Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 15, 2020, GCI Liberty, Inc. ("GCI Liberty") stockholders approved
each proposal relating to the proposed acquisition of GCI Liberty by Liberty
Broadband Corporation ("Liberty Broadband") in a stock-for-stock merger (the
"Combination") that was considered at its virtual special meeting of
stockholders (the "Special Meeting"). Specifically, the following proposals were
considered and approved by the stockholders of GCI Liberty: (a) the adoption of
the Merger Agreement (the "GCI Liberty Merger Proposal") and (b) the adjournment
of the Special Meeting from time to time to solicit additional proxies in favor
of the GCI Liberty Merger Proposal if there were insufficient votes at the time
of such adjournment to approve the GCI Liberty Merger Proposal or if otherwise
determined by the chairperson of the meeting to be necessary or appropriate (the
"GCI Liberty Adjournment Proposal"). GCI Liberty expects the Combination to
close on December 18, 2020.
Approval of the GCI Liberty Merger Proposal required both (i) the affirmative
vote of the holders of a majority of the aggregate voting power of the shares of
GCI Liberty capital stock outstanding and entitled to vote on the proposal at
the Special Meeting, voting together as a single class, (the "statutory approval
standard") and (ii) the affirmative vote of the holders of a majority of the
aggregate voting power of the shares of GCI Liberty capital stock outstanding
and entitled to vote on the proposal at the Special Meeting, voting together as
a single class, excluding all outstanding shares beneficially owned, directly or
indirectly, by Liberty Broadband and its subsidiaries, Mr. John C. Malone, the
Chairman of the Board of Directors of Liberty Broadband and GCI Liberty, and
certain affiliated persons of Mr. Malone (collectively, the "Malone Group"),
Mr. Gregory B. Maffei, a director and the President and Chief Executive Officer
of Liberty Broadband and GCI Liberty, and certain affiliated persons of
Mr. Maffei (collectively, the "Maffei Group"), each of the affiliates of the
Malone Group or the Maffei Group, the directors of Liberty Broadband and GCI
Liberty, the Liberty Broadband Section 16 officers, the GCI Liberty Section 16
officers or immediate family members of any of the foregoing (collectively, the
"Excluded Parties") (the "MoM vote approval standard").
Approval of the GCI Liberty Adjournment Proposal required the affirmative vote
of the holders of a majority of the aggregate voting power of the shares of GCI
Liberty capital stock that were present in person via the Internet or
represented by proxy at the Special Meeting and entitled to vote on the proposal
at the Special Meeting, voting together as a single class.
As of 5:00 p.m., New York City time, on October 20, 2020, the record date for
the Special Meeting, there were 101,350,970 shares of GCI Liberty Series A
common stock, par value $0.01 per share (the "GCI Liberty Series A common
stock"), 4,488,568 shares of GCI Liberty Series B common stock, par value $0.01
per share (the "GCI Liberty Series B common stock"), and 7,199,631 shares of GCI
Liberty Series A Cumulative Redeemable Preferred Stock, par value $0.01 per
share (the "GCI Liberty preferred stock"), in each case, outstanding and
entitled to vote at the Special Meeting. Excluding shares beneficially owned,
directly or indirectly, by the Excluded Parties, the aggregate shares
outstanding and entitled to vote at the Special Meeting on the GCI Liberty
Merger Proposal represented 102,412,678 votes.
The number of votes cast for or against, as well as the number of abstentions
and broker non-votes as to each proposal, are set forth below.
1. GCI Liberty Merger Proposal
The votes under the statutory approval standard (that is, including shares held
by the Excluded Parties) were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
127,724,136 530,162 182,469 -
The votes under the MoM vote approval standard (that is, excluding shares held
by the Excluded Parties) were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
81,524,158 530,162 182,469 -
Accordingly, the GCI Liberty Merger Proposal was approved under both the
statutory approval standard and the MoM vote approval standard.
2. GCI Liberty Adjournment Proposal
Votes For Votes Against Abstentions Broker Non-Votes
116,233,081 11,970,694 232,992 -
Accordingly, the GCI Liberty Adjournment Proposal was approved.
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