Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 15, 2022, Liberty Global plc (Liberty Global) held its annual general
meeting of shareholders (the AGM). We had over 88% of our outstanding shares
entitled to vote present at the meeting (either in person or by proxy). At the
meeting, eleven matters were considered and acted upon.
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 2025 or until a successor in interest
is appointed.
2.To elect Marisa D. Drew as a director of Liberty Global for a term expiring at
the annual general meeting to be held in 2025 or until a successor in interest
is appointed.
3.To elect Richard R. Green as a director of Liberty Global for a term expiring
at the annual general meeting to be held in 2025 or until a successor in
interest is appointed.
4.To elect Daniel E. Sanchez as a director of Liberty Global for a term expiring
at the annual general meeting to be held in 2025 or until a successor in
interest is appointed.
5.Approve, on an advisory basis, the annual report on the implementation of the
directors' compensation policy for the year ended December 31, 2021, contained
in Appendix A of the proxy statement (in accordance with requirements applicable
to United Kingdom (U.K.) companies).
6.Ratify the appointment of KPMG LLP (U.S.) as Liberty Global's independent
auditor for the year ending December 31, 2022.
7.Appoint KPMG LLP (U.K.) as Liberty Global's U.K. statutory auditor under the
U.K. Companies Act 2006 (the Companies Act) (to hold office until the conclusion
of the next annual general meeting at which accounts are laid before Liberty
Global).
8.Authorize the audit committee of Liberty Global's board of directors to
determine the U.K. statutory auditor's compensation.
9.Authorize Liberty Global's board of directors in accordance with Section 570
of the Companies Act to allot equity securities (as defined in Section 560 of
the Companies Act) for cash pursuant to the authority conferred under Section
551 of the Companies Act by resolution 10 passed at the Annual General Meeting
of Liberty Global held on June 11, 2019, without the rights of pre-emption
provided by Section 561 of the Companies Act.
10.Authorize Liberty Global and its subsidiaries to make political donations to
political parties, independent election candidates and/or political
organizations other than political parties and/or incur political expenditures
of up to $1,000,000 under the Companies Act.
11.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 agreements and with any of the
approved counterparties, which approvals will expire on the fifth anniversary of
the 2022 AGM.
Each of the resolutions 1-11 was adopted. The number of votes cast for and
against, as well as the number of abstentions and broker non-votes as to each
such resolution, are set forth below.
Resolutions 1, 2, 3 and 4 - Election of Directors:
FOR AGAINST ABSTAIN BROKER NON-VOTE
Andrew J. Cole 160,782,613 101,620,555 64,670 7,866,912
Marisa D. Drew 256,589,268 5,839,690 38,880 7,866,912
Richard R. Green 157,533,815 104,894,357 39,666 7,866,912
Daniel E. Sanchez 255,827,609 6,600,645 39,584 7,866,912
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Resolution 5 - Approval of the Annual Report on the Implementation of the
Directors' Compensation Policy:
FOR AGAINST ABSTAIN BROKER NON-VOTE
156,233,907 106,047,969 185,962 7,866,912
Resolution 6 - Ratification of KPMG LLP (U.S.) as Liberty Global's Independent
Auditor:
FOR AGAINST ABSTAIN BROKER NON-VOTE
268,144,424 2,139,831 50,495 -
Resolution 7 - Appointment of KPMG LLP (U.K.) as Liberty Global's U.K. Statutory
Auditor:
FOR AGAINST ABSTAIN BROKER NON-VOTE
268,123,503 2,159,996 51,251 -
Resolution 8 - Authorization of the Audit Committee to determine the U.K.
statutory auditor's compensation:
FOR AGAINST ABSTAIN BROKER NON-VOTE
262,151,108 261,607 55,123 7,866,912
Resolution 9 - Authorization to allot equity securities for cash pursuant to the
authority conferred by Resolution 10 passed at the Annual General Meeting of
Liberty Global held on June 11, 2019, without rights of pre-emption:
FOR AGAINST ABSTAIN BROKER NON-VOTE
256,082,109 6,231,970 153,759 7,866,912
Resolution 10 - Authorization to allow Liberty Global and its subsidiaries to
make political donations and/or incur political expenditures of up to
$1,000,000:
FOR AGAINST ABSTAIN BROKER NON-VOTE
248,335,822 14,054,952 77,064 7,866,912
Resolution 11 - Approval of the form agreements and counterparties pursuant to
which Liberty Global may conduct the purchase of its ordinary shares in its
capital:
FOR AGAINST ABSTAIN BROKER NON-VOTE
258,622,452 3,789,690 55,696 7,866,912
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Name
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
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