. (2006 – 2010), Discovery Holding Company (2005 – 2008), The DirecTV Group, Inc. (2008 – 2009) and The Bank of New York Company, Inc. (2005 – 2007).
Mr. Malone is the chairman emeritus of CableLabs® and an honorary board member of The Cable Center. He also served as a director of the National Cable Television Association from 1974 to 1977 and 1980 to 1993. Mr. Malone holds a Bachelor’s Degree in electrical engineering and economics from Yale University and a Master’s Degree in industrial management and a Ph.D. in operations research from Johns Hopkins University.
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, 75, has served as one of our directors since June 2005 and is a member of the compensation and the nominating and corporate governance committees of our board. He was a director of LGI International from May 2004 to June 2005. 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 was president and chief executive officer of WestMarc Communications, Inc., a subsidiary of TCI engaged in the cable television and common carrier microwave communications businesses, and held various executive positions with that company (formerly known as Western Tele-Communications, Inc.) for almost 20 years, including when it was a separate public company. As an executive at TCI, Mr. Romrell oversaw TCI’s investments in and development of companies engaged in other telecommunications businesses, including At Home Corporation (@Home), a provider of high speed multimedia internet services, and Teleport Communications Group Inc. (TCG), a competitive local exchange carrier.
Mr. Romrell is an experienced public company board member, having served on the boards of Ascent Capital Group, Inc.’s predecessor (2000 – 2003), TV Guide, Inc. (and its predecessor) (1996 – 2000), Arris Group, Inc. (2000 – 2003), General Communication Inc. (1980 – 2001), as well as @Home and TCG. He currently is a director of LMC and LIC, positions he has held with LMC, LIC and their predecessors since 2001, and serves on the audit and nominating and governance committees of each of LMC’s and LIC’s boards. Mr. Romrell also serves as a director of Liberty TripAdvisor Holdings, Inc. (since August 2014) and serves on its compensation committee and its nominating and corporate governance committee. Formerly, he was a member of the compensation committee of LIC’s board. Mr. Romrell is involved in numerous philanthropic activities. 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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Directors Whose Term Expires in 2016
Andrew J. Cole, 48, became a director in June 2013 in connection with our acquisition of Virgin Media and is a member of the nominating and corporate governance committee of our board. Until June 2013, he was a director of Virgin Media, then a public company, for almost five years where he also served on the compensation and the nominating and corporate governance committees of the Virgin Media board.
Mr. Cole has served as the chief executive officer of Glow Financial Services Ltd., a private U.K. company, since July 2014. It 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. He is also a director of Arundel Capital, a New York based hedge fund focused on the health-care industry. 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 Orange, Google, Apple, Verizon, Slovakia Telecom and others when he was president of CSMG Advents, a strategic consultancy that focused on the telecommunications media and entertainment markets, from October 2005 to April 2007. Mr. Cole received his Bachelor’s and Master’s Degrees from Bristol University and Oxford University, respectively.
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.
John P. Cole, Jr., 85, has served as one of our directors since June 2005 and is a member of the compensation and the nominating and corporate governance committees of our board. He was a director of UGC, from March 1998 until UGC’s business combination with LGI International. From February 1999 to September 2003, he was also a member of the supervisory board of UGC’s publicly-held subsidiary, UPC. His prior public company board experience also includes serving as a director of Century Communications Corp., at the time a large U.S. multiple cable system operator, from October 1997 to October 1999 when it was acquired by another corporation.
Mr. Cole has over 40 years of experience in U.S. legal/regulatory and government affairs. In 1966, he co-founded the Washington, D.C. law firm of Cole, Raywid and Braverman LLP, which specialized in all aspects of communications and media law. As a senior partner in the firm, Mr. Cole focused his legal expertise in the area of cable television regulation. Mr. Cole retired as a partner in 2007 following his firm’s merger with the law firm of Davis Wright Tremaine LLP. Mr. Cole is a graduate of Auburn University (B.S. Industrial Management) and George Washington University School of Law.
Mr. Cole’s significant executive and legal experience as a founder and long-time senior partner of a law firm, his more than 10 years of service as a director or supervisory board member of U.S. and international cable television companies and his particular knowledge and experience in cable television regulation contribute to our board’s consideration of legal and regulatory developments and risks in the countries in which we operate and strengthen our board’s collective qualifications, skills and attributes.
Richard R. Green, 77, has served as one of our directors since December 2008 and is a member of the nominating and corporate governance committee of our board. For over 20 years, Mr. Green served as president and chief executive officer of 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’s 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. In 2012, Mr. Green received the Charles F. Jenkins Lifetime Achievement Award from the Academy of Television Arts & Sciences for the Primetime Emmy Engineering Awards.
Mr. Green is a professor and the director of the Center for Technology Innovation at the University of Denver. He is also a director of Shaw Communications, Inc. (Shaw), a telecommunications company based in Canada, where he is also a member of the audit committee, and a director of Jones/NCTI, a Jones Knowledge Company, which is a workforce performance solutions

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company for individuals and broadband companies. He is also a member of the board of directors of Liberty Broadband Corporation (since November 2014), where he serves as chairman of its nominating and corporate governance committee and as a member of its audit committee and compensation committee. He is also a member of the boards of directors of several non-profit institutions and is an honorary board member of The Cable Center. In addition, he is a member of the Federal Communications Commission’s Technical Advisory Council and a fellow of the Society of Motion Picture and Television Engineers. He previously was a member of the International Telecommunication Union, a United Nations consultative committee charged with the responsibility for recommending worldwide standards for advanced television services and past chairman of Study Group 9 of such committee. Mr. Green received his B.S. (Physics) from Colorado College, his M.S. (Physics) from the State University of New York and a Ph.D. from the University of Washington, where he specialized in astrophysics.
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.
David E. Rapley, 73, has served as one of our directors since June 2005 and is the chair of the nominating and corporate governance committee and a member of the succession planning committee of our board. He was a director of LGI International from May 2004 to June 2005.
Mr. Rapley has over 30 years of experience as a founder, executive, manager and as a 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. Until June 2013, Mr. Rapley was a director of Merrick & Co., a private firm providing engineering and other services to domestic and international clients. From 2006 to 2011, Mr. Rapley was chairman of the board of Merrick Canada ULC. Mr. Rapley has authored technical papers on engineering processes and computer systems. He is a graduate of Hendon College of Technology (England), with a degree in mechanical engineering.
Mr. Rapley is also a director of LMC and of LIC. He has been a director of LMC, LIC and their predecessors since 2002. He currently serves on LMC’s compensation committee and is the chairman of its nominating and governance committee, and he currently serves on LIC’s audit committee and its compensation committee and is the chairman of its nominating and governance committee.
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 2017
Miranda Curtis, 59, has served as one of our directors since June 2010 and is a member of the audit, the nominating and corporate governance and the succession planning committees of our board. Until March 31, 2010, Ms. Curtis was the president of our Liberty Global Japan division. She served as senior vice president of one of our predecessors, LGI International, and president of its Asia division from March 2004 to June 2005.
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 U.K. cable industry. She joined the predecessor of our subsidiary, Liberty Media International Holdings, LLC (LMINT), in 1992 when it was formed as the international division of TCI. Thereafter, she assumed executive positions of increasing responsibility at this company, with a primary focus on business development and the management of complex international distribution and content joint ventures. As executive vice president (1996 – 1999) and then president (1999 – 2004) of LMINT, she oversaw all cable and programming investments of TCI and subsequently LIC (then known as Liberty Media Corporation), in Japan, the U.K. and Continental Europe. 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. Ms. Curtis’ employment as an officer of our company terminated following the sale of substantially all of our investments in Japan in February 2010.

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Ms. Curtis’ public company board experiences include serving as a non-executive director of Telewest Communications plc (1998 – 2002), at the time the second largest multiple cable system operator in the U.K., Flextech plc (1998 – 2000), at the time a leading supplier of basic tier channels to the U.K. pay television market, J:COM (2005 – March 2010), and National Express Group plc, an international public transport group (2008 – 2011). She was also a member of the compensation committee for each of Telewest Communications plc and J:COM. Currently, she is a director of the U.K. public company Marks & Spencer plc, a retailer of clothing and home products, and chairman of the board of Waterstones Booksellers Ltd, a book retailer. She is also a member of the Board of Governors of the Institute for Government, a non-profit organization in the U.K. working to increase government effectiveness, and is involved in a number of philanthropic organizations. She is a graduate of the University of Durham, England.
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.
John W. Dick, 77, has served as one of our directors since June 2005 and is a member of the audit and the nominating and corporate governance committees of our board. He was a director of UGC from March 2003 until UGC’s business combination with LGI International. Prior to that, he was a member of the supervisory board of UGC’s publicly-held subsidiary, UPC, from May 2001 to September 2003. 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.
Currently, Mr. Dick serves as a director and non-executive chairman of the board of O3B Networks Ltd., a private company which is building a new fiber-quality, satellite-based, global internet backbone connecting telecommunications operators and internet service providers in emerging markets with the networks of developed countries. He also served as a director of Austar from 2002 until its sale in May 2012. In addition, Mr. Dick was a director and non-executive chairman of the board of Terracom Broadband, a private company that developed and operated a fiber-based internet network and a digital cellular network in Rwanda, and following its purchase by Terracom Broadband, of Rwandatel, the incumbent telephone company in Rwanda, until the sale of these companies in 2007. From 1984 to December 2007, he was a director and non-executive chairman of the board of Hooper Industries Group, a privately held U.K. group consisting of: Hooper and Co (Coachbuilders) Ltd. (building special bodied Rolls Royce and Bentley motorcars), Hooper Industries (China) (providing industrial products and components to Europe and the U.S.) and, until 2002, MetroCab UK (manufacturing London taxicabs) and Moscab (a joint venture with the Moscow city government to produce Metrocabs for Russia). Mr. Dick is a graduate of Wheaton College, Illinois (B.A. Political Science and Economics) and University of Toronto School of Law.
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.
JC Sparkman, 82, has served as one of our directors since June 2005 and is the chair of the compensation committee and a member of the nominating and corporate governance and the succession planning committees of our board. He was a director of LGI International, from November 2004 to June 2005. Mr. Sparkman has over 30 years of experience in the cable television industry. He was executive vice president and chief operating officer of TCI for eight years until his retirement in 1995. During his over 26 years with TCI, he held various management positions of increasing responsibility, overseeing TCI’s cable operations as that company grew through acquisitions, construction of new networks and expansion of existing networks into the largest multiple cable system operator in the U.S. at the time of his retirement. In September 1999, he co-founded Broadband Services, Inc., a provider of asset management, logistics, installation and repair services for telecommunications service providers and equipment manufacturers domestically and internationally. He served as chairman of the board and co-chief executive officer of Broadband Services until December 2003.
Mr. Sparkman is an experienced public company board member. Since 1994, he has been a director of Shaw, and he is a member of the executive and human resources and compensation committees of Shaw’s board. He is also a director and member of the compensation committee of Universal Electronics, Inc. (since 1998), a global leader in wireless control technology.

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Mr. Sparkman’s significant background as an executive and board member and his particular knowledge of, and experience with, all aspects of cable television operations contribute to our board’s consideration of operational developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.
J. David Wargo, 61, has served as one of our directors since June 2005 and is a member of the audit and the nominating and corporate governance committees of our board. He was a director of LGI International, from May 2004 to June 2005. Mr. Wargo has over 35 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-founder and was a member of New Mountain Capital, LLC from 2000 to 2008. Prior to starting Wargo & Company, he was a managing director and senior analyst of The Putnam Companies (1989 – 1992), senior vice president and a partner in Marble Arch Partners (1985 – 1989) and senior analyst and a partner in State Street Research and Management Company (1978 – 1985). Mr. Wargo received his B.S. (Physics) and M.S. (Nuclear Engineering) from Massachusetts Institute of Technology (M.I.T.) and an M.B.A. from M.I.T.’s Sloan School of Management.
Mr. Wargo is also an experienced board member, having served on the boards of several public companies, including Discovery Holding Company (2005 – 2008), Fun Technologies Inc. (2007 – 2008), OpenTV Corp. (2002 – 2007), On Command Corporation (1998 – 2003), Gemstar-TV Guide International, Inc. (2000 – 2001) and TV Guide, Inc. (and its predecessor) (1996 – 2000). He currently is a director of (a) Discovery Communications, Inc. (since September 2008), where he is also a member of the audit committee and chair of the nominating and corporate governance committee, (b) Strayer Education, Inc. (since March 2001), where he is chairman of the compensation committee, (c) Liberty TripAdvisor Holdings, Inc. (since August 2014), where he is also a member of the audit committee, the compensation committee and the chairman of the nominating and corporate governance committee, and (d) Liberty Broadband Corporation (since March 2015), where he is also a member of the audit committee, the compensation committee and the nominating and corporate governance committee. In addition, he is a director of the private company Vobile, Inc.
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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COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE
Information with respect to each of the current committees of our board of directors is provided below. Our board may from time to time establish certain other committees of the board, consisting of one or more of our directors. Any committee so established will have the powers delegated to it by resolution of our board, subject to applicable law.
Audit Committee
Our board of directors has established an audit committee, whose members are Miranda Curtis, John W. Dick, Paul A. Gould (chairman) and J. David Wargo. Our board of directors has determined that Ms. Curtis and Messrs. Gould, Dick and Wargo are independent, as independence for audit committee members is defined in the NASDAQ rules as well as the rules and regulations adopted by the SEC relating to independence of audit committee members. In addition, 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. A description of their respective experiences is set forth under Resolutions 1, 2, 3 and 4 above.
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;
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, 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 complaints on accounting, internal accounting controls or audit matters; and
preparing a report for our annual proxy statement.

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Our board of directors has adopted a written charter for the audit committee, which is available on our website at www.libertyglobal.com. 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
Our board of directors has established a compensation committee, whose members are John P. Cole, Jr., Larry E. Romrell and JC Sparkman (chairman). See Corporate Governance—Director Independence above. Our board of directors has adopted a written charter for the compensation committee, which is available on our website at www.libertyglobal.com. 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.
As stated in its charter, the compensation committee has the authority to engage its own compensation consultants and other independent advisors. During 2014, the compensation committee retained Deloitte Consulting LLP (Deloitte) as its compensation consultant and to assist the compensation committee in its evaluation and negotiation of an employment agreement with our CEO, Mr. Fries. The services of Deloitte are described under Executive Officers and Directors Compensation—Compensation Discussion and Analysis—Overview of Compensation Process.
Compensation Committee Interlocks and Insider Participation
During 2014, none of the members of our compensation committee was an officer or employee of our company or any of our subsidiaries, was formerly an officer of our company or any of our subsidiaries, or had any relationship requiring disclosure under applicable securities laws.
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. 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).
Nominating and Corporate Governance Committee
Our board of directors has established a nominating and corporate governance committee, whose members are Andrew J. Cole, John P. Cole, Jr., Miranda Curtis, John W. Dick, Paul A. Gould, Richard R. Green, David E. Rapley (chairman), Larry E. Romrell, JC Sparkman and J. David Wargo. See Corporate Governance—Director Independence above. The nominating and corporate governance committee identifies and recommends persons as nominees to our board of directors. As stated above, it also reviews from time to time the corporate governance guidelines applicable to us and oversees the evaluation of our board of directors and makes recommendations to our board, as it may deem appropriate. Further, at the request of our board, the nominating and corporate governance committee assists our board in discharging its duties relating to compensation of our independent directors and our chairman of the board.
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, 38 Hans Crescent, London SW1X 0LZ, United Kingdom, Attn: General Counsel. Shareholder recommendations must be made in accordance with our articles of association, as discussed under Shareholder Resolutions below, 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;

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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 such 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;
a representation that the proposing shareholder intends to appear in person or by proxy at the annual 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, including, but not limited to, 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 AGM, 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.
Our board of directors has adopted a written charter for the nominating and corporate governance committee. The charter is available on our website at www.libertyglobal.com.

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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 candidates and opportunities for their development, the evaluation of potential external candidates and annual 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. Members of the succession planning committee are our chairman of the board, the chairs of each of the audit, compensation and nominating and corporate governance committees and Miranda Curtis, one of our directors. Our board of directors has adopted a written charter for the succession planning committee, which is available on our website at www.libertyglobal.com.
Board Meetings
During 2014, we had ten meetings of our full board of directors, seven meetings of our audit committee, eight meetings of our compensation committee, two meetings of our nominating and corporate governance committee and one meeting of our succession planning committee. 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 (during the period during which he or she served on our board or such committee) in the aggregate.
Director Attendance at AGMs
Our board of directors encourages all members to attend each annual general meeting of our shareholders. For our 2014 annual general meeting of shareholders, all of our board members attended in person or via video- or tele-conference.
Executive Sessions
The independent directors of Liberty Global held two executive sessions without the participation of management during 2014.

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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
 
 
 
Charles H.R. Bracken, 48
 
Executive Vice President since January 2012 and Co-Chief Financial Officer (Principal Financial Officer) since June 2005. From April 2005 to January 2012, Mr. Bracken served as a Senior Vice President. He also served as the Chief Financial Officer of UGC Europe, Inc., now known as Liberty Global Europe LLC, and its predecessors from November 1999 to June 2005. Mr. Bracken is a director of our subsidiary Telenet Group Holding NV, a Belgian public limited liability company (Telenet).
Bernard G. Dvorak, 54
 
Executive Vice President since January 2012 and Co-Chief Financial Officer (Principal Accounting Officer) since June 2005. From April 2005 to January 2012, Mr. Dvorak served as a Senior Vice President. In addition, Mr. Dvorak serves as an officer and director of various of our subsidiaries, including LGI and LGI International.
Michael T. Fries, 52
 
Chief Executive Officer, President and Vice Chairman of our board since June 2005. Mr. Fries served as Chief Executive Officer of UGC from January 2004 to June 2005. Mr. Fries served as a director of UGC and its predecessors from November 1999 and as President of UGC and its predecessors from September 1998 until 2013. Mr. Fries has served in an executive capacity at Liberty Global, UGC and its predecessors for nearly 30 years. See also Resolutions 1, 2, 3 and 4—Nominees for Election of Directors.
Bryan H. Hall, 52
 
Executive Vice President, General Counsel and Secretary since January 2012. In addition, he is an officer and director of various of our subsidiaries. Prior to joining Liberty Global, Mr. Hall served as secretary and general counsel of Virgin Media from June 2004 until January 2011. While at Virgin Media, Mr. Hall was responsible for all legal affairs affecting Virgin Media, as well as matters concerning regulatory, competition, government affairs and media relations issues. From September 2000 to June 2004, Mr. Hall was a partner in the corporate department of the law firm Fried, Frank, Harris, Shriver & Jacobson LLP in New York, specializing in public and private acquisitions and acquisition financings.
Diederik Karsten, 58
 
Executive Vice President, European Broadband Operations since January 2012. During 2011, Mr. Karsten served as Managing Director, European Broadband Operations. Mr. Karsten served as Managing Director, UPC Nederland BV, a subsidiary of Liberty Global Europe Holding BV and its predecessors, from July 2004 to December 2010, where he was responsible for our broadband operations in the Netherlands. Prior to joining UPC Nederland BV, he served as chief executive officer of KPN Mobile, overseeing mobile telephony operations in the Netherlands, Germany, Belgium and other countries. Mr. Karsten is a director of Telenet and chairman of the supervisory board of our subsidiary Unitymedia Kabel BW GmbH.
Balan Nair, 48
 
Executive Vice President since 2012 and Chief Technology Officer since July 2007. From July 2007 to January 2012, he served as a Senior Vice President. Prior to joining our company, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company, from 2006. Prior to his role at AOL LLC, Mr. Nair spent more than five years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. Mr. Nair is a director of Charter Communications, Inc., Telenet and Adtran, Inc. In addition, he is a co-chair of Energy 2020, an initiative of the Society of Cable Telecommunications Engineers to reduce the cable industry’s power consumption.
The executive officers named above will serve in such 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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Involvement in Certain Proceedings
During the past 10 years, none of our directors or executive officers was convicted in a criminal proceeding (excluding traffic violations or other minor offenses) or was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement or were subsequently reversed, suspended or vacated) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, laws respecting financial institutions or insurance companies, or laws prohibiting fraud, or was a party in any proceeding adverse to our company. In addition, during the past 10 years, none of our directors or executive officers has had any involvement in such legal proceedings as would be material to an evaluation of his or her ability or integrity.

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EXECUTIVE OFFICERS AND DIRECTOR COMPENSATION
We are an international provider of video, broadband internet, fixed-line telephony and mobile services, with consolidated operations at December 31, 2014, serving 27.3 million customers across 14 countries. At December 31, 2014, these customers subscribed to 55.9 million services, consisting of 24.3 million video, 17.3 million broadband internet and 14.3 million telephony subscriptions (excludes mobile). In addition, we served 5.0 million mobile subscribers across nine countries at December 31, 2014. 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, accretive mergers and acquisitions and prudent capital structure management.
In this section, we summarize our 2014 highlights, 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. Compensation information is provided for Michael T. Fries, our CEO and also a member of our board of directors; Charles H.R. Bracken, our principal financial officer; and our three other most highly compensated executive officers at the end of 2014: Bernard G. Dvorak, our principal accounting officer, Diederik Karsten, our executive vice president, European Broadband Operations, and Balan Nair, our chief technology officer. These five individuals are our NEOs. After the information on our NEOs, we also provide information relating to the compensation of our directors (other than Mr. Fries).
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 in response to U.K. regulations regarding our directors’ compensation disclosure (or remuneration report), which became effective on October 1, 2013. These regulations require, among other things, a binding shareholder vote on our compensation policy for our directors, including our CEO (or 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 2014 AGM, our shareholders approved our compensation policy for our directors, the 2013 compensation paid to our directors and our compensation policy for our NEOs as required under the foregoing respective regulations.
Executive Summary
The primary goals of our executive compensation program are to motivate our executives to maximize their contributions to the success of our company, align executives’ interests to create shareholder value, and to attract and retain the best leaders for our business. Our compensation program plays a key role in our company’s operating and financial success. In 2014, we had a very successful year and our board credits the leadership of Mr. Fries for achieving this strong performance, as evidenced in our business highlights below.

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2014 Business Highlights
We had a strong year in 2014, reporting subscriber growth, increases in revenue, operating cash flow (OCF) and adjusted free cash flow as highlighted below. For information regarding rebased growth, OCF and combined adjusted free cash flow calculations, including required reconciliations, please see our February 12, 2015 earnings release for the year ended December 31, 2014. Certain business and financial highlights for 2014 were as follows:
Delivered strong subscriber growth across footprint with 1.3 million organic revenue generating unit additions
Fourth consecutive year with over 1.0 million organic revenue generating unit additions
Lowest annual video attrition since 2006
Over 500,000 postpaid mobile subscriber additions on an organic basis
Launched Horizon Go app and MyPrime video-streaming service in select countries
Increased the top or lead broadband speed in eight markets
Rebased growth of 3% for revenue and 5.5% for OCF
Best rebased OCF growth in three years
Unitymedia KabelBW and Virgin Media posted 9% and 7% rebased OCF growth, respectively
An 18% increase in combined adjusted free cash flow year-over-year (with 2014 adjusted to exclude the post-acquisition free cash flow of Ziggo Holding B.V. (formerly, Ziggo N.V. (Ziggo) and with 2013 adjusted to reflect the combined adjusted free cash flow of our company and Virgin Media for the full year)
Slight decrease in property and equipment additions as a percentage of revenue, as compared to 2013
Refinanced a significant amount of debt during the year, which enabled us to extend the average life of our debt and lower our all-in-swapped borrowing costs by 60 basis points to 6.0% as compared to year-end 2013
Announced and completed the acquisition of Ziggo
Integration well underway, synergy estimates increased to €250 million by 2018
Repurchased nearly $1.6 billion of equity in 2014
Brings aggregate share repurchases at Liberty Global to more than $12.0 billion since 2005
Pay for Performance
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 stock price performance. A high percentage of the NEOs’ total compensation is performance-based (targeted at approximately 90% of total compensation for 2014), excluding the 2013 Challenge Awards and the CEO Performance Award (see —Elements of our Compensation Packages—Equity Incentive Awards), with a significant portion of total compensation delivered in the form of multi-year performance-based equity incentive awards (targeted at approximately 60% of total compensation for 2014, excluding the 2013 Challenge Awards and the CEO Performance Award (each as defined under —Elements of Our Compensation Packages—Equity Incentive Awards below)).
The following chart shows the percentage of the average of the NEOs’ 2014 target total compensation that is allocable to base salary, maximum annual cash performance award and target multi-year performance-based equity incentive awards consisting of performance-based PSUs and SARs, excluding the 2013 Challenge Awards.

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2014 Total Direct Compensation Opportunity for NEOs
The compensation committee looks at many factors to determine the NEOs’ performance and the value they bring to our shareholders, including an evaluation of total shareholder return (TSR), for purposes of measuring alignment of our executive pay with performance. The following table compares the cumulative and compound annual growth rate (CAGR) of TSR over 1, 3 and 5 year periods ended December 31, 2014, for our Class A, Class B and Class C shares, NASDAQ US Benchmark TR Index, and the ICB 6500 Telecommunications (assuming reinvestment of dividends, as applicable).
 
Cumulative
 
CAGR
 
1-yr TSR
 
3-yr TSR
 
5-yr TSR
 
3-yr CAGR
 
5-yr CAGR
Class A shares
10%
 
139%
 
349%
 
34%
 
35%
Class B shares
12%
 
140%
 
350%
 
34%
 
35%
Class C shares
15%
 
144%
 
342%
 
35%
 
35%
NASDAQ US Benchmark TR Index
12%
 
75%
 
106%
 
20%
 
16%
ICB 6500 Telecommunications (Supersector)
3%
 
39%
 
77%
 
12%
 
12%

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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 relating to compensation of our executive officers and of administering our incentive plans. In furtherance of its purposes, our compensation 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)).
All compensation decisions with respect to our executive officers, including our NEOs, are made by our compensation committee. Decisions with respect to our CEO’s compensation are made in private sessions of the committee without the presence of management. Our CEO is actively engaged in compensation decisions for our other 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 his 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 data and legal, tax and accounting analyses relevant to compensation and benefit decisions.
In making its compensation decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the committee’s own evaluation of company and NEO performance. From time to time, however, the committee will retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. At the 2014 AGM, 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 any changes in the overall executive compensation program.
On April 30, 2014, we entered into a multi-year employment agreement with Mr. Fries to serve as our CEO (the Fries Agreement), the terms of which are described below under —Employment and Other Agreements. We believe that it is in our company’s best interest to have an employment agreement with Mr. Fries to serve as our CEO in order to promote stability in management, secure his services for the long term, implement appropriate restrictive covenants and recognize his outstanding performance and our company’s success under his leadership. Mr. Fries was not previously subject to an employment agreement.
The compensation committee has the authority under its charter to engage its own compensation consultants and other independent advisers. In 2014, in connection with the preparation and negotiation of the Fries Agreement with our CEO, the compensation committee retained Deloitte. We paid $44,025 to Deloitte for its services to the compensation committee. Deloitte is one of several member firms of Deloitte Touche Tohmatsu Limited (DTTL), a U.K. private company limited by guarantee. Each member firm of DTTL, including Deloitte, is a legally separate and independent entity. These member firms provide services in their respective geographic areas and are subject to the laws and professional regulations of such geographic area. The member firms of DTTL offer a broad range of audit, consulting, financial advisory, risk and tax services, as well as compensation related services, in the global market. As a result, our operations use a number of other DTTL member firms for non-compensation related services. In 2014, these firms provided tax, audit and financial advisory services to Liberty Global and several of its subsidiaries, for which we paid an aggregate of $20.1 million in 2014. All of the non-compensation related services provided by these other member firms of DTTL were performed at the direction of management without oversight or approval by our board or compensation committee, as these services were rendered in the ordinary course of business and were not material in scope or nature. Our compensation committee was aware that other DTTL member firms performed non-compensation related services for us at the time it engaged Deloitte.

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At the request of the compensation committee, Deloitte assisted the compensation committee in evaluating the terms and compensation amounts for the Fries Agreement. Deloitte did not recommend or determine the amount or form of the executive compensation set forth in the employment agreement. The compensation committee requested Deloitte to (1) provide compensation information for the chief executive officers in the 2014 comparator group referenced below and (2) provide its comments and observations, together with a comparative analysis based on publicly available information, for discussion by the compensation committee.
In 2014, the compensation committee, with the assistance of management, reassessed the comparator group used in 2013 with the benefit of a year’s experience owning Virgin Media, having greater financing activity and greater industry complexity and in light of the then proposed acquisition of Ziggo. The 2014 comparator group was used in connection with evaluating the compensation of our NEOs for 2014 as described below under —Elements of Our Compensation Packages. As stated above, the 2014 comparator group was also used in the negotiation of Fries Agreement, the terms of which are described below under —Employment and Other Agreements. This comparator group is comprised of:
Sky plc
Dish Network Corp
Time Warner Inc.
CBS Corporation
Liberty Interactive Corporation
Time Warner Cable Inc.
Comcast Corporation
Liberty Media Corporation
Viacom Inc.
DIRECTV
Rogers Communications
Vodafone Group
Discovery Communications, Inc.
 
 
Although the compensation committee does not target compensation levels at any particular percentile of the comparator group, it noted that the pay levels for Mr. Fries were at the low end of the comparator group. In adjusting our NEOs’ base salaries and maximum annual cash performance awards for 2014, the committee considered the comparative pay data. Unlike many of the companies in the comparator group, we do not set target amounts for our annual cash performance awards. Therefore, we assumed for comparative purposes a target annual award for each NEO equal to two-thirds of their respective maximum achievable annual awards. On this basis, the committee concluded that the target total cash compensation (that is, base salary plus target annual cash performance award) proposed for our CEO and his proposed target total direct compensation (that is, base salary plus target annual cash performance award plus target annual equity incentive) would fall between the 50th percentile and 75th percentile of the comparator group. Based on the last completed fiscal year of reported revenue and current market capitalization for the comparator group, our percentile rank with respect to the comparator group was estimated to be at the 56th percentile for revenue and 67th percentile for market capitalization (using estimated Liberty Global revenue and market capitalization). For our NEOs (other than our CEO), their target total cash compensation and target total direct compensation ranged from the 50th percentile to the 90th percentile due to variations by comparator position. The compensation committee was comfortable with these percentiles for 2014.
Compensation Philosophy and Goals
The compensation committee has two primary objectives with respect to executive compensation—motivation and retention—with the ultimate goal of long-term value creation for our shareholders.
To motivate our executives to maximize their contributions to the success of our company, we:
establish a mix of financial performance objectives based on our annual budgets and our medium-term outlook to balance short- and long-term goals and risks;
establish individual performance objectives tailored to each executive’s role in our company to ensure individual accountability; and
pay for performance that meets or exceeds the established objectives.
To ensure that we are able to attract and retain superior employees in key positions, we:
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; and
include vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards are subject to forfeiture.
To align our executives’ interests with those of our shareholders, we:

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emphasize 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; and
require our executive officers to achieve and maintain significant levels of stock ownership, further linking our executives’ personal net worth to long-term stock price appreciation for our shareholders.
Setting Executive Compensation
To achieve the foregoing compensation objectives, the compensation packages provided to members of our senior management, including our NEOs, include three main components: base salary, annual cash performance awards and multi-year equity incentive awards. In addition, certain members of senior management, including our NEOs, may participate in our deferred compensation plan. Consistent with past practice, the three main components of compensation were also made available during 2014 to approximately 450 employees in the U.S. and Europe. 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 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 maximum annual cash performance award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.
In approving the level of each compensation element for our executive officers, 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; and
retention risks at specific points in time with respect to individual executives.

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Elements of Our Compensation Packages
The implementation of our compensation approachgenerally and for 2014 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. The base salary levels of Messrs. Fries, Bracken and Dvorak were initially set in 2005, along with the base salaries of our other executive officers at that time, taking into account each executive’s salary level prior to the business combination of LGI International and UGC, as well as the factors referenced above. The base salary level of Mr. Nair was initially set in 2007 when he joined our company as an executive officer. Mr. Karsten’s initial base salary level as an executive officer was set in connection with his promotion to that position effective January 1, 2011. Until 2013, decisions with respect to increases in base salaries after such respective dates were based on company-wide budgets and increases in the cost of living. In 2013 and similarly as described below for 2014, decisions with respect to increases in base salaries have been based on significant changes in the size and operations of the company.
2014 Base Salaries. For 2014, our compensation committee approved an increase in the base salaries to $1.0 million (with currency adjustments for our non-U.S. based NEOs) for each of our NEOs, except our CEO. For our CEO, the compensation committee approved an increase in his base salary to $2.0 million. In approving these increases, the compensation committee noted that the size of the company’s revenues, assets, liabilities and operations increased significantly following the Virgin Media Acquisition in June 2013. With this acquisition, the responsibilities and demands on our NEOs and other senior management also increased significantly. The compensation committee recognized that these individuals should be adequately compensated for their new roles in our company and that this was also in the best interest of our company and the shareholders. This decision was also supported by the research on market levels of compensation for executive officers as stated above. Such increases were above the budget authorization of 3% given to each department and business unit for aggregate salary increases for our corporate-level employees based in Europe and in the U.S. The actual percentage salary increases varied among our corporate-level employees as determined by their department or business unit head. The 2014 salary increases for all our employees, including our NEOs, became effective on April 1, 2014.
2015 Base Salaries. In March 2015, our compensation committee approved a 2.5% increase in the base salary of each of our NEOs. This percentage increase was consistent with the budget authorization given to each of our department and business unit heads for aggregate salary increases for U.S. and corporate-level European employees in their department or unit. The actual percentage salary increases varied among our corporate-level employees as determined by their department or business unit head. The salary increases for our NEOs became effective April 1, 2015.

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Annual Cash Performance Awards
General. Annual cash performance awards pursuant to 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.
Generally, at its first regular meeting following the end of each fiscal year, the compensation committee reviews with our CEO 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 cash performance award program and his recommendations with respect to their performance awards. The compensation committee determines whether our financial performance for the prior fiscal year has satisfied the base performance objective set by the compensation committee, which is a precondition to the payment of any award to our NEOs, and determines the percentage of the financial performance metric(s) that has been achieved. It then determines, in a private session, whether our CEO has met his individual performance goals for the year, his resulting annual performance rating, and the amount to be paid to him with respect to his performance award. 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 performance awards. Generally at the same meeting, the compensation committee approves the terms of the annual cash performance award program for the current year, including, in a private session, the individual performance goals for our CEO for the coming year.
Design of 2014 Annual Award Program. The design of the 2014 annual cash performance award program (the 2014 Annual Award Program) is the same as the annual cash performance award program for 2013. The 2014 maximum achievable performance awards were increased for each of our NEOs, other than Mr. Fries, to $2.5 million. As provided in Mr. Fries’ employment agreement, his maximum achievable award was increased to $8.0 million. These increases were made for the reasons cited above for increasing the NEOs’ salaries in 2014 and based on the research on market levels of compensation of executive officers as stated above.
The same general design was also implemented with similar performance metrics and weightings for the 2014 bonus programs for approximately 1,050 employees in our corporate offices in the U.K., the U.S. and the Netherlands.
The key elements of the 2014 Annual Award Program were:
Sixty percent of each participant’s maximum achievable performance award was based on achievement against financial performance metrics and 40% was based on individual achievement against defined performance goals.
Two equally weighted financial performance metrics were used:
2014 budgeted revenue growth on a consolidated basis and, if applicable, operating unit basis; and
2014 budgeted operating free cash flow (OFCF) growth on a consolidated basis and, if applicable, operating unit basis.
The base performance objective for our NEOs required that either 40% of 2014 consolidated budgeted revenue growth or 40% of 2014 consolidated budgeted OFCF growth be achieved.
For purposes of the 2014 Annual Award Program, OFCF was defined as OCF less property and equipment additions. OCF is the primary measure used by our board and management to evaluate our company’s operating performance and a key factor that is used to decide how to allocate capital and resources to our operating segments. The definition of OCF for these purposes is revenue less operating and selling, general 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 disposition of long-lived assets, direct acquisition and disposal costs and and other acquisition-related items)) and is generally consistent with our definition of the term for public disclosure purposes.
Budgeted growth was determined by comparing actual 2013 results for the applicable metric to the amount budgeted for that metric in the 2014 consolidated and operating unit budgets approved by our board. For consolidated Liberty Global, the 2014 budget provided for: revenue of $17.2 billion, with growth over 2013 of approximately $635 million or 3.8%, and OFCF of $4.3 billion, with growth over 2013 of approximately $405 million or 10.4%. These budgeted amounts exclude amounts related to Ziggo. The payout schedule for each financial metric is based on the percentage achievement against the 2014 budget, as adjusted for events during the performance period such as acquisitions, dispositions, the impact of unforeseen changes in laws and regulations and changes in foreign currency exchange rates and accounting principles or policies that affect

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comparability. The following table sets forth the performance against budget and related payouts approved by the compensation committee.
 
 
Corresponding % of Achievement of 2014 Budget
Achievement of Budgeted Growth over 2013
 
Revenue (50%Weighting)
 
OFCF (50% Weighting)
 
Payout (% of Weighted Portion of Maximum Bonus Amount) (1)
Over-Performance
 
≥ 105.0%
 
≥ 110.0%
 
150.0%
100.0%
 
100.0%
 
100.0%
 
100.0%
50.0%
 
98.1%
 
95.3%
 
50%
< 50.0%
 
< 98.1%
 
< 95.3%
 
—%
___________________
(1)
Percentages shown represent the payout that would result if the specified performance levels were achieved for both the revenue and OFCF targets. Payout percentages for percentage achievement of revenue and OFCF budgets which fall in between points specified in the table would be determined by straight-line interpolation. If the performance level for revenue and OFCF were to differ, the payout would represent the sum of the percentages derived by multiplying 50% times each of the respective payout percentages for the revenue and OFCF targets, with a maximum payout of 100%.
Notwithstanding the over-performance feature indicated in the table, the aggregate payout for financial performance remained capped at 60% of the maximum achievable performance award.
The payout schedule for the 40% of each participant’s maximum achievable performance award allocated to individual performance was based on the annual performance rating received under our global performance management process, with a minimum rating of “strong” required for any amount to be payable with respect to this portion of the award. A rating of “strong” means the participant has performed well, meeting expectations with respect to his or her objectives.
The compensation committee considered the following when it approved this design for the annual award programs in 2010:
weighting financial performance metrics more heavily than individual performance goals should serve to reduce the level of subjectivity in determining final awards;
using two equally weighted financial metrics (budgeted revenue and OFCF growth), rather than a single metric, would provide incentives to drive revenue growth while controlling operating costs and capital expenditures;
including consolidated financial performance metrics for all participants, including those with operating unit responsibility, would serve to mitigate potential organizational risks;
including an over-performance provision would provide continuing incentive for above budget achievement; and
establishing a base performance objective as a gating factor for payment of any award to the NEOs should result in the payment qualifying as performance-based compensation under Section 162(m). There could be no assurance that the objective would be achieved, particularly in light of the increasingly competitive environment in which we operate.
The compensation committee did not establish target amounts payable when it approved the maximum amount that each NEO could earn under the 2014 Annual Award Program.
2014 Performance. At its meeting on February 18, 2015, the compensation committee reviewed the actual consolidated revenue and OFCF for 2014 based on our audited 2014 financial results. It also considered whether to exercise its discretion to reduce the amount payable to any of our NEOs. The exercise of the compensation committee’s discretion was in each case based on its assessment of our 2014 financial performance and the individual NEO’s performance overall as compared to his 2014 performance goals, taking into account the payout schedules for financial and individual performance.
The compensation committee first considered the percentage of budgeted revenue and budgeted OFCF achieved in 2014. For this purpose, the 2014 budget was adjusted in accordance with the terms of the 2014 Annual Award 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) to reflect consistent foreign currency exchange translations, (2) for a change in U.K. VAT legislation, (3) to exclude Ziggo integration costs, (4) to exclude unbudgeted increases in 2014 executive salaries and maximum bonus amounts, (5) related to the reclassification of RDK as a

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joint venture investment, (6) related to the sale of substantially all of the programming assets of the Chellomedia division, (7) small acquisitions in the U.K., Switzerland and Austria, and (8) related to other individually immaterial items. In the aggregate, these adjustments resulted in a net increase of budgeted revenue to $18.1 billion and budgeted OFCF to $4.5 billion. Actual 2014 revenue was less than budgeted on a consolidated basis, although over 99% of budgeted 2014 revenue and between 85% and 90% of budgeted 2014 revenue growth was achieved on a consolidated basis. Actual 2014 OFCF was greater than budgeted on a consolidated basis, with over 101% of budgeted 2014 OFCF and over 130% of budgeted 2014 OFCF growth achieved on a consolidated basis.
The following charts illustrate the compensation committee’s financial performance and payout calculations, which for these purposes did not include the effect of the acquisition of Ziggo.
When these results are applied to the relevant payout schedules, the total implied payout against the financial performance metrics for revenue was 85.5% and for OFCF was 108.1%, resulting in an average payout of 96.8%. Therefore, the compensation committee approved payment of 96.8% of the 60% portion of each of the NEO’s maximum achievable award that was based on financial performance.
With respect to the remaining 40% of the maximum achievable awards, which was based on individual performance, at its February 18, 2015 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. In making its decision as to individual annual performance ratings, the compensation committee did not apply any particular weighting across the individual performance goals or relative to other considerations, nor did it require that the executive satisfy each of his goals.
Our CEO’s performance goals were organized around four main themes: key organic growth targets (including budget targets, product and operation initiatives); liquidity, leverage and capital structure targets and initiatives; acquisition and disposition opportunities; and core initiatives for each functional group. These functional groups include accounting, regulatory, technology, human resources, strategy, investor relations, programming and board matters. In its evaluation of his 2014 performance, the compensation committee considered the various performance objectives that had been assigned to Mr. Fries and our company’s accomplishments against those objectives. In this regard, the committee noted that our company had a number of significant performance accomplishments in 2014 under the leadership of Mr. Fries, including:
completion of the acquisition of Ziggo;
the launch of Horizon Go app and MyPrime video-streaming service in certain countries;
added over 1,000,000 next generation video subscribers;
the completion of key mobile virtual network operation agreements and launch of full MVNO mobile products in select countries, including Switzerland and the Netherlands;
increased the top or lead internet speed in eight markets;
refinanced a significant amount of debt during the year, which enabled us to extend the average life of our debt and lower our all-in-swapped borrowing costs; and

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the achievement of significant financial and operational performance metrics related to organic subscriber additions, OCF and adjusted free cash flow, property and equipment additions and equity repurchases.
In reviewing Mr. Fries’ performance, the committee considered both what had been accomplished and how such accomplishments had been achieved. The compensation committee also considered Mr. Fries’ responsibilities with respect to overall corporate policy-making and management, in-depth knowledge of our operations and finances, the regulatory and organizational complexities in which we compete, the increased size of our company, as well as his strong leadership capabilities in delivering key long-term strategic objectives in a challenging global economy, his handling of unanticipated additional responsibilities and keeping the board of directors informed during the year.
With respect to the individual performance of our other NEOs, the compensation committee reviewed their performance with our CEO, giving much deference to our CEO’s evaluation of their performance against their respective 2014 performance goals and the resulting annual performance ratings. 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, which interaction assists 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 financial strategy, reducing financial risks, balance sheet efficiency, tax strategy, financial planning, development of content businesses, and group leadership and coordination with other functional groups. Mr. Dvorak’s goals related to financial reporting, internal audit and compliance, consolidation of financial systems, integration of acquired companies from a consolidation, financial reporting and accounting perspective, cross-training programs for the group and planning efforts for roll out of International Financial Reporting Standards for purposes of our U.K. statutory reporting requirements. Mr. Karsten’s goals related to his management of our European Broadband Operations division, including performance against financial and subscriber targets, group leadership and coordination with executive offices, the integration of Ziggo, expansion of services to businesses, execution of new product and service initiatives, and development of marketing initiatives. Mr. Nair’s goals related to optimizing operational synergies across entities, a global procurement process for customer premises equipment, network operations, development and implementation of new technologies for our services, management of capital expenditures and video and wireless initiatives and information technology efficiencies. In each case, the compensation committee also considered how these goals were affected by the increased size and complexity of our company following the Virgin Media Acquisition and the Ziggo acquisition.
Based on its evaluation of individual performance and its decisions with respect to the financial performance metrics, the compensation committee approved the payments to our NEOs with respect to their maximum achievable performance awards set forth in the table below. Percentages in the table represent percentages of the maximum achievable performance award.
 
 
2014 Annual Cash Performance Award
Name
 
Maximum
Achievable Award
 
% Payout for Financial Performance (Revenue & OFCF)(60%)
 
% Payout for Individual Performance
(40%)
 
Aggregate % of Maximum Award (100%)
 
Approved Award
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
$8,000,000
 
96.8%
 
100.0%
 
98.1%
 
$7,846,000
(a)
 
 
 
 
 
 
 
 
 
 
 
 
Charles H.R. Bracken
 
$2,500,000
 
96.8%
 
100.0%
 
98.1%
 
$2,452,000
 
 
 
 
 
 
 
 
 
 
 
 
 
Bernard G. Dvorak
 
$2,500,000
 
96.8%
 
100.0%
 
98.1%
 
$2,452,000
 
 
 
 
 
 
 
 
 
 
 
 
 
Diederik Karsten
 
$2,500,000
 
96.8%
 
100.0%
 
98.1%
 
$2,452,000
 
 
 
 
 
 
 
 
 
 
 
 
 
Balan Nair
 
$2,500,000
 
96.8%
 
100.0%
 
98.1%
 
$2,452,000
 
_______________
(a)
As required under the Fries Agreement, the award for Mr. Fries was determined and paid in December 2014 based on the compensation committee’s review of our consolidated revenue and OFCF for 2014 to date, as well as the projected consolidated revenue and OFCF for the remaining period of 2014. The compensation committee approved a true-up payment of $224,000 when it determined the final awards in February 2015 for the other NEOs.
The amounts paid to our NEOs under the 2014 Annual Award Program are reflected in the Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation” column.
Decisions for 2015. On March 19, 2015, based in part on the review of the overall compensation of our NEOs, our compensation committee approved individual performance goals and set the maximum achievable performance awards for

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members of our senior management, including our NEOs, for 2015. The general design of the 2015 annual cash performance award program is similar to the 2014 Annual Award Program. The 2015 maximum achievable performance award is $8.5 million for our CEO pursuant to the terms of the Fries Agreement and remained unchanged at $2.5 million for each of the other NEOs. The same general design was also implemented, with similar performance metrics and weightings, for the 2015 bonus programs for other officers. For details regarding the setting of the maximum achievable performance award for Mr. Fries, see the description of the Fries Agreement under —Employment and Other Agreements.
Commitment Bonus
On April 30, 2014, we entered into the Fries Agreement, a multi-year employment agreement, with our CEO. Pursuant to the Fries Agreement, we paid to Mr. Fries a $5.0 million cash commitment bonus. See —Employment and Other Agreements for additional information regarding the Fries Agreement.
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.
Our compensation committee’s approach to equity incentive awards for the senior management team places a significant emphasis on performance-based equity awards. Since 2010, the compensation committee’s approach has been to set a target annual equity value for each executive, of which approximately two-thirds would be delivered in the form of an annual award of PSUs and approximately one-third in the form of an annual award of SARs. A similar approach was applied to equity incentive compensation for approximately 60 other key employees.
In connection with each year’s award 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 OCF, 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 OCF growth as the performance measure, the compensation committee’s goal has been to ensure that the management team would be focused on maximizing performance against a variety of key financial metrics during the performance period by using a measure of performance that was different from those selected for the annual cash performance awards. Different performance measures may be selected for the awards in subsequent years.
The compensation committee also sets the performance targets corresponding to the selected performance measure(s) and a base performance objective that must be achieved in order for any portion of our NEOs’ PSU awards to be earned. 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, based on the annual performance rating received under our global performance management process. A minimum rating of “strong” or its equivalent is required for any PSU awards to be earned. Earned PSUs will then vest in two equal installments on March 31 and September 30 of the year following the end of the performance period. The PSU awards are subject to forfeiture or acceleration in connection with certain termination of employment or change-in-control events. Each year’s award of SARs is made at the same time as awards are made under our annual equity grant program for employees (generally on or around May 1) and on terms consistent with our standard form of SAR award agreement, including a four-year vesting schedule.
In adopting this approach to equity incentive compensation, the compensation committee made the following observations:
The organizational risks of incentive compensation should be reduced through:
the use of multiple equity vehicles (PSUs 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.

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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, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates.
Providing for forfeiture or reduction of performance-based 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.
2014 Equity Incentive Awards. The table below sets forth the target annual equity incentive award values for our NEOs approved by our compensation committee and the grants of 2014 PSUs and SARs made to them in March and May 2014, respectively.
 
 
 
 
Two-thirds of Target
Annual Equity Value in the Form of:
 
One-third of Target
Annual Equity Value in the Form of:
Name
 
Target Annual
Equity Value
 
Class A
PSU Grant (#)
 
Class C
PSU Grant (#)
 
Class A
SARs (#)
 
Class C
SARs (#)
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
$15,000,000
 
78,276
 
156,552
 
192,016
 
384,032
 
 
 
 
 
 
 
 
 
 
 
Charles H.R. Bracken
 
$5,000,000
 
26,092
 
52,184
 
64,000
 
128,000
 
 
 
 
 
 
 
 
 
 
 
Bernard G. Dvorak
 
$5,000,000
 
26,092
 
52,184
 
64,000
 
128,000
 
 
 
 
 
 
 
 
 
 
 
Diederik Karsten
 
$5,000,000
 
26,092
 
52,184
 
64,000
 
128,000
 
 
 
 
 
 
 
 
 
 
 
Balan Nair
 
$5,000,000
 
26,092
 
52,184
 
64,000
 
128,000
The 2014 target annual equity values for each of our NEOs was increased for the first time since the compensation committee began granting PSUs in 2010 as part of the equity incentive award component of our executive officers’ compensation packages. These increases were made for the reasons cited above for increasing the NEO’s salaries for 2014 and based on the research on market levels of compensation of executive officers as stated above. Each 2014 PSU represents the right to receive one Class A share or Class C share, as applicable, subject to performance and vesting.
The performance period for the 2014 PSUs is January 1, 2014 to December 31, 2015. The performance target selected by the compensation committee for the base case plan was achievement of a target compound annual growth rate in consolidated operating cash flow (OCF CAGR) based on a comparison of our 2013 actual results to those reflected in our then existing long-range plan for 2015. The target OCF CAGR is subject to upward or downward adjustment, on a mandatory or a discretionary basis, for certain events in accordance with the terms of the grant agreement. For example, the base case plan from which the target OCF CAGR was calculated will be adjusted for the acquisitions of businesses during the performance period in accordance with guidelines established by the compensation committee and the target OCF CAGR will be recalculated based on the adjusted base case plan. A performance range of 75% to 125% of the target OCF CAGR would generally result in award recipients earning 50% to 150% of their target 2014 PSUs, subject to reduction or forfeiture based on individual performance. One-half of the earned 2014 PSUs will vest on March 31, 2016 and the balance on September 30, 2016.
The compensation committee also established a minimum OCF CAGR base performance objective, subject to certain limited adjustments, which must be satisfied in order for any NEO to be eligible to earn any of their 2014 PSUs. If the base performance objective is achieved, our NEOs will be eligible to earn between 50% and 150% of their 2014 PSUs, subject to alignment with our company’s and the individual’s performance. The base performance objective was designed so that the awards should qualify as performance-based compensation under Section 162(m).
The 2014 PSU 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.

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Decisions for 2013 PSUs. As disclosed in our proxy statement for the 2014 AGM, the performance period for the 2013 PSUs was January 1, 2013 to December 31, 2014. The performance measure was based on a two-year OCF CAGR. For the 2013 PSUs, the performance target was an OCF CAGR for our company of 5.1%. The following table sets forth the threshold, target and maximum performance levels and related payouts approved by the compensation committee.
 
Performance
 
Performance
Level
 
Two-year
OCF CAGR
 
Payout
 
 
 
 
 
 
Maximum
125.0%
 
6.4%
 
150.0%
Target
100.0%
 
5.1%
 
100.0%
Threshold
75.0%
 
3.8%
 
50.0%
The compensation committee determines the actual payout by “straight-line interpolation” if our actual OCF CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF CAGR for the performance period is calculated by comparing 2014 OCF against 2012 OCF, as adjusted for events during the performance period such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The compensation committee may also adjust the target OCF CAGR for extraordinary events that distort performance.
At the February 18, 2015 meeting of our compensation committee, the compensation committee reviewed the calculations of 2012 and 2014 consolidated OCF and the resulting OCF CAGR, as adjusted pursuant to the terms of the 2013 PSU grant agreements and guidelines adopted in 2012 by the compensation committee, which had been prepared by management. The compensation committee determined that the base performance objective of achievement of at least 50% of the target OCF CAGR, subject to limited adjustments, had been achieved.
The required adjustments to the target OCF CAGR made pursuant to the terms of the 2013 PSU grant agreements included adjustments (1) to reflect consistent foreign currency exchange translations, (2) to include the pre-acquisition OCF for companies acquired during the first year of the performance period (including the acquisition of Virgin Media), (3) related to the sale of substantially all of the programming assets of the Chellomedia division, (4) to exclude accounting adjustments related to Telenet deferred revenue, and (5) to the pre-acquisition amounts for the 2012 acquisition of a cable system in Puerto Rico. As permitted by the 2013 PSU grant agreements, the compensation committee also approved adjustments for certain events or circumstances that in its view distorted performance. These discretionary revisions to the target OCF CAGR included adjustments to exclude (a) unbudgeted costs for a change in the U.K. VAT legislation, (b) the Ziggo integration costs, (c) unbudgeted increases in 2014 executive salaries and maximum bonus amounts, (d) the impact of the Chilean earthquake and fire, and (e) an unbudgeted increase in Puerto Rico taxes. These adjustments, in the aggregate, increased our target OCF for 2014 from $5.2 billion to $8.3 billion and decreased our target OCF CAGR for the performance period from 5.1% to 4.5%. For purposes of computing the adjusted actual OCF CAGR, the post-acquisition results of 2014 acquisitions, including Ziggo, were removed from the reported 2014 OCF.
Based on the foregoing, the compensation committee determined that approximately 106.8% of the target OCF CAGR had been achieved. This determination was made by dividing the adjusted actual OCF CAGR achieved (4.8%) by the adjusted target OCF CAGR (4.5%) using maximum available precision. That percentage achievement of the target OCF CAGR, which fell between the target and maximum levels in the preceding table, translated into 113.6% of the target 2013 PSUs being earned, as shown below. The compensation committee further determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2013 PSUs, which had been earned based on financial performance.

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The table below sets forth the actual number of the 2013 PSUs that were earned and which were converted to time-vested RSUs pursuant to the terms of the 2013 PSUs.
Name
 
Class A RSUs
 
Class C RSUs
 
 
 
 
 
Michael T. Fries
 
33,258*
 
99,774*
Charles H.R. Bracken
 
19,401
 
58,204
Bernard G. Dvorak
 
19,401
 
58,204
Diederik Karsten
 
19,401
 
58,204
Balan Nair
 
19,401
 
58,204
___________________
* Excludes 11,086 Class A RSUs and 33,258 Class C RSUs issued to Mr. Fries’ former spouse pursuant to a domestic relations order.
The compensation committee discussed the goals that the 2013 PSUs had been designed to achieve and was satisfied that these goals had been met. In addition, the senior management team remained highly motivated and intact during the two-year period ended December 31, 2014.
CEO Performance Award. Upon signing the Fries Agreement and as provided therein, Mr. Fries received an award of PSUs of 1,000,000 Class A shares and 1,000,000 Class B shares (the CEO Performance Award). The CEO Performance Award was subject to the achievement of a performance condition over a performance period of April 1, 2014 to December 31, 2014. The base performance condition required that either 40% of consolidated budgeted revenue growth or 40% of consolidated budgeted OFCF growth be achieved for the nine-month performance period. The base performance objective for the CEO Performance Award was designed so that it should qualify as performance-based compensation under Section 162(m). If the performance condition was achieved, then 100% of the CEO Performance Award would be earned and would vest over three equal annual installments on March 15 of 2015, 2016 and 2017.
As required by the Fries Agreement, the compensation committee met in December 2014 to determine if the performance condition for the CEO Performance Award had been met. At that meeting, the compensation committee reviewed the company’s consolidated revenue and OFCF for 2014 to date as well as the projected consolidated revenue and OFCF for the remaining period of 2014. Based on this review, the compensation committee determined that over 95% of budgeted growth for both revenue and OFCF was achieved over the nine-month period and therefore the performance condition had been met. As a result, the CEO Performance Award was converted to time vested RSUs pursuant to the terms of the CEO Performance Award.
2013 Challenge Awards. Following the Virgin Media Acquisition, our company grew substantially in size and complexity and became a more complex business operation. In addition, we established aggressive synergy and long-range plan targets for our company on maximizing future performance and our senior management, including our NEOs, are being asked to achieve this aggressive future performance. Therefore, on June 24, 2013, the compensation committee determined to grant, in addition to the standard compensation program for senior management as described above, an additional challenge award to each of our NEOs and certain key employees (the 2013 Challenge Awards). The 2013 Challenge Awards are designed to incentivize senior management recipients to achieve high levels of individual performance and increase shareholder value over a multi-year period.

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This is in line with the compensation committee’s two primary objectives with respect to executive compensation as stated above—motivation and retention—with the ultimate goal of long-term value creation for our shareholders.
Except with respect to the senior executives, including our NEOs, the 2013 Challenge Awards consist of a combination grant of performance-based SARs and performance-based PSUs, with a weighting more heavily to SARs. For the senior executives, including our NEOs, the 2013 Challenge Awards consist solely of a grant of performance-based SARs (PSARs). The awards to the NEOs are intended to qualify as performance-based compensation under Section 162(m). Each PSU represents the right to receive one Class A share or one Class C share, as applicable, subject to performance and vesting. The performance period for the 2013 Challenge Awards is January 1, 2013 to December 31, 2015.
As the performance measure, the compensation committee selected high levels of individual performance to be sustained throughout the performance period. At the end of the performance period, the compensation committee will review the performance of each executive officer participating in the 2013 Challenge Awards based on their annual performance rating received in the company’s annual performance review process. If a participant receives a rating of “needs improvement” (or its equivalent) or less, no amount will be payable with respect the 2013 Challenge Awards. For ratings below “superior” (or its equivalent), the compensation committee has the discretion to reduce by up to 100%, the amount of such participant’s 2013 Challenge Awards that will vest on the third anniversary of the grant date.
The PSARs have a term of seven years and base prices are equal to the respective market closing prices of the applicable class on the grant date (as adjusted for the Dividend), which was $35.03 for the Class A performance-based SARs, $32.78 for the original Class C performance-based SARs and $34.67 for the adjusted Class C performance-based SARs, which were issued with respect to the original Class A performance-based SARs. As stated above, the number of the 2013 Challenge Awards, which may be earned by any NEO, will be based on the compensation committee’s assessment of the executive’s performance and achievement of individual goals in each of the years 2013, 2014 and 2015. The individual goals for the NEOs and our other executive officers consist of quantitative and qualitative measures, which include individual strategic, financial, transactional, organizational and/or operational goals for each executive.
The 2013 Challenge Awards are subject to forfeiture or acceleration in connection with certain terminations of employment or change-in-control events consistent with the terms of other equity awards granted in 2013.
Decisions for 2015. In March 2015, the compensation committee approved the grant of 2015 PSUs to our NEOs for two-thirds of their respective target annual equity values, which remained unchanged from 2014. The 2015 PSUs will be divided with one-third as Class A PSUs and two-thirds as Class C PSUs. As the performance measure, the compensation committee again selected growth in consolidated OCF, as adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The target OCF CAGR selected by the committee was based upon a comparison of our 2014 actual results to those reflected in our long-range plan for 2016. The target OCF CAGR is subject to upward or downward adjustment for certain events in accordance with the terms of the grant agreement. The design of the 2015 PSU awards is substantially the same as the design of the 2014 PSU awards described above. For details regarding the target annual equity values for Mr. Fries in connection with the grant of Annual Equity Awards under our incentive plans, please see the description of Mr. Fries’ employment agreement under —Employment and Other Agreements.
Share Ownership Policy
Our compensation committee has established an Executive Share Ownership Policy for our executive officers and senior officers. The purpose of the Executive Share Ownership Policy is to ensure that such officers have a significant stake in our long-term success. 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
Executive Vice Presidents, including Co-Chief Financial Officers
 
4 times base
All Senior Vice Presidents and President of Liberty Global Latin America division
 
3 times base
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 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

45


by an executive and a senior officer, 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, and 50% of the in-the-money value of vested options and SARs. As of December 31, 2014, the value of the ordinary shares owned by Mr. Fries, as calculated in accordance with the policy, significantly exceeded five times his base salary. In addition, at such date, our other NEOs, except Mr. Bracken, were in compliance with the terms of the policy. Although Mr. Bracken was not in compliance at such date, he was back in compliance in early 2015.
Deferred Compensation Plan
Under the Liberty Global Deferred Compensation Plan (the Deferred Compensation Plan), our executive and other officers who are U.S. taxpayers (including those of our subsidiaries and divisions) and who are designated as participants from time to time 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., LGI 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 working in Europe;
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. During the negotiation of his employment agreement, the compensation committee agreed to increase the annual flight hours for Mr. Fries’ personal use of our aircraft to 120 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 method based on the Standard Industry Fare Level (SIFL) rates, as published by the U.S. Internal Revenue Service (IRS) (in the case of U.S. taxpayers), or based on the cost of the flight for personal use and based on the cost of a commercial ticket for guests (in the case of U.K. and Netherlands 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.
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.
For our management-level employees in the U.K., the Netherlands and certain other European countries, including two of our NEOs who work in these locations, we provide an annual auto allowance, with variations in the cost of providing this benefit based on the employee’s position and location.

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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.
Tax and Accounting Considerations
In making its compensation decisions, our compensation committee considers the limitations on deductibility of executive compensation under Section 162(m). That provision prohibits the deduction of compensation in excess of $1.0 million paid to certain executives, subject to certain exceptions. One exception is for performance-based compensation, including options and SARs, granted under shareholder-approved plans such as the 2005 Incentive Plan, 2014 Incentive Plan and the Virgin Media 2010 Incentive Plan. Our compensation committee generally seeks to design the principal elements of our compensation program, such as annual cash performance awards, SAR grants and the terms of our PSU awards, to qualify for deductibility consistent with the requirements of Section 162(m). It has not, however, adopted a policy requiring all compensation to be deductible, in order to maintain flexibility in making compensation decisions. For example, the 2014 salary for our CEO will not be fully deductible and certain types of compensation, such as non-business use of corporate aircraft without reimbursement and grants of restricted shares and RSUs that do not include a performance condition, may not be deductible due to the application of Section 162(m). All grants of restricted shares and RSUs to our NEOs since 2006 have been performance based. Our compensation committee also endeavors to ensure that any compensation that could be characterized as non-qualified deferred compensation complies with Section 409A of the Code.
Our compensation committee also takes into account from time to time, as appropriate, the accounting treatment of compensation elements in determining types and levels of compensation, including method of payment, for our executive officers.
Recoupment Policy
The terms of our PSU awards, our annual cash performance awards and our 2013 Challenge 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
We have not adopted a severance policy covering our NEOs or other executive officers. Certain of our NEOs (including our CEO) are entitled to limited 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 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 awards and 2013 Challenge Awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the PSU awards and 2013 Challenge 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.
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 disruptive circumstances of a change

47


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
In 2006, our compensation committee adopted a policy that the consideration and approval of proposed annual grants of conventional equity awards to employees, including our NEOs, would occur at the compensation committee meeting held in conjunction with our board’s regularly scheduled second quarter meeting each year. Typically this meeting occurs at the end of April or the beginning of May. The exercise price or base price of option and SAR grants approved at this meeting is set at the respective closing prices of our Class A shares and Class C shares on the grant date, which is the date of the meeting or, if later, May 1 of the same year. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion. At this time, our compensation committee intends to follow this same timing for granting equity awards.
For purposes of determining the number of Class A and Class C PSUs 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 our Class A shares and Class C shares for a trading period ending on the second trading day preceding the date of the committee meeting to approve the grants. Typically, our compensation committee has granted PSUs during the first quarter of each year.
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. We do not have a policy that specifically prohibits our directors or executive officers from hedging the economic risk of share ownership.
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:
John P. Cole, Jr.
Larry E. Romrell
JC Sparkman (chairman)


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Summary Compensation
The following table sets forth information concerning the compensation of our named executive officers for fiscal years 2014, 2013 and 2012. As discussed in the footnotes and in the —Narrative to Summary Compensation and Grants of Plan-Based Awards Tables below, the values presented in the tables do not always reflect the actual compensation received by our NEOs during the relevant fiscal year. Amounts paid in British pounds sterling or euros, as the case may be, have been converted into U.S. dollars based on the average exchange rate for the applicable year.
Name and Principal Position
 
Year
 
Salary ($)
 
Bonus ($)
 
Stock Awards ($)(1)
 
Option Awards
($)(2)
 
Non-Equity
Incentive Plan
Compen-sation
($)(3)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)
 
All Other
Compen-sation
($)(5)
 
Total ($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
2014
 
1,863,462

 
 
5,000,000

(6)
89,299,514

 
6,598,919

 
7,846,000

 
262,417

 
1,306,424

 
112,176,736

Chief Executive
 
2013
 
1,365,385

 
 
 
5,567,374

 
34,638,020

 
3,960,000

 
289,424

 
1,031,779

 
46,851,982

Officer & President
 
2012
 
996,231

 
 
 
5,460,555

 
2,998,218

 
3,622,000

 
150,724

 
784,753

 
14,012,481

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Charles H.R. Bracken
 
2014
 
1,024,012

(7)
 
 
3,209,838

 
1,714,165

 
2,452,000

 

 
127,315

 
8,527,330

Executive Vice
 
2013
 
730,926

(7)
 
 
2,435,833

 
6,610,946

 
1,584,000

 

 
93,089

 
11,454,794

President & Co-Chief Financial
 
2012
 
638,669

(7)
 
 
2,388,917

 
1,190,124

 
906,000

 

 
79,596

 
5,203,306

Officer (Principal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bernard G. Dvorak
 
2014
 
931,731

(8)
 
 
3,209,838

 
2,317,581

 
2,452,000

 
74,633

 
19,418

 
9,005,201

Executive Vice
 
2013
 
693,192

 
 
 
2,435,833

 
7,093,581

 
1,584,000

(9)
13,808

 
20,246

 
11,840,660

President & Co-Chief Financial
 
2012
 
534,692

 
 
 
2,388,917

 
1,311,617

 
906,000

 

 
34,543

 
5,175,769

Officer (Principal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounting Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diederik Karsten
 
2014
 
975,657

(10)
 
 
3,209,838

 
1,714,165

 
2,452,000

 

 
184,558

 
8,536,218

Executive Vice
 
2013
 
773,100

(10)
 
 
2,435,833

 
6,610,946

 
1,584,000

 

 
181,492

 
11,585,371

President, European
 
2012
 
656,385

(10)
 
 
2,388,917

 
1,190,124

 
932,000

 

 
162,581

 
5,330,007

Broadband Operations
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balan Nair
 
2014
 
931,731

 
 
 
3,209,838

 
2,317,581

 
2,452,000

 
107,873

 
45,865

 
9,064,888

Executive Vice
 
2013
 
696,692

 
 
 
2,435,833

 
7,093,581

 
1,584,000

(9)
63,454

 
93,524

 
11,967,084

President & Chief
 
2012
 
547,692

 
 
 
2,388,917

 
1,311,617

 
932,000

 
41,960

 
73,553

 
5,295,739

Technology Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
___________________
(1)
The 2014 dollar amounts shown in the “Stock Awards” column reflect the grant date fair value of each NEO’s target 2014 PSUs determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (FASB ASC 718). The 2014 dollar amounts shown for Mr. Fries reflect the grant date fair value of his target 2014 PSUs of $9,629,514, plus the grant date value for his CEO Performance Award of $79,670,000. The grant date fair value for the maximum achievable 2014 PSU awards (150% of target) would be $14,444,271 for Mr. Fries and $4,814,757 for each of the other NEOs. Earned 2014 PSU awards will vest, subject to forfeiture or acceleration under certain circumstances, in two equal installments on each of March 31, 2016 and September 30, 2016. The CEO Performance Award for Mr. Fries will vest in three equal annual installments on March 15 in 2015, 2016 and 2017.
(2)
The 2014 dollar amounts shown in the “Option Awards” column reflect the grant date fair value of SAR