¨
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
x
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
¨
|
Soliciting Material Pursuant to § 240.14a-12
|
x
|
No fee required.
|
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
1.
|
To elect Miranda Curtis as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
2.
|
To elect John W. Dick as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
3.
|
To elect J.C. Sparkman as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
4.
|
To elect J. David Wargo as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
5.
|
To approve the directors’ compensation policy contained in Appendix A of
Liberty Global
’s proxy statement for the 2014 annual general meeting of shareholders (in accordance with requirements applicable to United Kingdom (
U.K.
) companies) to be effective as of the date of the 2014 annual general meeting of shareholders.
|
6.
|
To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in
Liberty Global
’s proxy statement for the 2014 annual general meeting of shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis section, the Summary Compensation Table and other related tables and disclosure.
|
7.
|
The option of once every one year, two years, or three years that receives a majority of the affirmative votes cast for this resolution will be determined to be the frequency for the advisory vote on the compensation of the named executive officers as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules.
|
8.
|
To approve on an advisory basis the annual report on the implementation of the directors’ compensation policy for the year ended
December 31, 2013
, contained in Appendix A of the proxy statement (in accordance with requirements applicable to
U.K.
companies).
|
9.
|
To ratify the appointment of KPMG LLP (
U.S.
) as
Liberty Global
’s independent auditor for the year ending December 31, 2014.
|
10.
|
To appoint KPMG LLP (
U.K.
) as
Liberty Global
’s
U.K.
statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before
Liberty Global
).
|
11.
|
To authorize the audit committee of
Liberty Global
’s board of directors to determine the
U.K.
statutory auditor’s compensation.
|
TABLE OF CONTENTS
|
||
|
Page
Number
|
|
PROXY STATEMENT
|
||
|
Time and Place; Purposes
|
|
|
Voting Rights; Record Date
|
|
|
Proxies
|
|
|
Recommendation of the Board of Directors
|
|
|
Annual Reports
|
|
|
Householding
|
|
|
Electronic Delivery
|
|
|
Shareholder Rights
|
|
|
|
|
CORPORATE GOVERNANCE
|
||
|
Governance Guidelines
|
|
|
Director Independence
|
|
|
Board Leadership Structure
|
|
|
Risk Oversight
|
|
|
Risk Assessment of Compensation Programs
|
|
|
Code of Business Conduct and Code of Ethics
|
|
|
Political Contributions
|
|
|
Shareholder Communication with Directors
|
|
|
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
||
|
Security Ownership of Certain Beneficial Owners
|
|
|
Security Ownership of Management
|
|
|
Change in Control
|
|
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
|
|
|
|
RESOLUTIONS 1, 2, 3 AND 4
|
||
|
Vote and Recommendation
|
|
|
Nominees for Election of Directors
|
|
|
Directors Whose Term Expires 2015
|
|
|
Directors Whose Term Expires 2016
|
|
|
|
|
COMMITTEES OF THE BOARD OF DIRECTORS AND ATTENDANCE
|
||
|
Board Meetings
|
|
|
Director Attendance at AGMs
|
|
|
Executive Sessions
|
|
|
|
|
MANAGEMENT OF LIBERTY GLOBAL PLC
|
||
|
Executive Officers
|
|
|
Involvement in Certain Proceedings
|
|
|
|
|
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
|
||
|
Executive Summary
|
|
|
Compensation Discussion and Analysis
|
|
|
Compensation Committee Report
|
|
|
Summary Compensation
|
|
|
Grants of Plan-Based Awards
|
|
|
Narrative to Summary Compensation and Grants of Plan-Based Awards Tables
|
|
|
Outstanding Equity Awards at Fiscal Year-End
|
|
|
Option Exercises and Shares Vested
|
|
|
Deferred Compensation Plan
|
|
|
Employment and Other Agreements
|
|
|
Aircraft Policy
|
|
|
Potential Payments upon Termination or Change in Control
|
|
|
Compensation Committee Interlocks and Insider Participation
|
|
|
Director Compensation
|
|
|
2013 Compensation of Liberty Global Directors
|
|
|
|
|
RESOLUTION 5
|
||
|
Vote and Recommendation
|
|
|
|
RESOLUTION 6
|
||
|
Vote and Recommendation
|
|
|
|
|
RESOLUTION 7
|
||
|
Vote and Recommendation
|
|
|
|
|
RESOLUTION 8
|
||
|
Vote and Recommendation
|
|
|
|
|
RESOLUTIONS 9, 10 AND 11
|
||
|
Vote and Recommendation
|
|
|
Audit Fees and All Other Fees
|
|
|
Policy on Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditor
|
|
|
Audit Committee Report
|
|
|
|
|
INCENTIVE PLANS
|
||
|
UGC Equity Incentive Plans
|
|
|
LGI International Transitional Plan
|
|
|
|
|
CERTAIN TRANSACTIONS
|
||
|
Certain Relationships
|
|
|
|
|
SHAREHOLDER RESOLUTIONS
|
||
|
|
|
APPENDIX A: DIRECTORS’ REMUNERATION REPORT
|
A-1
|
|
|
Annual Statement of the Chairman of the Compensation Committee
|
A-1
|
|
Directors’ Compensation Policy
|
A-3
|
|
Annual Compensation Report
|
A-20
|
1.
|
To elect Miranda Curtis as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
2.
|
To elect John W. Dick as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
3.
|
To elect J.C. Sparkman as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
4.
|
To elect J. David Wargo as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
5.
|
To approve the directors’ compensation policy contained in Appendix A of
Liberty Global
’s proxy statement for the
AGM
(in accordance with requirements applicable to
U.K.
companies) to be effective as of the date of the
AGM
.
|
6.
|
To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in
Liberty Global
’s proxy statement for the
AGM
pursuant to the compensation disclosure rules of the
SEC
, including the Compensation Discussion and Analysis section, the Summary Compensation Table and other related tables and disclosure.
|
7.
|
The option of once every one year, two years, or three years that receives a majority of the affirmative votes cast for this resolution will be determined to be the frequency for the advisory vote on the compensation of the named executive officers as disclosed pursuant to the
SEC
’s compensation disclosure rules.
|
8.
|
To approve on an advisory basis the annual report on the implementation of the directors’ compensation policy for the year ended
December 31, 2013
, contained in Appendix A of this proxy statement (in accordance with requirements applicable to
U.K.
companies).
|
9.
|
To ratify the appointment of KPMG LLP (
U.S.
) as our independent auditor for the year ending December 31, 2014.
|
10.
|
To appoint KPMG LLP (
U.K.
) as
Liberty Global
’s
U.K.
statutory auditor under the Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid before our company).
|
11.
|
To authorize the audit committee of our board of directors to determine the
U.K.
statutory auditor’s compensation.
|
1.
|
To elect Miranda Curtis as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
2.
|
To elect John W. Dick as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
3.
|
To elect J.C. Sparkman as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
4.
|
To elect J. David Wargo as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
5.
|
To approve the directors’ compensation policy contained in Appendix A of
Liberty Global
’s proxy statement for the
AGM
(in accordance with requirements applicable to
U.K.
companies) to be effective as of the date of the
AGM
.
|
6.
|
To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in
Liberty Global
’s proxy statement for the
AGM
pursuant to the compensation disclosure rules of the
SEC
, including the Compensation Discussion and Analysis section, the Summary Compensation Table and other related tables and disclosure.
|
7.
|
The option of once every one year, two years, or three years that receives a majority of the affirmative votes cast for this resolution will be determined to be the frequency for the advisory vote on the compensation of the named executive officers as disclosed pursuant to the
SEC
’s compensation disclosure rules.
|
8.
|
To approve on an advisory basis the annual report on the implementation of the directors’ compensation policy for the year ended
December 31, 2013
, contained in Appendix A of this proxy statement (in accordance with requirements applicable to
U.K.
companies).
|
9.
|
To ratify the appointment of KPMG LLP (
U.S.
) as our independent auditor for the year ending December 31, 2014.
|
10.
|
To appoint KPMG LLP (
U.K.
) as
Liberty Global
’s
U.K.
statutory auditor under the Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid before our company).
|
11.
|
To authorize the audit committee of our board of directors to determine the
U.K.
statutory auditor’s compensation.
|
Name and Address of Beneficial Owner
|
|
Title of Class
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|
Voting Power
|
||||
John C. Malone
|
|
Class A
|
|
1,162,078
|
|
(1)(2)(3)
|
|
*
|
|
|
27.7
|
%
|
c/o Liberty Global plc
|
|
Class B
|
|
8,787,373
|
|
(2)(4)
|
|
86.6
|
%
|
|
|
|
12300 Liberty Boulevard
|
|
Class C
|
|
15,877,917
|
|
(1)(2)(3)(5)
|
|
2.8
|
%
|
|
|
|
Englewood, CO 80112
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Robert R. Bennett
|
|
Class A
|
|
208
|
|
(6)
|
|
*
|
|
|
3.0
|
%
|
c/o Liberty Media Corporation
|
|
Class B
|
|
981,873
|
|
(6)
|
|
9.7
|
%
|
|
|
|
12300 Liberty Boulevard
|
|
|
|
|
|
|
|
|
|
|||
Englewood, CO 80112
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Blackrock, Inc.
|
|
Class A
|
|
17,308,737
|
|
(7)
|
|
7.8
|
%
|
|
5.4
|
%
|
40 East 52nd Street
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
|
New York, NY 10022
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Capital World Investors
|
|
Class A
|
|
13,936,211
|
|
(8)
|
|
6.3
|
%
|
|
4.3
|
%
|
A division of Capital Research and
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
|
Management Company
|
|
|
|
|
|
|
|
|
|
|||
333 South Hope Street
|
|
|
|
|
|
|
|
|
|
|||
Los Angeles, CA 90071
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes
90,303
Class A shares and
680,041
Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
|
(2)
|
Includes
48,000
Class A shares,
110,148
Class B shares and
474,444
Class C shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes
8,677,225
Class B shares and
8,677,225
Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the trust (the
Malone Trust
).
|
(3)
|
Includes
71,598
Class A shares and
222,012
Class C shares that are subject to options or
SAR
s, which were exercisable as of, or will be exercisable within 60 days of, March 14, 2014.
|
(4)
|
Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone filed with the
SEC
on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our
CEO
and one of our directors, Mr. Malone and the
Malone Trust
agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (i) in the event the
Malone Trust
or any permitted transferee (as defined in the letter agreement) is not voting the Class B shares owned by the
Malone Trust
, Mr. Fries will have the right to vote such Class B shares and (ii) in the event the
Malone Trust
or any permitted transferee determines to sell such Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the
Malone Trust
or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
|
(5)
|
Includes
2,200,000
Class C shares subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into
20
components of
110,000
shares each. The components mature on sequential trading days beginning on August 17, 2017 and ending on September 14, 2017.
|
(6)
|
The number of Class A shares and the number of Class B shares are based upon the Schedule 13D/A (Amendment No. 1) dated March 6, 2014, filed by Mr. Bennett with the
SEC
on April 3, 2014. Of the shares reported, the Schedule 13D/A shows Mr. Bennett and his spouse jointly owning
749,539
Class B shares and Hilltop Investments, LLC, which is jointly owned by Mr. Bennett and his spouse, owning
232,334
Class B shares.
|
(7)
|
The number of Class A shares is based upon the Schedule 13G for the year ended
December 31, 2013
, filed with the
SEC
on February 11, 2014, by BlackRock, Inc. as a parent holding company of various subsidiaries, which together beneficially own the shares. The Schedule 13G reflects that BlackRock, Inc. has sole voting power over
14,550,367
of the Class A shares and shared voting power over
31,990
of the Class A shares. It has sole dispositive power over the Class A shares.
|
(8)
|
The number of Class A shares is based upon the Schedule 13G for the year ended
December 31, 2013
, filed with the
SEC
on February 13, 2014, by Capital World Investors as a result of Capital Research and Management Company acting as investment advisor to various investment companies. The Schedule 13G reflects that Capital World Investors has sole voting and dispositive power over the Class A shares.
|
Name and Address of Beneficial Owner
|
|
Title of Class
|
|
Amount and Nature of Beneficial Ownership
|
|
Percent of Class
|
|
Voting Power
|
|||||
|
|
|
|
|
|
|
|
|
|
||||
John C. Malone
|
|
Class A
|
|
1,162,078
|
|
(1)(2)(4)(5)
|
|
*
|
|
|
27.7
|
%
|
|
Chairman of the Board
|
|
Class B
|
|
8,787,373
|
|
(2)(3)
|
|
86.6
|
%
|
|
|
||
|
|
Class C
|
|
15,877,917
|
|
(1)(2)(4)(5)(6)
|
|
2.8
|
%
|
|
|
||
Andrew J. Cole
|
|
Class A
|
|
18,430
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
|
|
Class C
|
|
45,750
|
|
(5)
|
|
*
|
|
|
|
||
John P. Cole, Jr.
|
|
Class A
|
|
57,012
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
|
|
Class C
|
|
170,609
|
|
(5)
|
|
*
|
|
|
|
||
Miranda Curtis
|
|
Class A
|
|
130,463
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
|
|
Class C
|
|
384,305
|
|
(5)
|
|
*
|
|
|
|
||
John W. Dick
|
|
Class A
|
|
69,647
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
|
|
Class C
|
|
203,604
|
|
(5)
|
|
*
|
|
|
|
||
Michael T. Fries
|
|
Class A
|
|
1,066,369
|
|
(4)(5)(7)(8)
|
|
*
|
|
|
*
|
|
|
Director, Chief Executive Officer &
|
|
Class B
|
|
—
|
|
(3)
|
|
—
|
|
|
|
||
President
|
|
Class C
|
|
3,432,703
|
|
(5)(7)(8)
|
|
*
|
|
|
|
||
Paul A. Gould
|
|
Class A
|
|
241,462
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
51,429
|
|
|
|
*
|
|
|
|
||
|
|
Class C
|
|
1,043,389
|
|
(5)
|
|
*
|
|
|
|
||
Richard R. Green
|
|
Class A
|
|
27,454
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
|
|
Class C
|
|
79,627
|
|
(5)
|
|
*
|
|
|
|
||
David E. Rapley
|
|
Class A
|
|
7,615
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
|
|
Class C
|
|
34,979
|
|
(5)
|
|
*
|
|
|
|
||
Larry E. Romrell
|
|
Class A
|
|
27,720
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
|
|
Class C
|
|
81,710
|
|
(5)
|
|
*
|
|
|
|
||
J.C. Sparkman
|
|
Class A
|
|
46,032
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
|
|
Class C
|
|
138,284
|
|
(5)
|
|
*
|
|
|
|
||
J. David Wargo
|
|
Class A
|
|
56,995
|
|
(4)(5)(9)
|
|
*
|
|
|
*
|
|
|
Director
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
|
|
Class C
|
|
171,493
|
|
(4)(5)(9)
|
|
*
|
|
|
|
||
Charles H.R. Bracken
|
|
Class A
|
|
98,381
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Executive Vice President & Co-Chief
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
Financial Officer
|
|
Class C
|
|
295,143
|
|
(5)
|
|
*
|
|
|
|
||
Bernard G. Dvorak
|
|
Class A
|
|
227,243
|
|
(4)(5)(7)(10)
|
|
*
|
|
|
*
|
|
|
Executive Vice President, & Co-Chief
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
Financial Officer
|
|
Class C
|
|
782,977
|
|
(4)(5)(7)(10)
|
|
*
|
|
|
|
||
Diederik Karsten
|
|
Class A
|
|
101,434
|
|
(5)
|
|
*
|
|
|
*
|
|
|
Executive Vice President, European
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
Broadband Operations
|
|
Class C
|
|
304,302
|
|
(5)
|
|
*
|
|
|
|
||
Balan Nair
|
|
Class A
|
|
182,773
|
|
(4)(5)(7)
|
|
*
|
|
|
*
|
|
|
Executive Vice President & Chief
|
|
Class B
|
|
—
|
|
|
|
—
|
|
|
|
||
Technology Officer
|
|
Class C
|
|
580,050
|
|
(4)(5)(7)
|
|
*
|
|
|
|
||
All directors and executive officers as a
|
|
Class A
|
|
3,571,685
|
|
(11)(12)
|
|
1.6
|
%
|
|
28.5
|
%
|
|
group (17 persons)
|
|
Class B
|
|
8,838,802
|
|
(11)
|
|
87.1
|
%
|
|
|
||
|
|
Class C
|
|
23,771,590
|
|
(11)(12)
|
|
4.2
|
%
|
|
|
(1)
|
Includes
90,303
Class A shares and
680,041
Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
|
(2)
|
Includes
48,000
Class A shares,
110,148
Class B shares and
474,444
Class C shares held by two trusts managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone has disclaimed beneficial ownership of the shares held in the trusts. Also, includes
8,677,225
Class B shares and
8,677,225
Class C shares held by the
Malone Trust
.
|
(3)
|
Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our chief executive officer and president (
CEO
) and one of our directors, Mr. Malone and the
Malone Trust
agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (i) in the event the
Malone Trust
or any permitted transferee (as defined in the letter agreement) is not voting the Class B shares owned by the
Malone Trust
, Mr. Fries will have the right to vote such Class B shares and (ii) in the event the
Malone Trust
or any permitted transferee determines to sell such Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the
Malone Trust
or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
|
(4)
|
Includes shares pledged to the indicated entities in support of one or more lines of credit or margin accounts extended by such entities:
|
(5)
|
Includes shares that are subject to options or
SAR
s, which were exercisable as of, or will be exercisable within 60 days of, March 31, 2014, as follows:
|
Owner
|
|
Class A
|
|
Class C
|
|
|
|
|
|
John C. Malone
|
|
71,598
|
|
222,012
|
Andrew J. Cole
|
|
16,492
|
|
41,108
|
John P. Cole, Jr.
|
|
47,702
|
|
143,202
|
Miranda Curtis
|
|
4,108
|
|
12,416
|
John W. Dick
|
|
54,108
|
|
162,416
|
Michael T. Fries
|
|
416,241
|
|
1,248,723
|
Paul A. Gould
|
|
43,288
|
|
129,960
|
Richard R. Green
|
|
24,108
|
|
72,416
|
David E. Rapley
|
|
5,566
|
|
16,794
|
Larry E. Romrell
|
|
1,433
|
|
4,367
|
J.C. Sparkman
|
|
27,702
|
|
83,202
|
J. David Wargo
|
|
55,894
|
|
167,778
|
Charles H.R. Bracken
|
|
94,199
|
|
282,597
|
Bernard G. Dvorak
|
|
151,104
|
|
453,312
|
Diederik Karsten
|
|
91,330
|
|
273,990
|
Balan Nair
|
|
101,036
|
|
303,108
|
(6)
|
Includes
2,200,000
Class C shares subject to a long-dated post-paid variable forward sale contract with an unaffiliated counterparty, divided into
20
components of
110,000
shares each. The components mature on sequential trading days beginning on August 17, 2017 and ending on September 14, 2017.
|
(7)
|
Includes shares held in the
401(k) Plan
as follows:
|
Owner
|
|
Class A
|
|
Class C
|
|
|
|
|
|
|
|
Michael T. Fries
|
|
1,977
|
|
|
13,063
|
Bernard G. Dvorak
|
|
510
|
|
|
10,614
|
Balan Nair
|
|
—
|
|
|
5,821
|
(8)
|
Includes
15,292
Class A shares and
252,452
Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ minor children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust.
|
(9)
|
Includes
158
Class A shares and
556
Class C shares held in various accounts managed by Mr. Wargo, as to which shares Mr. Wargo has disclaimed beneficial ownership. Also includes
32
Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.
|
(10)
|
Includes the following securities held by Mr. Dvorak’s spouse, as to which Mr. Dvorak has disclaimed beneficial ownership: (a)
27,489
Class A shares and
81,019
Class C shares; (b)
33,584
Class A shares and
100,752
Class C shares that are subject to options or
SAR
s, which were exercisable as of, or will be exercisable within 60 days of, March 31, 2014; and (c)
1,551
Class A shares and
13,769
Class C shares held in the
401(k) Plan
.
|
(11)
|
Includes
181,242
Class A shares,
110,148
Class B shares and
1,488,544
Class C shares held by relatives of certain directors and executive officers or held pursuant to certain trust arrangements, as to which shares beneficial ownership has been disclaimed.
|
(12)
|
Includes
1,227,633
Class A shares and
3,682,573
Class C shares that are subject to options or
SAR
s, which were exercisable as of, or will be exercisable or vest within 60 days of, March 31, 2014;
4,038
Class A shares and
44,544
Class C shares held by the
401(k) Plan
; and
1,095,194
Class A shares and
4,404,810
Class C shares pledged in support of various lines of credit or margin accounts.
|
1.
|
To elect Miranda Curtis as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
2.
|
To elect John W. Dick as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
3.
|
To elect J.C. Sparkman as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
4.
|
To elect J. David Wargo as a director of
Liberty Global
for a term expiring at the annual general meeting to be held in 2017.
|
•
|
appointing and, if necessary, replacing our independent auditors;
|
•
|
reviewing and approving in advance the scope and the fees of all auditing services, and all permissible non-auditing services, to be performed by our independent auditors;
|
•
|
reviewing our annual audited financial statements with our management and our independent auditors and making recommendations regarding inclusion of such audited financial statements in certain of our public filings;
|
•
|
overseeing the work of our independent auditor for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services, including holding quarterly meetings to review our quarterly reports, discussing with our independent auditors issues regarding the ability of our independent auditors to perform such services, reviewing with our independent auditors any audit related problems or difficulties and the response of our management, and addressing other general oversight issues;
|
•
|
reviewing and discussing with management and our independent auditors issues regarding accounting principles, effectiveness of internal controls, financial reporting, and regulatory and accounting initiatives;
|
•
|
reviewing quarterly earnings releases;
|
•
|
overseeing the maintenance of an internal audit function, discussing with our independent auditors, the internal auditor and our management, as appropriate, the internal audit function’s responsibilities, budget and staff, periodically reviewing with our independent auditors the results and findings of the internal audit function and coordinating with our management to ensure that the issues associated with such results and findings are addressed;
|
•
|
discussing with management financial risk exposure and risk management policies;
|
•
|
reviewing disclosures by our certifying officers on any significant deficiencies or material weaknesses in the design or operation of our internal controls and any fraud involving persons who have a significant role in our internal controls;
|
•
|
overseeing management’s processes and activities with respect to confirming compliance with applicable securities laws and
SEC
and
NASDAQ
rules relating to our accounting and financial reporting processes and the audit of our financial statements;
|
•
|
establishing procedures for the consideration of alleged violations of the code of business conduct and the code of ethics adopted by our board and for the reporting and disclosure of violations of or waivers under such codes;
|
•
|
establishing procedures for receipt, retention and treatment of complaints on accounting, internal accounting controls or audit matters; and
|
•
|
preparing a report for our annual proxy statement.
|
•
|
the proposing shareholder’s name and address and documentation indicating the number of ordinary shares beneficially owned by such person and the holder or holders of record of those shares, together with a statement that the proposing shareholder is recommending a candidate for nomination as a director;
|
•
|
the candidate’s name, age, business and residence addresses, principal occupation or employment, business experience, educational background and any other information relevant in light of the factors considered by the nominating and corporate governance committee in making a determination of a candidate’s qualifications, as described below;
|
•
|
a statement detailing any relationship, arrangement or understanding that might affect the independence of the candidate as a member of our board;
|
•
|
any other information that would be required under
SEC
rules in a proxy statement soliciting proxies for the election of such candidate as a director;
|
•
|
a representation as to whether the proposing shareholder intends to deliver any proxy materials or otherwise solicit proxies in support of the director nominee;
|
•
|
a representation that the proposing shareholder intends to appear in person or by proxy at the annual shareholders meeting at which the person named in such notice is to stand for election; and
|
•
|
a signed consent of the candidate to serve as a director, if nominated and elected.
|
•
|
independence from management; education and professional background; judgment, skill and reputation;
|
•
|
understanding of our business and the markets in which we operate;
|
•
|
expertise that is useful to us and complementary to the expertise of our other directors;
|
•
|
existing commitments to other businesses as a director, executive or owner;
|
•
|
personal conflicts of interest, if any; and
|
•
|
the size and composition of our existing board of directors.
|
Name
|
|
Positions
|
|
|
|
Charles H.R. Bracken, 47
|
|
Executive Vice President since January 2012 and Co-Chief Financial Officer (Principal Financial Officer) since June 2005. From April 2005 to January 2012, Mr. Bracken served as a Senior Vice President. In addition, Mr. Bracken is an officer or a managing director of various of our subsidiaries. He also served as the Chief Financial Officer of UGC Europe, Inc., now known as Liberty Global Europe, Inc., and its predecessors from November 1999 to June 2005. Mr. Bracken is a director of our subsidiary Telenet Group Holding NV, a Belgian public limited liability company (
Telenet
).
|
Bernard G. Dvorak, 53
|
|
Executive Vice President since January 2012 and Co-Chief Financial Officer (Principal Accounting Officer) since June 2005. From April 2005 to January 2012, Mr. Dvorak served as a Senior Vice President. In addition, Mr. Dvorak has served as an officer of various of our subsidiaries, including LGI International, since March 2004.
|
Michael T. Fries, 51
|
|
Chief Executive Officer, President and Vice Chairman of our board since June 2005. Mr. Fries served as Chief Executive Officer of UGC from January 2004 to June 2005. Mr. Fries served as a director of UGC and its predecessors from November 1999 and as President of UGC and its predecessors from September 1998 until 2013. Mr. Fries has served in an executive capacity at Liberty Global, UGC and its predecessors for nearly 30 years. See also
Resolutions 1, 2, 3 and 4—Directors Whose Term Expires in 2015
.
|
Bryan H. Hall, 51
|
|
Executive Vice President, General Counsel and Secretary since January 2012. In addition, he is an officer or director of various of our subsidiaries. Prior to joining Liberty Global, Mr. Hall served as secretary and general counsel of Virgin Media from June 2004 until January 2011. While at Virgin Media, Mr. Hall was responsible for all legal affairs affecting Virgin Media, as well as matters concerning regulatory, competition, government affairs and media relations issues. From September 2000 to June 2004, Mr. Hall was a partner in the corporate department of the law firm Fried, Frank, Harris, Shriver & Jacobson LLP in New York, specializing in public and private acquisitions and acquisition financings.
|
Diederik Karsten, 57
|
|
Executive Vice President, European Broadband Operations since January 2012. During 2011, Mr. Karsten served as Managing Director, European Broadband Operations. Mr. Karsten served as Managing Director, UPC Nederland BV, a subsidiary of Liberty Global Europe Holding BV (
Liberty Global Europe
) and its predecessors, from July 2004 to December 2010, where he was responsible for our broadband operations in the Netherlands. Prior to joining a predecessor of Liberty Global Europe, he served as chief executive officer of KPN Mobile, overseeing mobile telephony operations in the Netherlands, Germany, Belgium and other countries. Mr. Karsten is a director of Telenet and chairman of the supervisory board of our subsidiary Unitymedia Kabel BW GmbH.
|
Balan Nair, 47
|
|
Executive Vice President since 2012 and Chief Technology Officer since July 2007. From July 2007 to January 2012, he served as a Senior Vice President. Prior to joining our company, Mr. Nair served as Chief Technology Officer and Executive Vice President for AOL LLC, a global web services company, from 2006. Prior to his role at AOL LLC, Mr. Nair spent more than five years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. Mr. Nair is a director of Charter Communications, Inc., Telenet and Adtran, Inc.
|
•
|
Announced and completed the
Virgin Media Acquisition
|
▪
|
Integration well underway, doubling initial synergy estimates
|
•
|
Delivered strong subscriber growth across footprint with 1.3 million organic revenue generating unit additions
|
▪
|
Third consecutive year with over 1.0 million organic revenue generating units additions
|
•
|
Combined rebased growth of
4%
for both revenue and
OCF
|
▪
|
Excluding
Virgin Media
,
Liberty Global
posted
5%
rebased revenue and
OCF
growth
|
•
|
A
16%
increase in combined adjusted free cash flow year-over-year
|
•
|
Reduced property and equipment additions as a percentage of revenue, as compared to
2012
|
•
|
Strengthened consolidated liquidity position
|
•
|
Repurchased over $1.1 billion of equity in
2013
|
▪
|
Brings aggregate share repurchases at
Liberty Global
to more than $10 billion since 2005
|
•
|
Launched next generation multimedia home gateway, Horizon TV, in select countries
|
•
|
Top or lead broadband speed increased in five key markets
|
|
Cumulative
|
|
CAGR
|
||||||
|
1-yr TSR
|
|
3-yr TSR
|
|
5-yr TSR
|
|
3-yr CAGR
|
|
5-yr CAGR
|
Class A shares
|
41%
|
|
152%
|
|
459%
|
|
36%
|
|
41%
|
NASDAQ Telecommunications Index (CRSP)
|
45%
|
|
107%
|
|
301%
|
|
28%
|
|
32%
|
NASDAQ Composite Index (CRSP)
|
39%
|
|
66%
|
|
182%
|
|
18%
|
|
23%
|
NASDAQ US Benchmark TR Index (New)
|
33%
|
|
56%
|
|
137%
|
|
16%
|
|
19%
|
ICB 6500 Telecommunications (Supersector) (New)
|
13%
|
|
44%
|
|
91%
|
|
13%
|
|
14%
|
British Sky Broadcasting Group plc
|
Dish Network Corp
|
Time Warner Inc.
|
CBS Corporation
|
Liberty Interactive Corporation
|
Time Warner Cable Inc.
|
Comcast Corporation
|
Liberty Media Corporation
|
Viacom Inc.
|
DIRECTV
|
Rogers Communications
|
Vodafone Group
|
Discovery Communications, Inc.
|
|
|
•
|
To motivate our executives to maximize their contributions to the success of our company, we
|
▪
|
establish a mix of financial performance objectives based on our annual budgets and our medium-term outlook to balance short- and long-term goals and risks;
|
▪
|
establish individual performance objectives tailored to each executive’s role in our company to ensure individual accountability; and
|
▪
|
pay for performance that meets or exceeds the established objectives.
|
•
|
To ensure that we are able to attract and retain superior employees in key positions, we
|
▪
|
offer compensation that we believe is competitive with the compensation paid to similarly situated employees of companies in our industry and companies with which we compete for talent; and
|
▪
|
include vesting requirements and forfeiture provisions in our multi-year equity awards, including a service period during which earned performance awards are subject to forfeiture.
|
•
|
To align our executives’ interests with those of our shareholders, we
|
▪
|
emphasize long-term compensation, the actual value of which depends on increasing the share value for our shareholders, as well as meeting financial and individual performance objectives; and
|
▪
|
require our executive officers to achieve and maintain significant levels of stock ownership, further linking our executives’ personal net worth to long-term stock price appreciation for our shareholders.
|
•
|
the responsibilities assumed by the individual executive and the significance of his role to achievement of our financial, strategic and operational objectives;
|
•
|
the experience, overall effectiveness and demonstrated leadership ability of the individual executive;
|
•
|
the performance expectations set for our company and for the individual executive and the overall assessment by the compensation committee of actual performance; and
|
•
|
retention risks at specific points in time with respect to individual executives.
|
•
|
Sixty percent of each participant’s maximum achievable performance award was based on achievement against financial performance metrics and
40%
was based on individual achievement against defined performance goals.
|
•
|
Two equally weighted financial performance metrics were used:
|
▪
|
2013
budgeted revenue growth on a consolidated basis and, if applicable, operating unit basis; and
|
▪
|
2013
budgeted operating free cash flow (
OFCF
) growth on a consolidated basis and, if applicable, operating unit basis.
|
•
|
The base performance objective for our
NEO
s required that either 40% of
2013
consolidated budgeted revenue growth or 40% of
2013
consolidated budgeted
OFCF
growth be achieved.
|
|
|
Corresponding % of Achievement of 2013 Budget
|
||||
Achievement of Budgeted Growth over 2012
|
|
Revenue (50%Weighting)
|
|
OFCF (50% Weighting)
|
|
Payout (% of Weighted Portion of Maximum Bonus Amount) (1)
|
Over-Performance
|
|
≥ 105.0%
|
|
≥ 110.0%
|
|
150.0%
|
100.0%
|
|
100.0%
|
|
100.0%
|
|
100.0%
|
< 50.0%
|
|
< 97.3%
|
|
< 95.7%
|
|
—%
|
(1)
|
Percentages shown represent the payout that would result if the specified performance levels were achieved for both the revenue and
OFCF
targets. Payout percentages for percentage achievement of revenue and
OFCF
budgets which fall in between points specified in the table would be determined by straight-line interpolation. If the performance level for revenue and
OFCF
were to differ, the payout would represent the sum of the percentages derived by multiplying 50% times each of the respective payout percentages for the revenue and
OFCF
targets, with a maximum payout of 100%.
|
•
|
Weighting financial performance metrics more heavily than individual performance goals should serve to reduce the level of subjectivity in determining final awards;
|
•
|
Using two equally weighted financial metrics (budgeted revenue and
OFCF
growth), rather than a single metric, would provide incentives to drive revenue growth while controlling operating costs and capital expenditures;
|
•
|
Including consolidated financial performance metrics for all participants, including those with operating unit responsibility, would serve to mitigate potential organizational risks;
|
•
|
Including an over-performance provision would provide continuing incentive for above budget achievement; and
|
•
|
Establishing a base performance objective as a gating factor for payment of any award to the
NEO
s should result in the payment qualifying as performance-based compensation under Section 162(m). There could be no assurance that the objective would be achieved, particularly in light of the increasingly competitive environment in which we operate.
|
•
|
completion of the
Virgin Media Acquisition
;
|
•
|
increased ownership in
Ziggo
and
Telenet
;
|
•
|
the launch of Horizon TV in certain countries;
|
•
|
the agreement to sell substantially all of the programming assets of the Chellomedia division;
|
•
|
increase of the top or lead internet speed in five key markets by up to three-fold;
|
•
|
the migration of Chilean mobile services to a full mobile virtual network operation;
|
•
|
refinanced a significant amount of debt during the year, which enabled us to maintain the average life of our debt and lower our all-in-swapped borrowing costs;
|
•
|
strengthened our consolidated liquidity position;
|
•
|
the completion of key programming agreements; and
|
•
|
the achievement of significant financial and operational performance metrics related to property and equipment additions, organic subscriber additions and equity repurchases.
|
|
|
2013 Annual Cash Performance Award
|
||||||||
Name
|
|
Maximum
Achievable Award |
|
% Payout for Financial Performance (Revenue & OFCF)(60%)
|
|
% Payout for Individual Performance
(40%) |
|
Aggregate % of Maximum Award (100%)
|
|
Approved Award
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Fries
|
|
$5,000,000
|
|
65.3%
|
|
100.0%
|
|
79.2%
|
|
$3,960,000
|
|
|
|
|
|
|
|
|
|
|
|
Charles H.R. Bracken
|
|
$2,000,000
|
|
65.3%
|
|
100.0%
|
|
79.2%
|
|
$1,584,000
|
|
|
|
|
|
|
|
|
|
|
|
Bernard G. Dvorak
|
|
$2,000,000
|
|
65.3%
|
|
100.0%
|
|
79.2%
|
|
$1,584,000
|
|
|
|
|
|
|
|
|
|
|
|
Diederik Karsten
|
|
$2,000,000
|
|
65.3%
|
|
100.0%
|
|
79.2%
|
|
$1,584,000
|
|
|
|
|
|
|
|
|
|
|
|
Balan Nair
|
|
$2,000,000
|
|
65.3%
|
|
100.0%
|
|
79.2%
|
|
$1,584,000
|
•
|
The organizational risks of incentive compensation should be reduced through:
|
▪
|
the use of multiple equity vehicles (
PSU
s and
SAR
s) with different performance, retention, risk and reward profiles;
|
▪
|
annual grants of equity awards that spread the target incentive compensation over multiple and overlapping performance/service periods and provide the flexibility to change performance metrics, weighting and targets from grant to grant; and
|
▪
|
the setting of achievable target performance levels, while providing higher payout levels for over-performance.
|
•
|
The use of performance-based equity awards, such as
PSU
s, adds an element of market risk over the performance/ service period to better align the interests of management and shareholders, while focusing management on achieving specified performance targets to earn the award.
|
•
|
The use of conventional equity awards, such as
SAR
s, provides a retention mechanism and alignment with shareholders by only delivering value if the stock price appreciates.
|
•
|
Providing for forfeiture or reduction of performance-based equity awards based on individual performance ensures that each participant remains accountable for his or her own performance against performance goals tailored to the participant’s role and responsibilities.
|
|
|
|
|
Two-thirds of Target
Annual Equity Value in the Form of: |
|
One-third of Target
Annual Equity Value in the Form of: |
||||
Name
|
|
Target Annual
Equity Value |
|
Class A
PSU Grant (#) |
|
Class C
PSU Grant (#) |
|
Class A
SARs (#) |
|
Class C
SARs (#) |
|
|
|
|
|
|
|
|
|
|
|
Michael T. Fries
|
|
$8,000,000
|
|
39,020
|
|
117,060
|
|
81,856
|
|
245,568
|
|
|
|
|
|
|
|
|
|
|
|
Charles H.R. Bracken
|
|
$3,500,000
|
|
17,072
|
|
51,216
|
|
35,808
|
|
107,424
|
|
|
|
|
|
|
|
|
|
|
|
Bernard G. Dvorak
|
|
$3,500,000
|
|
17,072
|
|
51,216
|
|
35,808
|
|
107,424
|
|
|
|
|
|
|
|
|
|
|
|
Diederik Karsten
|
|
$3,500,000
|
|
17,072
|
|
51,216
|
|
35,808
|
|
107,424
|
|
|
|
|
|
|
|
|
|
|
|
Balan Nair
|
|
$3,500,000
|
|
17,072
|
|
51,216
|
|
35,808
|
|
107,424
|
Name
|
|
Series A RSUs
|
|
Series C RSUs
|
|
|
|
|
|
Michael T. Fries
|
|
36,082
|
|
108,246
|
Charles H.R. Bracken
|
|
15,785
|
|
47,355
|
Bernard G. Dvorak
|
|
15,785
|
|
47,355
|
Diederik Karsten
|
|
15,785
|
|
47,355
|
Balan Nair
|
|
15,785
|
|
47,355
|
|
|
Class A
|
|
Class C
|
Name
|
|
Performance SARs
|
|
Performance SARs
|
|
|
|
|
|
Michael T. Fries
|
|
925,000
|
|
2,775,000
|
Charles H.R. Bracken
|
|
162,500
|
|
487,500
|
Bernard G. Dvorak
|
|
162,500
|
|
487,500
|
Diederik Karsten
|
|
162,500
|
|
487,500
|
Balan Nair
|
|
162,500
|
|
487,500
|
Position
|
|
Guideline
|
|
|
|
Chief Executive Officer
|
|
5 times base
|
Executive Vice Presidents, including Co-Chief Financial Officers
|
|
4 times base
|
All Senior Vice Presidents and President of Liberty Global Latin America division
|
|
3 times base
|
•
|
limited personal use of our corporate aircraft;
|
•
|
an annual auto allowance or use of a company auto for our executive officers working in Europe;
|
•
|
an executive health plan; and
|
•
|
charitable giving by
Liberty Global
.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock Awards ($)(1)
|
|
Option Awards
($)(2)
|
|
Non-Equity
Incentive Plan Compensation ($)(3) |
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)
|
|
All Other
Compensation ($)(5) |
|
Total ($)
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Fries
|
|
2013
|
|
1,365,385
|
|
|
—
|
|
5,567,374
|
|
34,638,020
|
|
3,960,000
|
|
|
289,424
|
|
|
1,031,779
|
|
46,851,982
|
Chief Executive
|
|
2012
|
|
996,231
|
|
|
—
|
|
5,460,555
|
|
2,998,218
|
|
3,622,000
|
|
|
150,724
|
|
|
784,753
|
|
14,012,481
|
Officer & President
|
|
2011
|
|
986,000
|
|
|
—
|
|
5,144,147
|
|
3,068,648
|
|
4,000,000
|
|
|
59,629
|
|
|
555,787
|
|
13,814,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles H.R. Bracken
|
|
2013
|
|
730,926
|
(6)
|
|
—
|
|
2,435,833
|
|
6,610,946
|
|
1,584,000
|
|
|
—
|
|
|
93,089
|
|
11,454,794
|
Executive Vice
|
|
2012
|
|
638,669
|
(6)
|
|
—
|
|
2,388,917
|
|
1,190,124
|
|
906,000
|
|
|
—
|
|
|
79,596
|
|
5,203,306
|
President & Co-Chief
|
|
2011
|
|
631,648
|
(6)
|
|
—
|
|
2,250,714
|
|
1,177,913
|
|
1,000,000
|
|
|
—
|
|
|
76,221
|
|
5,136,496
|
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Principal Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bernard G. Dvorak
|
|
2013
|
|
693,192
|
|
|
—
|
|
2,435,833
|
|
7,093,581
|
|
1,584,000
|
|
|
13,808
|
|
|
20,246
|
|
11,840,660
|
Executive Vice
|
|
2012
|
|
534,692
|
|
|
—
|
|
2,388,917
|
|
1,311,617
|
|
906,000
|
|
|
—
|
|
|
34,543
|
|
5,175,769
|
President & Co-Chief
|
|
2011
|
|
523,000
|
|
|
—
|
|
2,250,714
|
|
1,342,199
|
|
1,000,000
|
|
|
—
|
|
|
18,296
|
|
5,134,209
|
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Principal Accounting
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diederik Karsten
|
|
2013
|
|
773,100
|
(7)
|
|
—
|
|
2,435,833
|
|
6,610,946
|
|
1,584,000
|
|
|
—
|
|
|
181,492
|
|
11,585,371
|
Executive Vice
|
|
2012
|
|
656,385
|
(7)
|
|
—
|
|
2,388,917
|
|
1,190,124
|
|
932,000
|
|
|
—
|
|
|
162,581
|
|
5,330,007
|
President, European
|
|
2011
|
|
665,322
|
(7)
|
|
—
|
|
2,250,714
|
|
1,177,913
|
|
1,000,000
|
|
|
—
|
|
|
163,828
|
|
5,257,777
|
Broadband Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balan Nair
|
|
2013
|
|
696,692
|
|
|
—
|
|
2,435,833
|
|
7,093,581
|
|
1,584,000
|
|
|
63,454
|
|
|
93,524
|
|
11,967,084
|
Executive Vice
|
|
2012
|
|
547,692
|
|
|
—
|
|
2,388,917
|
|
1,311,617
|
|
932,000
|
|
|
41,960
|
|
|
73,553
|
|
5,295,739
|
President & Chief
|
|
2011
|
|
536,000
|
|
|
—
|
|
2,250,714
|
|
1,342,199
|
|
1,000,000
|
|
|
18,469
|
|
|
45,650
|
|
5,193,032
|
Technology Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The
2013
dollar amounts shown in the “Stock Awards” column reflect the grant date fair value of each
NEO
’s target
2013 PSU
s determined in accordance with Topic 718 of the Financial Accounting Standards Board’s Accounting Standards Codification (
FASB ASC 718
). The grant date fair value for the maximum achievable
2013 PSU
awards (150% of target) would be $8,351,060 for Mr. Fries and $3,653,749 for each of the other
NEO
s. Earned awards will vest, subject to forfeiture or acceleration under certain circumstances, in two equal installments on each of March 31, 2015 and September 30, 2015.
|
(2)
|
The
2013
dollar amounts shown in the “Option Awards” column reflect the grant date fair value in accordance with
FASB ASC 718
of
SAR
awards and performance-based
SAR
awards granted to our
NEO
s in
2013
. The dollar amounts for the
SAR
awards exclude the impact of estimated forfeitures and assume a risk-free interest rate of 0.70%, a volatility rate of 35.8% and an expected term of 5.2 years with respect to Messrs. Fries, Dvorak and Nair and a risk-free interest rate of 0.49%, a volatility rate of 28.9% and an expected term of 4.0 years with respect to Messrs. Bracken and Karsten. Messrs. Bracken, Dvorak, Karsten and Nair were each granted the same number of
SAR
awards in
2013
. The differences in the grant date fair value of their
SAR
s are attributable to the different valuation assumptions described above, which were applied based on their respective home countries. The
SAR
awards vest 12.5% on November 1, 2013 and thereafter in 14 equal quarterly installments commencing February 1, 2014, and have a seven year term. The dollar amounts for the performance-based
SAR
awards exclude the impact of estimated forfeitures and assume a risk-free interest rate of
1.14%
,
|
(3)
|
The dollar amounts in the “Non-Equity Incentive Plan Compensation” column reflect the annual cash performance awards earned by the
NEO
s under the Incentive Plan during the years indicated. For
2013
, the compensation committee determined the final award amounts at its March 18, 2014 meeting. The awards were paid out in the spring of 2014.
|
(4)
|
The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest on compensation previously deferred by the applicable
NEO
under our Deferred Compensation Plan. The above-market value of accrued interest is that portion of the accrued interest equal to the amount that exceeds 120% of the applicable federal long-term rate (with compounding) at the time the interest rate under the Deferred Compensation Plan was set.
|
(5)
|
The following table provides additional information about the
2013
amounts that appear in the “All Other Compensation” column in the Summary Compensation Table above:
|
Name
|
|
401(k)
Plan (a) |
|
U.K. Defined
Contribution Plan (b) |
|
NL Defined Contribution Plan (c)
|
|
Auto
Allowance |
|
Miscellaneous (d)
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Michael T. Fries
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,031,779
|
|
|
$
|
1,031,779
|
|
Charles H.R. Bracken
|
|
$
|
—
|
|
|
$
|
65,783
|
|
|
$
|
—
|
|
|
$
|
22,664
|
|
|
$
|
4,642
|
|
|
$
|
93,089
|
|
Bernard G. Dvorak
|
|
$
|
17,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,746
|
|
|
$
|
20,246
|
|
Diederik Karsten
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
148,465
|
|
|
$
|
28,997
|
|
|
$
|
4,030
|
|
|
$
|
181,492
|
|
Balan Nair
|
|
$
|
17,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,024
|
|
|
$
|
93,524
|
|
(a)
|
Represents matching employer contributions made under the
401(k) Plan
. Under the
401(k) Plan
, participants may make contributions annually, subject to
U.S.
federal limits, and
LGI
makes a matching contribution equal to 100% of the participant’s contribution up to the lesser of the federal limit on contributions or 10% of their cash compensation (excluding awards under the
2005 Incentive Plan
). Voluntary catch-up contributions permitted under
U.S.
federal law for persons age 50 or older, however, are not matched. Messrs. Fries, Dvorak and Nair are fully vested in their respective
401(k) Plan
accounts.
|
(b)
|
Represents employer contributions pursuant to the Liberty Global Group Pension Plan in the
U.K.
Under this plan, we retain a plan provider that assists participating
U.K.
employees with establishing individual pension plans, which are defined contribution personal retirement savings plans. The employer then makes monthly contributions to each participant’s pension plan equal to a percentage of the participant’s monthly base salary, which varies based on age group. For Mr. Bracken, the employer contribution is 9% of his base salary. The maximum employer contribution is 14% of base salary for employees over the age of 60. Participants are required to make a contribution of at least 3% of their base salary to their individual pension plans. The participant’s contributions are not capped although the tax benefits to the participant are significantly less if such participant’s annual contributions exceed £50,000 ($78,174) or a lifetime contribution in excess of £1.5 million ($2.3 million), as such limits may be changed by the
U.K.
government from time to time. Participating
U.K.
employees, including Mr. Bracken, are fully vested in the employer contributions to their respective pension plans.
|
(c)
|
Represents employer contributions pursuant to the Dutch Liberty Global Pension Plan in the Netherlands. This is a defined contribution plan and Liberty Global Europe B.V. (
LGE BV
) retains an insurance company to execute the Dutch Liberty Global Pension Plan. This plan also includes a survivor’s pension and insurance covering a waiver of premium in the case of disability. The employer makes a contribution to each participant’s pension plan equal to a percentage of the participant’s pensionable salary (annual base salary minus an offset), which varies based on age group. The employer also pays the contributions for the pension plan insurance. For Mr. Karsten, the employer contribution is 16.9% of his pensionable salary. Participants are required to make a contribution of at least 3% of their base salary to their individual pension plans. Participating Netherlands employees, including Mr. Karsten, are fully vested in the employer contributions to their respective pension plans.
|
(d)
|
Amounts reflect the following:
|
•
|
Premiums for term life insurance for Messrs. Fries (
$1,656
), Dvorak (
$1,656
) and Nair (
$2,124
) under our group term life insurance benefit plan for
U.S.
employees.
|
•
|
Premiums for term life insurance for Mr. Bracken (
$1,783
) under LGE’s group life assurance policy for
U.K.
employees.
|
•
|
Payments made on behalf of Messrs. Dvorak and Nair under our executive health plan.
|
•
|
Our aggregate incremental cost attributable to personal use of our aircraft or having a personal guest on a business flight by each of the following
NEO
s is: Mr. Bracken (
$2,859
), Mr. Fries (
$376,690
) and Mr. Karsten ($4,030). Aggregate incremental cost for personal use of our aircraft is determined on a per flight basis and includes fuel, oil, lubricants, hourly costs of aircraft maintenance for the applicable number of flight hours, in-flight food and beverage services, trip-related hanger and tie down costs, landing and parking fees, travel expenses for crew and other variable costs specifically incurred. Aggregate incremental cost for a personal guest is determined based on our average direct variable costs per passenger for fuel and in-flight food and beverage services, plus, when applicable, customs and immigration fees specifically incurred.
|
•
|
The cost of memberships in certain professional organizations for Mr. Fries.
|
•
|
The tax gross-up of
$955
on gifts from us to Mr. Fries valued at approximately $1,100.
|
•
|
Contributions to several charitable and non-profit organizations made by
Liberty Global
at the request of Mr. Fries. Such contributions aggregated $628,033 and are not included in Mr. Fries’
Liberty Global
income for tax purposes. Of the organizations that received such contributions, Mr. Fries is a member of the board of seven of the organizations and on the advisory board of another organization to which
Liberty Global
contributed. The contributions to these organizations were $311,083 in the aggregate. In 2014, we are creating a charitable giving committee comprised of three members of senior management, excluding our
CEO
. Charitable giving by our company, which has been recommended by our
CEO
or any other
NEO
, will require prior approval of this committee.
|
•
|
Liberty Global
matched $500 in contributions by Mr. Fries though its company-match program, which is open to all employees. Such contributions are not included in Mr. Fries’
Liberty Global
income for
2013
tax purposes.
|
•
|
Contributions to a charitable and non-profit organization made by
Liberty Global
at the request of Mr. Nair. In addition,
Liberty Global
matched $17,500 in contributions by Mr. Nair through its company-match program, which is open to all employees. Such contributions (aggregate
$72,500
) are not included in Mr. Nair’s
Liberty Global
income for tax purposes. In 2014, we are creating a charitable giving committee comprised of three members of senior management, excluding our
CEO
. Charitable giving by our company, which has been recommended by our
CEO
or any other
NEO
, will require prior approval of this committee.
|
•
|
During
2013
, Messrs. Dvorak, Fries and Nair each used sporting and concert event tickets at no incremental cost to us.
|
•
|
During
2013
, Mr. Bracken used sporting and concert tickets made available generally to all employees of our
U.K.
offices on a first come, first served basis for which we do not attribute compensation.
|
(6)
|
For the years indicated, Mr. Bracken received all or a portion of his salary, perquisites and employee benefits in British pounds, which have been converted for this presentation to
U.S.
dollars based upon the average exchange rate in effect during each respective year (0.6396 for
2013
, 0.6310 for
2012
and 0.6238 for
2011
).
|
(7)
|
For the years indicated, Mr. Karsten received all or a portion of his salary, perquisites and employee benefits in euros, which have been converted for this presentation to
U.S.
dollars based upon the average exchange rate in effect during each respective year (0.7530 for
2013
, 0.7779 for
2012
and 0.7190 for
2011
). Due in part to his promotion at the beginning of 2011, Mr. Karsten received less than the annual salary specified in his employment agreement in 2011 because under standard Dutch payroll practice for vacation pay, a portion of his salary is accrued on a monthly basis and paid in mid-2012.
|
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All Other Stock Awards Number of Shares of Stock or Units (#)
|
|
All other Option Awards Number of Securities Underlying Options (#)
|
|
Exercise or Base Price of Option Awards ($/sh)
|
|
Grant Date Fair Value of Stock & Option Awards
($)(1)
|
||||||||||||||
Name
|
|
Grant Date
|
|
Threshold ($)
|
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Michael T. Fries
|
|
03/29/2013
|
|
—
|
|
|
—
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class A
|
|
04/01/2013
|
|
|
|
|
|
|
|
19,510
|
|
|
39,020
|
|
|
58,530
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
04/01/2013
|
|
|
|
|
|
|
|
58,530
|
|
|
117,060
|
|
|
175,590
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
04/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,567,374
|
||||||
Class A
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
81,856
|
|
37.23
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
81,856
|
|
36.85
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
163,712
|
|
34.41
|
|
|
|||||
Aggregated
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,852,626
|
||||||
Class A
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
925,000
|
|
|
|
|
|
35.03
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
925,000
|
|
|
|
|
|
34.67
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,850,000
|
|
|
|
|
|
32.78
|
|
|
|||
Aggregated
|
|
06/24/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,785,394
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Charles H.R. Bracken
|
|
03/29/2013
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class A
|
|
04/01/2013
|
|
|
|
|
|
|
|
8,536
|
|
|
17,072
|
|
|
25,608
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
04/01/2013
|
|
|
|
|
|
|
|
25,608
|
|
|
51,216
|
|
|
76,824
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
04/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,435,833
|
||||||
Class A
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
35,808
|
|
37.23
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
35,808
|
|
36.85
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
71,616
|
|
34.41
|
|
|
|||||
Aggregated
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,202,701
|
||||||
Class A
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,500
|
|
|
|
|
|
35.03
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,500
|
|
|
|
|
|
34.67
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325,000
|
|
|
|
|
|
32.78
|
|
|
|||
Aggregated
|
|
06/24/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,408,245
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Bernard G. Dvorak
|
|
03/29/2013
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class A
|
|
04/01/2013
|
|
|
|
|
|
|
|
8,536
|
|
|
17,072
|
|
|
25,608
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
04/01/2013
|
|
|
|
|
|
|
|
25,608
|
|
|
51,216
|
|
|
76,824
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
04/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,435,833
|
||||||
Class A
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
35,808
|
|
37.23
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
35,808
|
|
36.85
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
71,616
|
|
34.41
|
|
|
|||||
Aggregated
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,685,336
|
||||||
Class A
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,500
|
|
|
|
|
|
35.03
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,500
|
|
|
|
|
|
34.67
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325,000
|
|
|
|
|
|
32.78
|
|
|
|||
Aggregated
|
|
06/24/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,408,245
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diederik Karsten
|
|
03/29/2013
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class A
|
|
04/01/2013
|
|
|
|
|
|
|
|
8,536
|
|
|
17,072
|
|
|
25,608
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
04/01/2013
|
|
|
|
|
|
|
|
25,608
|
|
|
51,216
|
|
|
76,824
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
04/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,435,833
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Class A
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
35,808
|
|
37.23
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
35,808
|
|
36.85
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
71,616
|
|
34.41
|
|
|
|||||
Aggregated
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,202,701
|
||||||
Class A
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,500
|
|
|
|
|
|
35.03
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,500
|
|
|
|
|
|
34.67
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325,000
|
|
|
|
|
|
32.78
|
|
|
|
|
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
|
All Other Stock Awards Number of Shares of Stock or Units (#)
|
|
All other Option Awards Number of Securities Underlying Options (#)
|
|
Exercise or Base Price of Option Awards ($/sh)
|
|
Grant Date Fair Value of Stock & Option Awards
($)(1)
|
||||||||||||||
Name
|
|
Grant Date
|
|
Threshold ($)
|
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|||||||||||||
Aggregated
|
|
06/24/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,408,245
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balan Nair
|
|
03/29/2013
|
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class A
|
|
04/01/2013
|
|
|
|
|
|
|
|
8,536
|
|
|
17,072
|
|
|
25,608
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
04/01/2013
|
|
|
|
|
|
|
|
25,608
|
|
|
51,216
|
|
|
76,824
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
04/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,435,833
|
||||||
Class A
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
35,808
|
|
37.23
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
35,808
|
|
36.85
|
|
|
|||||
Class C
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
71,616
|
|
34.41
|
|
|
|||||
Aggregated
|
|
05/01/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,685,336
|
||||||
Class A
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,500
|
|
|
|
|
|
35.03
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162,500
|
|
|
|
|
|
34.67
|
|
|
|||
Class C
|
|
06/24/2013
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325,000
|
|
|
|
|
|
32.78
|
|
|
|||
Aggregated
|
|
06/24/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,408,245
|
(1)
|
Grant date fair value reflects the aggregate amount of the awards based on Class A and Class C shares for the applicable grant date.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Michael T. Fries
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A
|
|
147,617
|
|
|
—
|
|
|
|
9.87
|
|
11/24/2014
|
|
36,082
|
(6)
|
|
1,641,009
|
|
|
|
118,930
|
|
|
16,990
|
|
(1)
|
|
13.81
|
|
5/1/2017
|
|
39,020
|
(7)
|
|
1,774,630
|
|
|
|
57,340
|
|
|
34,404
|
|
(2)
|
|
23.37
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
32,574
|
|
|
54,290
|
|
(3)
|
|
25.12
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
10,232
|
|
|
71,624
|
|
(4)
|
|
37.23
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
925,000
|
|
(5)
|
|
35.03
|
|
6/24/2020
|
|
|
|
|
|
|
Class C
|
|
147,617
|
|
|
—
|
|
|
|
9.77
|
|
11/24/2014
|
|
108,246
|
(6)
|
|
4,563,651
|
|
|
|
295,234
|
|
|
—
|
|
|
|
9.30
|
|
11/24/2014
|
|
117,060
|
(7)
|
|
4,935,250
|
|
|
|
118,930
|
|
|
16,990
|
|
(1)
|
|
13.67
|
|
5/1/2017
|
|
|
|
|
|
|
|
|
237,860
|
|
|
33,980
|
|
(1)
|
|
13.54
|
|
5/1/2017
|
|
|
|
|
|
|
|
|
57,340
|
|
|
34,404
|
|
(2)
|
|
23.13
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
114,680
|
|
|
68,808
|
|
(2)
|
|
22.20
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
32,574
|
|
|
54,290
|
|
(3)
|
|
24.87
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
65,148
|
|
|
108,580
|
|
(3)
|
|
24.10
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
10,232
|
|
|
71,624
|
|
(4)
|
|
36.85
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
20,464
|
|
|
143,248
|
|
(4)
|
|
34.41
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
925,000
|
|
(5)
|
|
34.67
|
|
6/24/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
1,850,000
|
|
(5)
|
|
32.78
|
|
6/24/2020
|
|
|
|
|
|
|
Charles H.R. Bracken
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class A
|
|
28,717
|
|
|
7,434
|
|
(1)
|
|
13.81
|
|
5/1/2017
|
|
15,785
|
(6)
|
|
717,902
|
|
|
|
25,080
|
|
|
15,048
|
|
(2)
|
|
23.37
|
|
5/1/2018
|
|
17,072
|
(7)
|
|
776,435
|
|
|
|
14,250
|
|
|
23,750
|
|
(3)
|
|
25.12
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
4,476
|
|
|
31,332
|
|
(4)
|
|
37.23
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
162,500
|
|
(5)
|
|
35.03
|
|
6/24/2020
|
|
|
|
|
|
|
Class C
|
|
28,717
|
|
|
7,434
|
|
(1)
|
|
13.67
|
|
5/1/2017
|
|
47,355
|
(6)
|
|
1,996,487
|
|
|
|
57,434
|
|
|
14,868
|
|
(1)
|
|
13.54
|
|
5/1/2017
|
|
51,216
|
(7)
|
|
2,159,267
|
|
|
|
25,080
|
|
|
15,048
|
|
(2)
|
|
23.13
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
50,160
|
|
|
30,096
|
|
(2)
|
|
22.20
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
14,250
|
|
|
23,750
|
|
(3)
|
|
24.87
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
28,500
|
|
|
47,500
|
|
(3)
|
|
24.10
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
4,476
|
|
|
31,332
|
|
(4)
|
|
36.85
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
8,952
|
|
|
62,664
|
|
(4)
|
|
34.41
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
162,500
|
|
(5)
|
|
34.67
|
|
6/24/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
325,000
|
|
(5)
|
|
32.78
|
|
6/24/2020
|
|
|
|
|
|
|
Bernard G. Dvorak
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class A
|
|
52,038
|
|
|
7,434
|
|
(1)
|
|
13.81
|
|
5/1/2017
|
|
15,785
|
(6)
|
|
717,902
|
|
|
|
25,080
|
|
|
15,048
|
|
(2)
|
|
23.37
|
|
5/1/2018
|
|
17,072
|
(7)
|
|
776,435
|
|
|
|
14,250
|
|
|
23,750
|
|
(3)
|
|
25.12
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
4,476
|
|
|
31,332
|
|
(4)
|
|
37.23
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
162,500
|
|
(5)
|
|
35.03
|
|
6/24/2020
|
|
|
|
|
|
|
Class C
|
|
52,038
|
|
|
7,434
|
|
(1)
|
|
13.67
|
|
5/1/2017
|
|
47,355
|
(6)
|
|
1,996,487
|
|
|
|
104,076
|
|
|
14,868
|
|
(1)
|
|
13.54
|
|
5/1/2017
|
|
51,216
|
(7)
|
|
2,159,267
|
|
|
|
25,080
|
|
|
15,048
|
|
(2)
|
|
23.13
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
50,160
|
|
|
30,096
|
|
(2)
|
|
22.20
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
14,250
|
|
|
23,750
|
|
(3)
|
|
24.87
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
28,500
|
|
|
47,500
|
|
(3)
|
|
24.10
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
4,476
|
|
|
31,332
|
|
(4)
|
|
36.85
|
|
5/1/2020
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
Option Exercise Price
($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
|
|||||
|
|
8,952
|
|
|
62,664
|
|
(4)
|
|
34.41
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
162,500
|
|
(5)
|
|
34.67
|
|
6/24/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
325,000
|
|
(5)
|
|
32.78
|
|
6/24/2020
|
|
|
|
|
|
|
Diederik Karsten
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A
|
|
7,750
|
|
|
—
|
|
|
|
8.39
|
|
5/1/2016
|
|
15,785
|
(6)
|
|
717,902
|
|
|
|
6,954
|
|
|
—
|
|
|
|
7.40
|
|
5/1/2016
|
|
17,072
|
(7)
|
|
776,435
|
|
|
|
15,924
|
|
|
2,654
|
|
(1)
|
|
13.81
|
|
5/1/2017
|
|
|
|
|
|
|
|
|
25,080
|
|
|
15,048
|
|
(2)
|
|
23.37
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
14,250
|
|
|
23,750
|
|
(3)
|
|
25.12
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
4,476
|
|
|
31,332
|
|
(4)
|
|
37.23
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
162,500
|
|
(5)
|
|
35.03
|
|
6/24/2020
|
|
|
|
|
|
|
Class C
|
|
7,750
|
|
|
—
|
|
(6)
|
|
8.31
|
|
5/1/2016
|
|
47,355
|
(6)
|
|
1,996,487
|
|
|
|
15,500
|
|
|
—
|
|
(6)
|
|
8.28
|
|
5/1/2016
|
|
51,216
|
(7)
|
|
2,159,267
|
|
|
|
6,954
|
|
|
—
|
|
(6)
|
|
7.33
|
|
5/1/2016
|
|
|
|
|
|
|
|
|
13,908
|
|
|
—
|
|
(6)
|
|
7.25
|
|
5/1/2016
|
|
|
|
|
|
|
|
|
15,924
|
|
|
2,654
|
|
(1)
|
|
13.67
|
|
5/1/2017
|
|
|
|
|
|
|
|
|
31,848
|
|
|
5,308
|
|
(1)
|
|
13.54
|
|
5/1/2017
|
|
|
|
|
|
|
|
|
25,080
|
|
|
15,048
|
|
(2)
|
|
23.13
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
50,160
|
|
|
30,096
|
|
(2)
|
|
22.20
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
14,250
|
|
|
23,750
|
|
(3)
|
|
24.87
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
28,500
|
|
|
47,500
|
|
(3)
|
|
24.10
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
4,476
|
|
|
31,332
|
|
(4)
|
|
36.85
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
8,952
|
|
|
62,664
|
|
(4)
|
|
34.41
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
162,500
|
|
(5)
|
|
34.67
|
|
6/24/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
325,000
|
|
(5)
|
|
32.78
|
|
6/24/2020
|
|
|
|
|
|
|
Balan Nair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class A
|
|
17,500
|
|
|
—
|
|
|
|
22.15
|
|
7/16/2014
|
|
15,785
|
(6)
|
|
717,902
|
|
|
|
22,302
|
|
|
3,186
|
|
(1)
|
|
13.81
|
|
5/1/2017
|
|
17,072
|
(7)
|
|
776,435
|
|
|
|
25,080
|
|
|
15,048
|
|
(2)
|
|
23.37
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
14,250
|
|
|
23,750
|
|
(3)
|
|
25.12
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
4,476
|
|
|
31,332
|
|
(4)
|
|
37.23
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
162,500
|
|
(5)
|
|
35.03
|
|
6/24/2020
|
|
|
|
|
|
|
Class C
|
|
17,500
|
|
|
—
|
|
|
|
21.94
|
|
7/16/2014
|
|
47,355
|
(6)
|
|
1,996,487
|
|
|
|
35,000
|
|
|
—
|
|
|
|
21.19
|
|
7/16/2014
|
|
51,216
|
(7)
|
|
2,159,267
|
|
|
|
22,302
|
|
|
3,186
|
|
(1)
|
|
13.67
|
|
5/1/2017
|
|
|
|
|
|
|
|
|
44,604
|
|
|
6,372
|
|
(1)
|
|
13.54
|
|
5/1/2017
|
|
|
|
|
|
|
|
|
25,080
|
|
|
15,048
|
|
(2)
|
|
23.13
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
50,160
|
|
|
30,096
|
|
(2)
|
|
22.20
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
14,250
|
|
|
23,750
|
|
(3)
|
|
24.87
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
28,500
|
|
|
47,500
|
|
(3)
|
|
24.10
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
4,476
|
|
|
31,332
|
|
(4)
|
|
36.85
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
8,952
|
|
|
62,664
|
|
(4)
|
|
34.41
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
162,500
|
|
(5)
|
|
34.67
|
|
6/24/2020
|
|
|
|
|
|
|
|
|
—
|
|
|
325,000
|
|
(5)
|
|
32.78
|
|
6/24/2020
|
|
|
|
|
|
(1)
|
Vests in 2 equal remaining quarterly installments from February 1, 2014 to May 1, 2014.
|
(2)
|
Vests in 6 equal remaining quarterly installments from February 1, 2014 to May 1, 2015.
|
(3)
|
Vests in 10 equal remaining quarterly installments from February 1, 2014 to May 1, 2016.
|
(4)
|
Vests in 14 equal remaining quarterly installments from February 1, 2014 to May 1, 2017.
|
(5)
|
Represents the target number of Class A and Class C shares subject to the performance-based
SAR
s of the
2013 Challenge Awards
that may be earned by each of our
NEO
s. If earned, these performance-based
SAR
s will vest on June 24, 2016.
|
(6)
|
Represents the number of Class A and Class C shares underlying
2012 PSU
s that were actually earned by each of our
NEO
s as determined by the compensation committee in March 2014. These awards were then converted to time-vested
RSU
s vesting in two equal installments on March 31, 2014 and September 30, 2014. See —
Elements of Our Compensation Packages
—
Equity Incentive Awards
—
Decisions for
2012 PSU
s
above.
|
(7)
|
Represents the target number of Class A and Class C shares underlying
2013 PSU
s that may be earned by each of our
NEO
s. If earned, the
2013 PSU
s will vest in two equal installments on March 31, 2015 and September 30, 2015, respectively.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Name
|
|
Number of
Shares Acquired on Exercise (#) |
|
Value Realized
on Exercise ($)(1) |
|
Number of
Shares Acquired on Vesting (#)(2) |
|
Value Realized
on Vesting ($)(1) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||
Michael T. Fries
|
|
|
|
|
|
|
|
|
|
|
|
||
Class A
|
|
133,422
|
|
(3)
|
|
|
|
|
30,880
|
(4)
|
|
|
|
Class C
|
|
400,266
|
|
(3)
|
|
|
|
|
92,640
|
(4)
|
|
|
|
Aggregated
|
|
|
|
|
15,717,317
|
|
|
|
|
|
|
4,779,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Charles H.R. Bracken
|
|
|
|
|
|
|
|
|
|
|
|
||
Class A
|
|
70,431
|
|
(5)
|
|
|
|
|
26,317
|
|
|
|
|
Class C
|
|
211,293
|
|
(5)
|
|
|
|
|
78,951
|
|
|
|
|
Aggregated
|
|
|
|
|
7,164,223
|
|
|
|
|
|
|
3,922,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Bernard G. Dvorak
|
|
|
|
|
|
|
|
|
|
|
|
||
Class A
|
|
—
|
|
|
|
|
|
|
13,510
|
(6)
|
|
|
|
Class C
|
|
—
|
|
|
|
|
|
|
40,530
|
(6)
|
|
|
|
Aggregated
|
|
|
|
|
—
|
|
|
|
|
|
|
2,091,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Diederik Karsten
|
|
|
|
|
|
|
|
|
|
|
|
||
Class A
|
|
—
|
|
|
|
|
|
|
27,517
|
|
|
|
|
Class C
|
|
—
|
|
|
|
|
|
|
82,551
|
|
|
|
|
Aggregated
|
|
|
|
|
—
|
|
|
|
|
|
|
4,072,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Balan Nair
|
|
|
|
|
|
|
|
|
|
|
|
||
Class A
|
|
20,000
|
|
(7)
|
|
|
|
|
13,510
|
(6)
|
|
|
|
Class C
|
|
60,000
|
|
(7)
|
|
|
|
|
40,530
|
(6)
|
|
|
|
Aggregated
|
|
|
|
|
1,485,343
|
|
|
|
|
|
|
2,091,078
|
(1)
|
Value reflects the aggregate amount of awards for Class A and Class C shares exercised or vested in
2013
.
|
(2)
|
Includes shares withheld by us to pay the minimum withholding tax due upon vesting of the
RSU
s in
2013
.
|
(3)
|
Consists of (a)
68,422
Class A shares and
205,266
Class C shares subject to
SAR
s and (b)
65,000
Class A shares and
195,000
Class C shares underlying options, which were exercised at the election of Mr. Fries. The actual number of shares issued to Mr. Fries upon exercise of the
SAR
s, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes, was
31,391
Class A shares and
94,227
Class C shares. The actual number of shares issued to Mr. Fries upon exercise of the options, after taking into account the spread between the exercise price and the closing market price and giving effect to the withholding of shares for taxes, was
25,033
Class A shares and
74,329
Class C shares.
|
(4)
|
Includes
29,272
restricted Class A shares and
87,816
restricted Class C shares granted on December 31, 2012, and
RSU
s based on
1,608
Class A shares and
4,824
Class C shares granted on March 18, 2013, all in exchange for earned
2011 PSU
s that vested on September 30, 2013.
|
(5)
|
Consists of Class A shares and Class C shares subject to
SAR
s, which were exercised at the election of Mr. Bracken. The actual number of shares issued to Mr. Bracken upon exercise of these
SAR
s, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes was
33,287
Class A shares and
85,025
Class C shares.
|
(6)
|
Includes
12,807
restricted Class A shares and
38,421
restricted Class C shares granted on December 31, 2012, and
RSU
s based on
703
Class A shares and
2,109
Class C shares, all in exchange for earned
2011 PSU
s that vested on September 30, 2013.
|
(7)
|
Consists of shares underlying options, which were exercised at the election of Mr. Nair.
|
Name
|
|
Executive Contribution in Last FY
|
|
Aggregate Earnings in Last FY
|
|
Aggregate Withdrawals / Distributions
|
|
Aggregate Balance at Last FYE
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Michael T. Fries
|
|
$
|
1,718,800
|
|
(1)
|
|
$
|
431,653
|
|
|
$
|
2,182,869
|
|
|
$
|
4,952,130
|
|
Bernard G. Dvorak
|
|
$
|
450,575
|
|
(2)
|
|
$
|
20,025
|
|
|
$
|
—
|
|
|
$
|
470,600
|
|
Balan Nair
|
|
$
|
367,438
|
|
(3)
|
|
$
|
97,416
|
|
|
$
|
35,258
|
|
|
$
|
1,236,810
|
|
(1)
|
Consists of annual cash performance award contributed in
2013
.
|
(2)
|
Consists of salary contributed in
2013
.
|
(3)
|
Includes salary of $139,338 and bonus of $228,100 contributed in
2013
.
|
•
|
The amounts in the tables for unvested
SAR
s that vest on an accelerated basis or continue to vest are based on the spread between the base price of the award and the applicable closing market price on
December 31, 2013
. Restricted shares or units and
PSU
s that would vest on an accelerated basis or continue to vest are valued using the applicable closing market price on
December 31, 2013
. On
December 31, 2013
, the closing market price for our Class A shares was
$45.48
per share and for our Class C shares was
$42.16
per share (as adjusted for the
Dividend
).
|
•
|
The amounts for Messrs. Bracken and Karsten assume they receive a lump sum payment in cash of salary and benefits instead of six months’ notice of termination under their employment agreements. Also, to the extent compensation to these executive officers is paid in British pounds or euros, it has been converted to
U.S.
dollars based upon the average exchange rate in effect during
2013
.
|
•
|
Under the
2012 PSU
s, the effect of termination of employment or a change-in-control varies depending on whether it occurs during the performance period or during the service period. Because no termination of employment or change-in-control occurred on
December 31, 2013
, the last day of the performance period, the information in the tables assumes that the event triggering potential accelerated vesting of the
2012 PSU
s occurred during the service period and the benefits were calculated based on the participant’s actual earned
2012 PSU
s, which were converted to time-vested
RSU
s.
|
•
|
Under the
2013 Challenge Awards
, none of the performance-based
SAR
s would vest if termination for any reason occurred on or before
December 31, 2013
. Because no termination of employment or change-in-control occurred on
December 31, 2013
, the information in the tables assumes that the event triggering potential accelerated vesting of the performance-based awards occurred during the remainder of the performance period. Also, because the
2013 Challenge Awards
provide that if the compensation committee does not exercise its discretion to reduce a 2013 Challenge Award, the grantee is assumed to have met the minimum performance levels and the benefits were calculated on that basis.
|
Name
|
|
By Company
Without Cause |
|
Death/Disability
|
|||||
Michael T. Fries
|
|
|
|
|
|||||
Options/SARs Accelerated
|
|
$
|
670,434
|
|
|
$
|
10,869,781
|
|
|
2012 PSUs
|
|
—
|
|
|
6,317,597
|
|
(1)
|
||
2013 PSUs
|
|
—
|
|
|
3,416,006
|
|
|
||
2013 Challenge Award
|
|
—
|
|
|
36,842,750
|
|
|
||
Total
|
|
$
|
670,434
|
|
|
$
|
57,446,134
|
|
|
|
|
|
|
|
|||||
Charles H.R. Bracken
|
|
|
|
|
|||||
Options/SARs Accelerated
|
|
$
|
293,311
|
|
|
$
|
4,755,088
|
|
|
2012 PSUs
|
|
—
|
|
|
2,763,796
|
|
(1)
|
||
2013 PSUs
|
|
—
|
|
|
1,494,568
|
|
|
||
2013 Challenge Award
|
|
—
|
|
|
6,472,375
|
|
|
||
Salary
|
|
365,463
|
|
|
—
|
|
|
||
Severance Payment
|
|
365,463
|
|
|
—
|
|
|
||
Continued Vesting of Awards
|
|
1,466,517
|
|
|
—
|
|
|
||
Benefits (2)
|
|
49,536
|
|
|
—
|
|
|
||
Total
|
|
$
|
2,540,290
|
|
|
$
|
15,485,827
|
|
|
|
|
|
|
|
|||||
Bernard G. Dvorak
|
|
|
|
|
|||||
Options/SARs Accelerated
|
|
$
|
293,311
|
|
|
$
|
4,755,088
|
|
|
2012 PSUs
|
|
—
|
|
|
2,763,796
|
|
(1)
|
||
2013 PSUs
|
|
—
|
|
|
1,494,568
|
|
|
||
2013 Challenge Award
|
|
—
|
|
|
6,472,375
|
|
|
||
Total
|
|
$
|
293,311
|
|
|
$
|
15,485,827
|
|
|
|
|
|
|
|
|||||
Diederik Karsten
|
|
|
|
|
|||||
Options/SARs Accelerated
|
|
$
|
199,772
|
|
|
$
|
4,193,916
|
|
|
2012 PSUs
|
|
—
|
|
|
2,763,796
|
|
(1)
|
||
2013 PSUs
|
|
—
|
|
|
1,494,568
|
|
|
||
2013 Challenge Award
|
|
—
|
|
|
6,472,375
|
|
|
||
Salary
|
|
386,550
|
|
|
—
|
|
|
||
Continued Vesting of Awards
|
|
998,885
|
|
|
—
|
|
|
||
Benefits (2)
|
|
91,983
|
|
|
—
|
|
|
||
Total
|
|
$
|
1,677,190
|
|
|
$
|
14,924,655
|
|
|
|
|
|
|
|
|||||
Balan Nair
|
|
|
|
|
|||||
Options/SARs Accelerated
|
|
$
|
210,192
|
|
|
$
|
4,256,373
|
|
|
2012 PSUs
|
|
—
|
|
|
2,763,796
|
|
(1)
|
||
2013 PSUs
|
|
—
|
|
|
1,494,568
|
|
|
||
2013 Challenge Award
|
|
—
|
|
|
6,472,375
|
|
|
||
Total
|
|
$
|
210,192
|
|
|
$
|
14,987,112
|
|
|
(1)
|
Although the earned
2012 PSU
s are deemed vested, they are not payable until the originally scheduled vesting dates under the grant agreements, as amended.
|
(2)
|
For Mr. Bracken and Mr. Karsten, represents the cost to maintain their employee benefits during their six-month notice period.
|
1.
|
A person or entity, subject to specified exceptions, acquires beneficial ownership of at least
20%
of the combined voting power of our outstanding securities ordinarily having the right to vote in the election of directors in a transaction that has not been approved by the board of directors. We refer to this change-in-control event as an “Unapproved Control Purchase”.
|
2.
|
During any two-year period, persons comprising the board of directors at the beginning of the period cease to be a majority of the board, unless the new directors were nominated or appointed by two-thirds of the continuing original directors. We refer to this change-in-control event as a “Board Change”.
|
3.
|
The board of directors approves certain transactions such as (a) a merger, consolidation or binding share exchange that results in the shareholders of our company prior to the transaction owning less than a majority of the combined voting power of our capital stock after the transaction or in which our ordinary shares are converted into cash, securities or other property, subject to certain exceptions, (b) a plan of liquidation of our company, or (c) a sale of substantially all the assets of our company. We refer to this change-in-control event as a “Reorganization”.
|
|
|
Unapproved Control
Purchase /Board Change –Plan Benefits Continued |
|
Reorganization–Plan
Benefits Continued |
|
Change in Control – Plan
Benefits Not Continued |
|||||||||||
Name
|
|
Employment
Terminated |
|
Employment
Continues |
|
Employment
Terminated |
|
Employment
Continues |
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Michael T. Fries
|
|
|
|
|
|
|
|
|
|
||||||||
Options/SARs Accelerated
|
|
$
|
10,869,781
|
|
|
$
|
10,869,781
|
|
|
|
$
|
10,869,781
|
|
|
$
|
10,869,781
|
|
2012 PSUs
|
|
6,317,597
|
|
|
—
|
|
(1)
|
|
6,317,597
|
|
|
6,317,597
|
|
||||
2013 PSUs
|
|
6,832,012
|
|
|
—
|
|
(2)
|
|
6,832,012
|
|
|
6,832,012
|
|
||||
2013 Challenge Awards
|
|
36,842,750
|
|
|
—
|
|
|
|
36,842,750
|
|
|
36,842,750
|
|
||||
Total
|
|
$
|
60,862,140
|
|
|
$
|
10,869,781
|
|
|
|
$
|
60,862,140
|
|
|
$
|
60,862,140
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Charles H.R. Bracken
|
|
|
|
|
|
|
|
|
|
||||||||
Options/SARs Accelerated
|
|
$
|
4,755,088
|
|
|
$
|
4,755,088
|
|
|
|
$
|
4,755,088
|
|
|
$
|
4,755,088
|
|
2012 PSUs
|
|
2,763,796
|
|
|
—
|
|
(1)
|
|
2,763,796
|
|
|
2,763,796
|
|
||||
2013 PSUs
|
|
2,989,136
|
|
|
—
|
|
(2)
|
|
2,989,136
|
|
|
2,989,136
|
|
||||
2013 Challenge Awards
|
|
6,472,375
|
|
|
—
|
|
|
|
6,472,375
|
|
|
6,472,375
|
|
||||
Salary
|
|
365,463
|
|
|
—
|
|
|
|
365,463
|
|
|
—
|
|
||||
Severance Payment
|
|
365,463
|
|
|
—
|
|
|
|
365,463
|
|
|
—
|
|
||||
Benefits (3)
|
|
49,536
|
|
|
—
|
|
|
|
49,536
|
|
|
—
|
|
||||
Total
|
|
$
|
17,760,857
|
|
|
$
|
4,755,088
|
|
|
|
$
|
17,760,857
|
|
|
$
|
16,980,395
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Bernard G. Dvorak
|
|
|
|
|
|
|
|
|
|
||||||||
Options/SARs Accelerated
|
|
$
|
4,755,088
|
|
|
$
|
4,755,088
|
|
|
|
$
|
4,755,088
|
|
|
$
|
4,755,088
|
|
2012 PSUs
|
|
2,763,796
|
|
|
—
|
|
(1)
|
|
2,763,796
|
|
|
2,763,796
|
|
||||
2013 PSUs
|
|
2,989,136
|
|
|
—
|
|
(2)
|
|
2,989,136
|
|
|
2,989,136
|
|
||||
2013 Challenge Awards
|
|
6,472,375
|
|
|
—
|
|
|
|
6,472,375
|
|
|
6,472,375
|
|
||||
Total
|
|
$
|
16,980,395
|
|
|
$
|
4,755,088
|
|
|
|
$
|
16,980,395
|
|
|
$
|
16,980,395
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diederik Karsten
|
|
|
|
|
|
|
|
|
|
||||||||
Options/SARs Accelerated
|
|
$
|
4,193,916
|
|
|
$
|
4,193,916
|
|
|
|
$
|
4,193,916
|
|
|
$
|
4,193,916
|
|
2012 PSUs
|
|
2,763,796
|
|
|
—
|
|
(1)
|
|
2,763,796
|
|
|
2,763,796
|
|
||||
2013 PSUs
|
|
2,989,136
|
|
|
—
|
|
(2)
|
|
2,989,136
|
|
|
2,989,136
|
|
||||
2013 Challenge Awards
|
|
6,472,375
|
|
|
—
|
|
|
|
6,472,375
|
|
|
6,472,375
|
|
||||
Salary
|
|
386,550
|
|
|
—
|
|
|
|
386,550
|
|
|
—
|
|
||||
Benefits (3)
|
|
91,983
|
|
|
—
|
|
|
|
91,983
|
|
|
—
|
|
||||
Total
|
|
$
|
16,897,756
|
|
|
$
|
4,193,916
|
|
|
|
$
|
16,897,756
|
|
|
$
|
16,419,223
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balan Nair
|
|
|
|
|
|
|
|
|
|
||||||||
Options/SARs Accelerated
|
|
$
|
4,256,373
|
|
|
$
|
4,256,373
|
|
|
|
$
|
4,256,373
|
|
|
$
|
4,256,373
|
|
2012 PSUs
|
|
2,763,796
|
|
|
—
|
|
(1)
|
|
2,763,796
|
|
|
2,763,796
|
|
||||
2013 PSUs
|
|
2,989,136
|
|
|
—
|
|
(2)
|
|
2,989,136
|
|
|
2,989,136
|
|
||||
2013 Challenge Awards
|
|
6,472,375
|
|
|
—
|
|
|
|
6,472,375
|
|
|
6,472,375
|
|
||||
Total
|
|
$
|
16,481,680
|
|
|
$
|
4,256,373
|
|
|
|
$
|
16,481,680
|
|
|
$
|
16,481,680
|
|
(1)
|
Although the earned
2012 PSU
s are deemed to be vested, they are not payable until the vesting dates under the grant agreements, as amended.
|
(2)
|
Although the target
2013 PSU
s are deemed to be earned, they remain subject to the service and vesting requirements of the grant agreements.
|
(3)
|
For Messrs. Bracken and Karsten, represents the estimated cost to maintain their employee benefits during their six-month notice period.
|
Name (1)
|
|
Fees Earned or Paid in Cash ($)
|
|
Stock Awards ($)(2)(3)
|
|
Option Awards
($)(2)(3)
|
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)
|
|
All Other Compensation ($)
|
|
Total ($)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
John C. Malone
|
|
—
|
|
(5)
|
|
—
|
|
|
|
|
—
|
|
|
177,391
|
|
(6)
|
|
1,177,843
|
|
(5)
|
Class A
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class C
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Aggregated
|
|
|
|
|
|
|
1,000,452
|
|
|
|
|
|
|
|
|
|||||
Andrew Cole (7)
|
|
27,196
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
248,582
|
|
|
Class A
|
|
8,949
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
24,949
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
|||||
John P. Cole, Jr.
|
|
27,768
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
305,721
|
|
|
Class A
|
|
24,017
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
66,448
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
|||||
Miranda Curtis
|
|
125,766
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
313,254
|
|
|
Class A
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
|||||
John W. Dick
|
|
26,480
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
316,254
|
|
|
Class A
|
|
27,176
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
75,110
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
|||||
Paul A. Gould
|
|
102,847
|
|
(9)
|
|
—
|
|
|
|
|
4,549
|
|
|
—
|
|
|
|
339,020
|
|
(9)(10)
|
Class A
|
|
11,815
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
32,321
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
|||||
Richard R. Green
|
|
12,268
|
|
|
|
—
|
|
|
|
|
8
|
|
|
19,595
|
|
(11)
|
|
309,824
|
|
|
Class A
|
|
24,017
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
66,448
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
|||||
David E. Rapley
|
|
114,234
|
|
(12)
|
|
—
|
|
|
|
|
10,373
|
|
|
12,041
|
|
(13)
|
|
324,136
|
|
(12)
|
Class A
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
|||||
Larry E. Romrell
|
|
110,234
|
|
|
|
—
|
|
|
|
|
—
|
|
|
13,381
|
|
(14)
|
|
311,103
|
|
|
Class A
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
|||||
J.C. Sparkman
|
|
130,975
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
318,463
|
|
|
Class A
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class C
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
|||||
J. David Wargo
|
|
30,018
|
|
(15)
|
|
—
|
|
|
|
|
4,777
|
|
|
—
|
|
|
|
312,748
|
|
(15)(16)
|
Class A
|
|
24,017
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Class C
|
|
66,448
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Aggregated
|
|
|
|
|
|
|
187,488
|
|
|
|
|
|
|
|
|
(1)
|
Mr. Fries, our
CEO
and president, is not included in this table because he is a named executive officer of
Liberty Global
and does not receive any additional compensation as an executive director. For information on Mr. Fries’ compensation, please see
—Summary Compensation
above.
|
(2)
|
The dollar amounts in the table reflect the aggregate grant date fair value of the option awards related to Class A shares and Class C shares at the time of grant in accordance with
FASB ASC 718
.
|
(3)
|
At
December 31, 2013
, the directors had the following awards outstanding:
|
Name
|
|
Class
|
|
Options (#)
|
|
|
|
|
|
J. Malone
|
|
Class A
|
|
91,762
|
|
|
Class C
|
|
284,954
|
A. Cole
|
|
Class A
|
|
20,904
|
|
|
Class C
|
|
55,070
|
J. Cole
|
|
Class A
|
|
53,709
|
|
|
Class C
|
|
162,061
|
M. Curtis
|
|
Class A
|
|
10,115
|
|
|
Class C
|
|
31,275
|
J. Dick
|
|
Class A
|
|
71,265
|
|
|
Class C
|
|
191,725
|
P. Gould
|
|
Class A
|
|
49,295
|
|
|
Class C
|
|
148,819
|
R. Green
|
|
Class A
|
|
30,115
|
|
|
Class C
|
|
91,275
|
D. Rapley
|
|
Class A
|
|
11,573
|
|
|
Class C
|
|
35,653
|
L. Romrell
|
|
Class A
|
|
7,440
|
|
|
Class C
|
|
23,226
|
J.C. Sparkman
|
|
Class A
|
|
33,709
|
|
|
Class C
|
|
102,061
|
D. Wargo
|
|
Class A
|
|
61,901
|
|
|
Class C
|
|
186,637
|
(4)
|
The dollar amounts shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflect the above-market value of accrued interest, which is the portion of the accrued interest equal to the amount that exceeds
120%
of the applicable federal long-term rate (with compounding) at the time the rate was set, on compensation previously deferred by such director under our Director Deferred Compensation Plan.
|
(5)
|
Mr. Malone serves without cash compensation. On May 1, 2013, our compensation committee granted Mr. Malone option awards for his services as chairman of the board and a non-executive director, which options vest in three equal annual installments, commencing May 1, 2014.
|
(6)
|
Includes our aggregate incremental cost attributable to such director’s family accompanying him on a business trip to and from London, England for the July board meeting with personal stops (
$19,330
). Also includes the cost for ground transportation, food and tours for his spouse while in London for the meeting and reimbursement for professional fees incurred for tax planning related to the ownership of our shares (
$157,069
).
|
(7)
|
Reflects compensation since Mr. A. Cole’s appointment to our board of directors in June 2013.
|
(8)
|
This is the dollar amount of fees paid in our Class A shares and Class C shares at the election of the director.
|
(9)
|
Amount includes
$72,348
of Mr. Gould’s fees, the payment of which Mr. Gould elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of
9%
per annum compounded daily until paid in full to him.
|
(10)
|
Such amount includes the value of
314
Class A shares and
940
Class C shares, the issuance of which Mr. Gould elected to defer pursuant to the Director Deferred Compensation Plan.
|
(11)
|
Includes our cost for a commercial airline ticket for such director’s spouse’s flight to and from London, England (
$17,974
) for the July 2013 board meeting, the cost of ground transportation, food and tours for his spouse while in London for the meeting and gifts from us valued at approximately
$313
.
|
(12)
|
Amount includes
$101,484
of Mr. Rapley’s fees, the payment of which Mr. Rapley elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of
9%
per annum compounded daily until aid in full to him.
|
(13)
|
Includes our cost for a commercial airline ticket for such director’s spouse’s flight to London, England and our aggregate incremental cost attributable to such director’s spouse accompanying him on the corporate jet from London, England for the July 2013 board meeting. Also includes the cost for ground transportation, food and tours for his companion while in London for the meeting and gifts from us valued at approximately
$313
. Includes the aggregate incremental cost attributable to such director’s spouse accompanying him on the corporate jet for a board meeting in Calgary, Canada and from Las Vegas, Nevada for a telecommunications conference.
|
(14)
|
Includes our cost for a commercial airline ticket for such director’s spouse’s flight to London, England (
$11,326
) and our aggregate incremental cost attributable to such director’s spouse accompanying him on the corporate jet from London, England, for the July 2013 board meeting, plus the cost of ground transportation, food and tours for his spouse while in London for the board meeting. In addition, it includes gifts from us valued at approximately
$313
.
|
(15)
|
Amount includes
$1,019
of Mr. Wargo’s fees, the payment of which such director elected to defer pursuant to the Director Deferred Compensation Plan. Such deferred amount accrues interest at the rate of
9%
per annum compounded daily until paid in full to him.
|
(16)
|
Such amount includes the value of
592
Class A shares and
1,774
Class C shares, the issuance of which Mr. Wargo elected to defer pursuant to the Director Deferred Compensation Plan.
|
5.
|
To approve the directors’ compensation policy contained in Appendix A of
Liberty Global
’s proxy statement for the
2014 annual general meeting of shareholders
(in accordance with requirements applicable to
U.K.
companies) to be effective as of the date of the 2014 annual general meeting of shareholders.
|
6.
|
To approve, on an advisory basis, the compensation of the named executive officers, as disclosed in
Liberty Global
’s proxy statement for the 2014 annual general meeting of shareholders pursuant to the compensation disclosure rules of the
SEC
, including the Compensation Discussion and Analysis section, the Summary Compensation Table and other related tables and disclosure.
|
7.
|
The option of once every one year, two years, or three years that receives a majority of the affirmative votes cast for this resolution will be determined to be the frequency for the advisory vote on the compensation of the named executive officers as disclosed pursuant to the
SEC
’s compensation disclosure rules.
|
8.
|
To approve, on an advisory basis, the annual report on the implementation of the directors’ compensation policy for the year ended
December 31, 2013
, contained in Appendix A of this proxy statement (in accordance with requirements applicable to
U.K.
companies).
|
9.
|
To ratify the appointment of KPMG LLP (U.S.) as
Liberty Global
’s independent auditor for the year ending December 31, 2014.
|
10.
|
To appoint KPMG LLP (U.K.) as
Liberty Global
’s
U.K.
statutory auditor under the U.K. Companies Act 2006 (to hold office until the conclusion of the next annual general meeting at which accounts are laid before
Liberty Global
).
|
11.
|
To authorize the audit committee of
Liberty Global
’s board of directors to determine the
U.K.
statutory auditor’s compensation.
|
|
|
Year ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
in thousands
|
||||||
|
|
|
|
|
||||
Audit fees (1)
|
|
$
|
16,535
|
|
|
$
|
12,530
|
|
Audit related fees (2)
|
|
351
|
|
|
153
|
|
||
Audit and audit related fees
|
|
16,886
|
|
|
12,683
|
|
||
Tax fees (3)
|
|
236
|
|
|
232
|
|
||
All other services (4)
|
|
190
|
|
|
—
|
|
||
Total fees
|
|
$
|
17,312
|
|
|
$
|
12,915
|
|
(1)
|
Audit fees include fees for the audit and quarterly reviews of our
2013
and
2012
consolidated financial statements, audit of internal controls over financial reporting, statutory audits, audits required by covenants and fees billed in the respective periods for professional consultations with respect to accounting issues, offering memoranda, registration statement filings and issuance of consents, attest services required by statute or regulation and similar matters.
|
(2)
|
Audit related fees include fees billed in the respective periods, primarily related to accounting consultation services associated with the application of International Financial Reporting Standards to subsidiary financial statements.
|
(3)
|
Tax fees include fees billed in the respective periods for tax compliance and consultations regarding the tax implications of certain transactions.
|
(4)
|
All other services include fees billed in the respective periods for observations and recommendations related to our operations in Chile and Hungary.
|
•
|
audit services as specified in the policy, including (a) financial statement audits for us required by statute or regulatory authority, excluding the audit of our annual financial statements, (b) financial statement audits of our subsidiaries required by statute or regulatory authority, (c) services associated with registration statements, periodic reports and other documents filed with the
SEC
, such as consents, comfort letters and responses to comment letters, (d) attestations required by statute or regulatory authority and (e) consultations with management as to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory and standard setting bodies (when such consultations are considered “audit services” under the
SEC
rules promulgated pursuant to the
Exchange Act
);
|
•
|
audit-related services as specified in the policy, including (a) due diligence services relating to potential business acquisitions and dispositions, (b) financial statement audits of employee benefit plans, (c) consultations with management with respect to the accounting or disclosure treatment of transactions or events and the actual or potential impact of final or proposed rules of applicable regulatory and standard setting bodies (when such consultations are considered “audit-related services” and not “audit services” under the
SEC
rules promulgated pursuant to the
Exchange Act
), (d) attestation services not required by statute or regulation, (e) closing balance sheet audits pertaining to dispositions, (f) assistance with implementation of the requirements of
SEC
, International Accounting Standards Board or Public Company Accounting Oversight Board rules or listing standards promulgated pursuant to the
Sarbanes-Oxley Act
, (g) services associated with offering memoranda and other documents filed with or required by applicable regulators, such as consents, comfort letters and responses to comment letters, (h) internal control reviews and
|
•
|
tax services as specified in the policy, including (a) planning, advice and compliance services in connection with the preparation and filing of
U.S.
federal, state, local or international taxes, (b) review or preparation of
U.S.
federal, state, local and international income, franchise and other tax returns, (c) assistance with tax audits and appeals before the
IRS
or similar local and foreign agencies, (d) tax advice regarding statutory, regulatory or administrative developments, (e) expatriate tax assistance and compliance, (f) mergers and acquisitions tax due diligence assistance and (g) tax advice and assistance regarding structuring of mergers and acquisitions; and
|
•
|
non-audit services as specified in the policy, currently limited to assistance with environmental and sustainability reporting (all of the foregoing, being referred to as Pre-Approved Services).
|
•
|
the directors’ remuneration policy, which we refer to as the directors’ compensation policy, which begins on page A-3; and
|
•
|
the annual compensation report on the implementation of the directors’ compensation policy, which begins on page A-20.
|
1.
|
increased his salary from $1.0 million to
$1.5 million
;
|
2.
|
increased his 2013 target annual cash bonus from $4.0 million to
$5.0 million
; and
|
3.
|
a one-time multi-year equity award of performance-based
SAR
s in addition to our standard multi-year awards.
|
Element
|
Purpose and Link to Strategy
|
Operation
|
Maximum Opportunity
|
Performance Metrics and Recovery of Sums
|
Salary
|
Designed to attract and retain high-caliber talent and represents the least variable element of an executive director’s compensation. It is provided as an economic consideration of the executive director’s level of responsibility, expertise, skills, knowledge, experience and value to our company.
|
Salaries are reviewed annually with any change generally effective from April 1.
|
Salary adjustments will generally be in line with adjustments made to the salaries of other members of senior management. The compensation committee does not specify a maximum salary due to unintended consequences, such as setting undue expectations.
Any change to salary is based upon responsibilities, experience, tenure with our company and individual performance, market conditions, contractual terms (if any), changes in compensation for other members of senior management, changes in size, value or complexity of our company, benchmarking analysis, and external advice from consultants based upon any of the foregoing. The current annual salary for our executive director is $2.0 million, which may be increased (but not decreased) as described above. Salary may be deferred into future period(s) at the election of an executive director as described under “Employer Matching and Savings Plans” below. |
Reviewed annually taking into account the factors listed in Maximum Opportunity.
No recovery provisions apply to salary.
|
Element
|
Purpose and Link to Strategy
|
Operation
|
Maximum Opportunity
|
Performance Metrics and Recovery of Sums
|
Employer Matching and Savings Plans
|
Designed to attract and retain high-caliber talent and to provide opportunities for long-term savings.
|
We do not presently have a pension or other defined benefit plan for an executive director or any other employee based in the U.S. Accordingly, we provide a deferred compensation plan pursuant to which an executive director (along with other senior management) has the option to defer up to 90% of his annual salary and up to 100% of his annual bonus (also available to other members of senior management). The compensation committee may expand this plan in the future to provide for deferral of equity awards.
An executive director may elect distribution of deferred compensation in a lump sum or up to three installments on date(s) selected by him (which can be one year later or longer), or lump sum on a change in control of our company as defined in the plan. The election to defer salary must be made in the year prior to the year in which the deferral applies and deferral of the annual bonus must be made at least six months before the end of the applicable year.
Like all U.S. employees of our company, contributions to the 401(k) Plan are eligible for company matching contributions in our ordinary shares as recommended by the 401(k) Plan committee and approved by the board.
Our company operates different pension schemes in the jurisdictions in which it operates. Alternate schemes may be offered in the future if an executive director resides outside the U.S. If an executive director joins the board, our company may provide an executive director with pension benefits customary for its senior management in the executive director's home country.
|
The annual interest rate earned with respect to deferred cash compensation is currently 9%, compounded daily. The annual interest rate may be increased or decreased in future years at the discretion of the compensation committee; provided that any decrease will only apply to deferral elections that become irrevocable after the new rate is set.
For the 401(k) Plan, company match contributions are limited to the lesser of 10% of cash compensation or the applicable U.S. federal limit (adjusted annually for inflation as stated in U.S. regulations); for 2014 the U.S. federal limit is $17,500. The board may modify the company match at any time based on standard practices in the U.S.
|
Not applicable.
No recovery provisions apply to deferred compensation or contributions to the 401(k) Plan.
|
Element
|
Purpose and Link to Strategy
|
Operation
|
Maximum Opportunity
|
Performance Metrics and Recovery of Sums
|
Additional Compensation Opportunity
|
Designed to attract and retain high-caliber talent.
|
When the need arises, the compensation committee may approve other bonuses. This could include a signing bonus (relating to the execution of an agreement not previously in effect), a retention bonus or a promotion bonus.
|
Any type or amount of bonus will be at the discretion of the compensation committee and may be delivered in the form of equity or cash. Any such bonus will be subject to our incentive plan limits.
|
Any award may or may not be subject to a performance condition and normally would not be expected to be subject to any recovery provisions.
|
(1)
|
In addition to the equity incentive awards described in the above policy table, our compensation committee approved an additional challenge equity award in 2013 to our executive director consisting of
PSAR
s. This award was granted in light of significant changes in our company as a result of the
Virgin Media Acquisition
. With such acquisition, our company grew substantially in size and complexity, with revenue increasing from approximately
$10.0 billion
to over
$17.0 billion
and customers increasing from
19.8 million
to
24.5 million
. We also established aggressive synergy and long-range plan targets for our company to maximize future performance, and we are asking our executive director, as well as our other executive officers, to achieve this aggressive performance plan. Similar performance-based challenge awards were granted to other members of our senior management. Our executive director may earn 0% to 100% of his
PSAR
s.
|
(2)
|
In accordance with the
Companies Act
, the compensation committee (with respect to our executive directors) and the board (with respect to our non-executive directors) retain discretion in the operation and administration of the compensation payable to our directors, including the award or vesting of any annual bonus, grant of multi-year equity awards and deferral of compensation. Any discretion with respect to annual bonuses or equity awards (whether outstanding or to be granted) will be operated in accordance with the terms of their respective plans and agreements and subject to any limitations provided in the listing rules applicable to our company. With respect to our incentive plans, our performance-based equity awards, our annual cash performance awards and deferred compensation plans, matters subject to discretion include, among other things:
|
•
|
Selection of participants;
|
•
|
Type of awards (e.g. options,
SAR
s,
RSU
s and restricted shares);
|
•
|
Selection of performance metrics (whether financial, non-financial or individual);
|
•
|
Allocation of weightings between selected performance metrics;
|
•
|
Allocation of weightings between types of awards;
|
•
|
Timing of grants of awards;
|
•
|
Size of awards, including whether to provide for target, minimum or maximum amounts;
|
•
|
Treatment of terminated directors;
|
•
|
Length of performance and service periods;
|
•
|
Vesting schedules;
|
•
|
Treatment of awards on a change in control;
|
•
|
Interest rates;
|
•
|
Interpretation or construction of plan and agreement provisions;
|
•
|
Establishment, amendment and rescission of such rules and regulations as it deems necessary or advisable;
|
•
|
Exercise price or base price;
|
•
|
Termination, suspension, discontinuation, modification or amendment of any plan or agreement;
|
•
|
Level of achievement against stated performance metrics (i.e., earned percentage); and
|
•
|
Forfeiture and recoupment policy.
|
(3)
|
For time-vested awards, no performance measures apply as the awards are only subject to continued service as an executive director. The multi-year vesting period (currently four years) for these awards is believed to be appropriate in order to have an executive director retain a long-term interest in our company. The value of the awards will move with our share prices, which provides incentive to deliver on our company’s long-term strategic objectives and is in line with our shareholders’ interests.
|
Element
|
Purpose and Link to Strategy
|
Operation
|
Maximum Opportunity
|
Performance Metrics and Recovery of Sums
|
Fees
|
Designed to attract and retain high-caliber talent by offering market competitive fees.
|
Fees are paid quarterly in arrears and may be paid in cash or shares at each non-executive director’s election. An additional fee is payable to chairs of committees and for attendance at board or committee meetings.
The chairman of the board does not receive any cash fee; however, the board has determined to grant the chairman options annually for his services, as described under equity incentive awards below, and establish an expense reimbursement arrangement, as described under “Benefits” below.
|
The fees are reviewed annually by the N&CGC and any changes are approved by the board. During the review, fees may be adjusted based on various factors, including time commitment of the role and market levels in companies of comparable size and complexity. Newly appointed non-executive directors are paid fees at the same rate as existing non-executive directors (pro rata for first year).
Currently the annual fee payable to our non-executive directors is $100,000, plus for each board or committee meeting: $1,500 for each in-person meeting attended and $750 for each telephonic meeting attended. Also, each non-executive director who serves as a chair of the audit committee, the compensation committee or the N&CGC receives an annual fee of $25,000, $25,000 and $10,000, respectively.
Our non-executive directors may elect to have their quarterly fee installments paid in Class A and Class C ordinary shares instead of in cash. The number of shares issued is based on the fair market value on the last trading day of the quarter for which the election is made. Any fractional share is paid in cash.
Up to 85% of fees may be deferred into future periods or from prior periods, at the election of the non-executive director and pursuant to the director deferred compensation plan.
|
Not applicable.
No recovery provisions apply to fees.
|
Element
|
Purpose and Link to Strategy
|
Operation
|
Maximum Opportunity
|
Performance Metrics and Recovery of Sums
|
Benefits
|
Designed to attract and retain high-caliber talent.
|
Personal use of corporate aircraft and payments for spouse/significant other attending certain board functions, gifts (grossed up for U.S. tax), travel companion of any non-executive director who is unable to travel alone due to physical disability, training, professional organization memberships, attendance at conferences and seminars, charitable contributions made by our company at a non-executive director’s request, directors’ and officers’ insurance and indemnification (as provided in our articles of association and deeds of indemnity as described below). In addition, at a non-executive director’s election, we will make available health insurance under our health insurance policies.
Expenses incurred by non-executive directors in performing their duties for our company are reimbursable in accordance with our business expense policy. For our chairman, we provide additional expense reimbursement of personal expenses incurred in relation to his ownership of our ordinary shares and his service as chairman. These include professional fees and other expenses incurred for estate or tax planning, regulatory filings and other services. |
Aggregate and individual maximums for benefits will depend on actual flight hours used under the aircraft policy, gifts received, attendance at board functions, cost of conferences and the total cost of negotiated insurance premiums.
Currently, the reimbursement of personal expenses incurred by our chairman may not exceed $300,000 per year; however, the board may consider increasing this limit in the future.
|
Not applicable.
No recovery provisions apply to benefits.
|
Element
|
Purpose and Link to Strategy
|
Operation
|
Maximum Opportunity
|
Performance Metrics and Recovery of Sums
|
Equity Incentive Awards
|
Designed to attract and retain high-caliber talent.
These awards ensure that our non-executive directors have a continuing stake in our company’s success, align their interests with our shareholders and also serve the goal of retention through vesting requirements and forfeiture provisions.
|
Annual grant of non-qualified share options (“options”) with, at each non-executive director’s election, an option to receive 50% as RSUs. The options vest in three equal installments over three years and have a seven-year term. RSUs vest after one year.
These awards are time-vested and only subject to continued service as a non-executive director.
The annual grant has historically been made at the time of our annual general meeting, except for the annual grant to our chairman which is generally made in early May.
|
A non-executive director may defer into future periods or from prior periods, any RSU award at the time of vesting, pursuant to the director deferred compensation plan.
Currently the annual long-term incentive grants to our non-executive directors are equal to a value of $187,500 for each non-executive director, except our chairman who receives an annual grant equal to a value of $1.0 million per year. During its annual review of director compensation, our N&CGC may adjust these grant amounts based on various factors, including the commitment of the role and market levels of companies of comparable size and complexity.
|
Not applicable.
No recovery provisions apply to equity incentive awards.
|
Savings Plans
|
Designed to attract and retain high-caliber talent.
|
We do not have a pension or other defined benefit plan for our non-executive directors. Non-executive directors may, however, defer up to 85% of their annual fees (cash or shares) and their annual equity grants to the extent payable in RSUs at the time of vesting.
The election to defer must be made in the year prior to the year in which the deferral applies. Payment of deferred compensation may be paid in a lump sum at termination, in installments or on a specified date.
|
The annual interest rate earned with respect to deferred cash compensation is 9%, compounded daily. The annual interest rate may be increased or decreased in future years at the discretion of the board; provided that any decreases will apply only to deferral elections that become irrevocable after the new rate is set. Deferred RSUs do not accrue interest and will be adjusted for splits, combinations, dividends or distributions.
|
Not applicable.
No recovery provisions apply to savings plans.
|
(1)
|
For time-vested awards, no performance measures apply and these awards are only subject to continued service on the board. The multi-year vesting period (currently three years, except for
RSU
s which is one year) without performance measures is believed to be appropriate in order to have our non-executive directors retain a long-term interest in our company and because the value of the awards will move with our share prices, which is in line with our shareholders’ interests.
|
(2)
|
Please see footnote 2 to our executive director compensation section of the policy table above regarding the board retaining discretion with respect to our non-executive directors’ compensation. As provided in such footnote 2, we are retaining discretion over our non-executive directors’ compensation in the event modifications are necessary to retain current, or appoint new, non-executive directors.
|
•
|
On fixed compensation, the full amount of salary and estimated cost of benefits has been included – no discount has been applied for the fact that an election is available to defer such compensation under our company’s deferred compensation plan. It also includes a cash signing bonus payable to our executive director in connection with the execution of the
Fries Agreement
in April 2014.
|
•
|
Fixed compensation also includes the intrinsic value of
SAR
s vesting in
2014
. The intrinsic value for all
SAR
s vesting in
2014
is calculated based on the spread between the base price of the applicable
SAR
and the closing market prices of our shares on March 31, 2014, as reported by
NASDAQ
;
|
•
|
PSU
s with a performance period ending December 31, 2014, are included in target and maximum and have been valued using the closing market prices of our shares on March 31, 2014, as reported by
NASDAQ
, and in all cases do not take into account any subsequent appreciation or depreciation in the share price;
|
•
|
The maximum value for
PSU
s includes the value for over achievement; and
|
•
|
The
Performance Grant Award
granted to our executive director pursuant to the
Fries Agreement
comprises share units subject to a three-year vesting schedule and performance criteria (determined in 2014) intended to satisfy the requirements of Section 162(m) of the Code. If the directors’ compensation policy is approved and if performance criteria are met, the share units vest over a three-year period. After 2014, the
Performance Grant Award
is a time-vested award and therefore we believe it is appropriate to treat the award as compensation received in the years the award vests similar to other time-vested awards (i.e., one-third in each of 2015, 2016 and 2017). Accordingly, the
Performance Grant Award
is not reflected in the bar chart above for compensation received in 2014, since it will not be received in 2014 for these purposes. If the performance criteria are not met, the
Performance Grant Award
lapses.
|
Director
|
|
Year
|
|
Fees and Salary ($)
|
|
Taxable Benefits ($)(1)
|
|
Annual Performance Awards
($)(2)
|
|
Long-Term Performance Awards
($)(3)
|
|
SAR/Option Awards
($)(4)
|
|
Pension
($)(5)
|
|
Total ($)
|
||||||||
Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Michael T. Fries
|
|
2013
|
|
1,365,385
|
|
|
|
834,899
|
|
|
3,960,000
|
|
|
6,204,619
|
|
|
5,616,000
|
|
|
—
|
|
|
17,980,903
|
|
|
|
2012
|
|
996,231
|
|
(6)
|
|
500,123
|
|
|
3,622,000
|
|
|
7,320,857
|
|
|
2,105,724
|
|
|
—
|
|
|
14,544,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Andrew J. Cole (7)
|
|
2013
|
|
61,094
|
|
(8)
|
|
313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,407
|
|
|
|
2012
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John P. Cole, Jr.
|
|
2013
|
|
118,233
|
|
(8)
|
|
313
|
|
|
—
|
|
|
—
|
|
|
258,348
|
|
|
—
|
|
|
376,894
|
|
|
|
2012
|
|
114,000
|
|
(8)
|
|
1,163
|
|
|
—
|
|
|
—
|
|
|
289,529
|
|
|
—
|
|
|
404,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Miranda Curtis
|
|
2013
|
|
125,766
|
|
(8)
|
|
3,353
|
|
|
—
|
|
|
—
|
|
|
325,258
|
|
|
—
|
|
|
454,377
|
|
|
|
2012
|
|
129,000
|
|
(8)
|
|
2,958
|
|
|
—
|
|
|
—
|
|
|
90,259
|
|
|
—
|
|
|
222,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John W. Dick
|
|
2013
|
|
128,766
|
|
(8)
|
|
5,533
|
|
|
—
|
|
|
—
|
|
|
325,258
|
|
|
—
|
|
|
459,557
|
|
|
|
2012
|
|
140,250
|
|
(8)
|
|
5,538
|
|
|
—
|
|
|
—
|
|
|
309,137
|
|
|
—
|
|
|
454,925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Paul A. Gould
|
|
2013
|
|
146,983
|
|
(8)(9)
|
|
10,847
|
|
|
—
|
|
|
—
|
|
|
145,896
|
|
|
—
|
|
|
303,726
|
|
|
|
2012
|
|
146,000
|
|
(8)(9)
|
|
8,407
|
|
|
—
|
|
|
—
|
|
|
133,584
|
|
|
—
|
|
|
287,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Richard R. Green
|
|
2013
|
|
102,733
|
|
(8)
|
|
19,613
|
|
|
—
|
|
|
—
|
|
|
212,806
|
|
|
—
|
|
|
335,152
|
|
|
|
2012
|
|
91,250
|
|
(8)(9)
|
|
1,094
|
|
|
—
|
|
|
—
|
|
|
262,393
|
|
|
—
|
|
|
354,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John C. Malone
|
|
2013
|
|
—
|
|
|
|
177,391
|
|
|
—
|
|
|
—
|
|
|
2,984,623
|
|
|
—
|
|
|
3,162,014
|
|
|
|
2012
|
|
—
|
|
|
|
42,156
|
|
|
—
|
|
|
—
|
|
|
493,500
|
|
|
—
|
|
|
535,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
David E. Rapley
|
|
2013
|
|
114,234
|
|
(9)
|
|
33,530
|
|
|
—
|
|
|
—
|
|
|
258,348
|
|
|
—
|
|
|
406,112
|
|
|
|
2012
|
|
102,000
|
|
(9)
|
|
23,479
|
|
|
—
|
|
|
—
|
|
|
289,529
|
|
|
—
|
|
|
415,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Larry E. Romrell
|
|
2013
|
|
110,234
|
|
|
|
13,381
|
|
|
—
|
|
|
—
|
|
|
258,348
|
|
|
—
|
|
|
381,963
|
|
|
|
2012
|
|
99,500
|
|
|
|
12,415
|
|
|
—
|
|
|
—
|
|
|
180,123
|
|
|
—
|
|
|
292,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
J.C. Sparkman
|
|
2013
|
|
130,975
|
|
|
|
6,816
|
|
|
—
|
|
|
—
|
|
|
258,348
|
|
|
—
|
|
|
396,139
|
|
|
|
2012
|
|
115,250
|
|
|
|
16,321
|
|
|
—
|
|
|
—
|
|
|
180,123
|
|
|
—
|
|
|
311,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
J. David Wargo
|
|
2013
|
|
120,483
|
|
(8)(9)
|
|
9,654
|
|
|
—
|
|
|
—
|
|
|
145,896
|
|
|
—
|
|
|
276,033
|
|
|
|
2012
|
|
116,250
|
|
(8)(9)
|
|
20,079
|
|
|
—
|
|
|
—
|
|
|
242,990
|
|
|
—
|
|
|
379,319
|
|
(1)
|
Taxable benefits provided to our executive director include the following:
|
Executive Director
|
|
Year
|
|
Group Term Life Insurance ($)
|
|
Interest on Deferred Compensation ($)
|
|
Use of Company Plane ($)
|
|
Executive Health Plan ($)
|
|
Professional Memberships ($)
|
|
Gifts & Tax Gross-up ($)
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Fries
|
|
2013
|
|
1,656
|
|
431,653
|
|
376,690
|
|
—
|
|
|
22,850
|
|
2,050
|
|
834,899
|
|
|
2012
|
|
1,656
|
|
249,365
|
|
222,819
|
|
3,860
|
|
|
22,360
|
|
63
|
|
500,123
|
Non-Executive Director
|
|
Year
|
|
Interest on Deferred Compensation
($)
|
|
Entertainment & Travel Expenses
($)(a)
|
|
Use of Company Plane ($)
|
|
U.K. Group Health Insurance ($)
|
|
Gifts & Tax Gross-up ($)
|
|
Total ($)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Andrew J. Cole
|
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
313
|
|
|
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
John P. Cole, Jr.
|
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
313
|
|
|
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,163
|
|
|
1,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Miranda Curtis
|
|
2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,040
|
|
|
313
|
|
|
3,353
|
|
|
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,930
|
|
|
1,028
|
|
|
2,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
John W. Dick
|
|
2013
|
|
—
|
|
|
1,912
|
|
|
—
|
|
|
3,308
|
|
|
313
|
|
|
5,533
|
|
|
|
2012
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,371
|
|
|
1,167
|
|
|
5,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Paul A. Gould
|
|
2013
|
|
9,326
|
|
|
1,208
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
10,847
|
|
|
|
2012
|
|
5,886
|
|
|
1,108
|
|
|
—
|
|
|
—
|
|
|
1,413
|
|
|
8,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Richard R. Green
|
|
2013
|
|
18
|
|
|
19,282
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
19,613
|
|
|
|
2012
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,084
|
|
|
1,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
John C. Malone
|
|
2013
|
|
—
|
|
|
157,748
|
|
|
19,330
|
|
|
—
|
|
|
313
|
|
|
177,391
|
|
|
|
2012
|
|
—
|
|
|
1,201
|
|
|
39,871
|
|
|
—
|
|
|
1,084
|
|
|
42,156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
David E. Rapley
|
|
2013
|
|
21,489
|
|
|
11,590
|
|
|
138
|
|
|
—
|
|
|
313
|
|
|
33,530
|
|
|
|
2012
|
|
11,647
|
|
|
10,409
|
|
|
339
|
|
|
—
|
|
|
1,084
|
|
|
23,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Larry E. Romrell
|
|
2013
|
|
—
|
|
|
12,890
|
|
|
178
|
|
|
—
|
|
|
313
|
|
|
13,381
|
|
|
|
2012
|
|
—
|
|
|
11,152
|
|
|
—
|
|
|
—
|
|
|
1,263
|
|
|
12,415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
J.C. Sparkman
|
|
2013
|
|
—
|
|
|
—
|
|
|
6,816
|
|
|
—
|
|
|
—
|
|
|
6,816
|
|
|
|
2012
|
|
—
|
|
|
—
|
|
|
15,237
|
|
|
—
|
|
|
1,084
|
|
|
16,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
J. David Wargo
|
|
2013
|
|
9,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
9,654
|
|
|
|
2012
|
|
8,429
|
|
|
10,458
|
|
|
—
|
|
|
—
|
|
|
1,192
|
|
|
20,079
|
|
(a)
|
These expenses include travel and entertainment costs for spouses joining members of our board for board meetings. In the case of Mr. Malone, also includes reimbursement for professional fees incurred for tax planning related to ownership of our shares (
$157,069
).
|
(2)
|
The amount reflects the annual cash performance awards earned by Mr. Fries under the
2005 Incentive Plan
during the years indicated. For information regarding the operation of our annual cash performance awards including the performance metrics and maximum achievable performance awards, see the section of the CD&A titled
Elements of Compensation Packages
. As stated in our policy table above for our non-executive directors, our non-executive directors do not receive annual cash performance awards.
|
(3)
|
The amount reflects the value of
PSU
s with a performance period that ended in the year indicated based on the actual number of
PSU
s earned and the closing price of the shares as reported by
NASDAQ
on December 31 of such year. The
PSU
s generally vest in the year following the end of the performance period as long as the executive director is employed by our company on the vesting date. For information regarding the operation of our PSUs including the performance measures and targets, see the section of the CD&A titled
Elements of Compensation Packages
. As stated above in our policy table, our non-executive directors do not participate in our long-term incentive programs.
|
(4)
|
The amounts represent the intrinsic value for all
SAR
s (i.e., the spread between the base price of the applicable
SAR
and the market price of the underlying shares on the respective vesting dates) or options that vested during the years indicated as calculated based on the closing prices of our shares on the applicable vesting dates, as reported by
NASDAQ
. For our executive director, the amounts consist solely of the aggregate value for all SARs that vested quarterly during the applicable year. For our non-executive directors, the amounts consist of the value of shares received by such director upon the vesting of
RSU
s during the years indicated and the value of options that vested annually during the applicable year, added together. No value is included for vested
RSU
s where the director elected to defer receipt of the shares under the director deferred compensation plan. As stated in the policy table, we believe time-vested awards are appropriate in order to have our directors retain a long-term interest in our company. The value of the awards will move with our share prices, which provides incentive to deliver on our company’s long-term strategic objectives and is in line with our shareholders’ interests.
|
(5)
|
As stated in our policy table above, we do not provide a pension or other defined benefit plan for our directors.
|
(6)
|
Amount includes
$896,608
of Mr. Fries’ 2012 salary, the payment of which Mr. Fries elected to defer pursuant to our deferred compensation plan. Such deferred amount accrues interest at the rate of
9%
per annum, compounded daily, until paid in full.
|
(7)
|
Mr. A. Cole was appointed to our board of directors in June 2013, and compensation for his services is from the date of such appointment.
|
(8)
|
Includes the dollar amount of fees paid in our Class A shares and Class C shares at the election of the director.
|
(9)
|
The following table indicates the amount of fees included in the table that the directors listed have elected to defer in the years indicated pursuant to the director deferred compensation plan. Such deferred amounts accrue interest at the rate of
9%
per annum, compounded daily, until paid in full.
|
Non-Executive Director
|
|
Year
|
|
Amount Deferred ($)
|
|
|
|
|
|
|
|
Paul A. Gould
|
|
2013
|
|
72,348
|
|
|
|
2012
|
|
26,316
|
|
|
|
|
|
|
|
Richard R. Green
|
|
2013
|
|
—
|
|
|
|
2012
|
|
95
|
|
|
|
|
|
|
|
David E. Rapley
|
|
2013
|
|
101,484
|
|
|
|
2012
|
|
90,000
|
|
|
|
|
|
|
|
J. David Wargo
|
|
2013
|
|
1,019
|
|
|
|
2012
|
|
95
|
|
Director
|
|
Grant Date
|
|
Type of Award (1)
|
|
|
Class of Shares
|
|
Number of Shares
|
|
Base Price/sh
|
|
Face Value (2)
|
|
Performance Period
|
|
% Vesting at Threshold
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Michael T. Fries
|
|
4/1/2013
|
|
PSUs
|
(3)
|
|
Class A
|
|
39,020
|
|
$
|
—
|
|
|
$
|
1,444,580
|
|
|
2 years ending 12/31/2014
|
|
N/A
|
|
|
4/1/2013
|
|
PSUs
|
(3)
|
|
Class C
|
|
117,060
|
|
$
|
—
|
|
|
$
|
4,122,794
|
|
|
2 years ending 12/31/2014
|
|
N/A
|
|
|
6/24/2013
|
|
PSARs
|
(3)
|
|
Class A
|
|
925,000
|
|
$
|
35.03
|
|
|
$
|
—
|
|
|
3 years ending 12/31/2015
|
|
N/A
|
|
|
6/24/2013
|
|
PSARs
|
(3)
|
|
Class C
|
|
925,000
|
|
$
|
34.67
|
|
|
$
|
—
|
|
|
3 years ending 12/31/2015
|
|
N/A
|
|
|
6/24/2013
|
|
PSARs
|
(3)
|
|
Class C
|
|
1,850,000
|
|
$
|
32.78
|
|
|
$
|
—
|
|
|
3 years ending 12/31/2015
|
|
N/A
|
(1)
|
The terms of the
PSU
s and
PSAR
s (also referred to as the
2013 Challenge Awards
) awarded to our executive director are summarized in the directors’ compensation policy table above and in the proxy statement under
Executive Officer and Director Compensation
. Generally, the compensation committee sets the performance targets corresponding to a selected performance measure or measures and a base (minimum) performance objective that must be achieved in order for any portion of our executive director’s
PSU
awards to be earned. The level of achievement of the performance target within a range established by the compensation committee determines the percentage of the
PSU
award earned during the performance period, subject to reduction or forfeiture based on individual performance.
|
(2)
|
For purposes of this table, the 2013
PSU
s have been valued using the closing per share prices on the date of grant (originally $73.66 for Class A
PSU
s and $69.02 for Class C
PSU
s) and adjusted for the
Dividend
.
SAR
s are a form of compensation used in the U.S. but are not commonly used in the U.K.
SAR
s entitle a holder upon exercise (assuming performance measures or other conditions are satisfied) to a number of shares with a value equal to the difference between the value of the shares on the date of exercise and the base price associated with the
SAR
. For example, if our executive director exercised the Class A
PSAR
s granted on June 24, 2013 on March 31, 2014, the actual value of the shares received by our executive director upon such exercise would be $6,077,250 (subject to tax withholding), representing 146,087 Class A shares as of that date. The U.K. regulations applying to shares and share options require disclosure of the “face value” of such awards based on the maximum number of shares that would vest if all performance measures and targets are met multiplied by either the share price on the date of grant or an average share price. For the
PSAR
s granted to our executive director in 2013 we cannot determine the number of shares to be received upon exercise without knowing the ultimate price of the shares on the date of exercise. Accordingly, we cannot provide the “face value” under the U.K.
|
(3)
|
Details for the performance measures and targets are set forth in the
CD&A
of the proxy statement. If earned, the
2013 PSU
s will vest in two equal semi-annual installments on March 31, 2015 and September 30, 2015. If earned, the
PSAR
s will vest in full on June 24, 2016.
|
|
|
|
|
|
Time Vested Options/SARs
|
|
Performance Awards
|
||||||||||||||
Director
|
|
Amount of Shares Beneficially Owned (#)
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Exercisable
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable
|
|
Base or Exercise Price
($)
|
|
Expiration Date
|
|
Earned Performance Awards (#)(unvested)
|
|
Unearned Performance Awards (#)
|
|||||||
Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Michael T. Fries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A
|
|
650,128
|
|
(1)
|
|
147,617
|
|
|
—
|
|
|
|
9.87
|
|
|
11/24/2014
|
|
9,021
|
|
39,020
|
(2)
|
|
|
|
|
|
127,425
|
|
|
8,495
|
|
(3)
|
|
13.81
|
|
|
5/1/2017
|
|
|
|
78,276
|
(4)
|
|
|
|
|
|
|
63,074
|
|
|
28,670
|
|
(5)
|
|
23.37
|
|
|
5/1/2018
|
|
|
|
925,000
|
(6)
|
|
|
|
|
|
|
38,003
|
|
|
48,861
|
|
(7)
|
|
25.12
|
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
15,348
|
|
|
66,508
|
|
(8)
|
|
37.23
|
|
|
5/1/2020
|
|
|
|
|
|
|
Class B
|
|
—
|
|
(9)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
Class C
|
|
2,183,980
|
|
(1)
|
|
147,617
|
|
|
—
|
|
|
|
9.77
|
|
|
11/24/2014
|
|
27,063
|
|
117,060
|
(2)
|
|
|
|
|
|
295,234
|
|
|
—
|
|
|
|
9.30
|
|
|
11/24/2014
|
|
|
|
156,552
|
(4)
|
|
|
|
|
|
|
127,424
|
|
|
8,496
|
|
(3)
|
|
13.67
|
|
|
5/1/2017
|
|
|
|
925,000
|
(6)
|
|
|
|
|
|
|
254,859
|
|
|
16,981
|
|
(3)
|
|
13.54
|
|
|
5/1/2017
|
|
|
|
1,850,000
|
(6)
|
|
|
|
|
|
|
63,074
|
|
|
28,670
|
|
(4)
|
|
23.13
|
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
126,148
|
|
|
57,340
|
|
(4)
|
|
22.20
|
|
|
5/1/2018
|
|
|
|
|
|
|
|
|
|
|
|
38,002
|
|
|
48,862
|
|
(7)
|
|
24.87
|
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
76,006
|
|
|
97,722
|
|
(7)
|
|
24.10
|
|
|
5/1/2019
|
|
|
|
|
|
|
|
|
|
|
|
15,348
|
|
|
66,508
|
|
(8)
|
|
36.85
|
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
|
|
|
30,696
|
|
|
133,016
|
|
(8)
|
|
34.41
|
|
|
5/1/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-Executive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Andrew J. Cole
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Class A
|
|
1,938
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
16,492
|
|
|
—
|
|
|
|
17.08
|
|
|
6/11/2022
|
|
|
|
|
|
|
Class C
|
|
4,642
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(10)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
16,492
|
|
|
—
|
|
|
|
16.91
|
|
|
6/11/2022
|
|
|
|
|
|
|
|
|
|
|
Time Vested Options/SARs
|
|
Performance Awards
|
||||||||||||||
Director
|
|
Amount of Shares Beneficially Owned (#)
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Exercisable
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable
|
|
Base or Exercise Price
($)
|
|
Expiration Date
|
|
Earned Performance Awards (#)(unvested)
|
|
Unearned Performance Awards (#)
|
|||||||
|
|
|
|
|
24,616
|
|
|
—
|
|
|
|
15.00
|
|
|
6/11/2022
|
|
|
|
|
|
|
John P. Cole, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
9,310
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.66
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
—
|
|
|
|
11.15
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.95
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
16.58
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.49
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
1,406
|
|
|
—
|
|
|
|
13.44
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
21.03
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.37
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
Class C
|
|
27,407
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.55
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
10.99
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
—
|
|
|
|
11.04
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
10.79
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
18.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
16.42
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
15.70
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.42
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
7.41
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
1,406
|
|
|
—
|
|
|
|
13.32
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
2,810
|
|
|
—
|
|
|
|
13.40
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(10)
|
|
20.82
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
1,382
|
|
|
690
|
|
(10)
|
|
20.10
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(11)
|
|
24.13
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,308
|
|
|
2,612
|
|
(11)
|
|
23.45
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(9)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(9)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
|
Miranda Curtis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
126,355
|
|
|
|
2,812
|
|
|
—
|
|
|
|
13.44
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
21.03
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.37
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
Class C
|
|
371,889
|
|
|
|
2,812
|
|
|
—
|
|
|
|
13.32
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
5,618
|
|
|
—
|
|
|
|
13.40
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(10)
|
|
20.82
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
1,382
|
|
|
690
|
|
(10)
|
|
20.10
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(11)
|
|
24.13
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,308
|
|
|
2,612
|
|
(11)
|
|
23.45
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(9)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(9)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
|
John W. Dick
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
15,539
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.66
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.15
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.95
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
16.58
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.49
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
2,812
|
|
|
—
|
|
|
|
13.44
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
21.03
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.37
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
Time Vested Options/SARs
|
|
Performance Awards
|
||||||||||||||
Director
|
|
Amount of Shares Beneficially Owned (#)
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Exercisable
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable
|
|
Base or Exercise Price
($)
|
|
Expiration Date
|
|
Earned Performance Awards (#)(unvested)
|
|
Unearned Performance Awards (#)
|
|||||||
Class C
|
|
41,188
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.55
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
10.99
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.04
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
10.79
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
18.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
16.42
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
15.70
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.42
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
7.41
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
2,812
|
|
|
—
|
|
|
|
13.32
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
5,618
|
|
|
—
|
|
|
|
13.40
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
20.82
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
1,382
|
|
|
690
|
|
(11)
|
|
20.10
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.13
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,308
|
|
|
2,612
|
|
(12)
|
|
23.45
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(10)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
|
Paul A. Gould
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
198,174
|
|
|
|
586
|
|
|
—
|
|
|
|
8.81
|
|
|
6/1/2014
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.66
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.15
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.95
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
—
|
|
|
|
16.58
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
—
|
|
|
|
7.49
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
1,406
|
|
|
—
|
|
|
|
13.44
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
21.03
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.37
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
Class B
|
|
51,429
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
Class C
|
|
913,429
|
|
|
|
586
|
|
|
—
|
|
|
|
8.73
|
|
|
6/1/2014
|
|
|
|
|
|
|
|
|
|
|
1,172
|
|
|
—
|
|
|
|
8.31
|
|
|
6/1/2014
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.55
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
10.99
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.04
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
10.79
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
18.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
—
|
|
|
|
16.42
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
15.70
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
—
|
|
|
|
7.42
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.41
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
1,406
|
|
|
—
|
|
|
|
13.32
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
2,810
|
|
|
—
|
|
|
|
13.40
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
20.82
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
1,382
|
|
|
690
|
|
(11)
|
|
20.10
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.13
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,308
|
|
|
2,612
|
|
(12)
|
|
23.45
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(10)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
|
Richard R. Green
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
3,346
|
|
|
|
10,000
|
|
|
—
|
|
|
|
6.42
|
|
|
12/16/2018
|
|
|
|
|
|
|
|
|
|
|
Time Vested Options/SARs
|
|
Performance Awards
|
||||||||||||||
Director
|
|
Amount of Shares Beneficially Owned (#)
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Exercisable
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable
|
|
Base or Exercise Price
($)
|
|
Expiration Date
|
|
Earned Performance Awards (#)(unvested)
|
|
Unearned Performance Awards (#)
|
|||||||
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.49
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
2,812
|
|
|
—
|
|
|
|
13.44
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
21.03
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.37
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
Class C
|
|
7,211
|
|
|
|
10,000
|
|
|
—
|
|
|
|
6.36
|
|
|
12/16/2018
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
6.05
|
|
|
12/16/2018
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.42
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
7.41
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
2,812
|
|
|
—
|
|
|
|
13.32
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
5,618
|
|
|
—
|
|
|
|
13.40
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
20.82
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
1,382
|
|
|
690
|
|
(11)
|
|
20.10
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.13
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,308
|
|
|
2,612
|
|
(12)
|
|
23.45
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(10)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
|
John C. Malone
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
1,042,480
|
|
(13)
|
|
27,323
|
|
|
—
|
|
|
|
17.98
|
|
|
12/16/2020
|
|
|
|
|
|
|
|
|
|
|
14,761
|
|
|
7,380
|
|
|
|
23.37
|
|
|
5/1/2021
|
|
|
|
|
|
|
|
|
|
|
|
8,035
|
|
|
16,069
|
|
(14)
|
|
25.12
|
|
|
5/1/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
18,194
|
|
(15)
|
|
37.23
|
|
|
5/1/2023
|
|
|
|
|
|
|
Class B
|
|
8,677,225
|
|
(16)(19)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
Class C
|
|
15,181,461
|
|
(13)
|
|
27,323
|
|
|
—
|
|
|
|
17.80
|
|
|
12/16/2020
|
|
|
|
|
|
|
|
|
|
|
57,638
|
|
|
—
|
|
|
|
16.97
|
|
|
12/16/2020
|
|
|
|
|
|
|
|
|
|
|
|
14,761
|
|
|
7,380
|
|
|
|
23.13
|
|
|
5/1/2021
|
|
|
|
|
|
|
|
|
|
|
|
30,925
|
|
|
15,463
|
|
|
|
22.20
|
|
|
5/1/2021
|
|
|
|
|
|
|
|
|
|
|
|
8,035
|
|
|
16,069
|
|
(14)
|
|
24.87
|
|
|
5/1/2022
|
|
|
|
|
|
|
|
|
|
|
|
16,666
|
|
|
33,332
|
|
(14)
|
|
24.10
|
|
|
5/1/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
18,194
|
|
(15)
|
|
36.85
|
|
|
5/1/2023
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
39,168
|
|
(15)
|
|
34.41
|
|
|
5/1/2023
|
|
|
|
|
|
|
David E. Rapley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
2,049
|
|
|
|
3,333
|
|
|
—
|
|
|
|
7.49
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
937
|
|
|
—
|
|
|
|
13.44
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
21.03
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.37
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
Class C
|
|
18,185
|
|
|
|
3,333
|
|
|
—
|
|
|
|
7.42
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
6,666
|
|
|
—
|
|
|
|
7.41
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
937
|
|
|
—
|
|
|
|
13.32
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
1,872
|
|
|
—
|
|
|
|
13.40
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
20.82
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
1,382
|
|
|
690
|
|
(11)
|
|
20.10
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.13
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,308
|
|
|
2,612
|
|
(12)
|
|
23.45
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(10)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
|
Larry E. Romrell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
26,287
|
|
|
|
469
|
|
|
—
|
|
|
|
13.44
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
332
|
|
|
332
|
|
(11)
|
|
21.03
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.37
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
Time Vested Options/SARs
|
|
Performance Awards
|
||||||||||||||
Director
|
|
Amount of Shares Beneficially Owned (#)
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Exercisable
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable
|
|
Base or Exercise Price
($)
|
|
Expiration Date
|
|
Earned Performance Awards (#)(unvested)
|
|
Unearned Performance Awards (#)
|
|||||||
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
Class C
|
|
77,343
|
|
|
|
469
|
|
|
—
|
|
|
|
13.32
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
936
|
|
|
—
|
|
|
|
13.40
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
332
|
|
|
332
|
|
(11)
|
|
20.82
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
690
|
|
|
690
|
|
(11)
|
|
20.10
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.13
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,308
|
|
|
2,612
|
|
(12)
|
|
23.45
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(10)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
|
J.C. Sparkman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
18,330
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.95
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
16.58
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
—
|
|
|
|
7.49
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
1,406
|
|
|
—
|
|
|
|
13.44
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
21.03
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.37
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
Class C
|
|
55,082
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
18.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
16.42
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
15.70
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
—
|
|
|
|
7.42
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.41
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
1,406
|
|
|
—
|
|
|
|
13.32
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
2,810
|
|
|
—
|
|
|
|
13.40
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
20.82
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
1,382
|
|
|
690
|
|
(11)
|
|
20.10
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.13
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,308
|
|
|
2,612
|
|
(12)
|
|
23.45
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(10)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
|
J. David Wargo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A
|
|
943
|
|
|
|
3,192
|
|
|
—
|
|
|
|
8.62
|
|
|
6/22/2014
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.66
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.15
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.95
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
16.58
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.49
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
1,406
|
|
|
—
|
|
|
|
13.44
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
21.03
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.37
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.93
|
|
|
6/28/2020
|
|
|
|
|
|
|
Class C
|
|
3,159
|
|
(17)
|
|
3,192
|
|
|
—
|
|
|
|
8.54
|
|
|
6/22/2014
|
|
|
|
|
|
|
|
|
|
|
6,384
|
|
|
—
|
|
|
|
8.13
|
|
|
6/22/2014
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.55
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
10.99
|
|
|
6/15/2015
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
11.04
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
10.79
|
|
|
6/22/2016
|
|
|
|
|
|
|
|
|
|
|
Time Vested Options/SARs
|
|
Performance Awards
|
||||||||||||||
Director
|
|
Amount of Shares Beneficially Owned (#)
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Exercisable
|
|
Number of Shares Underlying Unexercised Options/SARs (#) Unexercisable
|
|
Base or Exercise Price
($)
|
|
Expiration Date
|
|
Earned Performance Awards (#)(unvested)
|
|
Unearned Performance Awards (#)
|
|||||||
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
19.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
18.76
|
|
|
6/19/2017
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
16.42
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
15.70
|
|
|
6/12/2018
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
—
|
|
|
|
7.42
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
|
—
|
|
|
|
7.41
|
|
|
6/17/2019
|
|
|
|
|
|
|
|
|
|
|
|
1,406
|
|
|
—
|
|
|
|
13.32
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
2,810
|
|
|
—
|
|
|
|
13.40
|
|
|
6/17/2020
|
|
|
|
|
|
|
|
|
|
|
|
664
|
|
|
332
|
|
(11)
|
|
20.82
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
1,382
|
|
|
690
|
|
(11)
|
|
20.10
|
|
|
6/21/2021
|
|
|
|
|
|
|
|
|
|
|
|
632
|
|
|
1,263
|
|
(12)
|
|
24.13
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,308
|
|
|
2,612
|
|
(12)
|
|
23.45
|
|
|
6/19/2022
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
4,412
|
|
(10)
|
|
36.56
|
|
|
6/28/2020
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
9,550
|
|
(10)
|
|
33.95
|
|
|
6/28/2020
|
|
|
|
|
|
(1)
|
Includes
1,977
Class A shares and
13,063
Class C shares held in the
401(k) Plan
for the benefit of Mr. Fries. Also includes
15,292
Class A shares and
252,452
Class C shares held by a trust managed by an independent trustee, of which the beneficiaries are Mr. Fries’ minor children. Mr. Fries has no pecuniary interest in the trust, but he retains the right to substitute the assets held by the trust.
|
(2)
|
Represents the target number of Class A and Class C shares underlying
2013 PSU
s that may be earned by the executive director. If earned, the
2013 PSU
s will vest in two equal installments on March 31, 2015 and September 30, 2015, respectively.
|
(3)
|
Vests in one remaining quarterly installments on May 1, 2014.
|
(4)
|
Represents the target number of Class A and Class C shares underlying
2014 PSU
s that may be earned by the executive director. If earned, the
2014 PSU
s will vest in two equal installments on March 31, 2016 and September 30, 2016, respectively.
|
(5)
|
Vests in five equal remaining quarterly installments from May 1, 2014 to May 1, 2015.
|
(6)
|
Represents the target number of Class A and Class C shares subject to the
PSAR
s of the
2013 Challenge Awards
that may be earned by the executive director. If earned, these
PSAR
s will vest on June 24, 2016. Terms of the
PSAR
s are:
|
Grant Date
|
|
Class of Shares
|
|
Number of Shares (#)
|
|
Base Price ($)
|
|
Expiration Date
|
|
|
|
|
|
|
|
|
|
6/24/2013
|
|
Class A
|
|
925,000
|
|
35.03
|
|
6/24/2020
|
6/24/2013
|
|
Class C
|
|
925,000
|
|
34.67
|
|
6/24/2020
|
6/24/2013
|
|
Class C
|
|
1,850,000
|
|
32.78
|
|
6/24/2020
|
(7)
|
Vests in nine equal remaining quarterly installments from May 1, 2014 to May 1, 2016.
|
(8)
|
Vests in 13 equal remaining quarterly installments from May 1, 2014 to May 1, 2017.
|
(9)
|
Based on the Schedule 13D/A (Amendment No. 7) of Mr. Malone, filed with the SEC on February 18, 2014, pursuant to a letter agreement dated as of February 13, 2014, among Michael T. Fries, our
CEO
and our executive director, Mr. Malone and the
Malone Trust
agreed that, for so long as Mr. Fries is employed as a principal executive officer by us or serving on our board of directors, (i) in the event the
Malone Trust
or any permitted transferee (as defined in the letter agreement) is not voting the Class B shares owned by the
Malone Trust
, Mr. Fries will have the right to vote such Class B shares and (ii) in the event the
Malone Trust
or any permitted transferee determines to sell such Class B shares, Mr. Fries (individually or through an entity he controls) will have an exclusive right to negotiate to purchase such shares, and if the parties fail to come to an agreement and the
Malone Trust
or any permitted transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fries (or an entity controlled by him) will have a right to match the offer made by such third party.
|
(10)
|
Vests as to one-third of the option shares each on the date of the first, second and third annual general meetings of shareholders following the date of grant.
|
(11)
|
Vests in one remaining annual installment on June 26, 2014.
|
(12)
|
Vests in two equal remaining annual installments on June 26, 2014 and the date of our annual general meeting in 2015.
|
(13)
|
Includes
90,303
Class A shares and
680,041
Class C shares held by Mr. Malone’s spouse, as to which shares Mr. Malone has disclaimed beneficial ownership.
|
(14)
|
Vests in one remaining annual installment on May 1, 2014.
|
(15)
|
Vests in two equal remaining annual installments on May 1, 2014 and May 1, 2015.
|
(16)
|
Includes
8,677,225
Class B shares and
8,677,225
Class C shares held by a trust with respect to which Mr. Malone is the sole trustee and, with his spouse, retains a unitrust interest in the
Malone Trust
.
|
(17)
|
Includes
32
Class C shares held by Mr. Wargo’s spouse, as to which Mr. Wargo has disclaimed beneficial ownership.
|
|
|
Option/SARs Awards
|
|
Stock Awards
|
|||||||||||||
Director
|
|
Grant Date
|
|
Number of
Shares Acquired on Exercise (#) |
|
Value Realized
on Exercise ($)(1) |
|
Expiration Date
|
|
Vest Date
|
|
Number of
Shares Acquired on Vesting (#) |
|
Value Realized
on Vesting ($)(1) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Fries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
5/2/2006
|
|
65,000
|
(2)
|
|
|
|
|
5/2/2013
|
|
9/30/2013
|
|
30,880
|
(3)(4)
|
|
|
|
|
10/1/2003
|
|
12,930
|
(2)
|
|
|
|
|
10/1/2013
|
|
|
|
|
|
|
|
|
|
10/7/2003
|
|
55,492
|
(2)
|
|
|
|
|
10/1/2013
|
|
|
|
|
|
|
|
Class C
|
|
5/2/2006
|
|
195,000
|
(2)
|
|
|
|
|
5/2/2013
|
|
9/30/2013
|
|
92,640
|
(3)(4)
|
|
|
|
|
10/1/2003
|
|
38,790
|
(2)
|
|
|
|
|
10/1/2013
|
|
|
|
|
|
|
|
|
|
10/7/2003
|
|
166,476
|
(2)
|
|
|
|
|
10/1/2013
|
|
|
|
|
|
|
|
Aggregated
|
|
|
|
|
|
|
15,717,317
|
|
|
|
|
|
|
|
|
|
4,779,606
|
John P. Cole, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
774
|
(5)
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
2,374
|
(5)
|
|
|
Aggregated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,452
|
Miranda Curtis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
774
|
(5)
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
2,374
|
(5)
|
|
|
Aggregated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,452
|
John W. Dick
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
774
|
(5)
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
2,374
|
(5)
|
|
|
Aggregated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,452
|
David E. Rapley
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
774
|
(5)
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
2,374
|
(5)
|
|
|
Aggregated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,452
|
Larry E. Romrell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
774
|
(5)
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
2,374
|
(5)
|
|
|
Aggregated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,452
|
J.C. Sparkman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
774
|
(5)
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
6/3/2013
|
|
2,374
|
(5)
|
|
|
Aggregated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112,452
|
(1)
|
Value reflects the aggregate amount realized upon the exercise or vesting of awards for Class A and Class C shares in
2013
.
|
(2)
|
Consists of (a)
68,422
Class A shares and
205,266
Class C shares subject to
SAR
s and (b)
65,000
Class A shares and
195,000
Class C shares underlying stock options, which were exercised at the election of Mr. Fries. The actual number of shares issued to Mr. Fries upon exercise of the
SAR
s, after taking into account the spread between the base price and the closing market price and giving effect to the withholding of shares for taxes, was
31,391
Class A shares and
94,227
Class C shares. The actual number of shares issued to Mr. Fries upon exercise of the options, after taking into account the spread between the exercise price and the closing market price and giving effect to the withholding of shares for taxes, was
25,033
Class A shares and
74,329
Class C shares.
|
(3)
|
Includes shares withheld by us to pay the minimum withholding tax due upon vesting of the
RSU
s in
2013
.
|
(4)
|
Includes
29,272
restricted Class A shares and
87,816
restricted Class C shares granted on December 31, 2012, and
RSU
s based on
1,608
Class A shares and
4,824
Class C shares granted on March 18, 2013, all in exchange for earned
2011 PSU
s that vested on September 30, 2013.
|
(5)
|
Consists of
RSU
s for the shares indicated that were granted on June 19, 2012.
|
|
|
Executive Director
|
|
Employees (1)
|
|
|
|
|
|
Salary
|
|
37%
|
|
(1)%
|
Taxable benefits
|
|
67%
|
|
(12)%
|
Annual cash performance awards
|
|
9%
|
|
16%
|
(1)
|
As permitted in the
Companies Act
, we selected our Denver corporate salaried employees. Due to the complexity of our global operations with operations in multiple countries with different currencies, cost of living and work culture, we selected as the comparator group for the above table our corporate employees based in our Denver office. This group of employees is considered appropriate because our executive director is based in Denver, his compensation is based on U.S. customs and standards and most of the employees in our Denver office participate in an annual bonus program and benefit programs similar to those available to our executive director. The main difference on benefits for our executive director is use of our company airplane and participation in the deferred compensation program. To determine the percentage change, we used the average amount of salary, taxable benefits and annual cash performance awards based on the number of corporate salaried employees at the end of each fiscal year (without adjustment for leavers and joiners).
|
|
|
2013
|
|
2012
|
|
Percentage Change
|
|||||
|
|
in millions
|
|
|
|||||||
Compensation costs (1)
|
|
$
|
2,443.5
|
|
(2)
|
|
$
|
1,569.4
|
|
|
56%
|
Share repurchase costs (3)
|
|
$
|
1,151.9
|
|
|
|
$
|
980.7
|
|
|
17%
|
(1)
|
Includes costs for share-based compensation, pension and social security and benefits. The amounts for 2013 and 2012 do not include $65.9 million and $62.5 million, respectively, of compensation costs related to discontinued operations.
|
(2)
|
Includes $671.7 million for employees of
Virgin Media
that are not included in the compensation costs for 2012. If this cost is excluded for 2013, the percentage change would be 13%.
|
(3)
|
Includes direct acquisition costs and the effects of derivative instruments, where applicable.
|
(a)
|
Prior to the June 7, 2013 completion of the
Virgin Media Acquisition
, amounts represent market prices for
LGI
Series A, Series B and Series C common stock.
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Single Total Compensation Figure
|
|
$
|
17,980,903
|
|
|
$
|
14,544,935
|
|
|
$
|
12,939,782
|
|
|
$
|
4,348,078
|
|
|
$
|
3,130,675
|
|
Annual Performance Awards (as percentage of maximum)
|
|
79.2
|
%
|
|
90.6
|
%
|
|
100.0
|
%
|
|
85.3
|
%
|
|
100.0
|
%
|
|||||
Vesting of Long-Term Performance Awards (as percentage of maximum)
|
|
66.3
|
%
|
|
93.5
|
%
|
|
87.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Bryan H. Hall
|
Executive Vice President, General Counsel and Secretary
|
May , 2014
|
Company registered number:
|
8379990
|