DEF 14A 1 a2019agmproxy-final.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)
 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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April 30, 2019
Dear Shareholder:
You are invited to attend the 2019 Annual General Meeting of Shareholders of Liberty Global plc to be held at 3:00 p.m. BST (10:00 a.m. Eastern time), on Tuesday, June 11, 2019, 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 2019 Annual General Meeting, please read the enclosed proxy materials and vote as soon as possible to make sure that your shares are represented. You may vote via the internet or, if you receive a printed copy of your proxy materials, you may vote by mail by signing, dating and returning your proxy card in the envelope provided.
Thank you for your continued support and interest in our company.
Sincerely,
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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 11, 2019
The 2019 Annual General Meeting of Shareholders (the AGM) of Liberty Global plc (Liberty Global) will be held at 3:00 p.m. BST (10:00 a.m. Eastern time), on Tuesday, June 11, 2019, 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 Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
2.
To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
3.
To elect David E. Rapley as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
4.
To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2018, contained in Appendix A of the proxy statement (in accordance with requirements applicable to U.K. companies).
5.
To approve an amendment to the Liberty Global 2014 Incentive Plan (As Amended and Restated effective February 24, 2015) to increase the number of ordinary shares authorized under such plan from 105,000,000 to 155,000,000.
6.
To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2019.
7.
To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (the Act) (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).
8.
To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.
9.
To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2019 annual general meeting.
10.
To authorize Liberty Global’s board of directors in accordance with Section 551 of the Act to exercise all the powers to allot shares in Liberty Global and to grant rights to subscribe for or to convert any security into shares of Liberty Global.
11.
To authorize Liberty Global’s board of directors in accordance with Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) pursuant to the authority contemplated by resolution 10 for cash without the rights of pre-emption provided by Section 561 of the Act.
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.
Resolutions 1 through 10 will be proposed as ordinary resolutions, which means that, assuming a quorum is present, each resolution will be approved if a simple majority of votes cast are cast in favor thereof. Resolution 11 will be proposed as a special resolution, which means that, assuming a quorum is present, the resolution will be approved if 75% of the votes cast are cast in favor thereof.
With respect to the advisory vote on resolution 4 regarding approving our U.K. statutory implementation report for the year ended December 31, 2018, the result of the vote for this 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 the resolution as it values the opinions of our shareholders.
During the AGM, our board of directors will lay before our company our U.K. annual report and accounts for the year ended December 31, 2018, which report includes our statutory accounts, the U.K. Statutory Directors’ Report and the statutory Auditors’ Report for the year ended December 31, 2018.
All shareholders of Liberty Global are invited to attend the AGM. All shareholders of record of Liberty Global Class A ordinary shares or Liberty Global Class B ordinary shares of Liberty Global (collectively, the voting shares) as of 10:00 p.m. BST (5:00 p.m. Eastern time), on April 22, 2019, the record date for the AGM, are entitled to notice of the AGM or any adjournment thereof and are entitled to vote at the AGM or any adjournment thereof. The holders of our voting shares will vote together as a single class on each of the above resolutions. A list of shareholders entitled to vote at the AGM will be available at our offices at 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202 U.S., for review by any shareholder, for any purpose germane to the AGM, for at least 10 days prior to the AGM. The shareholders of record of Liberty Global Class C ordinary shares are not entitled to vote on the resolutions to be presented at the AGM.
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 11, 2019. 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 30, 2019


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
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
PROXY STATEMENT
 
Summary Compensation
Voting Matters and Board Recommendations
 
Grants of Plan-Based Awards
QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
 
Narrative to Summary Compensation and Grants of Plan-Based Awards Table
CORPORATE GOVERNANCE
 
Outstanding Equity Awards at Fiscal Year-End
Governance Guidelines
 
Option Exercises and Shares Vested
Director Independence
 
Deferred Compensation Plan
Board Leadership Structure
 
Employment and Other Agreements
Risk Oversight
 
Aircraft Policy
Risk Assessment of Compensation Programs
 
Potential Payments Upon Termination or Change in Control
Code of Business Conduct and Code of Ethics
 
Termination of Employment
Political Contributions
 
Change in Control
Shareholder Communication with Directors
 
CEO Pay Ratio
BOARD AND COMMITTEES OF THE BOARD
 
Director Compensation
Board Meetings and Attendance
 
      2018 Compensation of Directors
Committees of the Board
 
RESOLUTION 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
   OWNERS AND MANAGEMENT
 
Vote and Recommendation
Security Ownership of Certain Beneficial Owners
 
RESOLUTION 5
Security Ownership of Management
 
Summary of 2014 Incentive Plan
Change in Control
 
Vote and Recommendation
Section 16(a) Beneficial Ownership Reporting Compliance
 
RESOLUTIONS 6, 7 and 8
RESOLUTIONS 1, 2 and 3
 
Vote and Recommendation
Vote and Recommendation
 
Audit Fees and All Other Fees
Nominees for Election of Directors
 
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Directors Whose Term Expires in 2020
 
Audit Committee Report
Directors Whose Term Expires in 2021
 
RESOLUTION 9
MANAGEMENT OF LIBERTY GLOBAL
 
Vote and Recommendation
Executive Officers
 
RESOLUTION 10
Involvement in Certain Proceedings
 
Vote and Recommendation
EXECUTIVE OFFICERS AND DIRECTORS COMPENSATION
 
RESOLUTION 11
Executive Summary
 
Vote and Recommendation
Compensation Discussion and Analysis
 
INCENTIVE PLANS
Overview of Compensation Process
 
CERTAIN TRANSACTIONS
Compensation Philosophy and Goals
 
Certain Relationships
Long-Term Contracts
 
SHAREHOLDER RESOLUTIONS
Setting Executive Compensation
 
SHAREHOLDER RIGHTS
Elements of Our Compensation Packages
 
FINANCIAL REPORTING STANDARDS
Tax and Accounting Considerations
 
APPENDIX A: DIRECTORS’ REMUNERATION REPORT
Recoupment Policy
 
Annual Statement of the Chairman of the Compensation Committee
Post-Employment Benefits and Change in Control
 
Consideration of Shareholder Views
Timing of Equity Awards
 
Annual Compensation Report
Policies Regarding Hedging
 
APPENDIX B: LIBERTY GLOBAL 2014 INCENTIVE PLAN (AMENDED AND RESTATED EFFECTIVE JUNE 11, 2019)
Compensation Committee 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
2019 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 22, 2019, of Liberty Global Class A ordinary shares or Liberty Global Class B ordinary shares, each with nominal value $0.01 per share, of Liberty Global plc, a public limited company organized under the laws of England and Wales (Liberty Global), in connection with our board of directors soliciting your proxy to vote at our 2019 Annual General Meeting of Shareholders (the AGM) or at any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders (the Meeting Notice). Under English law, holders of a company’s ordinary shares are referred to as “members”, but for convenience, they are referred to in this proxy statement as “shareholders”.
As permitted by the Securities and Exchange Commission (the SEC) rules and regulations in the United States (U.S.) and the United Kingdom Companies Act 2006 (the Companies Act), instead of mailing a printed copy of our proxy materials, including the form of proxy card and our annual report to each shareholder of record, we are furnishing our proxy materials and annual report to our shareholders over the internet. It is anticipated that the Notice of Internet Availability of Proxy Materials (the Internet Notice) will be first mailed to our shareholders on or about May 2, 2019. 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, 2018 (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 recommends that the holders of our Liberty Global Class A shares and Liberty Global Class B shares (collectively, the voting shares) vote “FOR” each of the following resolutions:
1.
To elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
2.
To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
3.
To elect David E. Rapley as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
4.
To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended December 31, 2018, contained in Appendix A of this proxy statement (in accordance with requirements applicable to U.K. companies).
5.
To approve an amendment to the Liberty Global 2014 Incentive Plan (As Amended and Restated effective February 24, 2015) to increase the number of ordinary shares authorized under such plan from 105,000,000 to 155,000,000.
6.
To ratify the appointment of KPMG LLP (U.S.) as Liberty Global’s independent auditor for the year ending December 31, 2019.
7.
To appoint KPMG LLP (U.K.) as Liberty Global’s U.K. statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before Liberty Global).
8.
To authorize the audit committee of Liberty Global’s board of directors to determine the U.K. statutory auditor’s compensation.

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9.
To approve the form agreements and counterparties pursuant to which Liberty Global may conduct the purchase of its ordinary shares in the capital of Liberty Global and authorize all or any of Liberty Global’s directors and senior officers to enter into, complete and make purchases of ordinary shares in the capital of Liberty Global pursuant to the form of agreements and with any of the approved counterparties, which approvals will expire on the fifth anniversary of the 2019 annual general meeting.
10.
To authorize Liberty Global’s board of directors in accordance with Section 551 of the U.K. Companies Act 2006 to exercise all the powers to allot shares in Liberty Global and to grant rights to subscribe for or to convert any security into shares of Liberty Global.
11.
To authorize Liberty Global’s board of directors in accordance with Section 570 of the U.K. Companies Act 2006 to allot equity securities (as defined in Section 560 of said Act) pursuant to the authority contemplated by resolution 10 for cash without the rights of pre-emption provided by Section 561 of the U.K. Companies Act 2006.
No shareholder has proposed, in accordance with sections 100 through 102 of our articles of association, any additional resolutions to be brought before the AGM.
The AGM may be adjourned to another date, time or place for proper purposes, including for the purpose of soliciting additional proxies to vote on the resolutions.

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QUESTIONS AND ANSWERS ABOUT THE AGM AND VOTING
The questions and answers below highlight only selected information about the AGM and how to vote your shares. You should read carefully the entire proxy statement, including the Appendices, before voting.
When and where is the AGM?
The AGM will be held at 3:00 p.m. BST (10:00 a.m. Eastern time), on June 11, 2019, at Broadgate West, 9 Appold Street, London EC2A 2AP, U.K., 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 22, 2019.
What is the purpose of the AGM?
The purpose of the AGM is to consider and vote on each of the resolutions listed in the Meeting Notice and more fully described in this proxy statement. The resolutions in the Meeting Notice are the only items to be acted upon at the AGM. In the event there is a resolution to adjourn or postpone the AGM, the officers designated as proxies will have discretion to vote on such resolution, unless the resolution is to adjourn or postpone the AGM for the purpose of soliciting additional proxies.
What are the requirements to elect the directors and approve each of the other resolutions?
You may cast your vote for or against resolutions 1 through 11 or abstain from voting your shares on one or more of these resolutions.
The affirmative vote of a simple majority of the votes cast by the holders of our voting shares voting together as a single class is required to approve each of resolutions 1 through 10. For example, in regard to the election of directors at the AGM, a nominee for director will be elected to our board if the votes cast “For” such nominee exceed the votes cast “Against” such nominee’s election. The affirmative vote of at least 75% of the votes cast by the holders of our voting shares voting together as a single class is required to approve resolution 11. Resolution 11 is conditional upon resolution 10 receiving the requisite shareholder approval. None of the other resolutions is conditional on the approval of any other resolution.
How many votes do shareholders have at the AGM?
Only holders of record of our voting shares as of the record date are entitled to vote at our AGM. As of the record date, we had outstanding and entitled to vote at the meeting 205,219,862 Liberty Global Class A shares and 11,489,888 Liberty Global Class B shares. Our voting shares are our only voting ordinary shares and vote together as a single class on all matters. Each Liberty Global Class A share has one vote and each Liberty Global Class B share has ten votes on each matter on which holders of ordinary shares of such classes are entitled to vote at the AGM. The Liberty Global Class C shares are non-voting, except where otherwise required by the Companies Act and our articles of association.
As of the record date, we had 645 record holders of Liberty Global Class A shares and eight record holders of Liberty Global Class B shares. These amounts do not include the number of shareholders whose ordinary shares are held of record by banks, brokers or other nominees, but include each such institution as one holder.
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

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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 11, 2019.
How do I vote my shares that are held in our 401(k) Plan?
If you hold Liberty Global Class A shares through your account in the Liberty Global 401(k) Savings and Stock Ownership Plan (the 401(k) Plan), which plan is for employees of our subsidiary, Liberty Global, Inc. (LGI), the trustee for such plan is required to vote your Liberty Global Class A shares as you specify. To allow sufficient time for the trustees to vote your Liberty Global Class A shares, your voting instructions must be received by 10:00 p.m. BST (5:00 p.m. Eastern time) on June 6, 2019. To vote such shares, please follow the instructions provided by the trustee for such plan.
What if I do not specify a choice for a resolution in my proxy?
All voting shares properly voted via the internet at or prior to 6:00 a.m. BST (1:00 a.m. Eastern time) on June 11, 2019, 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 6, 7 and 8 are considered routine and your broker, bank or other nominee may, at their discretion, vote on these resolutions without instructions from you. The remaining resolutions are considered non-routine matters and thus your broker, bank or other nominee may not vote on these resolutions without instructions from you.
What if I respond and indicate that I am abstaining from voting?
A properly submitted proxy marked “ABSTAIN”, although counted for purposes of determining whether there is a quorum and for purposes of determining the aggregate voting power and number of ordinary shares 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 11, 2019. 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

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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 22, 2019, the record date for the AGM, are entitled to vote at the AGM or any adjournment thereof. Holders of Liberty Global Class C shares will not be entitled to vote on any of the resolutions.
If you are a shareholder of record of our voting shares, you have the right to attend, speak and vote in person at the meeting. Any corporation which is a shareholder of record may by resolution of its directors authorize one or more persons to act as its representative(s) at the AGM and the person(s) so authorized shall (on production of a certified copy of such resolution at the AGM) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of Liberty Global. If you are a beneficial owner, you may also attend and speak at the meeting. You may not, however, vote your shares held in street name unless you obtain a “proxy” from your broker, bank or other nominee that holds the shares, which gives you the right to vote the shares at the AGM.
Notwithstanding the foregoing, we recommend that you vote by proxy in advance of the AGM even if you plan to attend the AGM (note that you may change your vote at the AGM).
A list of shareholders entitled to vote at the AGM will be available at our offices at 161 Hammersmith Road, London W6 8BS, U.K., and at 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202, U.S., for review 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.
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, Bryan H. Hall and Michelle L. Keist.
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 2, 2019.
A copy of our annual report on Form 10-K/A for the year ended December 31, 2018, including our consolidated financial statements for the fiscal year ended December 31, 2018 (the 2018 Form 10-K/A), 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 entitled to vote at the meeting, and upon request to holders of our Liberty Global 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 2018 Form 10-K/A 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 2018 Form 10-K/A 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.

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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.
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 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.

6


CORPORATE GOVERNANCE
Governance Guidelines
Our board has adopted corporate governance guidelines, which are available on our website at www.libertyglobal.com. Under the guidelines, our independent directors meet privately at least twice a year in executive session. These executive sessions are generally held in conjunction with a regularly scheduled board meeting. The presiding director for these meetings is currently Paul Gould, the chairman of the audit committee. The role of presiding director rotates annually among our nominating and corporate governance committee chair, our audit committee chair and our compensation committee chair.
Director Independence
It is our policy that a majority of the members of our board of directors be independent of our management. For a director to be deemed independent, our board of directors must affirmatively determine that the director has no direct or indirect material relationship with our company other than in his or her capacity as a board member. To assist our board of directors in determining which of our directors qualify as independent for purposes of the NASDAQ Stock Market (NASDAQ) rules, as well as applicable rules and regulations adopted by the SEC, the nominating and corporate governance committee of our board follows the Corporate Governance Rules of NASDAQ on the criteria for director independence. In addition, audit committee and compensation committee members must meet additional heightened independence criteria applicable to audit committee and compensation committee members under applicable NASDAQ and SEC requirements.
In accordance with these criteria, our board of directors has determined that each of Andrew J. Cole, Miranda Curtis, John W. Dick, Paul A. Gould, Richard R. Green, David E. Rapley, Larry E. Romrell, 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 provides guidance to our CEO and strong leadership to our board in its consideration of strategic objectives and associated risks and oversight of our management’s and company’s performance. We have no policy that requires the positions of chairman and CEO to be separate or combined and we may reconsider our leadership structure from time to time based on the situation at that time.
Risk Oversight
Our management team is responsible for identifying and managing risk related to our company and its significant business activities, subject to oversight by our board of directors. Our board executes its risk oversight directly and through its committees. Our board receives regular briefings from and discussions with senior management and periodic in-depth sessions on specific topics. For certain risk topics as discussed below, a board committee will have initial responsibility for exercising this oversight role, with the chair of the relevant committee reporting to the full board.
Full Board
At each regularly scheduled board meeting, our board receives reports from our CEO and other members of senior management with respect to their business unit or functional area, which include information relating to general and specific risks facing our company. For our business units, these reports will address, among other things, material business-specific risks, such as competitive challenges, regulatory initiatives and risks related to operational execution, as well as macro-economic and political risks. Functional area reports cover our capital structure, liquidity, foreign currency exposure, credit and equity market conditions, developments in technology, cybersecurity risks, legal and regulatory compliance, and talent management and compensation programs. In-depth presentations are made by senior management in connection with our board’s consideration of acquisition opportunities and new strategic initiatives, which include a discussion of material risks to achieving the business case for the proposed transaction or project. Our senior management regularly updates the audit committee and board on our

7


cybersecurity risks, including how we determine and mitigate such risks. It also reviews information regarding our cybersecurity risks on a regular basis. Periodically, a more detailed review of a specific country of operation will be provided by the local management team or a specific topic of interest, such as technology developments, will be explored in greater depth, at a regularly scheduled or a special board meeting or during an off-site visit. Our board of directors also makes annual site visits to different countries in which we operate and has periodic strategy retreats with invited members of senior management. Our senior management’s attendance at board meetings, the site visits and strategy retreats provide frequent opportunities for our directors to interact with members of our management team individually to understand and provide input on relevant risk exposures. Also, through its review of our strategies and objectives, budgets and business plans, our board of directors sets the direction for appropriate risk taking within our operations.
Committees
Audit Committee. Our audit committee has oversight responsibility for the policies, processes and risks relating to our financial statements, financial reporting processes, auditing and information security and technology, including cybersecurity risks. The senior officer of our internal audit and compliance group reports to the audit committee and assists the committee with its review of relevant risks within its oversight responsibility and of our internal controls. Senior officers of our finance and accounting groups attend all regularly scheduled audit committee meetings and provide in-depth reports on specific risks, including changes in accounting rules, risks associated with liquidity, covenant compliance, currency and interest rate hedging positions and stability of counterparties. From time to time, the audit committee, with management, identifies and reviews other areas of risks related to Liberty Global’s operations and at least quarterly receives reports on and reviews cybersecurity risks. The audit committee also receives reports on allegations received through our ethics compliance reporting process and the status of investigations into such allegations. Additional functions of the audit committee are described under Board and Committees of the Board —Audit Committee below.
Compensation Committee. Our compensation committee has oversight responsibility with respect to risks related to the design and implementation of compensation programs for senior management and equity performance-based awards. At least annually, our compensation committee considers the risks associated with our compensation policies and practices for both executive compensation and compensation generally. To assist the compensation committee in discharging this responsibility, our global human resources group provides reports on the design and administration of incentive programs and the safeguards in effect to avoid encouraging unnecessary or excessive risk taking. For the compensation committee’s report on its risk assessment of our compensation programs, see —Risk Assessment of Compensation Programs below.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee has oversight responsibility with respect to risks related to our governance, including board and director performance and governance guidelines.
Succession Planning Committee. Our succession planning committee has oversight responsibility for the risks related to succession planning for our CEO and other executive officers, as well as risks associated with a 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 employees in our operating companies who also participate in such plans. It also reviewed over 20 bonus plans and 70 sales incentive/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 and related entity-level controls. The scope and results of this review were presented to the compensation committee of our board.

8


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
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.


9


BOARD AND COMMITTEES OF THE BOARD
Board Meetings and Attendance
During 2018, 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 2018. Our board of directors encourages all members to attend each annual general meeting of our shareholders. For our 2018 AGM, five 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
 
 
2018 Meetings
 
8
 
9
 
2
 
0
Committees of the Board
Audit Committee
A description of the audit committee members’ respective experience is set forth under Resolutions 1, 2 and 3 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;

10


reviewing and discussing with management and our independent auditors issues regarding accounting principles, tax matters, effectiveness of internal controls, financial reporting, and regulatory and accounting initiatives;
reviewing quarterly earnings releases;
overseeing the maintenance of an internal audit function, discussing with our independent auditors, the internal auditor and our management, as appropriate, the internal audit function’s responsibilities, budget and staff, periodically reviewing with our independent auditors the results and findings of the internal audit function and coordinating with our management to ensure that the issues associated with such results and findings are addressed;
discussing with management financial risk exposure and risk management policies;
reviewing disclosures by our certifying officers on any significant deficiencies or material weaknesses in the design or operation of our internal controls and any fraud involving persons who have a significant role in our internal controls;
overseeing management’s processes and activities with respect to confirming compliance with applicable securities laws and SEC and NASDAQ rules relating to our accounting and financial reporting processes and the audit of our financial statements;
establishing procedures for the consideration of alleged violations of the code of business conduct and the code of ethics adopted by our board and for the reporting and disclosure of violations of or waivers under such codes;
establishing procedures for receipt, retention and treatment of allegations on accounting, internal accounting controls or audit matters; and
preparing a report for our annual proxy statement.
In addition to the foregoing, as provided in our corporate governance guidelines referenced above, the audit committee must review and approve any related party transaction in which an executive officer has a direct or indirect interest for which disclosure is required under SEC rules.
Compensation Committee
The compensation committee sets our overall compensation philosophy and oversees our executive compensation and benefits programs, policies and practices. The compensation committee’s functions include:
reviewing and approving annual and long-term performance goals and objectives for our CEO;
evaluating the performance of and determining the compensation for our CEO;
reviewing and approving the compensation of our executive officers and certain other executives, including any employment agreements;
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 2018, the compensation committee did not retain any independent advisors for purposes of rendering advice on our executive compensation.
Compensation Committee Interlocks and Insider Participation. During 2018, 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.

11


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;
existing commitments to other businesses as a director, executive or owner;
personal conflicts of interest, if any; and

12


the size and composition of our existing board of directors.
The nominating and corporate governance committee does not have a formal policy on diversity. It does, however, consider whether the nominee has personal capabilities and qualifications that contribute to the overall diversity of our board. For this purpose, the committee construes diversity broadly to include a variety of perspectives, opinions, professional backgrounds and experiences.
When seeking candidates for director, the nominating and corporate governance committee may solicit suggestions from incumbent directors, management, shareholders and others. After conducting an initial evaluation of a prospective nominee, the nominating and corporate governance committee will interview that candidate if it believes the candidate might be suitable to be a director. The nominating and corporate governance committee may also ask the candidate to meet with management. If the nominating and corporate governance committee believes a candidate would be a valuable addition to the board of directors, it may recommend to our full board that candidate’s appointment or election.
Prior to nominating an incumbent director for re-election at an annual general meeting, the nominating and corporate governance committee considers, in addition to the foregoing criteria, the director’s past attendance at, and participation in, meetings of our board of directors and its committees and the director’s formal and informal contributions to the various activities conducted by the board and the board committees of which such individual is a member.
Based on the foregoing considerations, the nominating and corporate governance committee determined to recommend Messrs. Cole, Green and Rapley 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. Our board of directors has adopted a written charter for the succession planning committee, which is available on our website at www.libertyglobal.com.
Executive Committee
Our board of directors has established an executive committee pursuant to our articles of association, whose members are Michael T. Fries and John C. Malone, neither of whom is an independent director. The primary purpose of the executive committee is to exercise powers of the board of directors on matters requiring expediency that arise between regularly scheduled board meetings, such as financings, investments, tax planning, acquisitions and divestitures and similar matters. Except as specifically prohibited by the Companies Act or limited by our board of directors, the executive committee may exercise all the powers and authority of our board in the management of our business and affairs between board meetings, including the power and authority to authorize the issuance of ordinary shares of our capital stock, with the exception of certain matters, including amendments to the articles of association and fundamental changes to Liberty Global (such as a merger or sale of substantially all of its assets).

13



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, 2019 and, in the case of percentage ownership information, is based upon (1) 204,748,091 Liberty Global Class A shares, (2) 11,489,888 Liberty Global Class B shares, and (3) 523,461,054 Liberty Global Class C shares, in each case, outstanding on that date. Beneficial ownership of our Liberty Global Class C shares is set forth below only to the extent known by us or ascertainable from public filings. Our Liberty Global Class C shares are, however, non-voting and, therefore, in the case of voting power, are not included.
Ordinary shares issuable on or within 60 days after April 1, 2019, upon exercise of options or share appreciation rights (SARs), vesting of restricted share units (RSUs), conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Also, for purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, is reported as beneficial ownership of our Liberty Global Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares. The percentage of voting power is presented on an aggregate basis for each person or entity named below.
So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as beneficially owned by them, except as otherwise stated in the notes to the table.
Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
John C. Malone
 
Liberty Global Class A
 
4,667,867

(1)(2)(3)
 
2.3
%
 
29.0
%
c/o Liberty Global plc
 
Liberty Global Class B
 
8,787,373

(4)(5)
 
76.5
%
 
 
161 Hammersmith Road
 
Liberty Global Class C
 
17,486,844

(1)(2)(3)(4)
 
3.3
%
 
 
London W6 8BS U.K.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
Liberty Global Class A
 
2,537,790

(6)(7)(8)
1.2
%
 
5.1
%
c/o Liberty Global plc
 
Liberty Global Class B
 
1,390,295

(5)
12.1
%
 
 
161 Hammersmith Road
 
Liberty Global Class C
 
6,188,663

(6)(7)(8)
1.2
%
 
 
London W6 8BS U.K.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert R. Bennett
 
Liberty Global Class A
 
208

(9)
 
*

 
3.1
%
c/o Liberty Media Corporation
 
Liberty Global Class B
 
993,552

(9)
 
8.6
%
 
 
12300 Liberty Boulevard
 
 
 
 
 
 
 
 
 
Englewood, CO 80112
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Berkshire Hathaway Inc.
 
Liberty Global Class A
 
19,791,000

(10)
 
9.7
%
 
6.2
%
3555 Farnam Street
 
Liberty Global Class B
 

 
 

 
 
Omaha, NE 68131
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BlackRock, Inc.
 
Liberty Global Class A
 
11,815,739

(11)
 
5.8
%
 
3.7
%
50 East 52nd Street
 
Liberty Global Class B
 

 
 

 
 
New York, NY 10055
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dodge & Cox
 
Liberty Global Class A
 
18,957,003

(12)
 
9.3
%
 
5.9
%
555 California Street
 
Liberty Global Class B
 

 
 

 
 
40th Floor
 
 
 
 
 
 
 
 
 

14


Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
San Francisco, CA 94104
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
William H Gates III
 
Liberty Global Class A
 
10,855,524

(13)
 
5.3
%
 
3.4
%
Cascade Investments LLC
 
Liberty Global Class B
 

 
 

 
 
2365 Carillon Point
 
 
 
 
 
 
 
 
 
Kirkland, WA 98033
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Harris Associates L.P.
 
Liberty Global Class A
 
25,294,509

(14)
 
12.4
%
 
7.9
%
111 S. Wacker Drive,
 
Liberty Global Class B
 

 
 

 
 
Suite 4600
 
 
 
 
 
 
 
 
 
Chicago, IL 60606
 
 
 
 
 
 
 
 
 
_______________
* Less than one percent.
(1)
Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)
Includes 105,147 Liberty Global Class A shares and 261,085 Liberty Global Class C shares, that are subject to options, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2019.
(3)
Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(4)
Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held by the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the Malone Trust).
(5)
Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(6)
Includes 1,765,401 Liberty Global Class A shares and 4,577,077 Liberty Global Class C shares that are subject to SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2019.
(7)
Includes 1,977 Liberty Global Class A shares and 13,061 Liberty Global Class C shares held in the 401(k) Plan for the benefit of Mr. Fries.
(8)
Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.
(9)
The number of Liberty Global Class A shares and Liberty Global Class B shares is based upon a Form 8.3 dated November 4, 2015, submitted by Mr. Bennett pursuant to the U.K. Takeover Code. Of the shares reported, a Schedule 13D/A filed by Mr. Bennett on March 6, 2014, shows Mr. Bennett and his spouse jointly owning 749,539 Liberty Global Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning 232,334 Liberty Global Class B shares.
(10)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 1) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Warren E. 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 (11,412,000), GEICO Corporation (11,190,970), Government Employees Insurance Company (8,075,130), GEICO Indemnity Company (1,752,278), The Buffalo News Drivers/Distributors Pension Plan (27,000), BNSF Master Retirement Trust (2,624,000), Lubrizol Master Trust Pension (340,000), The Buffalo News Mechanical Pension Plan (30,000), GEICO Advantage Insurance Company (1,363,562), Berkshire Hathaway Consolidated Pension Plan Master Retirement Trust (2,375,000), GEICO Corporation Pension Plan Trust (950,000), 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) 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 Indemnity

15


Company, Government Employees Insurance Company, GEICO Indemnity Company and GEICO Advantage Insurance Company are each an insurance company and the remaining reporting persons are each an employee benefit plan. Mr. Buffett, Berkshire and the other reporting persons share voting and dispositive power over the shares listed in the table.
(11)
The number of Liberty Global Class A shares is based upon the Schedule 13G for the year ended December 31, 2018, filed with the SEC on February 8, 2019, by BlackRock Inc. BlackRock Inc. is a parent holding company of various investment companies. The Schedule 13G reflects that BlackRock Inc. has sole voting power over 11,068,265 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.
(12)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Dodge & Cox. Dodge & Cox is an investment advisor to various investment companies and managed accounts. Dodge & Cox International Stock Fund, an investment company, has an interest in 18,753,503 of the Liberty Global Class A shares reported in the table.
(13)
The number of Liberty Global Class A shares is based on a Schedule 13G filed with the SEC on May 18, 2018, by William H. Gates III, Cascade Investment, L.L.C. (Cascade), the Bill and Melinda Gates Foundation Trust (the Gates Trust) and Melinda French Gates. All Liberty Global Class A shares held by Cascade may be deemed to be beneficially owned by Mr. Gates as the sole member of Cascade. All of the Liberty Global Class A shares beneficially owned by the Gates Trust may be deemed to be beneficially owned by Mr. and Mrs. Gates as co-trustees of the Gates Trust. The Schedule 13G reflects that Mr. Gates has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares and shared voting and dispositive power over 2,119,515 Liberty Global Class A shares; Cascade has sole voting and dispositive power over 8,736,009 Liberty Global Class A shares; and the Gates Trust and Mrs. Gates each have shared voting and dispositive power over 2,119,515 Liberty Global Class A shares. Mr. Gates’ address is One Microsoft Way, Redmond, WA 98052.
(14)
The number of Liberty Global Class A shares is based upon the Schedule 13G/A (Amendment No. 2) for the year ended December 31, 2018, filed with the SEC on February 14, 2019, by Harris Associates Inc. (HAI) on behalf of itself and as general partner of Harris Associates L.P. (Harris L.P.). HAI is an investment advisor to various clients. The Schedule 13G/A reflects that HAI and Harris L.P. each have sole voting power over 20,643,508 of the Liberty Global Class A shares and sole dispositive power over all of the Liberty Global Class A shares.

Security Ownership of Management
The following table sets forth information with respect to the beneficial ownership by each of our directors and each of our named executive officers as described below, and by all of our directors and executive officers as a group, of each class of our outstanding shares.
The security ownership information is given as of April 1, 2019 and, in the case of percentage ownership information, is based upon (1) 204,748,091 Liberty Global Class A shares, (2) 11,489,888 Liberty Global Class B shares and (3) 523,461,054 Liberty Global Class C shares, in each case, outstanding on that date. Although beneficial ownership of our Liberty Global Class C shares is set forth below, our Liberty Global Class C shares are non-voting and, therefore, in the case of voting power, are not included. The percentage of voting power is presented on an aggregate basis for each person or group listed below.
Ordinary shares issuable on or within 60 days after April 1, 2019, upon exercise of options or SARs, vesting of RSUs, conversion of convertible securities or exchange of exchangeable securities, are deemed to be outstanding and to be beneficially owned by the person holding the options, SARs, RSUs or convertible or exchangeable securities for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of the following presentation, beneficial ownership of our Liberty Global Class B shares, although convertible on a one-for-one basis into our Liberty Global Class A shares, is reported as beneficial ownership of our Liberty Global Class B shares only, and not as beneficial ownership of our Liberty Global Class A shares.
So far as is known to us, the persons indicated below have sole voting power and sole dispositive power with respect to the ordinary shares indicated as owned by them, except as otherwise stated in the notes to the table. With respect to certain of our executive officers and directors, the number of shares indicated as owned by them includes shares held by the 401(k) Plan as of March 31, 2019, 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
 
4,667,867

(1)(2)(3)(4)
 
2.3
%
 
29.0
%
Chairman of the Board
 
Liberty Global Class B
 
8,787,373

(5)(6)
 
76.5
%
 
 
 
 
Liberty Global Class C
 
17,486,844

(1)(2)(3)(4)(5)
 
3.3
%
 
 
 
 
 
 
 
 
 
 
 
 

16


Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
Andrew J. Cole
 
Liberty Global Class A
 
41,159

(4)(7)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
98,229

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Miranda Curtis
 
Liberty Global Class A
 
156,387

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
446,416

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
John W. Dick
 
Liberty Global Class A
 
73,176

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
193,186

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
Liberty Global Class A
 
2,537,790

(3)(4)(8)(9)
 
1.2
%
 
5.1
%
Director, Chief Executive Officer & President
 
Liberty Global Class B
 
1,390,295

(3)(6)
 
12.1
%
 
 
 
Liberty Global Class C
 
6,188,665

(3)(4)(8)(9)
 
1.2
%
 
 
 
 
 
 
 
 
 
 
 
 
Paul A. Gould
 
Liberty Global Class A
 
246,317

(4)
 
*

 
*

Director
 
Liberty Global Class B
 
51,429

 
 
*

 
 
 
 
Liberty Global Class C
 
1,040,534

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Richard R. Green
 
Liberty Global Class A
 
42,384

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
111,176

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
David E. Rapley
 
Liberty Global Class A
 
26,802

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
67,836

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Larry E. Romrell
 
Liberty Global Class A
 
48,596

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
108,279

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
JC Sparkman
 
Liberty Global Class A
 
36,435

(4)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
88,898

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
David Wargo
 
Liberty Global Class A
 
82,393

(3)(4)(10)
 
*

 
*

Director
 
Liberty Global Class B
 

 
 

 
 
 
 
Liberty Global Class C
 
230,791

(3)(4)(10)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Charles H.R. Bracken
 
Liberty Global Class A
 
587,905

(4)
 
*

 
*

Executive Vice President & Chief Financial Officer
 
Liberty Global Class B
 

 
 

 
 
 
Liberty Global Class C
 
1,420,810

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Bryan H. Hall
 
Liberty Global Class A
 
454,780

(3)(4)
 
*

 
*

Executive Vice President & General Counsel & Secretary
 
Liberty Global Class B
 

 
 

 
 
 
Liberty Global Class C
 
1,172,420

(3)(4)(8)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Enrique Rodriguez
 
Liberty Global Class A
 
16,223

(4)
 
*

 
*

Executive Vice President & Chief Technology Officer
 
Liberty Global Class B
 

 
 

 
 
 
Liberty Global Class C
 
33,142

(4)(8)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
Diederik Karsten
 
Liberty Global Class A
 
544,239

(4)
 
*

 
*

Former Executive Vice President & Chief Operating Officer
 
Liberty Global Class B
 

 
 

 
 
 
Liberty Global Class C
 
1,386,929

(4)
 
*

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

17


Name and Address of Beneficial Owner
 
Title of Class
 
Amount and Nature of Beneficial Ownership
 
Percent of Class
 
Voting Power
All directors and executive officers as a group (14 persons)
 
 
 
 
 
 
 
 
 
 
Liberty Global Class A
 
9,018,214

(11)(12)
 
4.3
%
 
34.5
%
 
 
Liberty Global Class B
 
10,229,097

(11)
 
89.0
%
 
 
 
 
Liberty Global Class C
 
28,687,226

(11)(12)
 
5.4
%
 
 
_______________
*
Less than one percent.
(1)
Includes 124,808 Liberty Global Class A shares and 756,405 Liberty Global Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
(2)
Includes 2,140,050 Liberty Global Class A shares and 4,736,253 Liberty Global Class C shares held by Columbus Holding LLC, in which Mr. Malone has a controlling interest.
(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 B
 
Liberty Global Class C
 
 
Entity Holding the Shares
 
 
 
 
 
 
 
 
 
 
John C. Malone
 
1,345,685

 
 
 
3,765,681

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

 
 
 
1,210,195

 
 
Fidelity Brokerage Services, LLC
Michael T. Fries
 
246,327

 
 
 
805,340

 
 
Morgan Stanley Inc.
Michael T. Fries
 
315,242

 
1,000,000

 
156,397

 
 
Goldman Sachs Group, Inc.
J. David Wargo
 
46,170

 
 
 
137,855

 
 
Fidelity Brokerage Services, LLC
Bryan H. Hall
 
39,894

 
 
 
82,439

 
 
Morgan Stanley Inc.

(4)
Includes shares that are subject to options or SARs, which were exercisable as of, or will be exercisable within 60 days of, April 1, 2019, as follows:
Owner
 
Liberty Global
Class A
 
Liberty Global
Class C
 
 
 
 
 
John C. Malone
 
105,147

 
261,085

Andrew J. Cole
 
20,930

 
47,080

Miranda Curtis
 
26,916

 
65,179

John W. Dick
 
37,417

 
96,541

Michael T. Fries
 
1,765,401

 
4,577,077

Paul A. Gould
 
30,690

 
76,454

Richard R. Green
 
36,002

 
96,541

David E. Rapley
 
23,438

 
59,791

Larry E. Romrell
 
24,108

 
56,763

JC Sparkman
 
23,735

 
62,597

J. David Wargo
 
35,941

 
92,135

Charles H.R. Bracken
 
572,410

 
1,389,819

Bryan H. Hall
 
384,217

 
1,002,362

Enrique Rodriguez
 
13,458

 
26,916

Diederik Karsten
 
458,032

 
1,161,061


(5)
Includes 110,148 Liberty Global Class B shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes 8,677,225 Liberty Global Class B shares and 6,757,225 Liberty Global Class C shares held by the Malone Trust.
(6)
Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our CEO and one of our directors, Mr. Malone and the Malone Trust have agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (a) in the event the Malone Trust or any permitted transferee (as defined in the letter agreement) is not voting the Liberty Global Class B shares owned by the Malone Trust, Mr. Fries will have the right to vote such Liberty Global Class B shares and (b) in the event the Malone Trust or any permitted transferee determines to sell such Liberty Global Class B shares, Mr. Fries (individually or through an entity he controls) will have an

18


exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the Malone Trust or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
(7)
Includes 32 Liberty Global Class A shares held by Mr. Cole’s minor daughter.
(8)
Includes shares held in the 401(k) Plan as follows:
Owner
 
Liberty Global
Class A
 
Liberty Global
Class C
 
 
 
 
 
 
 
Michael T. Fries
 
1,977

 
13,061

 
Bryan H. Hall
 

 
3,934

 
Enrique Rodriguez
 

 
696

 

(9)
Includes 46,200 Liberty Global Class A shares and 283,360 Liberty Global Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust. Mr. Fries has disclaimed beneficial ownership of the shares held by the trust.
(10)
Includes 158 Liberty Global Class A shares and 524 Liberty Global Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes 32 Liberty Global Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.
(11)
Includes 171,166 Liberty Global Class A shares, 110,148 Liberty Global Class B shares and 1,040,321 Liberty Global Class C shares held by relatives of certain directors and executive officers or held pursuant to certain trust arrangements or in managed accounts, as to which shares beneficial ownership has been disclaimed.
(12)
Includes 3,099,810 Liberty Global Class A shares and 7,910,340 Liberty Global Class C shares that are subject to options or SARs, which were exercisable as of, or will be exercisable or vest within 60 days of, April 1, 2019; 1,977 Liberty Global Class A shares and 17,691 Liberty Global Class C shares held by the 401(k) Plan; and 3,070,303 Liberty Global Class A shares and 6,914,312 Liberty Global Class C shares pledged in support of various lines of credit or margin accounts.
Change in Control
We know of no arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of our company.
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, 2018, our executive officers, directors and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them.

19


RESOLUTIONS 1, 2 and 3
1.
To elect Andrew J. Cole as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
2.
To elect Richard R. Green as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
3.
To elect David E. Rapley as a director of Liberty Global for a term expiring at the annual general meeting to be held in 2022.
Our board of directors currently consists of 11 directors, divided among three classes. Directors in each class serve staggered three-year terms. Our Class III directors, whose term will expire at the AGM, are Andrew J. Cole, Richard R. Green and David E. Rapley. These directors are nominated for re-election to our board to continue to serve as Class III 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 III directors who are elected at the AGM will expire at the annual general meeting of our shareholders in the year 2022. Our Class I directors, whose term will expire at the annual general meeting of our shareholders in the year 2020, are Miranda Curtis, John W. Dick, JC Sparkman and J. David Wargo. Our Class II directors, whose term will expire at the annual general meeting of our shareholders in the year 2021, are Michael T. Fries, Paul A. Gould, John C. Malone and Larry E. Romrell.
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 three nominees for election as directors and the eight directors of our company whose term of office will continue after the AGM, including the age of each person, the positions with our company or principal occupation of each person, individual skills and experiences, certain other directorships held and the year each person became a director of our company. The number of our ordinary shares beneficially owned by each director, as of April 1, 2019, is set forth in this proxy statement under the caption Security Ownership of Certain Beneficial Owners and Management—Security Ownership of Management. As indicated in the biographies, our board believes the skills and experiences of each of our nominees, as well as our other directors, qualify them to serve as one of our directors.
Vote and Recommendation
We have majority voting for the election of directors. When a quorum is present, the affirmative vote of a simple majority of the votes cast by the holders of our voting shares (voting together as a single class) is required to elect Messrs. Cole, Green and Rapley as Class III members of our board of directors, as provided in resolutions 1, 2 and 3, respectively.
Our board of directors recommends a vote “FOR” the election of each nominee to our board of directors.

20


Nominees for Election of Directors
Name & Positions
 
Experience
 
 
 
Andrew J. Cole
Age: 52
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 Verizon, Sprint, AT&T, BT, Warner Music, Disney, Google and with Steve Jobs on the iPhone® in 2005-06 when he was president of CSMG Adventis, a strategic consultancy firm that focused on the telecommunications media and entertainment markets, from October 2005 to April 2007.
Mr. Cole’s extensive background in the telecommunication and media industry and his particular knowledge and experience in the mobile sector as well as his expertise in marketing and strategy contributes to our board’s evaluation of our mobile business and acquisition and divestiture opportunities and strategies and our capital structure and strengthens our board’s collective qualifications, skills and attributes.

Richard R. Green
Age: 81
Director since: December 2008
Public Company Directorships:
Shaw Communications Inc. (since July 2010)
Liberty Broadband Corporation
   (since November 2014) GCI Liberty Inc.
   (since March 2018)
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: 77
Director since: June 2005
Public Company Directorships:
Liberty Media Corporation (since September 2011)
Qurate Retail, Inc.
  (since July 2002)
Other positions:
Merrick & Co.
  (director 2003 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. From January 2000 to December 2014, Mr Rapley served as president and chief executive officer of Rapley Consulting, Inc. Mr. Rapley has authored technical papers on engineering processes and computer systems.
Mr. Rapley’s significant professional and business background as an engineer, entrepreneur and executive contributes to our board’s consideration of technological initiatives and challenges and strengthens our board’s collective qualifications, skills and attributes.

21


Directors Whose Term Expires in 2020
Name & Positions
 
Experience
 
 
 
Miranda Curtis                                              
Age: 63
Director since: June 2010
Public Company Directorships:
Liberty Latin America Ltd.
      (since December 2017)
Marks & Spencer plc
(February 2012 to January
 2018)
Other Positions:
Foreign and Commonwealth Office (U.K.) (Lead Director)
   

 
Ms. Curtis has over 30 years of experience in the international media and telecommunications industry, starting with the international distribution of programming for the BBC before moving to the cable industry. Her most recent positions were as an executive officer of our predecessor LGI and its predecessor where she served as President of Liberty Media International Inc. and subsequently as President of Liberty Global Japan. In these positions, she oversaw cable and programming investments in Europe and Asia. In particular, she was responsible for the negotiation, oversight and management of a joint venture with Sumitomo Corporation that led to the formation of Jupiter Telecomunications Co. Ltd., 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 (J:COM), as well as other content ventures in Europe and Asia. In early 2010, Ms. Curtis retired from her officer positions with our company following the sale of substantially all of our investments in Japan.
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: 81
Director Since: June 2005
Other Positions:
O3B Networks Ltd.
   (Chair October 2007 to August 2016)

 
Mr. Dick has over 40 years of experience as a founder, director and chairman of public and private companies in a variety of industries, including real estate, automotive, telecommunications, oil exploration and international shipping based in a number of countries and regions, including the U.S., Canada, Europe, Australia, Russia, China and Africa. Mr. Dick 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: 86
Director since: June 2005
Public Company Directorships:
Shaw Communications Inc. (since 1994)
Universal Electronics Inc. (since 1998)

 
Mr. Sparkman has over 40 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.

22


Name & Positions
 
Experience
 
 
 
J. David Wargo
Age: 65
Director since: June 2005
Public Company Directorships:
Discovery, Inc.
    (since September 2008)
Liberty TripAdvisor
    Holdings, Inc.
    (since August 2014)
   Liberty Broadband
   Corporation
   (since March 2015)
Vobile Group Ltd.
   (since January 2018)
Strategic Education, Inc.
    (March 2001 to April 2019)

 
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-founding member of Peters Creek Entertainment LLC from 2010 and is a co-founding member of Asia Vision LLC from 2015. Mr. Wargo is a co-founder and was a member of New Mountain Capital, LLC from 2000 to 2008.
Mr. Wargo’s extensive background in investment analysis and management and as a public company board member and his particular knowledge of, and experience with, finance and capital markets contribute to our board’s consideration of our capital structure and evaluation of investment and financial opportunities and strategies, provide insight into other public company board practices and strengthen our board’s collective qualifications, skills and attributes.
Directors Whose Term Expires in 2021
Name & Positions
 
Experience
 
 
 
Michael T. Fries                                                  
Age: 56
Director since: June 2005
Public Company Directorships:
Lions Gate Entertainment Corp.
    (since November 2015)
Grupo Televisa S.A.B. (since April 2015)
Liberty Latin America Ltd. (Chair since December 2017)
Other Positions:
Cablelabs®
World Economic Forum--Digital Communications Governor & Steering Committee member


 
Mr. Fries has over 30 years of experience in the cable and media industry. He is the Chief Executive Officer and President of Liberty Global, a position he has held for over 14 years, and is the Vice Chairman of the Liberty Global board. He was a founding member of the management team that launched Liberty Global’s international expansion over 28 years ago, and he has served in various strategic and operating capacities since that time. As an executive officer of Liberty Global and its predecessor, Mr. Fries has overseen its growth into one of the world’s largest and most innovative cable companies with services in 10 countries. With 51 million broadband, video, voice and mobile subscribers, more than 26,000 employees and $16 billion of revenue, Liberty Global is recognized as a global leader in entertainment, media and broadband.
Mr Fries’ significant executive experience building and managing international distribution and programming business, 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: 73
Director since: June 2005
Public Company Directorships:
Discovery, Inc.
    (since September 2008)
Liberty Latin America Ltd. (since December 2017)
Ampco-Pittsburgh Corp. (March 2002 to May 2018)
Other Positions:
O3B Networks Ltd.
   (October 2007 to August 2016)
International Monetary Fund (Advisory Committee)


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

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Name & Positions
 
Experience
John C. Malone
Age: 78
Director since: June 2005
Public Company Directorships:
Liberty Media Corporation (Chair since August 2011)
Qurate Retail, Inc. (since 1994; Chair 1994 to March 2018)
Discovery, Inc. (since September 2008)
Liberty Broadband Corporation (Chair since November 2014)
GCI Liberty Inc. (Chair since March 2018)
Liberty Expedia Holdings, Inc. (Chair since November 2016)
Liberty Latin America Ltd. (since December 2017)
Charter Communications, Inc. (May 2013 to July 2018)
Lions Gate Entertainment Corp (March 2015 to September 2018)
Expedia Group, Inc. (December 2012 to December 2017)
Liberty TripAdvisor
   Holdings, Inc. (August 2014 to June 2015)
Sirius XM Radio, Inc.
    (April 2009 to May 2013)
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: 79
Director since: June 2005
Public Company Directorships:
Liberty Media Corporation (since September 2011)
Qurate Retail, Inc.
   (since December 2011)
Liberty TripAdvisor
  Holdings, Inc.
 (since August 2014)

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


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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, 52
 
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) and a director of Liberty Latin America Ltd. (Liberty Latin America).
Michael T. Fries, 56
 
Chief Executive Officer, President and Vice Chairman of our board since June 2005. From January 2004 to June 2005, Mr. Fries served as Chief Executive Officer of UnitedGlobal.com Inc. (UGC), one of the companies that formed our predecessor LGI. 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 and 3—Directors Whose Term Expires in 2021.
Bryan H.
Hall, 56 
 
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 general counsel of Virgin Media Inc. (Virgin Media) from June 2004 until January 2011. 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.
Enrique Rodriguez, 57
 
Executive Vice President & Chief Technology Officer since July 2018. Mr. Rodriguez served as the President and Chief Executive Officer and a member of the Board of Directors of TiVo Corporation (TiVo) from November 2017 to July 2018. Prior to joining TiVo, Mr. Rodriguez was Executive Vice President and Chief Technology Officer of AT&T Entertainment Group from August 2015 to November 2017. From January 2013 to July 2015, he served as Executive Vice President, Operations and Products for Sirius XM and was Group Vice President of Sirius XM from October 2012 to January 2013. Prior to his employment with Sirius XM, Mr. Rodriguez was the Senior Vice President and General Manager of Cisco Systems’ Service Provider Video Technology Group.

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.
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. After nearly three decades of building and growing our cable operations in Europe, we have announced or completed transactions in six of our 12 markets representing an aggregate enterprise value of $31 billion and estimated net cash proceeds to our company of $16 billion as of the announcement dates of the transactions. Our continuing operations are located in the U.K., Ireland, Belgium, Poland and Slovakia serving 10.8 million customers at December 31, 2018. These customers subscribed to 25.3 million services, consisting of 8.6 million video, 9.3 million broadband internet and 7.4 million telephony subscriptions. In addition, we had approximately 6.0 million mobile subscribers at December 31, 2018. Through our 50/50 joint venture with Vodafone PLC in the Netherlands, we serve another 4.0 million customers subscribing to 10 million fixed-line and mobile services. Our businesses operate in an environment marked by intense competition, extensive regulation and rapid technological change. We place great importance on our ability to attract, retain, motivate and reward talented executives who, faced with these challenges, can execute our strategy to drive shareholder value through strong organic growth, technology innovation and product convergence and prudent capital structure management.
In this section, we provide an overview of our compensation process and philosophy, and describe how our executive compensation packages are designed, including greater detail on individual elements of the packages. We also provide detail on the performance of our most recent executive compensation awards and historical context on key decisions and changes that were made with respect to our executives’ compensation packages and other compensation-related matters.

Named Executive Officers. Compensation information is provided for our NEOs — Michael T. Fries, our CEO and also a member of our board of directors; Charles H.R. Bracken, our chief financial officer; and our three other most highly compensated executive officers at the end of 2018: Bryan H. Hall, our general counsel and secretary, Diederik Karsten, our former chief commercial officer, and Enrique Rodriguez, our chief technology officer. Early in 2019, in connection with a larger operating structure simplification, Mr. Karsten resigned from our company and is no longer an officer. After the information on our NEOs, we also provide information relating to the compensation of our directors (other than Mr. Fries).

Divestments. This proxy statement describes compensation paid in 2018, a year in which our company entered into significant transactions to dispose of certain businesses. In the year 2018, we disposed of our operations in Austria and entered into agreements to divest businesses in Germany, Hungary, Romania and the Czech Republic, as well as our direct-to-home satellite (DTH) business, at attractive multiples as described below. These operations were held for sale as of December 31, 2018, but the operations remained managed by Liberty Global and their operational and financial performance was part of the incentive programs. Our operations in Germany, Hungary, Romania and the Czech Republic, together with our DTH operations and our former operations in Austria are collectively referred to as Discontinued Operations. References to “full company” mean our continuing operations together with the Discontinued Operations. On December 29, 2017, we split off our former LiLAC Group into a separate publicly-traded company. Additionally in February 2019, we entered into an agreement to sell our operations in Switzerland. Our NEOs work for our company and their terms of employment were not directly impacted by the sales or pending sale transactions. Our public financial reporting has been adjusted to reflect the split-off, the divestitures, and the businesses held for sale. Our various incentive programs have been adjusted per their terms to reflect these transactions.

International Regulations. We are subject to the disclosure requirements of the SEC in the U.S. and the Companies Act in the U.K. In some respects the disclosure requirements in these jurisdictions overlap or are otherwise similar and in other respects they are different, requiring distinct disclosures. The —Compensation Discussion and Analysis below includes disclosure required by the SEC and in certain respects the Companies Act, and the Directors’ Remuneration Report in Appendix A to this proxy statement includes disclosure required by the Companies Act. The Directors’ Remuneration Report will also form part of the U.K. Report and Accounts and should be read in conjunction with the —Compensation Discussion and Analysis below.

The Directors’ Remuneration Report is provided in response to U.K. regulations regarding our directors’ compensation disclosure (or directors’ remuneration report). These regulations require, among other things, a binding shareholder vote on our compensation policy for our directors, including our CEO (who is an executive director) Mr. Fries, at least once every three years and an annual advisory vote on our prior year’s compensation paid to our directors. These regulations are in addition to the regulations we are subject to as a NASDAQ listed company with respect to, among other things, submitting our compensation policy for our NEOs to an advisory vote of our shareholders at least once every three years. At our 2017 AGM, our shareholders approved our compensation policy for our directors, the 2016 compensation paid to our directors and our compensation policy for our NEOs as required under the foregoing respective regulations.


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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:
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.
2018 Business Highlights
We invest in the infrastructure and digital platforms that empower our customers to make the most of the video, internet and communications revolution. Our substantial scale and commitment to innovation enable us to develop market-leading products delivered through next-generation networks. Our 2018 operating and financial performance is reported publicly on the basis of our continuing operations and on a full company basis. For information regarding rebased growth and operating cash flow (OCF) and adjusted free cash flow calculations, including required reconciliations, please see our February 27, 2019 earnings release for the year ended December 31, 2018. OCF is defined as revenue less operating costs and administrative expenses (excluding share-based compensation, depreciation and amortization, provisions and provision releases related to significant litigation and impairment, restructuring, and other operating items (which includes gains and losses on the disposition of long-lived assets, direct acquisition and disposal costs and other acquisition-related items)). February 2018 FX guidance described below uses February 2018 exchange rates of Euro/USD 1.23 and GBP/USD 1.38.

Continued Operations:
ü Rebased revenue growth of 2.2% to $12.0 billion
B2B revenue growth of 7.2%
Strong revenue performance in core U.K. market (Virgin Media)
ü Rebased OCF growth of 3.5% to $5.2 billion
Supported by strong performances in Belgium (Telenet) and the U.K. (Virgin Media)
ü Operating income increased 10.3% to $839.1 million
Fourth quarter operating income increased 73.2% to $252.2 million
ü Continuing investments in U.K. and Ireland new build program with 144,000 new premises
Discontinued Operations:
ü Rebased revenue growth of 5.4% to $4.0 billion
ü Rebased OCF growth of 6.1% to $2.4 billion
Full Company:
ü
Significant and opportunistic M&A transactions that, if closed as expected, will provide for $16 billion of cash proceeds:
Completed sale of UPC Austria for a price of 11x 2017 OCF
Agreement to sell our operations in Germany, Hungary, Romania and the Czech Republic for a price of 11.5x 2017 OCF
Agreement to sell our DTH operations
Subsequent to 2018, agreement to sell our operations in Switzerland for a price of 10x 2019 OCF
ü Achieved OCF growth of 4.3%
ü Achieved 2018 free cash flow target of $1.6 billion at guidance FX
ü Approximately $2.0 billion of share repurchases in 2018
ü Liquidity of $4.0 billion with over 75% of the maturity dates on our debt not due until 2024 or after

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Fully swapped borrowing cost of 4.3% at year-end 2018

Compensation Structure—Pay for Performance
We place great importance on our ability to attract, retain and motivate talented executives who can be responsive to new and different opportunities for our company and thereby create value for our customers and shareholders. We believe that our executive compensation program plays a key role in that endeavor. Each of our NEOs received annual performance bonus awards and multi-year performance-based equity incentive awards in 2018 as part of their total compensation packages. These awards provide a direct link between pay and performance under our executive compensation program. In general, we seek to design compensation packages for individual executives based on the scope of the executive’s responsibilities, the executives’ overall influence and impact on our company’s financial and operational performance, the executives’ performance history, and a determination of what is competitive compensation in the market for similar roles, if such data is available. We continue to refine our compensation 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. The committee is responsible for identifying our primary goals with respect to executive compensation, implementing compensation programs designed to achieve those goals, subject to appropriate safeguards to avoid unnecessary risk taking, and monitoring performance against those goals and associated risks. The chair of our compensation committee reports to our board of directors on annual compensation decisions and on the administration of existing programs and development of new programs. The members of our compensation committee are “independent directors” (as defined under the NASDAQ rules), “non-employee directors” (as defined in Rule 16b-3 of the SEC’s rules under the Exchange Act) and “outside directors” (as defined in Section 162(m) of the U.S. Internal Revenue Code of 1986 and the regulations and interpretations promulgated thereunder (the Code)).
Compensation decisions with respect to our executive officers, including our NEOs, are made by our compensation committee. Our CEO is actively engaged in providing input to the compensation committee on compensation decisions for our members of senior management in a variety of ways, including recommending annual salary increases, annual performance goals and the level of target and/or maximum performance awards for the executive team and evaluating their performance. With the assistance of our Human Resources and Legal Departments, he is also involved in formulating the terms of proposed performance or incentive award programs for consideration by the compensation committee, evaluating alternatives and recommending revisions. Other senior officers, within the scope of their job responsibilities, participate in gathering and presenting to the compensation committee various legal, tax and accounting analyses relevant to compensation and benefit decisions. Decisions with respect to our CEO’s compensation are made in private sessions of the compensation committee without the presence of management.
In making its decisions, the compensation committee ultimately relies on the general business and industry knowledge and experience of its members and the compensation committee’s own evaluation of company and NEO performance. From time to time, the compensation committee may retain a compensation consultant to assist it in evaluating proposed changes in compensation programs or levels of compensation and to provide comparative data. At the 2017 annual general meeting, shareholders representing a majority of our shares entitled to vote and present at such meeting approved, on an advisory basis, the compensation of our NEOs, as disclosed in the proxy statement for such meeting. As a result of that vote, the compensation committee did not implement significant changes in the overall executive compensation program.
In 2018, the compensation committee did not retain any consultants or advisers. Because there were no material changes in the compensation structure for our NEOs in 2018, it did not expressly consider any specific comparator data in connection with its evaluation of the compensation of our NEOs for 2018. With regards to Mr. Rodriguez, who was hired mid-year, the compensation committee used our former chief technology officer’s compensation as a frame of reference in determining his compensation. 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 and department performance objectives tailored to each executive’s role and responsibilities in our company to ensure individual and department accountability
Pay for performance that is in alignment with the established objectives
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’ 2018 target total compensation that is allocable to base salary, target annual performance bonus awards and multi-year performance-based equity incentive awards in the form of performance-based restricted share units (PSUs) and SARs.
2018 Total Direct Compensation Opportunity for NEOs-Average
picture5a01.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

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the compensation committee of actual performance;
from time to time, comparative pay data for similarly situated employees of companies in our industry and companies with which we compete for talent; and
retention risks at specific points in time with respect to individual executives.
Long-Term Contracts
The compensation committee believes that long-term fixed contracts with senior executives promote stability in management and achievement of Liberty Global’s strategic objectives. The contracts include customary non-compete and non-solicitation clauses after an executive’s employment term is ended and in the case of our European executives the contracts provide for customary notice periods from the executive should he or she resign from service. Notice may be six months or more in European contracts. Our CEO and the other NEOs, with the exception of our general counsel, are subject to employment agreements, which are described below in —Employment and Other Agreements.

Setting Executive Compensation
To achieve these compensation objectives, the compensation packages provided to members of our senior management, including our NEOs, include three main components: base salary, annual performance bonus awards and multi-year equity incentive awards. These three main components of compensation were also made available to approximately 1,250 employees across our global operations. In addition, certain members of senior management, including our NEOs, may participate in our Deferred Compensation Plan (as defined below).The relative weighting of the components, the design of the performance and incentive awards and the overall value of the compensation package for individual employees varies based on the employee’s role and responsibilities.
For members of our senior management, including our NEOs, the total value of the compensation package is most heavily weighted to performance and incentive awards because of the significance of each officer’s roles and responsibilities to the overall success of our company. Further, multi-year equity incentive awards are the largest component of executive compensation, serving the goals of retention as well as alignment with shareholders’ interests. The compensation committee’s objective is for a substantial majority of each executive officer’s total direct compensation (that is, base salary plus target annual performance bonus award plus target annual equity incentive) to be comprised of the target value of his or her multi-year equity incentive awards.
Elements of Our Compensation Packages
The implementation of our compensation approachgenerally and for 2018 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. Our CEO’s salary was set in the Original Fries Agreement at $2,000,000, with any adjustments based on that amount. In 2014, the salaries for each of Messrs. Bracken, Hall and Karsten were set at $1,000,000, with a budgeted exchange rate on such amount for our non U.S.-based NEOs, and all adjustments are from such amounts. Mr. Bracken’s salary was subsequently adjusted in 2017 to reflect his increased responsibilities for our company’s finance function including commercial finance, accounting and financial reporting, investor relations, procurement and treasury matters. Mr. Rodriguez’s salary was set in his employment agreement at $1,000,000 with any adjustments to be based on that 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.
2018 Base Salaries. In 2018, our compensation committee accepted our CEO’s recommendation that none of our senior executive officers, including our CEO and other NEOs, receive an increase in base salary due to management’s decision to concentrate and focus annual salary increases at the lower levels of our company. For 2018, our budget authorized base salary increases for our U.S. and corporate-level European employees of 2.25% in the aggregate. Only positions below managing director or equivalent were eligible to receive a 2018 annual salary increase.
2019 Base Salaries. In March 2019, our compensation committee approved a 2.5% increase in the base salaries for each of our NEOs, resulting in a base salary of $2,143,000 for our CEO, $1,121,632 for Mr. Bracken, $1,072,000 for Mr. Hall and $1,025,000 for Mr. Rodriguez. These increases were in-line with the budget authorization of 2.5% given to each department and

30


business unit for aggregate salary increases for our corporate-level employees based in Europe and in the U.S. The 2019 salary increases for our corporate employees, including our NEOs, became effective on April 1, 2019. Our CEO’s salary was subsequently adjusted to $2.5 million as of April 30, 2019 in connection with a renewal of his employment agreement as described below in —Employment and Other Agreements.
Annual Performance Bonus Awards
General. Annual performance bonus 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 performance program and his recommendations with respect to their bonuses. 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 bonus 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 annual bonus. The compensation committee also approves the amount to be paid to the other participants in the program, including our other NEOs, with respect to their annual bonuses. Generally at the same meeting, the compensation committee approves the terms of the annual performance bonus program for the current year, including the individual performance goals for our CEO for the coming year.
In connection with our annual performance bonus program, we are encouraging increased share ownership among senior management, including our NEOs, in our various countries and corporate operations, aligning incentives among employees and shareholders. As a result, the compensation committee implemented a shareholding incentive program that allows senior management to elect to receive up to 100% of their annual bonus in ordinary shares of Liberty Global in lieu of cash. A participant who elects to receive shares in respect to their annual bonus will also receive RSUs equal to 12.5% of the gross number of shares earned under the annual bonus. The RSUs will vest one year after grant date, provided the participant holds all of the shares issued in respect to the respective annual bonus through that period. The number of ordinary shares granted will be based on the closing prices of our Liberty Global Class A and Liberty Global Class C shares on the date the bonus is paid and delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. The compensation committee may also elect to issue Liberty Global Class B shares under the shareholding incentive program. The option to receive and hold shares commenced with the 2018 annual performance bonus program.

Design of 2018 Annual Bonus Program. In approving the 2018 annual performance bonus program (the 2018 Annual Bonus Program) the compensation committee followed the general design of the 2017 Annual Bonus Program. As with the 2017 annual performance bonus program, the 2018 Annual Bonus Program had two financial and two operational performance metrics. The compensation committee selected these metrics for the annual bonuses to ensure that management would be focused on a variety of key performance metrics, including a customer service metric. Although the design of the 2018 Annual Bonus Program is similar to the 2017 program, the compensation committee made certain modifications to the threshold and weighting for the financial performance metrics. The 2018 target achievable performance bonus 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 $10.0 million.
The key elements of the 2018 Annual Bonus Program were:
Each participant’s target achievable performance bonus was based on achievement against four performance metrics, including two financial performance metrics:
2018 budgeted revenue on a consolidated basis (20%);
2018 budgeted OCF on a consolidated basis (40%);
target average customer relationship net promoter score (rNPS) on a consolidated basis (20%); and
specified target goals and objectives of each participant’s department (20%).

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Based on the achievement of these financial and operational performance metrics (except the department performance metric), a payout of up to 150% of the target bonus amount was available for over-performance against budget or target.
Each participant’s 2018 individual APR served as a multiplier on the overall bonus payout (0 to 1.5x), which could increase the 2018 annual bonus to up to 210% of the participant’s target bonus.
The base performance objective for our CEO required that either 40% of 2018 consolidated budgeted revenue growth or 40% of 2018 consolidated budgeted OCF growth be achieved.
The same general design was also implemented with similar performance metrics and weightings for the 2018 bonus programs for approximately 1,400 employees in our corporate offices in the U.K., the U.S. and the Netherlands.
Budgeted growth was determined by comparing rebased 2018 results for the applicable metric to the amount budgeted for that metric in the 2018 consolidated and operating unit budgets approved by our board. For consolidated Liberty Global, the 2018 budget provided for revenue of $16.1 billion and OCF of $7.7 billion, subject to adjustments as described below (such as currency exchange, acquisitions and dispositions and unbudgeted events). The payout schedule for each financial metric is based on the percentage achievement against the 2018 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 consolidated target for rNPS is (24.1) where each operating company rNPS is weighted by revenue (excluding business and mobile subscriber revenue). The following tables set forth the performance against budget or target and related payouts approved by the compensation committee.
Payout Calculation Methodology: Financial
 
Potential Payout % re: Achievement of 2018 Budget
Achievement over 2017
 
Revenue (20%Weighting)
 
OCF (40%Weighting)
 
Payout (% of Weighted Portion of Target Bonus Amount) (1)
Over-Performance
 
≥ 102.5%
 
≥ 105.0%
 
150.0%
% Growth Contemplated in 2018 Budget
 
100.0%
 
100.0%
 
100.0%
< 50.0%
 
—%
 
—%
 
—%
_______________
(1)
Percentages shown represent the payout (prior to the APR multiplier) that would result if specified performance levels were achieved for revenue and OCF budget. 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.
Payout Calculation Methodology: rNPS
 
Potential Payout % re: Achievement of 2018 Target
Achievement of rNPS Target
 
rNPS Target
 
 
Payout (% of Weighted Portion of Target Bonus Amount) (1)
Over-Performance
 
+2.5 points above Target
 
 
150.0%
Target
 
-2.5 to 0
 
 
100.0%
Minimum Performance
 
-7.5 points below Target
 
 
—%
_______________
(1)
Percentages shown represent the payout that would result if specified performance levels were achieved for rNPS targets. Payout percentages for percentage achievement of rNPS target, which fall in between points specified in the table would be determined by straight-line interpolation.
Department Performance Metric
The department performance metric is based on goals and objectives submitted in March 2018 by each member of senior management, including our NEOs. These goals and objectives were reviewed and approved by our CEO and the compensation committee. Maximum payout of the department metric is 100% of the weighted portion (20%) and no additional payout for over-performance.
The total payout based on the above performance metrics would represent the sum of the percentages derived by multiplying 20% times the respective payout percentage for revenue and 40% times the respective payout percentage for OCF, plus the percentage derived by multiplying 20% times the payout percentage for rNPS, plus the department metric percentage, with a

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maximum payout of 140%. 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 2018 APR:
pciture35.jpg
The compensation committee considered the following when it approved this design for the 2018 Annual Bonus Program:
weighting the OCF financial metric more heavily than the budgeted revenue would provide incentives to control operating costs and still encourage revenue growth
using the average rNPS score for the year avoids short term fluctuations
the department metric promotes engagement, encourages collaboration amongst employees within each department and ensures that each department is focused on key projects and initiatives that are aligned to the overall strategic priorities of the company
including an over-performance provision would provide continuing incentive for above budget achievement
using the APR as a multiplier promotes engagement of participants and rewards individual performance

2018 Performance. At its meeting on February 21, 2019, the compensation committee reviewed the actual consolidated revenue and OCF for 2018 based on our audited 2018 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 2018 financial performance, the performance of the NEO’s department against specific goals and the individual NEO’s performance overall as compared to his 2018 performance goals, taking into account the payout schedules for the performance metrics and individual performance. The compensation committee also determined that for the CEO award the base performance objective of achieving at least 40% of either budgeted OCF growth or revenue growth had been achieved. Liberty Global’s results for 2018 included its continuing operations and Discontinued Operations held at year-end. Therefore, performance against target was based upon results of our full company’s operations.
The compensation committee first considered the percentage of budgeted revenue and budgeted OCF achieved in 2018. For this purpose, the 2018 budget was adjusted in accordance with the terms of the 2018 Annual Bonus Program and for certain other unbudgeted events that the compensation committee, in its discretion and consistent with past practice, determined distorted performance against the financial performance metrics. These revisions included adjustments (1) to reflect consistent foreign currency exchange translations, (2) to reflect costs associated with the announced disposition transactions, (3) to include various small acquisitions, (4) to exclude the benefit of issuing shares in lieu of cash under the annual bonus program, and (5) to reflect other adjustments. In the aggregate, these adjustments resulted in a net decrease of budgeted revenue to $15.7 billion and a net decrease of budgeted OCF to $7.4 billion. Actual adjusted 2018 revenue was 99.7% of budgeted 2018 revenue and actual adjusted 2018 OCF was 99.2% of budgeted 2018 OCF on a consolidated basis. The rNPS score was slightly above the target zone. In summary, the adjustments made were consistent with the terms of the program and past practice.
The following graphs illustrate the compensation committee’s performance and payout calculations. When these results are applied to the relevant payout schedules, it resulted in an achievement of 90.2%, 82.6% and 101.0% of target for performance against revenue, OCF and rNPS performance, respectively.

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pciture46.jpg
pciture42.jpg
The compensation committee reviewed the achievements of each department against such department’s stated goals and objectives. The department performance goals consisted of numerous qualitative measures tailored to each department’s role within our company. Below is a brief description of the goals and objectives of the departments of which our NEOs are members.
Office of CEO: tailored around the individual performance goals of our CEO for 2018, which are described below
Finance & Treasury: drive simplification and harmonization of processes, integrate long range plan, deliver procurement price savings and shared services savings, improve investor relationships and manage budget challenges
Legal & Regulatory: further develop the company’s relationships with external stakeholders, manage M&A transactions, effective execution of regulatory, corporate affairs and legal matters, including GDPR obligations, and improve management of litigation
Commercial Operations: increase market share through value propositions for both retail and business, improve cost efficiencies, strengthen collaboration across markets and increase market share for fixed mobile convergence
Technology & Innovation: successful launch of products across additional markets, deliver on core network initiatives, drive efficiencies among operations, strengthen T&I quality program and network expansions
In the evaluation of each department’s performance in 2018, the compensation committee considered the various achievements by each department, including how these actions affected the performance of our company’s operations. The compensation committee determined that the departments of each NEO met their overall goals and objectives for 2018 and approved a payout of 100% of the department component of the overall annual bonus.
At its February 21, 2019 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,

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financial, transactional, organizational and/or operational goals tailored to the individual’s role within our company. Over achievement of individual performance goals can increase the amount of the bonus earned.

Our CEO’s performance goals included both financial and operational targets, functional objectives in each of the core departments and support our board in fulfilling its responsibilities, as well as personal development. The financial metrics focused on driving costs efficiencies based on our 2018 budget. In the evaluation of his 2018 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 compensation committee noted that we had a number of significant accomplishments in 2018 under the leadership of Mr. Fries, including the sale of our Austrian business and the announced sale of our businesses in Germany, Hungary, Romania and the Czech Republic, as well as our DTH operations. In addition, various key initiatives in the final year of our Liberty GO program were accomplished under his leadership, including expansion of our footprint through our large scale “lightning” new build program, delivery on customer propositions, increased collaboration across businesses, sale of Discontinued Operations at premium prices, setting of strategic vision for our company, progress in delivering fixed-mobile convergence across our footprint and cost efficiencies through transformation and procurement savings. The compensation committee also considered Mr. Fries’ responsibilities with respect to overall corporate policy-making and management, in-depth knowledge of our multi-national operations and complex finances, the regulatory and organizational complexities in which we compete, as well as his strong leadership capabilities in delivering key long-term strategic objectives in a challenging global economy and his handling of unanticipated additional responsibilities.

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 2018 performance goals. The members of the compensation committee also have frequent interaction with each of these executives at meetings of the board of directors and events planned for the directors, 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 treasury, accounting, capital allocation, finance function and operating cost efficiencies, optimizing company processes and managing our company’s leverage target. Mr. Hall’s goals related to continued improvement on the commercial contract process, developing support functions with key operations throughout our company and drive efficiencies on and effective execution of significant transactions. Mr. Karsten’s goals related to delivering key financial and commercial targets, deliver compelling propositions for customers, create customer loyalty programs, managing price increases, executing strategy on business customers and strengthening collaborative initiatives across operations. Mr. Rodriguez’s goals, who joined our company in July 2018, related to improving efficiencies of capital expenditures, reorganization of T&I, delivering on product initiatives in key areas, improving quality of services and expanding key connectivity enhancements. 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.
The compensation committee approved the percentage payout for performance against financial and operational metrics and earned bonus payouts for each of the NEOs as set forth in the tables below. The compensation committee considered each NEOs individual performance, overall contributions and APR for 2018 in determining the earned bonus amounts.
2018 Annual Performance Bonus Results
 
 
 
% Payout for Revenue Performance (20%)
 
% Payout for OCF Performance (40%)
 
% Payout for rNPS Performance (20%)
 
% Payout for Department Performance (20%)
 
Weighted Aggregate % of Target Bonus
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
90.2%
 
82.6%
 
101.0%
 
100.0%
 
91.2%
 
 
 
 
 


 
 
 
 
 
 
 
 
Name
 
Earned Bonus Amount(1)
 
 
 
 
 
Michael T. Fries
 
$10,159,397
 
 
 
 
 
Charles H.R. Bracken
 
$2,539,849
 
 
 
 
 
Bryan H. Hall
 
$2,208,565
 
 
 
 
 
Diederik Karsten
 
$2,208,565
 
 
 
 
 
Enrique Rodriguez
 
$967,817
 
_______________

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(1)
Final payouts of approved bonus awards were subject to further adjustments due to rounding, exchange rates and other factors. The approved bonus amount for Mr. Rodriguez is pro-rated as he did not join Liberty Global until mid-2018.
In making the foregoing performance evaluations for the 2018 Annual Bonus Program, the compensation committee also approved payment of 2018 annual performance bonuses to our executive officers, including our NEOs, and certain other officers and key employees in ordinary shares of Liberty Global. The number of ordinary shares granted were based on each employee’s election of such payment of their earned bonus under the shareholding incentive plan and the closing prices of our Liberty Global Class A and Liberty Global Class C shares on March 15, 2019 and, except in the case of our CEO, delivered on a 1:2 ratio between our Liberty Global Class A and Liberty Global Class C shares. With respect to our CEO, the compensation committee authorized the delivery of our Liberty Global Class B shares for his earned 2018 annual performance bonus. In addition, each NEO received a grant of RSUs for the number of shares representing 12.5% of the shares issued under the program. This premium RSU will vest on March 1, 2020, if the NEO retains the shares received in the 2018 Annual Bonus Program. The shareholding incentive aspect of the 2018 Annual Bonus Program was launched in 2018 to encourage increased share ownership among senior management across our company.
The amounts paid to our NEOs under the 2018 Annual Bonus Program in shares and cash are reflected in the Summary Compensation Table below under the “Stock Awards” and “Non-Equity Incentive Plan Compensation” columns, respectively.
Decisions for 2019. On February 21, 2019, our compensation committee approved individual performance goals and set the target achievable bonuses for members of our senior management, including the persons we expect to be our NEOs for 2019. They also approved the financial and operational targets for earning the awards. Subsequently on April 11, 2019, our compensation committee approved the department performance goals. In approving these awards, our compensation committee modified the general design of the 2019 annual performance bonus program from the previous year’s bonuses. To emphasize the importance of capital expenditures, the compensation committee replaced the OCF metric with operating free cash flow (OFCF). OFCF is defined as OCF less property and equipment additions. It then rebalanced the weighting of financial metrics to provide equal emphasis on OFCF and revenue. With these changes, the target 2019 annual performance bonus program will be split between the achievement of budgeted growth in revenue and OFCF, achievement of a target zone for rNPS and achievement against specified department goals and objectives for the fiscal year ending December 31, 2019. Based on the achievement of the financial and operational performance metrics (except the department performance metric) a payout of up to 140% of the target bonus amount is available for over-performance against budget or target. In addition, each participant’s 2019 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 2019 annual performance bonus to up to 210% of the target bonus amount or with respect to participants at the country participation level up to 225% of the target bonus amount. The 2019 target achievable performance bonus is $15.0 million for our CEO pursuant to the terms of his employment agreement, as renewed on April 30, 2019, and ranges from $2.0 million to $2.5 million for each of the persons expected to be our 2019 NEOs.
The same general design was also implemented, with similar performance metrics and weightings, for the 2019 annual performance bonus program for other officers and senior management throughout the company (corporate and country operations). For senior executives with direct oversight of operating unit(s) and their teams, the target 2019 annual performance bonus will be split between the achievement of budgeted growth in revenue and OFCF 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 OFCF for the fiscal year ending December 31, 2019. 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

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and extending the applicable performance period to three years. 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), including minimum performance thresholds and setting maximum payouts for over-performance. The level of achievement of the performance target within a range established by the compensation committee determines the percentage of the PSU award earned during the performance period, subject to reduction or forfeiture based on individual performance 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 and on terms consistent with our standard form of SAR award agreement, including a four-year vesting schedule. Commencing with awards of SARs granted in 2019, the compensation committee increase the standard term from seven years to 10 years.
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;
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 ended on December 31, 2018. This program was a comprehensive plan to drive top-line growth while maintaining tight cost controls. The Liberty GO program capitalized on revenue opportunities associated with our large and growing customer base, our network expansion, mobile operations and business services goals. It also provided greater efficiencies by leveraging our scale more effectively. Underpinning this program was a commitment to customer centricity, which we continue to believe is key to succeeding in an ever more demanding consumer market.
Decisions for 2016 PSUs. As described above, our equity incentive awards have generally 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. In February 2016, however, our compensation committee determined that for the 2016 PSUs, 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.

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The performance period for the 2016 PSUs was January 1, 2016 to December 31, 2018 and the compensation committee made no PSU grants in 2017 for participants who received 2016 PSUs. The performance measure for the 2016 PSUs was based on a target compound annual growth rate in consolidated operating cash flow (OCF CAGR) of 6%. The following table sets forth the threshold, target and maximum performance levels and related payouts approved by the compensation committee:
 
 
Potential Performance
 
 
Performance Level
 
OCF CAGR
 
Payout
Maximum
 
167.0
%
 
10.0
%
 
300.0
%
Target
 
100.0
%
 
6.0
%
 
100.0
%
Threshold
 
75.0
%
 
4.5
%
 
75.0
%
The compensation committee determines the actual payout by “straight-line interpolation” if our actual OCF CAGR for the performance period falls between the specified threshold, target and maximum performance levels in the table. The actual OCF CAGR for the performance period is calculated by comparing 2018 consolidated annual OCF against 2015 consolidated annual OCF, as adjusted for events during the performance period such as changes in foreign currency exchange rates and accounting principles or policies and any other event that the compensation committee determines has the effect of distorting performance against the target OCF CAGR. At the January 28, 2019 meeting of our compensation committee, the compensation committee reviewed the calculations of 2015 and 2018 consolidated annual OCF and the resulting OCF CAGR, as adjusted pursuant to the terms of the 2016 PSU grant agreements, and determined that the base performance objective of achievement of at least 50% of the target OCF CAGR had been achieved.
The required adjustments to the 2015 OCF CAGR made pursuant to the terms of the 2016 PSU grant agreements included adjustments related to:
foreign currency exchange translations;
the application of new U.S. GAAP accounting policies applied;
acquisitions and dispositions during the performance period including related unbudgeted integration, disposition and dis-synergy costs; and
certain unbudgeted costs related to U.S. tax reform.
These adjustments, in the aggregate, decreased our consolidated annual OCF for 2015 of $6.8 billion to $6.4 billion and increased our actual OCF CAGR achievement for the performance period from 4.3% to 4.9%. Liberty Global’s results for 2018 included its continuing operations and Discontinued Operations held at year-end. Therefore, performance against target was based upon results of our full company’s operations.
Based on the foregoing, the compensation committee determined that approximately 82.3% of the target OCF CAGR had been achieved. This determination was made by dividing the adjusted actual OCF CAGR achieved (4.9%) by the adjusted target OCF CAGR (6.0%) using maximum available precision. That percentage achievement of the target OCF CAGR, which fell between the threshold and target levels in the preceding table, translated into 82.3% of the target 2016 PSUs being earned, as shown below. The tables below set forth the percentages achieved and the actual number of the 2016 PSUs that were earned and which were converted to time-vested RSUs pursuant to the terms of the 2016 PSUs. The actual number of shares delivered to an NEO is subject to applicable tax withholding. At its meeting on February 21, 2019, the compensation committee further determined that based on each NEO’s individual performance over the performance period, no reduction would be made to the percentage of target 2016 PSUs, which had been earned based on financial performance.
 
 
 
Adjusted Actual OCF CAGR
 
Target OCF CAGR
 
Performance Level
 
Payout Percentage
 
 
 
 
 
 
 
 
 
 
 
 
 
4.9%
 
6.0%
 
82.3%
 
82.3%
 
 
 
 
 
 
 
 
 
 
 
 

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Name
 
Liberty Global
Class A RSUs
 
Liberty Global
Class C RSUs
 
 
 
 
 
 
 
Michael T. Fries
 
186,914
 
373,829
 
Charles H.R. Bracken
 
49,844
 
99,688
 
Bryan H. Hall
 
39,875
 
79,750
 
Diederik Karsten
 
49,844
 
99,688
 

The compensation committee discussed the goals that the 2016 PSUs had been designed to achieve and was satisfied that these goals had been met.
2018 Equity Incentive Awards. In accordance with our equity incentive program, the compensation committee established the performance measures for the two-year performance period of January 1, 2018 to December 31, 2019 and granted PSUs for that period, as well as time vested SARs. The table below sets forth the target annual equity incentive award values for our NEOs approved by our compensation committee and the grants of PSUs and SARs made to them in March and May 2018, respectively.
 
 
 
 
 
Two-thirds of Target Annual Equity
Value in the Form of
 
One-third of Target Annual
Equity Value in the Form of
Name
 
Annual Target
Equity Value
 
 
Liberty Global
Class A
PSUs Grants
(#)
 
Liberty Global
Class C
PSUs Grants
(#) (2)
 
Liberty Global
Class A
SARs Grants
(#)
 
Liberty Global
Class C
SARs Grants
(#)
 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
$22,500,000
 
 
153,988
 
307,976
 
294,117
 
588,234
 
 
 
 
 
 
 
 
 
 
 
 
Charles H.R. Bracken
 
$6,000,000
 
 
41,064
 
82,128
 
78,431
 
156,862
 
 
 
 
 
 
 
 
 
 
 
 
Bryan H. Hall
 
$4,000,000
 
 
27,376
 
54,752
 
52,287
 
104,574
 
 
 
 
 
 
 
 
 
 
 
 
Diederik Karsten
 
$5,000,000
 
 
34,220
 
68,440
 
65,359
 
130,718
 
 
 
 
 
 
 
 
 
 
 
 
Enrique Rodriguez
 
$5,000,000
 
 
34,214
 
68,428
 
71,777
 
143,554

Pursuant to his employment agreement, the 2018 target annual equity value for our CEO increased to $22,500,000. For our chief financial officer, the 2018 target annual equity value increased to $6,000,000. For our other NEOs, except the chief technology officer which was set in his employment agreement, the 2018 target annual equity values remained unchanged from the PSUs granted in 2016 as part of the equity incentive award component of our executive officers’ compensation packages. Each 2018 PSU represents the right to receive one Liberty Global Class A share or Liberty Global Class C share, as applicable, subject to performance and vesting.

The performance period for the 2018 PSUs is January 1, 2018 to December 31, 2019. The performance target selected by the compensation committee for the base case plan was achievement of a target OCF CAGR based on a comparison of our 2017 actual results to those reflected in our then existing long-range plan for 2019. The target OCF CAGR is subject to upward or downward adjustment, on a mandatory or a discretionary basis, for certain events in accordance with the terms of the grant agreement. For example, the base case plan from which the target OCF CAGR was calculated will be adjusted for acquisitions and dispositions of businesses during the performance period in accordance with guidelines established by the compensation committee and the target OCF CAGR will be recalculated based on the adjusted base case plan. A performance range of 50% to 125% of the target OCF CAGR would generally result in award recipients earning 50% to 150% of their target 2018 PSUs, subject to reduction or forfeiture based on individual performance. One-half of the earned 2018 PSUs will vest on April 1, 2020 and the balance on October 1, 2020.

The compensation committee also established a minimum OCF CAGR base performance objective, subject to certain limited adjustments, which must be satisfied in order for our CEO to be eligible to earn any of his 2018 PSUs. Under the base performance objective, the OCF CAGR must be no less than 40% of the modified target OCF CAGR. If the base performance objective is achieved, our NEOs will be eligible to earn between 50% and 150% of their 2018 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.

The 2018 PSU awards and the SAR awards of our NEOs are reflected in the Summary Compensation Table below under the “Stock Awards” and “Option Awards” columns, respectively.


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Decisions for 2019. In April 2019, the compensation committee approved the grant of 2019 PSUs to the persons we expect to be our 2019 NEOs for two-thirds of their respective target annual equity values. In accordance with his employment agreement, the 2019 target annual equity value for our CEO is $25,000,000. For the other persons we expect to be our NEOs for 2019, the target annual equity value is $6,000,000 for our chief financial officer, $5,000,000 for our chief technology officer and $4,000,000 for our other NEOs. The 2019 PSUs will be divided with one-third as Liberty Global Class A PSUs and two-thirds as Liberty Global Class C PSUs. As the performance measure, the compensation committee again selected growth in consolidated OCF, as adjusted for events such as acquisitions, dispositions and changes in foreign currency exchange rates and accounting principles or policies that affect comparability. The target OCF CAGR selected by the committee was based upon a comparison of our 2018 actual results to those reflected in our long-range plan for 2020. The target OCF CAGR is subject to upward or downward adjustment for certain events in accordance with the terms of the grant agreement. The design of the 2019 PSU awards is based on the design of the annual PSU awards program described above. For details regarding the target annual equity values for Mr. Fries in connection with the grant of annual equity awards under our incentive plans, please see the description of Mr. Fries’ employment agreement under Employment and Other Agreements.
2019 Challenge Performance Awards. As stated above, the compensation committee has three primary objectives with respect to executive compensation — motivation, retention and alignment of interests to create shareholder value. Following the recent and upcoming transactions (the sale of our operations in Austria, the pending sale of our operations in Germany, Hungary, Romania and the Czech Republic, and the recently announced agreement to sell our operations in Switzerland), we will move to a simpler operating structure with fewer management layers and clearer accountabilities and will develop an even more agile, entrepreneurial and customer focused company. Given these changes in our management and organizational structure, on March 7, 2019, the compensation committee approved a special equity grant of performance awards to the persons we expect to be our NEOs in 2019, other officers and key employees (the 2019 Challenge Performance Awards). The compensation committee believes it is important to make this grant of the 2019 Challenge Performance Awards to our executive officers and key employees in order to provide increased motivation and retention and to enhance the focus, commitment and drive of our senior management toward attaining increased shareholder value over the performance period.

The 2019 Challenge Performance Awards consist of a combination of performance-based share appreciation rights (PSARs) and performance-based restricted share units (PRSUs), in each case divided on a 1:2 ratio based on Liberty Global Class A shares and Liberty Global Class C shares. Each PRSU represents the right to receive one Liberty Global Class A share or one Liberty Global Class C share, as applicable, subject to performance and vesting. The PSARs have a term of ten years and base prices equal to the respective market closing prices of the applicable class on the grant date. The performance period for the 2019 Challenge Performance Awards is three years through December 31, 2021 with “cliff” vesting on March 7, 2022. The number of the 2019 Challenge Performance Awards that may be earned by the executives we expect to be our 2019 NEOs will be based on the compensation committee’s assessment of the NEO’s performance and achievement of individual goals in each of the years 2019, 2020 and 2021.

The 2019 Challenge Performance Awards are subject to forfeiture or acceleration in connection with certain terminations of employment or change-in-control events consistent with the terms of equity awards previously granted by the company.

Sign-on Bonus and RSU Awards

In 2018, pursuant to his employment agreement with Liberty Global, Mr. Rodriguez received a $1,500,000 sign-on bonus, as well as awards of 29,436 RSUs and 58,872 RSUs with respect to Liberty Global Class A shares and Liberty Global Class C shares, respectively, that will vest in full on July 24, 2019. Mr. Rodriguez’s RSU awards were granted to compensate him for the incentive awards at his prior employer that he had forgone in order to accept his appointment with Liberty Global. In 2019, Mr. Fries will receive a sign-on commitment bonus in cash and ordinary shares in connection with his employment agreement, as renewed on April 30, 2019, and as described under —Employment and Other Agreements.


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Share Ownership Policy
Our compensation committee has established an Executive Share Ownership Policy, as amended and restated, for our executive officers and senior officers. The purpose of the Executive Share Ownership Policy is to ensure that our officers have a significant stake in our long-term success and are aligned with our shareholders. As a result, the compensation committee established guidelines for ownership of our ordinary shares based on an individual’s level in our company and expressed as a multiple of base salary as follows:
Position
 
Guideline
 
 
 
Chief Executive Officer
 
5 times base salary
Executive Vice Presidents, including our Chief Financial Officer
 
4 times base salary
All other members of the Executive Leadership Team
 
3 times base salary
Executive and senior officers, who were subject to the policy at the time of adoption, were expected to be in compliance with the ownership guidelines within two years of the policy’s effective date. New executive and senior officers must be in compliance within four years of the date they become subject to the policy. In calculating the value of ordinary shares owned by an executive and a senior officer, the policy includes the value of ordinary shares owned jointly with and separately by the officer’s spouse and minor children, 50% of the value of vested ordinary shares held in the officer’s account in the 401(k) Plan, and 50% of the in-the-money value of vested options and SARs. As of April 1, 2019, the value of the ordinary shares owned by our CEO, as calculated in accordance with the policy, significantly exceeded five times his base salary. In addition, at such date, our other NEOs were in compliance with the terms of the policy, except for Mr. Bracken. In 2018, the compensation committee approved an exception for Mr. Bracken to be in compliance with the Executive Share Ownership Policy, after evaluating his share ownership, the extent of his SARs that were not in-the-money, his years of service and commitment going forward, as well as future grant profile.
Deferred Compensation Plan
Under the Liberty Global Deferred Compensation Plan (the Deferred Compensation Plan), our executive and other officers who are U.S. taxpayers and who are designated as participants from time to time by our compensation committee may elect to defer payment of certain of their compensation as described under —Deferred Compensation Plan below. We do not have a pension or other defined benefit-type plan to offer our executive and senior officers. For these executive officers and employees who are based in the U.S., LGI contributes to its defined contribution 401(k) Plan, but such contributions are capped by U.S. law. Accordingly, the Deferred Compensation Plan was adopted by the compensation committee to provide a tax-efficient method for participants who are U.S. taxpayers to accumulate value, thus enhancing our ability to attract and retain senior management. With respect to the tax ramifications to us of the Deferred Compensation Plan, the compensation committee noted in adopting the plan that the corporate tax deduction on the deferred compensation may not be taken until payments to participants are made, but that we will have use of the cash in the interim. Although our compensation committee deemed the Deferred Compensation Plan to be an important benefit to participants, it is not included in any quantitative valuation with the three main components of our compensation packages, because participation in the plan, and to what extent, is at each participant’s discretion.
Other Benefits
We do not offer perquisites and other personal benefits on a general basis to our executive officers. The personal benefits we have provided are limited in scope and fall into the following principal categories:
limited personal use of our corporate aircraft;
an annual auto allowance or use of a company auto for our executive officers working in Europe;
an executive health plan; and
charitable giving by Liberty Global.
Under our aircraft policy, our CEO, other executive officers and certain senior officers, with our CEO’s approval, may use our corporate aircraft for personal travel, subject to reimbursing us for the incremental costs incurred, plus applicable taxes. Pursuant to his employment agreement, the annual flight hours for Mr. Fries’ personal use of our aircraft is 120 hours per year without cost reimbursement. As approved by the compensation committee, beginning in 2017, the annual flight hours for Mr. Bracken’s personal use of our aircraft is 25 hours per year without cost reimbursement. Also under our aircraft policy, our CEO and, with his approval, our other executive officers and certain senior officers may have family members or other personal guests

41


accompany them on our corporate aircraft while traveling on business without reimbursing us for the incremental cost attributable to the personal guest.
The taxable income of an officer will include imputed income equal to the value of the personal use of our aircraft by him and by his personal guests determined using: (a) a method based on the Standard Industry Fare Level (SIFL) rates, as published by the U.S. Internal Revenue Service (IRS) (in the case of U.S. taxpayers); (b) as agreed with the U.K. tax authority periodically, a cost base valuation for personal use and the marginal cost for guests (in the case of U.K. taxpayers); or (c) the cost of the flight for personal use and based on the cost of a commercial ticket for guests (in the case of Netherlands taxpayers). Income is imputed only to the extent that the value derived by such applicable method exceeds the amount the officer pays us for such personal use.
The methods we use to determine our incremental cost attributable to personal use of our corporate aircraft are described in the notes to the Summary Compensation Table below. Because our aircraft are used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as salaries of pilots and crew, purchase costs of aircraft, and costs of maintenance and upkeep.
For our management-level employees in the U.K., the Netherlands and certain other European countries, including two of our NEOs who work in these locations, we provide an annual auto allowance, with variations in the cost of providing this benefit based on the employee’s position and location. Annual auto allowances for employees are a standard benefit in Europe.
We also provide an executive health plan for our executive and senior officers to proactively manage and improve their health. The benefits of this program include a complete medical history review, annual physical examinations, comprehensive laboratory testing, diagnostic testing and consultations with specialists.
Our NEOs also participate in various benefit plans offered to all salaried employees in the applicable country of employment. Our CEO generally reviews and directs the charitable giving by our company.
Tax and Accounting Considerations
In making its compensation decisions, our compensation committee has considered the prior limitations on deductibility of executive compensation under Section 162(m) of the Code, which generally prohibited the deduction of compensation in excess of $1.0 million paid to certain executives, subject to certain exceptions. Prior to 2018, one exception was for performance-based compensation, including equity incentive awards, granted under shareholder-approved plans, such as the 2014 Incentive Plan. As a result of the Tax Cuts and Jobs Act signed into law on December 22, 2017, effective for tax years starting on or after January 1, 2018, the exception for performance-based compensation is no longer available, subject to certain transitional relief for certain grandfathered arrangements effective on November 2, 2017. To the extent the transition relief is available to preserve deductions for Section 162(m) grandfathered arrangements, our compensation committee will generally seek to administer the principal elements of our compensation program, such as annual performance bonus awards, SAR grants and the terms of our PSU awards, to qualify for deductibility. It has not, however, adopted a policy requiring all compensation to be deductible, in order to maintain flexibility in making compensation decisions. Our compensation committee also endeavors to ensure that any compensation that could be characterized as non-qualified deferred compensation complies with Section 409A of the Code.
Our compensation committee also takes into account from time to time, as appropriate, the accounting treatment of compensation elements in determining types and levels of compensation, including method of payment, for our executive officers.
Recoupment Policy
The terms of our PSU awards and our annual performance bonus awards for executive officers provide that if our consolidated financial statements for any of the years relevant to the determination of whether the applicable performance metrics have been met are required to be restated at any time as a result of an error (whether or not involving fraud or misconduct) and our compensation committee determines that if the financial results had been properly reported the portion of the awards that would have been earned by participants would have been lower than the awards actually earned by them, then each participant will be required to refund and/or forfeit the excess amount of his or her earned award.
Post-Employment Benefits and Change in Control
We have not adopted a severance policy covering our NEOs or other executive officers. Certain of our NEOs (including our CEO) are entitled to post-employment benefits under their employment agreements. See —Employment and Other Agreements below. Otherwise, they are entitled to the same benefit of accelerated vesting of all or part of conventional equity awards made under the Liberty Global 2005 Incentive Plan (as amended and restated effective June 7, 2013) (the 2005 Incentive Plan) and the 2014 Incentive Plan on certain termination-of-employment events as other holders of such awards. Similarly, the 2005 Incentive Plan and the 2014 Incentive Plan provide the same treatment to all holders of conventional equity awards granted under these plans upon the occurrence of certain change-in-control events. Accordingly, the existence of these potential post-employment and change-in-control benefits has not influenced our compensation committee’s decisions with respect to executive compensation.
In designing the terms for the PSU awards, our compensation committee determined that only a limited set of events would warrant automatic acceleration of awards thereunder. The terms of the PSU awards do not guarantee that any portion of an award will be deemed earned upon termination of employment, except as a result of death, nor that vesting of earned awards will be accelerated upon termination of employment, except as a result of death or disability. Awards will only be accelerated upon specified change-in-control events if the awards are not continued on the same terms and conditions or, in the case of certain corporate reorganization transactions, effective provision has not been made for the assumption or continuation of the awards on equivalent terms. For details regarding the acceleration of our CEO’s awards in connection with a change-in-control event please see the description of the Fries Agreement under —Employment and Other Agreements.
The compensation committee believed these limited acceleration events related to a change in control provide appropriate protection to participants and would serve to maintain morale and aid retention during the disruptive circumstances of a change in control. The compensation committee reserved discretion to approve the accelerated vesting of an individual’s award or an amendment to an individual’s award agreements when appropriate under the circumstances.
For additional information on post-employment benefits and change-in-control provisions, see —Potential Payments upon Termination or Change in Control below.
Timing of Equity Awards
Commencing with 2019, the compensation committee intends to approve the annual equity incentive awards no later than April 1 of each year. This timing allows the awards to be aligned with long range benchmarking, annual performance reviews, annual bonus determinations and our company’s financial reporting calendar. For the equity grants approved in 2019 and after, the exercise price or base price of option and SAR grants will be set at the respective closing prices of the applicable class of our ordinary shares on the grant date, which is the date of the meeting or, if later, April 1 of the same year. For 2018 and prior years, the exercise price or base price of option and SAR grants was set at the respective closing prices of our Liberty Global Class A shares and Liberty Global Class C shares on the grant date, which was the date of the relevant meeting or, if later, May 1 of the same year. Grants of equity awards to eligible employees would otherwise only be made in connection with significant events, such as hiring or promotion.
For purposes of determining the number of Liberty Global Class A and Liberty Global Class C PSUs and SARs to be granted each year for the target annual equity values of our executive officers and other key employees, our compensation committee adopted a policy of using the average of the closing prices of such shares for a trading period ending on the second trading day preceding the date of the committee meeting to approve the grants. Typically, our compensation committee has granted PSUs during the first quarter of each year, except in 2017 where no PSUs were granted.

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Policies Regarding Hedging
Our Insider Trading Policy requires each of our directors and executive officers to pre-clear all proposed transactions in our company’s securities, including hedging or monetization transactions, with the Legal Department or our company’s outside counsel. The policy prohibits short sales of our company’s securities by any director or employee. We do not have a policy that specifically prohibits our directors or executive officers from hedging the economic risk of share ownership.
Compensation Committee Report
The compensation committee has reviewed the Compensation Discussion and Analysis above and discussed it with management. Based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the Members of the
Compensation Committee:
Andrew J. Cole
Larry E. Romrell
JC Sparkman (chairman)




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Summary Compensation
The following table sets forth information concerning the compensation of our named executive officers for fiscal years 2018, 2017 and 2016. As discussed in the footnotes and in the —Narrative to Summary Compensation and Grants of Plan-Based Awards Tables below, the values presented in the tables do not always reflect the actual compensation received by our NEOs during the relevant fiscal year. Amounts paid in British pounds sterling or euros, as the case may be, have been converted into U.S. dollars based on the average exchange rate for the applicable year.
Name and Principal Position
 
Year
 
Salary ($)
 
Bonus ($)
 
Stock Awards ($)(1)
 
Option Awards
($)(2)
 
Non-Equity
Incentive Plan
Compen-sation
($)(3)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)
 
All Other
Compen-sation
($)(5)
 
Total ($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael T. Fries
 
2018
 
2,091,000

 
 
 
22,330,108

 
7,673,644

 
 
125,595

 
784,041

 
33,004,388

Chief Executive Officer & President
 
2017
 
2,080,750

 
 
 
1,581,319

 
8,456,513

 
3,835,396

 
127,857

 
1,019,824

 
17,101,659

 
2016
 
2,050,000

 
 
 
24,025,898

 
7,383,811

 
5,550,000

 
113,402

 
962,272

 
40,085,383

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Charles H.R. Bracken
 
2018
 
1,093,625

(6)
 
 
3,279,584

 
2,046,300

 
2,208,565

 

 
126,156

 
8,754,230

Executive Vice President & Chief Financial Officer
 
2017
 
1,018,250

(6)
 
 
377,693

 
6,556,431

 
1,047,758

 

 
160,775

 
9,160,907

 
2016
 
922,062

(6)
 
 
6,406,994

 
1,746,336

 
1,612,000

 

 
116,720

 
10,804,112

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bryan H. Hall (7)
 
2018
 
1,046,000

(8)
 
 
4,422,577

 
1,364,191

 

 
195,980

 
19,865

 
7,048,613

   Ex