0001611983 false 0001611983 2020-03-01 2020-03-02 0001611983 us-gaap:CommonClassAMember 2020-03-01 2020-03-02 0001611983 us-gaap:CommonClassCMember 2020-03-01 2020-03-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): March 2, 2020

 

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 registered
Series A common stock LBRDA The Nasdaq Stock Market LLC
Series C common stock LBRDK 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 2, 2020, Julie D. Frist was appointed to the board of directors (the “Board”) of Liberty Broadband Corporation (“Liberty”), effective immediately.  Following Ms. Frist’s appointment, Liberty has a total of six directors, divided among three classes, with Ms. Frist serving as a Class I director with a term expiring at the annual meeting of stockholders in 2021.  The Board has determined that Ms. Frist qualifies as an independent director for purposes of the rules of The Nasdaq Stock Market as well as applicable rules and regulations adopted by the Securities and Exchange Commission and will serve on each of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.

 

Ms. Frist will receive the same compensation as Liberty’s other nonemployee directors, which is summarized in Liberty’s proxy statement for the annual meeting of stockholders held on May 23, 2019, which was filed with the Securities and Exchange Commission on April 18, 2019.

 

Item 7.01.  Regulation FD Disclosure.

 

On March 3, 2020, Liberty issued a press release announcing the addition of Ms. Frist to the Board.  This Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
99.1 Press Release, dated March 3, 2020.
101.INS Inline XBRL Instance Document - the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 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)

 

 

 

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: March 3, 2020  
 
  LIBERTY BROADBAND CORPORATION
 
  By: /s/ Katherine C. Jewell
    Name: Katherine C. Jewell
    Title:   Assistant Vice President