DEF 14A 1 a2017agmproxy.htm DEF 14A Document

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

 
(Name of Registrant as Specified In Its Charter)
 

 
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April 28, 2017
Dear Shareholder:
You are invited to attend the 2017 Annual General Meeting of Shareholders of Liberty Global plc to be held at 3:30 p.m. BST (10:30 a.m. Eastern time), on Thursday, June 21, 2017, at Broadgate West, 9 Appold Street, London EC2A 2AP, U.K., telephone number +44 (0)20 7655 5000. 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 2017 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,
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Michael T. Fries
President and Chief Executive Officer
Liberty Global plc


161 Hammersmith Road, London W6 8BS, United Kingdom, Registered in England Nr 8379990, www.libertyglobal.com



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LIBERTY GLOBAL PLC
Notice of Annual General Meeting of Shareholders
to be Held June 21, 2017
The 2017 Annual General Meeting of Shareholders (the AGM) of Liberty Global plc (Liberty Global) will be held at 3:30 p.m. BST (10:30 a.m. Eastern time), on Thursday, June 21, 2017, at Broadgate West, 9 Appold Street, London, EC2A 2AP, U.K., telephone number +44 (0)20 7655 5000, for the following purposes:
1.
To elect Miranda Curtis as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
2.
To elect John W. Dick as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
3.
To elect JC Sparkman as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
4.
To elect David Wargo as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
5.
To approve the director’s compensation policy contained in Appendix A of Liberty Global’s proxy statement for the 2017 annual general meeting of shareholders (in accordance with requirements applicable to United Kingdom (U.K.) companies) to be effective as of the date of the 2017 annual general meeting of shareholders.
6.
To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Liberty Global’s proxy statement for the 2017 annual general meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis section, the Summary Compensation Table and other related tables and disclosure.
7.
To approve, on an advisory, basis the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2016, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).
8.
To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2017.
9.
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).
10.
To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.
11.
To approve the form of agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in its capital and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2017 annual general meeting of shareholders.
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 6 regarding our named executive officer compensation as reported in the proxy statement, and resolution 7 regarding approving our U.K. statutory implementation report for the year ended December 31, 2016, the result of the vote for each 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 on each resolution as it values the opinions of our shareholders.
During the AGM, our board of directors will lay before our company our U.K. annual report and accounts for the year ended December 31, 2016, which report includes our statutory accounts, the U.K. Statutory Directors’ Report and the statutory Auditors’ Report for the year ended December 31, 2016.
All shareholders of Liberty Global are cordially invited to attend the AGM. All shareholders of record of Liberty Global as of 10:00 p.m. BST (5:00 p.m. Eastern time), on April 28, 2017, the record date for the AGM, are entitled to notice of the AGM or any adjournment thereof, but only shareholders of record of Liberty Global Class A ordinary shares, Liberty Global Class B ordinary shares, LiLAC Class A ordinary shares or LiLAC Class B ordinary shares (collectively, the voting shares) as of the record date are entitled to vote at the AGM or any adjournment thereof. The holders of our voting shares will vote together as a single class on each of the above resolutions. A list of shareholders entitled to vote at the AGM will be available at our offices at 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 U.S., for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM.
Your vote is important, regardless of the number of shares you own. To make sure your shares are represented at the AGM, please vote as soon as possible, whether or not you plan to attend the AGM. You may vote by proxy either over the internet or by requesting a proxy card to complete, sign and promptly return in the postage-paid envelope (if mailed in the U.S.).
If you vote via the internet, your vote must be received by 6:00 a.m. BST (1:00 a.m. Eastern time), on June 21, 2017. You may revoke your proxy in the manner described in the accompanying proxy statement.
By Order of the Board of Directors,
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Bryan H. Hall
Secretary
April 28, 2017


WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL GENERAL MEETING, PLEASE VOTE VIA THE INTERNET AS PROMPTLY AS POSSIBLE. ALTERNATIVELY, REQUEST A PAPER PROXY CARD TO COMPLETE, SIGN AND RETURN BY MAIL.













161 Hammersmith Road, London W6 8BS, United Kingdom, Registered in England Nr 8379990, www.libertyglobal.com



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
 
 
 
BOARD AND COMMITTEES OF THE BOARD
 
Board Meetings and Attendance
 
Committees of the Board
 
 
 
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 in 2018
 
Directors Whose Term Expires in 2019
 
 
 
MANAGEMENT OF LIBERTY GLOBAL
 
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 Table
 
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
 
2016 Compensation of Directors
 
 
 
RESOLUTION 5
 
Vote and Recommendation
 
 
 
RESOLUTION 6
 
Vote and Recommendation

i



 
 
 
RESOLUTION 7
 
Vote and Recommendation
 
 
 
RESOLUTIONS 8, 9 and 10
 
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
 
 
 
RESOLUTION 11
 
Vote and Recommendation
 
 
 
INCENTIVE PLANS
 
 
 
CERTAIN TRANSACTIONS
 
Certain Relationships
 
 
 
SHAREHOLDER RESOLUTIONS
 
 
 
SHAREHOLDER RIGHTS
 
 
 
FINANCIAL REPORTING STANDARDS
 
 
 
APPENDIX A: DIRECTORS’ REMUNERATION REPORT
 
Annual Statement of the Chairman of the Compensation Committee
 
Consideration of Shareholder Views
 
Directors’ Compensation Policy (to be effective on the date of the AGM)
 
Annual Compensation Report



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LIBERTY GLOBAL PLC
161 Hammersmith Road, London W6 8BS
United Kingdom
Registered in England Nr 8379990
_________________________________________________________
PROXY STATEMENT FOR THE
2017 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 28, 2017, of Liberty Global Class A ordinary shares, Liberty Global Class B ordinary shares, LiLAC Class A ordinary shares or LiLAC Class B ordinary shares, each with nominal value $0.01 per share, of Liberty Global plc, a public limited company organized under the laws of England and Wales (Liberty Global), in connection with our board of directors soliciting your proxy to vote at our 2017 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 made available to holders of our non-voting Liberty Global Class C ordinary shares and LiLAC Class C ordinary shares, each with nominal value $0.01 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 5, 2017. 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, 2016 (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.
Voting Matters and Board Recommendations
The board of directors recommend that the holders of our Liberty Global Class A shares, Liberty Global Class B shares, LiLAC Class A shares and LiLAC Class B shares (collectively, the voting shares) vote “FOR” each of the following resolutions:
1.
To elect Miranda Curtis as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
2.
To elect John W. Dick as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
3.
To elect JC Sparkman as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
4.
To elect David Wargo as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
5.
To approve the directors’ compensation policy contained in Appendix A of Liberty Global’s proxy statement for the 2017 annual general meeting of shareholders (in accordance with requirements applicable to U.K. companies) to be effective as of the date of the 2017 annual general meeting of shareholders.
6.
To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Liberty Global’s proxy statement for the 2017 annual general meeting of shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis section, the Summary Compensation Table and other related tables and disclosure.

1


7.
To approve, on an advisory, basis the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2016, contained in Appendix A of this proxy statement (in accordance with requirements applicable to U.K. companies).
8.
To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2017.
9.
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 Liberty Global).
10.
To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.
11.
To approve the form of agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in its capital and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2017 annual general meeting of shareholders.
No shareholder has proposed, in accordance with sections 100 through 103 of our articles of association, any additional resolutions to be brought before the AGM.
The AGM may be adjourned to another date, time or place for proper purposes, including for the purpose of soliciting additional proxies to vote on the resolutions.

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QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
The questions and answers below highlight only selected information about the AGM and how to vote your shares. You should read carefully the entire proxy statement, including the Appendix, before voting.
When and where is the AGM?
The AGM will be held at 3:30 p.m. BST (10:30 a.m. Eastern time), on June 21, 2017, at Broadgate West, 9 Appold Street, London EC2A 2AP, telephone number +44 (0)20 7655 5000.
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 28, 2017.
What is the purpose of the AGM?
The purpose of the AGM is to consider and vote on each of the resolutions listed in the Meeting Notice and more fully described in this proxy statement. The resolutions in the Meeting Notice are the only items to be acted upon at the AGM. In the event there is a resolution to adjourn or postpone the AGM, the officers designated as proxies will have discretion to vote on such resolution, unless the resolution is to adjourn or postpone the AGM for the purpose of soliciting additional proxies.
What are the requirements to elect the directors and approve each of the other resolutions?
You may cast your vote for or against resolutions 1 through 11 or abstain from voting your shares on one or more of these resolutions.
The affirmative vote of a simple majority of the votes cast by the holders of our voting shares voting together as a single class is required to approve each of 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 6 regarding the compensation of our named executive officers (NEOs) and resolution 7 regarding the annual report on the implementation of the directors’ compensation policy as reported in this proxy statement are advisory in nature. Accordingly, the outcome of these advisory votes 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 these resolutions.
How many votes do shareholders have at the AGM?
Only holders of record of our voting shares as of the record date are entitled to vote at our AGM. As of the most recent practicable date, April 24, 2017, we had outstanding and entitled to vote at the meeting 238,014,154 Liberty Global Class A shares,11,139,184 Liberty Global Class B shares, 49,664,202 LiLAC Class A shares and 1,946,579 LiLAC Class B shares. Our voting shares are our only voting ordinary shares and vote together as a single class on all matters. Each Liberty Global Class A share and LiLAC Class A share has one vote and each Liberty Global Class B share and LiLAC Class B share has ten votes on each matter on which holders of ordinary shares of such classes are entitled to vote at the AGM. The Liberty Global Class C shares and LiLAC Class C shares are non-voting, except where otherwise required by the Companies Act and our articles of association.
As of the most recent practicable date, April 24, 2017, we had 585 record holders of Liberty Global Class A shares, nine record holders of Liberty Global Class B shares, 325 record holders of LiLAC Class A shares and five record holders of LiLAC Class B shares. These amounts do not include the number of shareholders whose ordinary shares are held of record by banks, brokers or other nominees, but include each such institution as one holder.

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 21, 2017.
How do I vote my shares that are held in our 401(k) Plans?
If you hold Liberty Global Class A shares or LiLAC Class A shares through your account in the Liberty Global 401(k) Savings and Stock Ownership Plan (the 401(k) Plan), which plan is for employees of our subsidiary, Liberty Global, Inc. (LGI), or through your account in the Liberty Puerto Rico 401(k) Savings Plan, which is for employees of our subsidiary Liberty Cablevision of Puerto Rico, LLC, the trustees for each such plan are required to vote your Liberty Global Class A shares and LiLAC Class A shares as you specify. To allow sufficient time for the trustees to vote your Liberty Global Class A shares and LiLAC Class A shares, your voting instructions must be received by 10:00 p.m. BST (5:00 p.m. Eastern time) on June 16, 2017. To vote such shares, please follow the instructions provided by the trustee for each such plan.
What if I do not specify a choice for a resolution in my proxy?
All voting shares properly voted via the internet at or prior to 6:00 a.m. BST (1:00 a.m. Eastern time) on June 21, 2017, and all voting shares represented by properly executed paper proxies received prior to or at the AGM and, in each case, not revoked, will be voted in accordance with the instructions so provided. If you are a shareholder of record and no specific instructions are given, the voting shares represented by a properly executed proxy will be voted in favor of each of resolutions 1-11, as listed in the Meeting Notice.
If you are a beneficial owner, your broker, bank and other nominee may exercise discretion in voting on routine matters, but may not exercise discretion and vote on non-routine matters. Resolutions 8, 9 and 10 are considered routine and your broker, bank or other nominee may, at their discretion, vote on these resolutions without instructions from you. The remaining resolutions are considered non-routine matters and thus your broker, bank or other nominee may not vote on these resolutions without instructions from you.

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, 161 Hammersmith Road, London W6 8BS, 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 21, 2017. If your ordinary shares are held in the name of a bank, broker or other nominee, you should contact them to change your vote.
All voting shares that have been properly voted and not revoked will be voted at the AGM.
What are “broker non-votes” and how are they treated?
A broker non-vote occurs when ordinary shares held by a broker, bank or other nominee are represented at the meeting, but the nominee has not received voting instructions from the beneficial owner and does not have the discretion to direct the voting of the ordinary shares on a particular resolution. Ordinary shares represented by broker non-votes will be counted for purposes of determining whether there is a quorum at the meeting but will be deemed ordinary shares not entitled to vote and will not be included for purposes of determining the aggregate voting power and number of ordinary shares represented and entitled to vote on a particular matter.
Who may attend, and who may vote at, the AGM?
All shareholders of Liberty Global may attend the AGM. Only holders of record of our voting shares, as of 10:00 p.m. BST (5:00 p.m. Eastern time), on April 28, 2017, the “record date” for the AGM, are entitled to vote at the AGM or any adjournment thereof. Holders of Liberty Global Class C or LiLAC Class C shares will not be entitled to vote on any of the resolutions.
If you are a shareholder of record of our voting shares, you have the right to attend, speak and vote in person at the meeting. Any corporation which is a shareholder of record may by resolution of its directors authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy of such resolution at the AGM) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of Liberty Global. If you are a beneficial owner, you may also attend and speak at the meeting. You may not, however, vote your shares held in street name unless you obtain a “proxy” from your broker, bank or other nominee that holds the shares, which gives you the right to vote the shares at the 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 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202,United States, 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 voting shares outstanding and 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 persons as proxies for the AGM: Jeremy Evans, Michelle L. Keist 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.envisionreports.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 5, 2017.
A copy of our annual report on Form 10-K for the year ended December 31, 2016 (as amended), including our consolidated financial statements for the fiscal year ended December 31, 2016, and a copy of our U.K. Report and Accounts are available to all holders of our Liberty Global Class A and Class B shares and our LiLAC Class A and Class B shares entitled to vote at the meeting and to all holders of our Liberty Global Class C and LiLAC 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, vote once for each Internet Notice you receive.
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.envisionreports.com/LGP and follow the prompts. Once you sign up, you will no longer receive a printed copy of the notices, annual reports and proxy materials, unless you request them. You may suspend electronic delivery of the notices, annual reports and proxy materials at any time by contacting our transfer agent, Computershare, +1(888) 218-4391 if in the U.S. and +1(781) 575-3919 if outside the U.S.
If you are a beneficial owner, you may request electronic access by contacting your broker, bank, or other nominee.

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, is being sent to multiple shareholders in your household. We will promptly deliver a separate copy of the Internet Notice or proxy materials to you if you call, email or mail our Investor Relations Department, +1(303) 220-6600 or ir@libertyglobal.com or Liberty Global plc, attention: Investor Relations Department, 161 Hammersmith Road, London W6 8B6. If you prefer to receive separate copies of such documents in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee holder, or you may contact us at the above telephone number, email address or mailing address.
Who will pay for the cost of this proxy solicitation?
We will solicit the proxies and will pay the entire cost, if any, for such solicitation. Our directors, officers and employees may solicit proxies by mail, email, telephone or in person. These persons will receive no additional compensation for such services. We have also retained Innisfree M&A Incorporated to assist in the solicitation of proxies at a cost of $18,000, 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 ( NASDAQ) rules, as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of our board follows the Corporate Governance Rules of NASDAQ on the criteria for director independence. In addition, audit committee and compensation committee members must meet additional heightened independence criteria applicable to audit committee and compensation committee members under applicable NASDAQ and SEC requirements
In accordance with these criteria, our board of directors has determined that each of Andrew J. Cole, Miranda Curtis, John W. Dick, Paul A. Gould, Richard R. Green, David E. Rapley, Larry E. Romrell, JC Sparkman and David Wargo qualifies as an independent director of our company.
Board Leadership Structure
Our board of directors has the authority to determine whether the offices of chairman of the board and chief executive officer should be held by the same or different persons. Since June 2005, these offices have been divided between John C. Malone and Michael T. Fries, respectively, and our board believes that this division continues to be appropriate for our company and its shareholders. The separation of these two roles allows Mr. Fries, our chief executive officer and president (CEO), to focus his energies on actively directing the management of our global operations, including the development and execution of approved strategies and business plans, providing leadership to our executives and employees and representing our company to business partners, investors and the media. Our chairman of the board, 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, subject to oversight by our board of directors. Our board executes its risk oversight directly and through its committees. Our board receives regular briefings from and discussions with senior management and periodic in-depth sessions on specific topics. For certain risk topics as discussed below, a board committee will have initial responsibility for exercising this oversight role, with the chair of the relevant committee reporting to the full board.
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

8


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
Audit Committee. Our audit committee has oversight responsibility for the policies, processes and risks relating to our financial statements, financial reporting processes, auditing and information security and technology. The senior officer of our internal audit and compliance group reports to the audit committee and assists the committee with its review of relevant risks within its oversight responsibility and of our internal controls. Senior officers of our finance and accounting groups attend all regularly scheduled audit committee meetings and provide in-depth reports on specific risks, including changes in accounting rules, risks associated with liquidity, covenant compliance, currency and interest rate hedging positions and stability of counterparties. From time to time, the audit committee, with management, identifies and reviews other areas of risks related to Liberty Global’s operations, such as cyber security matters. The audit committee also receives reports on allegations received through our ethics compliance reporting process and the status of investigations into such allegations. Additional functions of the audit committee are described under Board and Committees of the Board —Audit Committee below.
Compensation Committee. Our compensation committee has oversight responsibility with respect to risks related to the design and implementation of compensation programs for senior management and equity performance-based awards. At least annually, our compensation committee considers the risks associated with our compensation policies and practices for both executive compensation and compensation generally. To assist the compensation committee in discharging this responsibility, our global human resources group provides reports on the design and administration of incentive programs and the safeguards in effect to avoid encouraging unnecessary or excessive risk taking. For the compensation committee’s report on its risk assessment of our compensation programs, see —Risk Assessment of Compensation Programs below.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee has oversight responsibility with respect to risks related to our governance, including board and director performance and governance guidelines.
Succession Planning Committee. Our succession planning committee has oversight responsibility for the risks related to succession planning for our CEO and other executive officers, as well as risks associated with a CEO absence. At least annually our succession planning committee evaluates a CEO candidate profile and qualifications that meets the leadership needs of Liberty Global.
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 for our country-level managing directors and chief financial officers in each of our operations. It also reviewed over 80 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 each operation and related entity-level controls. The scope and results of this review were presented to the compensation committee of our board.

9


Code of Business Conduct and Code of Ethics
We have adopted a code of business conduct that applies to all of our employees, directors and officers. In addition, we have adopted a code of ethics for our CEO and senior financial officers and the managing directors and senior financial officers at our operating companies, which constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act). Both codes are available on our website at www.libertyglobal.com.
Political Contributions
At the 2016 annual general meeting of shareholders (the 2016 AGM), we requested that our company and its subsidiaries generally and unconditionally be authorized, for the purposes of Part 14 of the Companies Act, to make or incur payments not to exceed $1.0 million in the aggregate for political donations (including donations to political organizations and political parties) and political expenditures. The shareholders approved this request, which applies for the period beginning on the date of the 2016 AGM and will expire on the date of the AGM. Pursuant to such approval and upon further approval of our board of directors, we contributed £500,000 to the campaign in the U.K. supporting a favorable vote to remain in the European Union. Except for that contribution, we did not make any other political contributions during 2016.
Notwithstanding the above authorization, 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 and other interested parties may send communications to our board of directors or to individual directors by mail addressed to the board of directors or to an individual director c/o Liberty Global plc, 161 Hammersmith Road, London W6 8BS, U.K. Attn: General Counsel. Communications from our shareholders will be forwarded to our directors on a timely basis.


10


BOARD AND COMMITTEES OF THE BOARD
Board Meetings and Attendance
During 2016, we had nine meetings of our full board of directors. Each director attended, either in person or telephonically, at least 75% of the total number of meetings of our board and each committee on which he or she served. The independent directors of Liberty Global held two executive sessions without the participation of management during 2016. Our board of directors encourages all members to attend each annual general meeting of our shareholders. For our 2016 AGM, nine of our board members attended in person or via tele-conference.
Information with respect to each of the current committees of our board of directors is provided below. Our board of directors has adopted a written charter for each of its committees, which are available on our website at www.libertyglobal.com.
The table below provides membership and meeting information for each of the board committees.
 
 
Audit
 
Compensation
 
Nominating & Corporate Governance
 
Succession Planning
Andrew J. Cole
 
 
 
l
 
l
 
 
Miranda Curtis
 
l
 
 
 
l
 
l
John W. Dick
 
l
 
 
 
l
 
 
Michael T. Fries
 
 
 
 
 
 
 
 
Paul A. Gould
 
Chair
 
 
 
l
 
l
Richard R. Green
 
 
 
 
 
l
 
 
John C. Malone
 
 
 
 
 
 
 
Chair
David E. Rapley
 
 
 
 
 
Chair
 
l
Larry E. Romrell
 
 
 
l
 
l
 
 
JC Sparkman
 
 
 
Chair
 
l
 
l
David Wargo
 
l
 
 
 
l
 
 
2016 Meetings
 
6
 
9
 
2
 
2
Committees of the Board
Audit Committee
A description of the audit committee members respective experiences is set forth under Resolutions 1, 2, 3 and 4 below. Our board of directors has determined that more than one member of the committee, including its chairman, Mr. Gould, qualifies as an “audit committee financial expert” under applicable SEC rules and regulations.
The audit committee reviews and monitors our corporate financial reporting and our internal and external audits. The audit committee’s functions include:
appointing and, if necessary, replacing our independent auditors;
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;

11


reviewing and discussing with management and our independent auditors issues regarding accounting principles, tax matters, effectiveness of internal controls, financial reporting, and regulatory and accounting initiatives;
reviewing quarterly earnings releases;
overseeing the maintenance of an internal audit function, discussing with our independent auditors, the internal auditor and our management, as appropriate, the internal audit function’s responsibilities, budget and staff, periodically reviewing with our independent auditors the results and findings of the internal audit function and coordinating with our management to ensure that the issues associated with such results and findings are addressed;
discussing with management financial risk exposure and risk management policies;
reviewing disclosures by our certifying officers on any significant deficiencies or material weaknesses in the design or operation of our internal controls and any fraud involving persons who have a significant role in our internal controls;
overseeing management’s processes and activities with respect to confirming compliance with applicable securities laws and SEC and NASDAQ rules relating to our accounting and financial reporting processes and the audit of our financial statements;
establishing procedures for the consideration of alleged violations of the code of business conduct and the code of ethics adopted by our board and for the reporting and disclosure of violations of or waivers under such codes;
establishing procedures for receipt, retention and treatment of allegations on accounting, internal accounting controls or audit matters; and
preparing a report for our annual proxy statement.
In addition to the foregoing, as provided in our corporate governance guidelines referenced above, the audit committee must review and approve any related party transaction in which an executive officer has a direct or indirect interest for which disclosure is required under SEC rules.
Compensation Committee
The compensation committee sets our overall compensation philosophy and overseas our executive compensation and benefits programs, policies and practices. The compensation committee’s functions include:
reviewing and approving annual and long-term performance goals and objectives for our CEO;
evaluating the performance of and determining the compensation for our CEO;
reviewing and approving the compensation of our executive officers and certain other executives, including any employment agreements;
reviewing and approving cash-based and equity-based compensation plans that are shareholder approved and awards granted thereunder where participants are executive officers and other members of senior management;
discussing with management the risk from our compensation program and policies; and
preparing a report for our annual proxy statement.
See Executive Officers and Directors Compensation—Compensation Discussion and Analysis below for a description of the responsibilities of the compensation committee on matters related to executive compensation and administration of the various incentive plans of our company for awards to employees.
The compensation committee has the authority to engage its own compensation consultants and other independent advisors. During 2016, the compensation committee did not retain any independent advisors for purposes of rendering advice on our executive compensation.

12


Compensation Committee Interlocks and Insider Participation. During 2016, 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.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee identifies and recommends persons as nominees to our board of directors, reviews from time to time our corporate governance guidelines and oversees the evaluation of our board of directors. Its duties include:
reviewing and recommending compensation for our independent directors and our chairman of the board, including equity-based awards;
developing criteria for board membership;
reviewing candidates recommended by shareholders for elections to the board; and
assessing director and candidate independence.
The nominating and corporate governance committee will consider candidates for director recommended by any shareholder, provided that such nominations are properly submitted. Eligible shareholders wishing to recommend a candidate for nomination as a director should send the recommendation in writing to the Nominating and Corporate Governance Committee, Liberty Global plc, 161 Hammersmith Road, London W6 8BS, United Kingdom, Attn: General Counsel. Shareholder recommendations must be made in accordance with our articles of association, as discussed under Shareholder Resolutions in this proxy statement, and contain the following information:
the proposing shareholder’s name and address and documentation indicating the number of ordinary shares beneficially owned by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;
the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;
a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board;
any other information that would be required under SEC rules in a proxy statement soliciting proxies for the election of the candidate as a director;
a representation as to whether the proposing shareholder intends to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;
a representation that the proposing shareholder intends to appear in person or by proxy at the annual general shareholders meeting at which the person named in such notice is to stand for election; and
a signed consent of the candidate to serve as a director, if nominated and elected.
In connection with its evaluation, the nominating and corporate governance committee may request additional information from the proposing shareholder and the candidate. The nominating and corporate governance committee has sole discretion to decide which individuals to recommend for nomination as directors.
To be nominated to serve as a director, a nominee need not meet any specific, minimum criteria; however, the nominating and corporate governance committee believes that nominees for director should possess the highest personal and professional ethics, integrity and values and should be committed to our long-term interests and the interests of our shareholders. When evaluating a potential director nominee, including one recommended by a shareholder, the nominating and corporate governance committee will take into account a number of factors, which may include the following:
independence from management; education and professional background; judgment, skill and reputation;
understanding of our business and the markets in which we operate;
expertise that is useful to us and complementary to the expertise of our other directors;

13


existing commitments to other businesses as a director, executive or owner;
personal conflicts of interest, if any; and
the size and composition of our existing board of directors.
The nominating and corporate governance committee does not have a formal policy on diversity. It does, however, consider whether the nominee has personal capabilities and qualifications that contribute to the overall diversity of our board. For this purpose, the committee construes diversity broadly to include a variety of perspectives, opinions, professional backgrounds and experiences.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the board of directors, it may recommend to our full board that candidate’s appointment or election.
Prior to nominating an incumbent director for re-election at an annual general meeting, the nominating and corporate governance committee considers, in addition to the foregoing criteria, the director’s past attendance at, and participation in, meetings of our board of directors and its committees and the director’s formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member.
Based on the foregoing considerations, the nominating and corporate governance committee determined to recommend Ms. Curtis and Messrs. Dick, Sparkman and Wargo for nomination for re-election to our board.
Succession Planning Committee
Our board of directors has established a succession planning committee to assist the full board in succession planning for our CEO. The responsibilities of the succession planning committee include the development of candidate profiles and qualifications, the identification and evaluation of potential internal 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.
Executive Committee
Our board of directors has established an executive committee pursuant to our articles of association, whose members are Michael T. Fries and John C. Malone, neither of whom is an independent director. 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).

14



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information, to the extent known by us or ascertainable from public filings, concerning our ordinary shares beneficially owned by each person or entity known by us to own more than 5% of any class of our outstanding voting shares.
Except as otherwise indicated in the notes to the table, the security ownership information is given as of April 1, 2017 and, in the case of percentage ownership information, is based upon (1) 245,251,020 Liberty Global Class A shares, (2) 11,139,184 Liberty Global Class B shares, (3) 619,616,607 Liberty Global Class C shares, (4) 49,933,886 LiLAC Class A shares, (5) 1,946,579 LiLAC Class B shares and (6) 120,649,645 LiLAC Class C shares, in each case, outstanding on that date. Beneficial ownership of our Liberty Global Class C shares and LiLAC Class C shares is set forth below only to the extent known by us or ascertainable from public filings. Our Liberty Global Class C shares and LiLAC Class C shares are, however, non-voting and, therefore, in the case of voting power, are not included.
Ordinary shares issuable on or within 60 days after April 1, 2017, upon exercise of options or share appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Also, for purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares and LiLAC Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares and LiLAC Class A shares, respectively, is reported as beneficial ownership of our Liberty Global Class B shares and LiLAC Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares and LiLAC Class A shares, as the case may be. The percentage of voting power is presented on an aggregate basis for each person or entity named below.
So far as is known to us, the persons indicated below have sole voting power with respect to the ordinary shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.
Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
John C. Malone
 
Liberty Global Class A
 
4,617,357

(1)(2)(3)
 
1.9
%
 
25.7
%
c/o Liberty Global plc
 
Liberty Global Class B
 
8,787,373

(4)(5)
 
78.9
%
 
 
161 Hammersmith Road
 
Liberty Global Class C
 
19,642,878

(1)(2)(3)(6)
 
3.2
%
 
 
London W6 8BS U.K.
 
LiLAC Class A
 
1,605,650

(1)(2)(3)
 
3.2
%
 
 
 
 
LiLAC Class B
 
1,535,757

(4)(5)
 
78.9
%
 
 
 
 
LiLAC Class C
 
5,481,263

(1)(2)(3)(6)
 
4.5
%
 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
Liberty Global Class A
 
2,012,345

(5)(7)(8)(9)
*

 
3.3
%
c/o Liberty Global plc
 
Liberty Global Class B
 
1,000,000

(5)
9.0
%
 
 
161 Hammersmith Road
 
Liberty Global Class C
 
5,418,388

(7)(8)(9)
*

 
 
London W6 8BS U.K.
 
LiLAC Class A
 
469,990

(7)(8)(9)
*

 
 
 
 
LiLAC Class B
 
175,867

(5)
9.0
%
 
 
 
 
LiLAC Class C
 
952,024

(7)(8)(9)
*

 
 
 
 
 
 
 
 
 
*
 
Robert R. Bennett
 
Liberty Global Class A
 
208

(10)
 
*

 
2.4
%
c/o Liberty Media Corporation
 
Liberty Global Class B
 
993,552

(10)
 
8.9
%
 
 
12300 Liberty Boulevard
 
LiLAC Class A
 
10

(10)
 
*

 
 
Englewood, CO 80112
 
LiLAC Class B
 
49,572

(10)
 
2.5
%
 
 
 
 
 
 
 
 
 
 
 
 

15


Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
Berkshire Hathaway Inc.
 
Liberty Global Class A
 
20,180,897

(11)
 
8.2
%
 
5.4
%
3555 Farnam Street
 
Liberty Global Class B
 

 
 

 
 
Omaha, NE 68131
 
LiLAC Class A
 
2,714,854

(12)
 
5.4
%
 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Dodge & Cox
 
Liberty Global Class A
 
16,146,387

(13)
 
6.6
%
 
5.0
%
555 California Street
 
Liberty Global Class B
 

 
 

 
 
40th Floor
 
LiLAC Class A
 
4,980,987

(13)
 
10.0
%
 
 
San Francisco, CA 94104
 
LiLAC Class B
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Genesis Asset Managers, LLP
 
Liberty Global Class A
 

 
 

 
1.8
%
Heritage Hall
 
Liberty Global Class B
 

 
 

 
 
Le Marchant Street
 
LiLAC Class A
 
7,817,504

(14)
 
15.7
%
 
 
St. Peter Port
 
LiLAC Class B
 

 
 

 
 
Guernsey GY1 4WY
 
 
 
 
 
 
 
 
 
Channel Islands
 
 
 
 
 
 
 
 
 
_______________
* Less than one percent.
(1)
Includes 124,808 Liberty Global Class A shares, 756,405 Liberty Global Class C shares, 29,641 LiLAC Class A shares and 151,785 LiLAC Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)
Includes 54,637 Liberty Global Class A shares, 116,598 Liberty Global Class C shares, 9,548 LiLAC Class A shares and 20,400 LiLAC Class C shares that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2017.
(3)
Includes 2,140,050 Liberty Global Class A shares, 4,736,253 Liberty Global Class C share, 859,555 LiLAC Class A shares and 2,042,742 LiLAC Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(4)
Includes 110,148 Liberty Global Class B shares and 19,249 LiLAC Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes 8,677,225 Liberty Global Class B shares, 7,117,225 Liberty Global Class C shares, 1,516,508 LiLAC Class B shares and 1,263,869 LiLAC Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).
(5)
Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares and LiLAC Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and LiLAC Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares and LiLAC Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(6)
Includes 2,200,000 Liberty Global Class C shares and 384,491 LiLAC Class C shares subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into 20 equal components of Liberty Global Class C shares and 20 substantially equal components of LiLAC Class C shares. The components mature on sequential trading days beginning on August 17, 2017 and ending on September 14, 2017.

16


(7)
Includes 1,462,555 Liberty Global Class A shares, 4,088,493 Liberty Global Class C shares, 255,592 LiLAC Class A shares and 714,609 LiLAC Class C shares that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2017.
(8)
Includes 1,977 Liberty Global Class A shares, 13,063 Liberty Global Class C shares, 345 LiLAC Class A shares and 2,283 LiLAC Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.
(9)
Includes 46,200 Liberty Global Class A shares, 283,360 Liberty Global Class C shares, 8,074 LiLAC Class A shares and 49,522 LiLAC Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust.
(10)
The number of Liberty Global Class A shares, Liberty Global Class B shares, LiLAC Class A shares and LiLAC Class B shares is based upon a Form 8.3 dated November 4, 2015, submitted by Mr. Bennett pursuant to the U.K. Takeover Code. Of the shares reported, the Schedule 13D/A shows Mr. Bennett and his spouse jointly owning 749,539 Liberty Global Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Liberty Global Class B shares. The shares reported do not reflect changes due to the LiLAC Distribution (defined below) on July 1, 2016.
(11)
The number of Liberty Global Class A shares is based upon the Schedule 13G for the year ended December 31, 2016, filed with the SEC on February 14, 2017, by Mr. Buffett on behalf of himself and Berkshire Hathaway Inc. (Berkshire), as well as on behalf of the following for the respected number of Liberty Global Class A shares indicated: National Indemnity Company (11,801,897), GEICO Corporation (11,801,897), Government Employees Insurance Corporation (9,188,677), GEICO Indemnity Company (2,613,220), The Buffalo New Drivers/Distributors Pension Plan (27,000), BNSF Master Retirement Plan (2,624,000), Lubrizol Master Trust Pension (340,000), The Buffalo News Mechanical Pension Plan (30,000), Flight Safety International Inc. Retirement Income Plan (340,000), Fruit of the Loom Pension Trust (100,000), GEICO Corporation Pension Plan Trust (950,000), Johns Manville Corporation Master Pension Trust (500,000), General Re Corporation Employment Retirement Trust (1,000,000), Dexter Pension Plan (235,000), Scott Fetzer Collective Investment Trust (400,000), ACME Brick Company Pension Trust (395,000), The Buffalo News Editorial Pension Plan (265,000), The Buffalo News Office Pension Plan (159,000), Justin Brands Inc. Pension Plan (200,000) and Precision Castparts Corp. Master Trust (814,000). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a parent holding company. National Insurance Company, Government Employees Insurance Company and GEICO Indemnity Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and investment power over the shares listed in the table.
(12)
The number of LiLAC Class A shares is based upon the Schedule 13G for the year ended December 31, 2016, filed with the SEC on February 14, 2017, by Mr. Buffett on behalf of himself and Berkshire, as well as on behalf of the following for the respected number of LiLAC Class A shares indicated: National Indemnity Company (1,625,185), GEICO Corporation (1,625,185), Government Employees Insurance Corporation (1,517,798), GEICO Indemnity Company (107,387), The Buffalo New Drivers/Distributors Pension Plan (4,718), BNSF Master Retirement Plan (368,829), Lubrizol Master Trust Pension (59,421), The Buffalo News Mechanical Pension Plan (5,243), Flight Safety International Inc. Retirement Income Plan (57,421), Fruit of the Loom Pension Trust (14,261), GEICO Corporation Pension Plan Trust (130,210), Johns Manville Corporation Master Pension Trust (79,884), General Re Corporation Employment Retirement Trust (124,768), Dexter Pension Plan (35,320), Scott Fetzer Collective Investment Trust (54,907), ACME Brick Company Pension Trust (54,133), The Buffalo News Editorial Pension Plan (46,313), The Buffalo News Office Pension Plan (27,788) and Justin Brands Inc. Pension Plan (26,453). Mr. Buffett (who may be deemed to control Berkshire), Berkshire and GEICO Corporation are each a parent holding company. National Insurance Company, Government Employees Insurance Company and GEICO Indemnity Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and investment power over the shares listed in the table.
(13)
The number of Liberty Global Class A shares and LiLAC Class A shares is based upon the respective Schedule 13Gs for the year ended December 31, 2016, filed for each class of ordinary shares with the SEC on February 14, 2017, by Dodge & Cox. Dodge & Cox is an investment advisor to various investment companies and managed accounts. Dodge & Cox has an interest in 15,970,087 of the Liberty Global Class A shares and in 3,896,557 of the LiLAC Class A shares reported in the table.
(14)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2016, filed with the SEC on January 6, 2017, by Genesis Asset Manager, LLP (GAM) on behalf of itself and its subsidiary Genesis Investment Management, LLP. GAM is an investment advisor to institutional investors and in-

17


house pooled funds for institutional advisors. The Schedule 13G/A reflects that GAM has sole voting power over 5,999,722 of the LiLAC Class A shares and sole dispositive power over all of the LiLAC Class A shares.

Security Ownership of Management
The following table sets forth information with respect to the beneficial ownership by each of our directors and each of our named executive officers as described below, and by all of our directors and executive officers as a group, of each class of our outstanding shares.
The security ownership information is given as of April 1, 2017 and, in the case of percentage ownership information, is based upon (1) 245,251,020 Liberty Global Class A shares, (2) 11,139,184 Liberty Global Class B shares, (3) 619,616,607 Liberty Global Class C shares, (4) 49,933,886 LiLAC Class A shares, (5) 1,946,579 LiLAC Class B shares and (6) 120,649,645 LiLAC Class C shares, in each case, outstanding on that date. Although beneficial ownership of our Liberty Global Class C shares and LiLAC Class C shares is set forth below, our Liberty Global Class C shares and LiLAC Class C shares are non-voting and, therefore, in the case of voting power, are not included. The percentage of voting power is presented on an aggregate basis for each person or group listed below.
Ordinary shares issuable on or within 60 days after April 1, 2017, upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares and LiLAC Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares and LiLAC Class A shares, respectively, is reported as beneficial ownership of our Liberty Global Class B shares and LiLAC Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares and LiLAC Class A shares, as the case may be.
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, 2017, for their respective accounts.
Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
John C. Malone
 
Liberty Global Class A
 
4,617,357

(1)(2)(3)(4)
 
1.9
%
 
25.7
%
Chairman of the Board
 
Liberty Global Class B
 
8,787,373

(5)(6)
 
78.9
%
 
 
 
 
Liberty Global Class C
 
19,642,878

(1)(2)(3)(4)(7)
 
3.2
%
 
 
 
 
LiLAC Class A
 
1,605,650

(3)(4)
 
3.2
%
 
 
 
 
LiLAC Class B
 
1,535,757

(5)(6)
 
78.9
%
 
 
 
 
LiLAC Class C
 
5,481,263

(1)(2)(3)(4)(7)
 
4.5
%
 
 
 
 
 
 
 
 
 
 
 
 
Andrew J. Cole
 
Liberty Global Class A
 
29,380

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
74,763

(4)(8)
 
*

 
 
 
 
LiLAC Class A
 
5,141

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
12,689

(4)(8)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Miranda Curtis
 
Liberty Global Class A
 
145,336

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
424,370

(4)
 
*

 
 
 
 
LiLAC Class A
 
25,330

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
73,961

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
John W. Dick
 
Liberty Global Class A
 
65,501

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
183,319

(4)
 
*

 
 

18


Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
 
 
LiLAC Class A
 
11,289

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
31,723

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
Liberty Global Class A
 
2,012,345

(3)(4)(9)(10)
 
*

 
3.3
%
Director, Chief Executive Officer & President
 
Liberty Global Class B
 
1,000,000

(6)
 
9.0
%
 
 
 
Liberty Global Class C
 
5,418,388

(3)(4)(9)(10)
 
*

 
 
 
 
LiLAC Class A
 
469,990

(3)(4)
 
*

 
 
 
 
LiLAC Class B
 
175,867

(6)
 
9.0
%
 
 
 
 
LiLAC Class C
 
952,024

(3)(4)(9)(10)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Paul A. Gould
 
Liberty Global Class A
 
244,419

(4)
 
*

 
*

Director
 
Liberty Global Class B
 
51,429

 
 
*

 
 
 
 
Liberty Global Class C
 
1,047,077

(4)
 
*

 
 
 
 
LiLAC Class A
 
93,203

(4)
 
*

 
 
 
 
LiLAC Class B
 
8,987

 
 
*

 
 
 
 
LiLAC Class C
 
184,485

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Richard R. Green
 
Liberty Global Class A
 
42,580

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
118,461

(4)
 
*

 
 
 
 
LiLAC Class A
 
7,405

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
20,633

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
David E. Rapley
 
Liberty Global Class A
 
18,138

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
60,271

(4)
 
*

 
 
 
 
LiLAC Class A
 
3,159

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
10,570

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Larry E. Romrell
 
Liberty Global Class A
 
37,545

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
86,233

(4)
 
*

 
 
 
 
LiLAC Class A
 
6,553

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
16,296

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
JC Sparkman
 
Liberty Global Class A
 
49,859

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
136,493

(4)
 
*

 
 
 
 
LiLAC Class A
 
8,703

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
23,864

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
David Wargo
 
Liberty Global Class A
 
70,975

(3)(4)(11)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
208,048

(3)(4)(11)
 
*

 
 
 
 
LiLAC Class A
 
12,369

(3)(4)(11)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
88,587

(3)(4)(11)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Charles H.R. Bracken
 
Liberty Global Class A
 
345,671

(4)
 
*

 
*

Executive Vice President & Chief Financial Officer
 
Liberty Global Class B
 

 
 

 
 
 
Liberty Global Class C
 
1,061,943

(4)
 
*

 
 

19


Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
 
 
LiLAC Class A
 
65,267

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
191,385

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Diederik Karsten
 
Liberty Global Class A
 
425,947

(4)
 
*

 
*

Executive Vice President & Chief Commercial Officer
 
Liberty Global Class B
 

 
 

 
 
 
Liberty Global Class C
 
1,183,734

(4)
 
*

 
 
 
 
LiLAC Class A
 
74,000

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
205,645

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Balan Nair
 
Liberty Global Class A
 
500,352

(3)(4)
 
*

 
*

Executive Vice President & Chief Technology and Innovation Officer
 
Liberty Global Class B
 

 
 

 
 
 
Liberty Global Class C
 
1,462,515

(3)(4)(9)
 
*

 
 
 
LiLAC Class A
 
87,627

(4)
 
*

 
 
 
 
LiLAC Class B
 

 
 

 
 
 
 
LiLAC Class C
 
255,629

(4)(9)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
All directors and executive officers as a group (15 persons)
 
Liberty Global Class A
 
8,952,445

(12)(13)
 
3.6
%
 
29.6
%
 
Liberty Global Class B
 
9,838,802

(12)
 
88.3
%
 
 
 
 
Liberty Global Class C
 
32,080,333

(12)(13)
 
5.1
%
 
 
 
 
LiLAC Class A
 
2,577,164

(12)(13)
 
5.1
%
 
 
 
 
LiLAC Class B
 
1,720,611

(12)
 
88.4
%
 
 
 
 
LiLAC Class C
 
7,724,617

(12)(13)
 
6.3
%
 
 
_______________
*    Less than one percent.
(1)
Includes 124,808 Liberty Global Class A shares, 756,405 Liberty Global Class C shares, 29,641 LiLAC Class A shares and 151,785 LiLAC Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)
Includes 2,140,050 Liberty Global Class A shares, 4,736,253 Liberty Global Class C share, 859,555 LiLAC Class A shares and 2,042,742 LiLAC Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(3)
Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:
 
 
No. of Shares Pledged
 
 
Owner
 
Liberty Global Class A
 
Liberty Global Class C
 
LiLAC Class A
 
LiLAC Class B
 
LiLAC Class C
 
Entity Holding the Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
John C. Malone
 
1,345,685

 
3,506,202

 
540,496

 

 
1,406,473

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

 
1,210,195

 
166,410

 

 
211,503

 
Fidelity Brokerage Services, LLC
Michael T. Fries
 
146,327

 
805,340

 
64,513

 
1,100

 
100,481

 
Morgan Stanley Inc.
J. David Wargo
 
24,925

 
74,652

 
4,331

 

 
37,997

 
Fidelity Brokerage Services, LLC
Balan Nair
 
56,502

 
289,481

 

 

 

 
UBS Financial Services, Inc.

(4)
Exercisable as of, or will be exercisable within 60 days of, April 1, 2017, as follows:

20


Owner
 
Liberty Global
Class A
 
Liberty Global
Class C
 
LiLAC
Class A
 
LiLAC
Class C
 
 
 
 
 
 
 
 
 
John C. Malone
 
54,637

 
116,598

 
9,548

 
20,400

Andrew J. Cole
 
9,879

 
25,034

 
1,723

 
4,369

Miranda Curtis
 
15,865

 
43,133

 
2,767

 
7,526

John W. Dick
 
47,368

 
137,214

 
8,270

 
23,963

Michael T. Fries
 
1,462,555

 
4,088,493

 
255,592

 
714,609

Paul A. Gould
 
35,390

 
101,447

 
6,178

 
17,714

Richard R. Green
 
36,865

 
105,856

 
6,435

 
18,484

David E. Rapley
 
14,774

 
42,491

 
2,574

 
7,413

Larry E. Romrell
 
13,057

 
34,717

 
2,275

 
6,056

JC Sparkman
 
38,019

 
111,910

 
6,636

 
19,542

J. David Wargo
 
45,892

 
132,808

 
8,012

 
23,194

Charles H.R. Bracken
 
339,947

 
1,050,495

 
61,513

 
183,614

Diederik Karsten
 
382,083

 
1,050,495

 
66,770

 
183,614

Balan Nair
 
408,850

 
1,130,432

 
71,447

 
197,582


(5)
Includes 110,148 Liberty Global Class B shares and 19,249 LiLAC Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes 8,677,225 Liberty Global Class B shares, 7,117,225 Liberty Global Class C shares, 1,516,508 LiLAC Class B shares and 1,263,869 LiLAC Class C shares held by the Malone Trust.
(6)
Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares and LiLAC Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and LiLAC Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares and LiLAC Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(7)
Includes 2,200,000 Liberty Global Class C shares and 384,491 LiLAC Class C shares subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into 20 equal components each of Liberty Global Class C shares and 20 substantially equal components each of LiLAC Class C shares. The components mature on sequential trading days beginning on August 17, 2017 and ending on September 14, 2017.
(8)
Includes 32 Liberty Global Class C shares and three LiLAC Class C shares held by Mr. Cole’s minor daughter.
(9)
Includes shares held in the 401(k) Plan as follows:
Owner
 
Liberty Global
Class A
 
Liberty Global
Class C
 
LiLAC
Class A
 
LiLAC
Class C
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
1,977

 
13,063

 
345

 
2,283

Balan Nair
 

 
7,073

 

 
1,139


(10)
Includes 46,200 Liberty Global Class A shares, 283,360 Liberty Global Class C shares, 8,074 LiLAC Class A shares and 49,522 LiLAC Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust.
(11)
Includes 158 Liberty Global Class A shares, 556 Liberty Global Class C shares, 26 LiLAC Class A shares and 26,095 LiLAC Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed

21


beneficial ownership. Also includes 32 Liberty Global Class C shares and 1,004 LiLAC Class C share held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.
(12)
Includes 171,166 Liberty Global Class A shares, 110,148 Liberty Global Class B shares, 1,040,353 Liberty Global Class C shares, 37,741 LiLAC Class A shares, 19,249 LiLAC Class B shares and 228,406 LiLAC 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.
(13)
Includes 3,217,725 Liberty Global Class A shares, 9,032,036 Liberty Global Class C shares, 576,722 LiLAC Class A shares and 1,578,558 LiLAC Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable or vest within 60 days of, April 1, 2017; 1,977 Liberty Global Class A shares, 22,634 Liberty Global Class C shares, 345 LiLAC Class A shares and 3,767 LiLAC Class C shares held by the 401(k) Plan; and 2,669,007 Liberty Global Class A shares, 6,719,117 Liberty Global Class C shares, 808,282 LiLAC Class A shares, 1,100 LiLAC Class B shares and 1,952,315 LiLAC 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, 2016, our executive officers, directors and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them, except the following were not timely filed: a Form 4 reporting the exercise of stock options and the partial sale of the shares acquired on exercise by Mr. Gould and a Form 4 reporting a purchase of shares by Mr. Cole’s minor daughter.

22


RESOLUTIONS 1, 2, 3 and 4
1.
To elect Miranda Curtis as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
2.
To elect John W. Dick as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
3.
To elect JC Sparkman as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
4.
To elect David Wargo as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2020.
Our board of directors currently consists of 11 directors, divided among three classes. Directors in each class serve staggered three-year terms. Our Class I directors, whose term will expire at the AGM, are Miranda Curtis, John W. Dick, JC Sparkman and J. David Wargo. These directors are nominated for re-election to our board to continue to serve as Class I 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 I directors who are elected at the AGM will expire at the annual general meeting of our shareholders in the year 2020. Our Class II directors, whose term will expire at the annual general meeting of our shareholders in the year 2018, are Michael T. Fries, Paul A. Gould, John C. Malone and Larry E. Romrell. Our Class III directors, whose term will expire at the annual general meeting of our shareholders in the year 2019, are Andrew J. Cole, Richard R. Green and David E. Rapley.
If any nominee should decline re-election or should become unable to serve as a director of our company for any reason before re-election, a substitute nominee may be designated by our board of directors.
We provide below biographical information with respect to the four nominees for election as directors and the seven directors of our company whose term of office will continue after the AGM, including the age of each person, the positions with our company or principal occupation of each person, individual skills and experiences, certain other directorships held and the year each person became a director of our company. The number of our ordinary shares beneficially owned by each director, as of April 1, 2017, is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management—Security Ownership of Management. As indicated in the biographies, our board believes the skills and experiences of each of our nominees, as well as our other directors, qualify them to serve as one of our directors.
Vote and Recommendation
We have majority voting for the election of directors. When a quorum is present, the affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to elect Ms. Curtis and Messrs. Dick, Sparkman and Wargo as Class I 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.

23


Nominees for Election of Directors
Name & Positions
 
Experience
 
 
 
Miranda Curtis                           
Age: 61
Director since: June 2010
Public Company Directorships:
Marks & Spencer plc
(since February 2012)

 
Ms. Curtis has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of our predecessor LGI and its predecessor where she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecommunications Co. Ltd. (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.
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                        
Age: 79
Director Since: June 2005
Public Company Directorships:
Austar United Communications Ltd. (2002 to May 2012)                
Other Positions:
O3B Networks Ltd. (Chair October 2007 to August 2016)

 
Mr. Dick has over 40 years of experience as a founder, director and chairman of public and private companies in a variety of industries, including real estate, automotive, telecommunications, oil exploration and international shipping based in a number of countries and regions, including the U.S., Canada, Europe, Australia, Russia, China and Africa. Mr. Dick 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.
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                         
Age: 84
Director since: June 2005
Public Company Directorships:
Shaw Communications Inc. (since 1994)
Universal Electronics Inc. (since 1998)

 
Mr. Sparkman has over 30 years of experience in the cable television industry, including over 26 years at Telecommunications Inc. (TCI). At TCI he was responsible for 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. He was executive vice president and chief operating officer of TCI for eight years until his retirement in 1995. 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.
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.

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Name & Positions
 
Experience
J. David Wargo
Age: 63
Director since: June 2005
Public Company Directorships:
Strayer Education, Inc. (since March 2001)
Discovery Communications, Inc. (since September 2008)
Liberty Trip Advisor Holdings, Inc. (since August 2014)
Liberty Broadband Corporation (since March 2015)

 
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.
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.
Directors Whose Term Expires in 2018
Name & Positions
 
Experience
 
 
 
Michael T. Fries                           
Age: 54
Director since: June 2005
Public Company Directorships:
Lions Gate Entertainment Corp. (since November 2015)
Grupo Televisa S.A.B. (since April 2015)
Austar United Communications Ltd. (1999 to May 2012)
Other Positions:
Cablelabs®
The Cable Center
Telecom Governor of World Economic Forum


 
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 UnitedGlobalCom Inc.’s (UGC) predecessor in 1990 shortly after its formation. Mr. Fries held various executive positions at UGC, including president of the Asia/Pacific division where he 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 and one of our subsidiaries. He became chief executive officer of UGC in 2004. As an executive officer of UGC, he oversaw its growth into a leading international broadband communications provider and was instrumental in the negotiation and management of the transactions with Liberty Interactive Corporation (then known as Liberty Media Corporation) and LGI International Inc. that led up to and culminated in the formation of our predecessor LGI.
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
Age: 71
Director since: June 2005
Public Company Directorships:
Ampco-Pittsburgh Corp. (since 2002)
Discovery Communications Inc. (since September 2008)
Other Positions:
O3B Networks Ltd. (October 2007 to August 2016)
International Monetary Fund (Advisory Committee)


 
Mr. Gould has over 40 years of experience in the investment banking industry. He is a managing director of Allen & Company, LLC, a position that he has held for more than the last five years, and is a senior member of Allen & Company’s mergers and acquisitions advisory practice. In that capacity, he has served as a financial advisor to many Fortune 500 companies, principally in the media and entertainment industries. Mr. Gould joined Allen & Company in 1972. In 1975, he established Allen Investment Management, which manages capital for endowments, pension funds and family offices.
Mr. Gould’s extensive background in investment banking and as a public company board member and his particular knowledge and experience as a financial advisor for mergers and acquisitions and in accounting, finance and capital markets contribute to our board’s evaluation of acquisition, divestiture and financing opportunities and strategies and consideration of our capital structure, budgets and business plans, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.

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Name & Positions
 
Experience
 
 
 
John C. Malone
Age: 76
Director since: June 2005
Public Company Directorships:
Liberty Media Corporation (Chair since August 2011)
Liberty Interactive Corporation (Chair since 1994)
Discovery Communications, Inc. (since September 2008)
Liberty Broadband Corporation (Chair since November 2014)
Charter Communications, Inc. (since May 2013)
Expedia, Inc. (since December 2012 & August 2005 to November 2012)
Lions Gate Entertainment Corp (since March 2015)
Liberty Expedia Holdings, Inc. (Chair since September 2016)
Liberty Trip Advisor Holdings, Inc. (August 2014 to June 2015)
Sirius XM Radio, Inc. (April 2009 to May 2013)
Ascent Capitol Group Inc. (January 2010 to September 2012)
Other Positions:
CableLabs® (Chairman Emeritus)
The Cable Center (honorary board member)

 
Mr. Malone is an experienced business executive, having served as the chief executive officer of TCI for over 25 years until its acquisition by AT&T Corporation in 1999. During that period, he successfully led TCI as it grew through acquisitions and construction into the largest multiple cable system operator in the U.S., invested in and nurtured the development of unique cable television programming, including the Discovery Channel, QVC and Starz/Encore, expanded through joint ventures into international cable operations in the U.K. (Telewest Communications plc), Japan (J:COM) and other countries, and invested in new technologies, including high speed internet, alternative telephony providers, wireless personal communications services and direct-to-home satellite.
Mr. Malone’s proven business acumen as a long time chief executive of large, complex organizations and his extensive knowledge and experience in the cable television, telecommunications, media and programming industries are a valuable resource to our board in evaluating the challenges and opportunities of our global business and our strategic planning and strengthen our board’s collective qualifications, skills and attributes.

Larry E. Romrell
Age: 77
Director since: June 2005
Public Company Directorships:
Liberty Media Corporation (since September 2011)
Liberty Interactive Corporation (since December 2011)
Liberty Trip Advisor Holdings, Inc. (since August 2014)

 
Mr. Romrell has over 30 years of experience in the telecommunications industry. He was an executive vice president of TCI from January 1994 to March 1999, when it was acquired by AT&T Corporation, and a senior vice president of TCI from 1991 to 1994. Prior to becoming an executive officer at TCI, Mr. Romrell held various executive positions at WestMarc Communications, Inc. for almost 20 years.
Mr. Romrell’s extensive business background and his particular knowledge and experience in telecommunications technology and board practices of other public companies contribute to our board’s consideration of operational and technological developments and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.



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Directors Whose Term Expires in 2019
Name & Positions
 
Experience
 
 
 
Andrew J. Cole
Age: 50
Director since: June 2013
Public Company Directorships:
Virgin Media Inc. (July 2008 to June 2013)
Other Positions:
Arundel Capital (director)

 
Mr. Cole has served as the chief executive officer of Glow Financial Services Ltd., a private U.K. company, since July 2014. Glow Financial Services is a full service provider of handset and home device financing for wireless carriers and cable companies. Until July 2014, he was the chief executive director of the European division of Asurion Corp., a private entity. He assumed that role in May 2009, after serving as chief marketing officer and senior vice president at Asurion Corp. from April 2007. Asurion Corp. is the world’s largest technology protection company. Mr. Cole has over 20 years of experience working in the telecommunications and media industry with a particular depth of experience in the mobile sector. He has consulted with Orange, Google, Apple, Verizon, Slovakia Telecom and others when he was president of CSMG Advents, a strategic consultancy firm that focused on the telecommunications media and entertainment markets, from October 2005 to April 2007.
Mr. Cole’s extensive background in the telecommunication and media industry and his particular knowledge and experience in the mobile sector as well as his expertise in marketing and strategy contributes to our board’s evaluation of our mobile business and acquisition and divestiture opportunities and strategies and our capital structure and strengthens our board’s collective qualifications, skills and attributes.

Richard R. Green
Age: 79
Director since: December 2008
Public Company Directorships:
Shaw Communications Inc. (since July 2010)
Liberty Broadband Corporation (since November 2014)
Other Positions:
The Cable Center (honorary board member)
Federal Communications Commission’s Technical Advisory Council (member)


 
For over 20 years, Mr. Green served as president and chief executive officer of Cable Television Laboratories, Inc., a non-profit cable television industry research and development consortium (CableLabs®) before retiring in December 2009. While at CableLabs®, Mr. Green oversaw the development of DOCSIS technology, the establishment of common specifications for digital voice and the deployment of interactive television, among other technologies for the cable industry. Prior to joining CableLabs®, he was a senior vice president at PBS (1984 – 1988), where he was instrumental in establishing PBS as a leader in high definition television and digital audio transmission technology, and served as a director of CBS’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. Currently, Mr. Green is a professor and the director of the Center for Technology Innovation at the University of Denver.
Mr. Green’s extensive professional and executive background and his particular knowledge and experience in the complex and rapidly changing field of technology for broadband communications services contribute to our board’s evaluation of technological initiatives and challenges and strengthen our board’s collective qualifications, skills and attributes.

David E. Rapley
Age: 75
Director since: June 2005
Public Company Directorships:
Liberty Media Corporation (since September 2011)
Liberty Interactive Corporation (since July 2002)
Other positions:
Merrick & Co. (director 2006 to June 2013)

 
Mr. Rapley has over 30 years of experience as a founder, executive, manager and director of various engineering firms. He founded Rapley Engineering in 1985 and, as its president and chief executive officer, oversaw its development into a full service engineering firm at the time of its sale to VECO Corporation (VECO) in 1998. Following the sale, Mr. Rapley served as executive vice president, Engineering of VECO, an Alaska-based firm providing engineering, design, construction and project management services to the energy, chemical and process industries domestically and internationally, until his retirement in December 2001. Mr. Rapley has authored technical papers on engineering processes and computer systems.
Mr. Rapley’s significant professional and business background as an engineer, entrepreneur and executive contributes to our board’s consideration of technological initiatives and challenges and strengthens our board’s collective qualifications, skills and attributes.



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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, 50
 
Executive Vice President since January 2012 and Chief Financial Officer since January 2017, having previously been Co-Chief 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 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).
Michael T. Fries, 54
 
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—Directors Whose Term Expires in 2018.
Bryan H. Hall, 54
 
Executive Vice President, General Counsel and Secretary since January 2012. In addition, he is an officer and director of several of our subsidiaries. Prior to joining Liberty Global, Mr. Hall served as secretary and general counsel of Virgin Media Inc. (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. Before joining Virgin Media, 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, 60
 
Executive Vice President and Chief Commercial Officer since August 2015. From January 2012 until August 2015, he held the position of Executive Vice President, European Broadband Division. 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. Mr. Karsten is a director of Telenet.
Balan Nair, 50
 
Executive Vice President since 2012 and Chief Technology and Innovation Officer since April 2016, having previously held the position of 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. 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 these capacities until their respective successors have been duly elected and have been qualified or until their earlier death, resignation, disqualification or removal from office. There are no family relationships between any of our directors and executive officers, by blood, marriage or adoption.

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Involvement in Certain Proceedings
During the past 10 years, none of our directors or executive officers were 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 DIRECTORS COMPENSATION
We are an international provider of video, broadband internet, fixed-line telephony and mobile services, serving 24.7 million customers in over 30 countries at December 31, 2016. These customers subscribed to 50.2 million services, consisting of 20.2 million video, 16.4 million broadband internet and 13.6 million telephony subscriptions. In addition, we had approximately 10.3 million mobile subscribers at December 31, 2016. 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.
Our operations are attributed to either our “Liberty Global Group” or our “LiLAC Group”. The Liberty Global Group includes our operations in Europe, including our interest in the joint venture VodafoneZiggo Group Holding B.V. (the VodafoneZiggo joint venture). The LiLAC Group includes our operations in Chile and Puerto Rico and our Cable & Wireless Communications Limited (CWC) operations primarily in the Caribbean and Latin America, including sub-sea and terrestrial fiber optic cable networks connecting over 30 markets throughout the region.

In this section, we provide an overview of our compensation process and philosophy, and describe how our executive compensation packages are designed, including greater detail on individual elements of the packages. We also provide detail on the performance of our most recent executive compensation awards and historical context on key decisions and changes that were made with respect to our executives’ compensation packages and other compensation-related matters.

Compensation information is provided for our NEOs – Michael T. Fries, our CEO and also a member of our board of directors; Charles H.R. Bracken, our principal financial officer; and our three other most highly compensated executive officers at the end of 2016: Bernard G. Dvorak, our former principal accounting officer (who retired on January 1, 2017), Diederik Karsten, our chief commercial officer, and Balan Nair, our chief technology and innovation officer. 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 directors’ remuneration report). 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. Pursuant to the foregoing respective regulations, we are presenting at this AGM for a vote of our shareholders: our compensation policy for our directors, the 2016 compensation paid to our directors and the compensation policy for our NEOs.

Following the completion of Liberty Global’s acquisition of CWC in May 2016, we attributed CWC to the LiLAC Group, with the Liberty Global Group being granted an inter-group interest in the LiLAC Group representing the fair value (as determined by our board of directors) of the Liberty Global ordinary shares issued as part of the purchase consideration. On July 1, 2016, we distributed (as a bonus issue) 117,430,965 LiLAC ordinary shares to Liberty Global Group shareholders on a pro rata basis (the LiLAC Distribution), thereby eliminating the Liberty Global Group’s inter-group interest in the LiLAC Group. Information presented herein with respect to equity awards granted prior to July 1, 2016, has been adjusted to give effect to modifications implemented by the compensation committee in connection with the LiLAC Distribution.

Executive Summary
Our compensation program plays a key role in promoting our company’s operating and financial success and provides incentives for our management team to execute our financial and operational goals.
The primary goals of our executive compensation program are to:

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motivate our executives to maximize their contributions to the success of our company;
attract and retain the best leaders for our business; and
align executives’ interests to create shareholder value.

Highlights—Liberty Global delivered strong operational and financial results in 2016
Our 2016 business and financial highlights for the Liberty Global Group and the LiLAC Group included the highlights listed below. For information regarding rebased growth, operating cash flow (OCF) and adjusted free cash flow calculations, including required reconciliations, please see our February 15, 2017 earnings release for the year ended December 31, 2016, as amended.
Liberty Global Group Operations
ü
Met 2016 financial guidance for rebased OCF and adjusted free cash flow
Kept indirect costs relatively flat year-over-year
ü
Successful completion of the VodafoneZiggo joint venture
ü
Organic revenue generating unit net additions of 946,000 for the year, up 24% year-over-year
Reduced video subscriber attrition by over 30% from 2015
Broadband additions up 12% versus 2015
ü
Added 400,000 organic postpaid mobile subscribers in 2016
ü
Continued investment in cutting edge technologies and product innovation
Horizon TV is available across Europe and expanded the availability of Replay TV, Netflix & Connect Boxes
Launched our new 4K cloud-based set-top boxes and 4G mobile service in the U.K.
ü
Built 1.3 million new premises in Europe
ü
Over $6 billion of liquidity (based on pro forma close of VodafoneZiggo joint venture), with over 85% of the maturity dates on our debt due after 2020

LiLAC Group Operations
ü
Completed the acquisition of CWC, a telecommunications operator in the Caribbean and Latin America; integration on track; new strategy and management team established
ü
Gained nearly 100,000 organic revenue generating units in 2016, powered by strong broadband additions
Added 47,000 organic mobile subscribers
ü
Completed 350,000 new build and upgraded premises
ü
Continued investment in cutting edge technologies and product innovation
Launched next-generation WiFi Connect Boxes in Chile and Puerto Rico
CWC’s Flow Sports offering boosted by Premier League rights
Increased broadband speeds in Chile and Puerto Rico
ü
$1.5 billion of liquidity, with over 90% of the maturity dates on our debt due after 2020

Compensation Structure—Pay for Performance
We believe that our executive compensation program plays a key role in our operating and financial success. We place great importance on our ability to attract, retain and motivate talented executives who can continue to grow our business. Each

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of our NEOs received equity awards in 2016 based on our company’s financial and operational performance and their individual achievements during 2015 and 2016. Each of our NEOs also received an annual cash performance award based on our company’s and their individual performance in 2016. These awards reflect the direct link between financial and operational success and compensation under our executive compensation program. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executives’ proven performance, and a determination of what is competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation program to strengthen the link between executive and shareholder interests.
Compensation Discussion and Analysis
Overview of Compensation Process
The compensation committee of our board of directors was established for the purposes of assisting our board in discharging its duties with respect to compensation of our executive officers and the administration of our incentive plans. 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)).
Compensation decisions with respect to our executive officers, including our NEOs, are made by our compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our 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. Decisions with respect to our CEO’s compensation are made in private sessions of the committee without the presence of management.
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 may 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 annual general meeting, shareholders representing a majority of our shares entitled to vote and present at such meeting approved, on an advisory basis, the compensation of our NEOs, as disclosed in the proxy statement for such meeting. As a result of that vote, the compensation committee did not implement significant changes in the overall executive compensation program. The compensation of our NEOs is again being presented for an advisory vote of our shareholders at this AGM.
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 appropriately compensate him for his outstanding performance and our company’s success under his leadership.
The compensation committee has the authority under its charter to engage its own compensation consultants and other independent advisers. In 2016, the compensation committee did not retain any consultants or advisors. Because there were no material changes in compensation structure for NEOs in 2016, it did not expressly consider any specific comparator data in connection with its evaluation of the compensation of our NEOs for 2016. The compensation committee does not target compensation levels at any particular percentile of a comparator group.

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Compensation Philosophy and Goals
The compensation committee has three primary objectives with respect to executive compensation—motivation, retention and long-term value creation for our shareholders.
ü    Motivate our executives to maximize their contributions
Establish a mix of financial and operational 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
Pay for performance that meets or exceeds the established objectives
ü    Attract and retain superior employees
Offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent
Include vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards are subject to forfeiture
ü    Align executives’ interest with shareholders
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
Require our executive officers to achieve and maintain significant levels of share ownership, further linking our executives’ personal net worth to long-term share price appreciation for our shareholders
Our performance-based compensation programs provide for the opportunity to reward the NEOs and other senior management for contributing to annual and long-term financial, operational, and share price performance. A high percentage of the NEOs’ total compensation is performance-based, with a significant portion of total compensation delivered in the form of multi-year performance-based equity incentive awards. The following chart shows the percentage of the average of the NEOs’ 2016 target total compensation that is allocable to base salary, target annual cash performance award and target multi-year performance-based equity incentive awards consisting of performance-based restricted share units (PSUs) and SARs.

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2016 Total Direct Compensation Opportunity for NEOs
psus.jpg
In approving the level of each compensation element for our executive officers each year, the compensation committee considers a number of factors, including:

the responsibilities assumed by the individual executive and the significance of his role to achievement of our financial, strategic and operational objectives;
the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance;
from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and
retention risks at specific points in time with respect to individual executives.

Setting Executive Compensation
To achieve these compensation objectives, the compensation packages provided to members of our senior management, including our NEOs, include three main components: base salary, annual 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 (as defined below). Consistent with past practice, the three main components of compensation were also made available during 2016 to approximately 1,500 employees in the U.S., Europe, Latin America and the Caribbean. 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.
Elements of Our Compensation Packages
The implementation of our compensation approachgenerally and for 2016 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.

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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. In 2014, the salaries for our non U.S.-based NEOs were established based on a budgeted exchange rate for a base salary of $1,000,000 and all adjustments are based on that converted amount. Generally, decisions with respect to increases in base salaries are based on increased responsibilities, company-wide budgets and increases in the cost of living.
2016 Base Salaries. In March 2016, our compensation committee accepted our CEO’s recommendation that none of our senior executive officers, including our NEOs, receive an increase in base salary due to management’s decision to concentrate and focus annual salary increases at the lower levels of the company. For 2016, our budget authorized base salary increases for our U.S. and corporate-level European employees of 1.18% in the aggregate. Only positions below managing director or equivalent were eligible to receive a 2016 annual salary increase.
2017 Base Salaries. For 2017, our compensation committee approved a 2.0% increase in the base salaries for each of our NEOs, except for our chief financial officer, resulting in a base salary of $2,090,000 for our CEO, $1,046,000 for Mr. Nair, a U.S.-based NEO, and €823,000 for Mr. Karsten, our Netherlands-based NEO. For Mr. Bracken, our compensation committee increased his base salary to £820,000 from £683,000 to reflect his increased responsibilities for the company’s finance function, including commercial finance, accounting and financial reporting, investor relations, procurement and treasury matters. Except for Mr. Bracken, these increases were in-line with the budget authorization of 2.0% 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 2017 salary increases for our corporate employees, including our NEOs, became effective on April 1, 2017.
Annual Cash Performance Awards
General. Annual cash performance awards granted pursuant to the Liberty Global 2014 Incentive Plan (as amended and restated effective February 24, 2015) (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 (APR) 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 the individual performance goals for our CEO for the coming year.
Design of 2016 Annual Award Program. In approving the 2016 annual cash performance award program (the 2016 Annual Award Program) the compensation committee modified the general design of the 2016 Annual Award Program from previous years’ awards. As described below, the 2016 Annual Award Program had three operational performance metrics. The compensation committee expanded the metrics for the annual cash performance awards to ensure that management would be focused on a variety of key performance metrics, including a customer services metric which is in line with our Liberty GO program. See —Equity Incentive AwardsLiberty GO, for a description of this program. The 2016 target achievable performance awards were at $2.5 million for each of our NEOs, other than Mr. Fries. As provided in Mr. Fries’ employment agreement, his target achievable award was $9.0 million.
The key elements of the 2016 Annual Award Program were:
Each participant’s target achievable performance award was based on achievement against three performance metrics, including two equally weighted financial performance metrics:

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2016 budgeted revenue growth on a consolidated basis and, if applicable, operating unit basis (40%);
2016 budgeted OCF growth on a consolidated basis and, if applicable, operating unit basis (40%); and
target average customer relationship net promoter score (rNPS) on a consolidated basis, and if applicable, operating unit basis (20%).
Based on the achievement of these financial and operational performance metrics, a payout of up to 150% of the target bonus amount was available for over-performance against budget or target.
Each participant’s 2016 individual APR served as a multiplier on the overall bonus payout (0 to 1.5x), which could increase the 2016 annual cash performance award to up to 225% of the participant’s target bonus.
The base performance objective for our NEOs required that either 40% of 2016 consolidated budgeted revenue growth or 40% of 2016 consolidated budgeted OCF growth be achieved.
The same general design was also implemented with similar performance metrics and weightings for the 2016 bonus programs for approximately 1,300 employees in our corporate offices in the U.K., the U.S. and the Netherlands.
For purposes of the 2016 Annual Award Program, OCF was defined as revenue less operating costs and administrative expenses (excluding share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring, and other operating items (which includes gains and losses on the disposition of long-lived assets, direct acquisition and disposal costs and other acquisition-related items)) and is generally consistent with our definition of the term for public disclosure purposes.
Budgeted growth was determined by comparing rebased 2015 results for the applicable metric to the amount budgeted for that metric in the 2016 consolidated and operating unit budgets approved by our board. For consolidated Liberty Global, the 2016 budget provided for: revenue of $19.3 billion, with growth over 2015 of approximately $948.0 million or 5.2%, and OCF of $9.1 billion, with growth over 2015 of approximately $430.0 million or 4.9%. These growth rates are rebased to reflect consistent foreign currency rates and the impact of acquisitions. The payout schedule for each financial metric is based on the percentage achievement against the 2016 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 comparability. The following tables set forth the performance against budget or target and related payouts approved by the compensation committee.
Financial Performance Metrics
 
Corresponding % of Achievement of 2016 Budget
Achievement of Budgeted Growth over 2015
 
Revenue (40%Weighting)
 
OCF (40%Weighting)
 
Payout (% of Weighted Portion of Target Bonus Amount) (1)
Over-Performance
 
≥ 102.5%
 
≥ 105.0%
 
150.0%
100.0%
 
100.0%
 
100.0%
 
100.0%
50.0%
 
97.4%
 
97.7%
 
50.0%
< 50.0%
 
< 97.4%
 
< 97.7%
 
—%
_______________
(1)
Percentages shown represent the payout (prior to the APR multiplier) that would result if specified performance levels were achieved for revenue and OCF budgeted growth. Payout percentages for percentage achievement of revenue and OCF budgets, which fall in between points specified in the table would be determined by straight-line interpolation.
rNPS Performance Metric
 
Corresponding % of Achievement of 2016 Target
Achievement of rNPS Target
 
rNPS Target
 
rNPS (20% Weighting) (1)
 
Payout (% of Weighted Portion of Target Bonus Amount) (2)
Over-Performance
 
+2.5 points above Target
 
(11.7)
 
150.0%
Target
 
at Target
 
(14.2)
 
100.0%
Minimum Performance
 
-5.0 points below Target
 
(19.2)
 
—%

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_______________
(1)    rNPS weighted by revenue (residential and mobile only) where required.
(2)
Percentages shown represent the payout that would result if specified performance levels were achieved for rNPS targets. Payout percentages for percentage achievement of rNPS target, which fall in between points specified in the table would be determined by straight-line interpolation.
The total payout based on the above performance metrics would represent the sum of the percentages derived by multiplying 40% times each of the respective payout percentages for revenue and OCF, plus the percentage derived by multiplying 20% times the payout percentage for rNPS, with a maximum payout of 150%. To determine the final payout, the payout based on financial and operational performance is then multiplied by an APR multiplier. The APR multiplier is based on each NEOs individual 2016 APR:
financialoperationsa01.jpg
The compensation committee considered the following when it approved this design for the 2016 Annual Award Program:
using two equally weighted financial metrics (budgeted revenue and OCF growth), rather than a single metric, would provide incentives to drive revenue growth while controlling operating costs;
using the average rNPS score for the year offers a genuine perspective and avoids short term effects;
including an over-performance provision would provide continuing incentive for above budget achievement;
using the APR as a multiplier promotes engagement of participants; 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) of the Code. There could be no assurance that the base objective would be achieved, particularly in light of the increasingly competitive environment in which we operate.
2016 Performance. At its meeting on February 21, 2017, the compensation committee reviewed the actual consolidated revenue and OCF for 2016 based on our audited 2016 financial results and our rNPS score. 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 2016 financial performance and the individual NEO’s performance overall as compared to his 2016 performance goals, taking into account the payout schedules for the performance metrics and individual performance. The compensation committee also determined that the base performance objective of achieving at least 40% of either budgeted OCF growth or revenue growth had been achieved.
The compensation committee first considered the percentage of budgeted revenue and budgeted OCF achieved in 2016. For this purpose, the 2016 budget was adjusted in accordance with the terms of the 2016 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) to include the acquisition of BASE and associated synergies and integration costs, (3) to reflect the contribution of our Netherlands operations to the VodafoneZiggo joint venture, and (4) related to other individually immaterial items. In the aggregate, these adjustments resulted in net decreases of budgeted revenue to $16.2 billion and budgeted OCF to $7.3 billion. Actual 2016 revenue was over 97% of budgeted 2016 revenue and actual 2016 OCF was over 99% of budgeted 2016 OCF on a consolidated basis. The rNPS score was above the minimum threshold. In summary, the adjustments made were consistent with the terms of the program and past practice.

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The following charts illustrate the compensation committee’s performance and payout calculations. When these results are applied to the relevant payout schedules, the total implied payout resulted in a combined weighted payout of 64.5% of target for financial and operational performance. Therefore, the compensation committee approved payment of 64.5% of each NEO’s target achievable award that was based on financial and operational performance.
threehatsproxy.jpg
With respect to the maximum achievable awards which would be increased based on individual performance, at its February 21, 2017 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.
Our CEO’s performance goals were organized around four main themes: organic growth targets (including budget targets, product and operational 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 addition, his performance goals were expanded to include objectives related to our Liberty GO program. In the evaluation of his 2016 performance, the compensation committee considered the various performance objectives that had been assigned to Mr. Fries and our company’s accomplishments as compared to those objectives. In this regard, the committee noted that our company had a number of significant accomplishments in 2016 under the leadership of Mr. Fries, including meeting 2016 financial guidance for rebased OCF growth and adjusted free cash flow, and oversight of the completion of the new organizational design of the technology and innovation department, resulting in improved efficiencies company-wide. In addition, various key initiatives were accomplished under his leadership, including among others, progress on our Liberty GO program, improved subscriber performance in the Netherlands, enhancing our fixed-mobile convergence offerings across our footprints and increasing the number of homes passed through our network extension program.
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, as well as his strong leadership capabilities in delivering key long-term strategic objectives in a challenging global economy and his handling of unanticipated additional responsibilities.
With respect to the individual performance of our other NEOs, the compensation committee reviewed their performance with our CEO, giving deference to our CEO’s evaluation of their performance against their respective 2016 performance goals and the resulting APRs. 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, developing a structured finance function, tax strategy, establishing a real estate function, improving efficiencies in procurement, and group leadership and coordination with other functional groups. Mr. Dvorak’s goals related to financial reporting, internal audit and compliance, driving project management initiatives, integrating acquired companies, planning efforts for roll out of International Financial Reporting Standards for purposes of our U.K. statutory reporting requirements and participating in the Financial Accounting Standards Board’s standard setting process. Mr. Karsten’s goals related to delivering key financial and commercial targets, customer care initiatives, programming strategy, expansion of

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services to businesses, execution of new service initiatives, and development of marketing initiatives. Mr. Nair’s goals related to optimizing operational synergies across entities, improving the organizational structure, new build and upgrade targets, technology strategy, development and implementation of new technologies for our services, improving efficiencies of capital expenditures, delivering on product initiatives and expanding connectivity services. In each case, the compensation committee also considered how these goals were affected by the size and complexity of our company and the goals of the Liberty GO program.
In its evaluation of individual performance, the compensation committee noted outstanding achievements by our NEOs, including our CEO. Each NEO received an individual APR of “strong” or above. Upon the recommendation of our CEO, our compensation committee determined not to increase any NEO’s 2016 annual cash performance award by their individual APRs. The compensation committee approved the payments to our NEOs with respect to their target achievable performance awards as set forth in the table below. Percentages in the table represent percentages of the target achievable performance award.
 
 
2016 Annual Cash Performance Award
 
Name
 
Target
Achievable Award
 
% Payout for Financial Performance (Revenue)(40%)
% Payout for Financial Performance (OCF)(40%)
 
% Payout for rNPS(20%)
 
Weighted Aggregate % of Target Award
 
APR Multiplier
 
Approved Award (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
$9,000,000
 
60.5%
94.5%
 
12.6%
 
64.5%
 
1x
 
$
5,550,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Charles H.R. Bracken
 
$2,500,000
 
60.5%
94.5%
 
12.6%
 
64.5%
 
1x
 
$
1,612,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bernard G. Dvorak
 
$2,500,000
 
60.5%
94.5%
 
12.6%
 
64.5%
 
1x
 
$
1,612,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diederik Karsten
 
$2,500,000
 
60.5%
94.5%
 
12.6%
 
64.5%
 
1x
 
$
1,612,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balan Nair
 
$2,500,000
 
60.5%
94.5%
 
12.6%
 
64.5%
 
1x
 
$
1,612,000

 
______________
(1)
Final payouts of approved awards were subject to further adjustments due to rounding, exchange rates and other factors.
The amounts paid to our NEOs under the 2016 Annual Award Program are reflected in the Summary Compensation Table below under the “Non-Equity Incentive Plan Compensation” column.
Decisions for 2017. On February 21, 2017, our compensation committee approved individual performance goals and set the target achievable cash performance awards for members of our senior management, including our NEOs for 2017. They also approved the financial and operational targets for earning the awards. In approving these awards, our compensation committee modified the general design of the 2017 annual cash performance award program from the previous year’s awards. The target 2017 annual cash performance award will be split between the achievement of budgeted growth in revenue and OCF, achievement of a target zone for rNPS and achievement against specified department goals and objectives for the fiscal year ending December 31, 2017. The department performance metric is based on goals and objectives submitted by each member of our Liberty Global senior management team, including our NEOs, to our CEO. These goals and objectives were then reviewed and approved by our CEO and the compensation committee. Based on the achievement of the financial and operational performance metrics (except the department performance metric) a payout of up to 150% of the target bonus amount is available for over-performance against budget or target. In addition, each participant’s 2017 individual APR will serve as a multiplier on the overall bonus payout (0 to up to 1.5x). Individual APRs for our NEOs will be determined by considering individual performance against personal performance objectives approved by the compensation committee. The maximum APR multiplier could increase the maximum 2017 annual cash performance award to up to 210% of the target bonus amount.
The compensation committee also approved a base performance objective that was designed so that the annual cash performance award program for 2017 should qualify as performance-based compensation under Section 162(m) of the Code. If the 2017 base performance objective is achieved, each of the 2017 NEOs will be eligible to earn his maximum 2017 cash performance award, subject to our compensation committee’s discretion to reduce the amount of the award to be paid to any 2017 NEO or to pay no award to such 2017 NEO. The exercise of our compensation committee’s discretion as to the amount of the 2017 cash performance award payable to any 2017 NEO will be based on our compensation committee’s assessment of our company’s consolidated financial performance, our rNPS score, achievement against specified department goals and objectives, and each executive’s individual 2017 APR. The base performance objective relates to growth in consolidated revenue or consolidated OCF relative to budgeted growth. The 2017 target achievable performance award is $9.5 million for our CEO pursuant to the terms of the Fries Agreement and $2.5 million for each of the other 2017 NEOs.
The same general design was also implemented, with similar performance metrics and weightings, for the 2017 annual cash performance award program for other officers and senior management throughout the company (corporate and country

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operations). For senior executives with direct oversight of operating unit(s) and their teams, the target 2017 annual cash performance award will be split between the achievement of budgeted growth in revenue and OCF of the operating unit(s), achievement of rNPS score of the operating unit(s), and achievement of budgeted growth in Liberty Global consolidated revenue and OCF for the fiscal year ending December 31, 2017. Our compensation committee agrees that including consolidated financial performance metrics for all participants, including those with operating unit responsibility, would serve to mitigate potential organizational risks.
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. In 2016, however, the compensation committee modified our multi-year equity incentive awards by combining the PSU grants for 2016 and 2017 into a single award in 2016 and extending the applicable performance period to three years. Additional information on this grant is provided below. A similar approach was applied to equity incentive compensation for approximately 385 other key employees.
In connection with each year’s award of PSUs, including the PSUs granted in 2016, the compensation committee selects one or more performance measures for the ensuing two-year (or three-year in the case of the 2016 PSUs) 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 is focused on maximizing performance against a key financial metric used by our board and management in evaluating our operating performance. Different performance measures may be selected for the awards in subsequent years.
Our 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 APR received under our global performance management process. A minimum rating of “developing” or its equivalent is required for any PSU awards granted after 2014 to be earned. Earned PSUs will then vest in two equal installments on April 1 and October 1 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 and, in 2016, biannual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant; and
the setting of achievable target performance levels, while providing higher payout levels for over-performance.
The use of performance-based equity awards, such as PSUs, adds an element of market risk over the performance/service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award;

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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; and
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.
Liberty GO. In 2015, we launched our “Liberty GO” program, which is a comprehensive plan to drive top-line growth while maintaining tight cost controls. The Liberty GO program seeks to capitalize on revenue opportunities associated with our large and growing customer base, our network extension, mobile operations and business services goals, together with the realization of greater efficiencies by leveraging our scale more effectively. Underpinning this program is a commitment to customer centricity, which we believe is key to succeeding in an ever more demanding consumer market. This program will continue through 2018 and 2016 was a critical year in building the foundation for our goals under Liberty GO.
2016 Equity Incentive Awards. In February 2016, the compensation committee approved the grant of 2016 PSUs to our senior management, including our NEOs. In considering the grants of the 2016 PSUs, our compensation committee determined that it would be in the best interest of the company to modify this incentive award component to better align these incentives over a longer term, promote achievement of the goals of the Liberty GO program and retain key leadership. As described above, our equity incentive awards have previously consisted of annual grants of two different types of equity awards: SARs representing approximately one-third of the total annual target equity value per participant and PSUs representing approximately two-thirds of the total annual target equity value. The annual grants of PSUs then had overlapping two-year performance periods.
For the 2016 PSUs, the compensation committee determined to:
Combine the PSU grants for each of 2016 and 2017 into a single award of 2016 PSUs with a single performance target;
Extend the performance period for the 2016 PSUs to three years (fiscal years 2016, 2017 and 2018) in line with the execution phase of the Liberty GO program;
Make no grant of PSUs in 2017 for participants who received a grant of 2016 PSUs;
Require the target performance to be 6.0% OCF CAGR (as defined below) during the three-year performance period ending December 31, 2018 (with 2015 as the base year), with payout beginning at a threshold of 4.5% OCF CAGR and over-performance payout opportunities if the OCF CAGR exceeds the target; and
Maintain the annual SAR component from previous programs, as these awards vest in installments over a four-year period.
Each participant’s total 2016 PSU grants have a target equity value that has been increased to accommodate the change to a three-year performance period and inclusion of the grant of the 2017 PSUs, which otherwise would have been made to the participants in 2017. The performance period for the 2016 PSUs is January 1, 2016 to December 31, 2018. 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) of 6%. The target OCF CAGR is subject to upward or downward adjustment for matters that may affect comparability, such as changes in foreign currency exchange rates and accounting principles or policies and any other event that the compensation committee determines has the effect of distorting performance against the target OCF CAGR. The target OCF CAGR is based upon the company’s long-range projections and other factors. The compensation committee also established a minimum OCF CAGR threshold of 4.5%, which must be satisfied in order for any grantee to be eligible to earn any of their 2016 PSUs. A performance range of 75% to 166.7% of the target OCF CAGR would generally result in award recipients earning 75% to 300% of their target 2016 PSUs, subject to reduction or forfeiture based on individual performance. One-half of the earned 2016 PSUs will vest on April 1, 2019 and the balance on October 1, 2019.
For purposes of Section 162(m) of the Code, the compensation committee established a base performance objective: the OCF CAGR must be no less than 50% of the modified target OCF CAGR. If the base performance objective is achieved, our NEOs will be eligible to earn between 75% and 300% of their 2016 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) of the Code. For details regarding the target annual equity values for Mr. Fries in connection with the granting of Annual Equity Awards (as defined below) under other incentive plans, see the description of the Fries Agreement under —Employment and Other Agreements.

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The table below sets forth the target annual equity incentive award values for our NEOs approved by our compensation committee and the grants of 2016 PSUs and SARs made to them in February and May 2016, respectively.
 
 
 
 
Two-thirds of 2016 & 2017 Target
Annual Equity Value in the Form of:
 
One-third of 2016 Target
Annual Equity Value in the Form of:
Name
 
Annual Target
Equity Value (1)
 
Liberty Global
Class A
PSU Grants
(#)
 
LiLAC
Class A
PSU Grants
(#)
 
Liberty Global
Class C
PSU Grants
(#)
 
LiLAC
Class C
PSU Grants
(#)
 
Liberty Global
Class A
SARs Grants
(#)
 
LiLAC
Class A
SARs Grants
(#)
 
Liberty Global
Class C
SARs Grants
(#)
 
LiLAC
Class C
SARs Grants
(#)