8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 26, 2021

LIBERTY BROADBAND CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-36713	47-1211994
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which traded
Series A common stock	LBRDA	The Nasdaq Stock Market LLC
Series C common stock	LBRDK	The Nasdaq Stock Market LLC
Series A Cumulative Redeemable preferred stock	LBRDP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

At Liberty Broadband Corporation’s (the “Company”) annual meeting of stockholders held on May 26, 2021 (the “Annual Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Julie D. Frist and J. David Wargo to continue serving as Class I members of the Company’s board of directors until the 2024 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021 (the “auditors ratification proposal”); (3) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “say-on-pay proposal”); (4) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “say-on-frequency proposal”); and (5) a proposal requesting that the Company’s board of directors provides for a majority vote standard in uncontested director elections, if properly presented at the meeting (the “stockholder proposal”). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal are set forth below.

1. Election of the following Nominees to the Company’s Board of Directors

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Julie D. Frist	41,550,758	5,402,091	2,966,305
J. David Wargo	37,586,894	9,365,955	2,966,305

Accordingly, the foregoing nominees were re-elected to the Company’s board of directors.

2. The Auditors Ratification Proposal

Votes For	Votes Against	Abstentions	Broker Non-Votes
49,860,748	21,395	37,011	–

​
Accordingly, the auditors ratification proposal was approved.

3. The Say-On-Pay Proposal

Votes For	Votes Against	Abstentions	Broker Non-Votes
33,307,341	13,603,667	41,841	2,966,305

Accordingly, the say-on-pay proposal was approved.

4. The Say-On-Frequency Proposal

Votes For 3 Years	Votes For 2 Years	Votes For 1 Year	Abstentions	Broker Non-Votes
32,243,361	34,653	14,655,548	19,286	2,966,306

Accordingly, the frequency at which future say-on-pay votes will be held is every 3 years.

5. The Stockholder Proposal

Votes For	Votes Against	Abstentions	Broker Non-Votes
14,198,224	32,695,461	59,164	2,966,305

Accordingly, the stockholder proposal was not approved.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 27, 2021

LIBERTY BROADBAND CORPORATION
By:	/s/ Wade Haufschild
	Name: Wade Haufschild
	Title: Senior Vice President

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XML

Document and Entity Information	May 26, 2021
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 26, 2021
Entity Registrant Name	LIBERTY BROADBAND CORPORATION
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36713
Entity Tax Identification Number	47-1211994
Entity Address, Address Line One	12300 Liberty Blvd.
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	875-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001611983
Amendment Flag	false
Common Class A
Document Information [Line Items]
Title of 12(b) Security	Series A common stock
Trading Symbol	LBRDA
Security Exchange Name	NASDAQ
Common Class C
Document Information [Line Items]
Title of 12(b) Security	Series C common stock
Trading Symbol	LBRDK
Security Exchange Name	NASDAQ
Preferred Class A
Document Information [Line Items]
Title of 12(b) Security	Series A Cumulative Redeemable preferred stock
Trading Symbol	LBRDP
Security Exchange Name	NASDAQ