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 | ||
Exhibit 99.1
March 3, 2020
Julie Frist Joins Liberty Broadband Board of Directors
ENGLEWOOD, Colo.--(BUSINESS WIRE) -- Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq: LBRDA, LBRDK) announced today that Julie D. Frist was elected to the Liberty Broadband board of directors. Mrs. Frist was one of the founders of CapStar Bank, serves as Chairman of their Nominating, Governance and Community Affairs Committee and also serves on their Compensation and Human Resources Committee. Following Mrs. Frist’s appointment, Liberty Broadband has a total of six directors. She will join Liberty Broadband’s Compensation and Nominating and Corporate Governance Committees.
“Julie will be an excellent addition to our board,” said Greg Maffei, Liberty Broadband President and CEO. “She is a leader in the finance industry and an active member of the community. Her depth of experience will provide great value for our board.”
“I am excited to join the Liberty Broadband board and work alongside John, Greg and the rest of their team,” said Mrs. Frist. “I have great respect for their long track record in the cable industry and look forward to contributing to the company’s future.”
After graduating from Yale University, Mrs. Frist worked for Goldman Sachs as a financial analyst in its Investment Banking Division and returned to Goldman Sachs to work in its Private Client Group after receiving her M.B.A. from Harvard Business School. Mrs. Frist later joined Bruckmann, Rosser, Sherrill & Co., a New York-based private equity firm, where she worked until 2000.
Mrs. Frist has served as Vice Chair of CapStar Financial Holdings, Inc. since 2017 and as a director of CapStar Bank since 2008. She also serves on the board of The Frist Foundation, The Community Foundation of Middle Tennessee, the Tennessee Golf Foundation, the Advisory Board of Teach for America – Nashville and is a member of the Board of Dean’s Advisors at Harvard Business School. Mrs. Frist is a former board member of St. Paul’s School, the Ensworth School and the American Red Cross (Nashville chapter).
About Liberty Broadband Corporation
Liberty Broadband Corporation’s (Nasdaq: LBRDA, LBRDK) businesses consist of its interest in Charter Communications and its subsidiary Skyhook.
Liberty Broadband Corporation
Courtnee Chun, 720-875-5420