Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 15, 2020, Liberty Broadband Corporation ("Liberty Broadband")
stockholders approved each proposal relating to the proposed acquisition of GCI
Liberty, Inc. ("GCI Liberty") by 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 Liberty Broadband: (a) the
adoption of the Merger Agreement (the "Liberty Broadband Merger Proposal");
(b) the issuance of shares of Liberty Broadband Series C common stock, Liberty
Broadband Series B common stock and Liberty Broadband Series A Cumulative
Redeemable Preferred Stock to GCI Liberty stockholders in connection with the
Combination contemplated by the Merger Agreement (the "Share Issuance
Proposal"); and (c) the adjournment of the Special Meeting from time to time to
solicit additional proxies in favor of the Liberty Broadband Merger Proposal or
the Share Issuance Proposal if there were insufficient votes at the time of such
adjournment to approve the Liberty Broadband Merger Proposal or the Share
Issuance Proposal or if otherwise determined by the chairperson of the meeting
to be necessary or appropriate (the "Liberty Broadband Adjournment Proposal").
Liberty Broadband expects the Combination to close on December 18, 2020.
Approval of the Liberty Broadband Merger Proposal required the affirmative vote
of the holders of a majority of the aggregate voting power of the shares of
Liberty Broadband common 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 GCI Liberty
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 each of the Share Issuance Proposal and the Liberty Broadband
Adjournment Proposal required the affirmative vote of the holders of a majority
of the aggregate voting power of the shares of Liberty Broadband common 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 26,495,183 shares of Liberty Broadband Series A
common stock, par value $0.01 per share (the "Liberty Broadband Series A common
stock"), and 2,451,119 shares of Liberty Broadband Series B common stock, par
value $0.01 per share (the "Liberty Broadband Series B common 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
Liberty Broadband Merger Proposal represented 25,455,449 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. Liberty Broadband Merger Proposal (excluding shares held by the Excluded
Parties)
Votes For Votes Against Abstentions Broker Non-Votes
20,070,316 69,682 14,321
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Accordingly, the Liberty Broadband Merger Proposal was approved under the MoM
vote approval standard.
2. Share Issuance Proposal
Votes For Votes Against Abstentions Broker Non-Votes
45,457,374 93,038 14,729
-
Accordingly, the Share Issuance Proposal was approved.
3. Liberty Broadband Adjournment Proposal
Votes For Votes Against Abstentions Broker Non-Votes
44,774,001 775,432 15,708
-
Accordingly, the Liberty Broadband Adjournment Proposal was approved.
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LIBERTY BROADBAND CORPORATION 
