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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On December 15, 2020, GCI Liberty, Inc. (“GCI Liberty”)
stockholders approved each proposal relating to the proposed acquisition of GCI Liberty by Liberty Broadband Corporation (“Liberty
Broadband”) in a stock-for-stock merger (the “Combination”) that was considered at its virtual special
meeting of stockholders (the “Special Meeting”). Specifically, the following proposals were considered and
approved by the stockholders of GCI Liberty: (a) the adoption of the Merger Agreement (the “GCI Liberty Merger Proposal”)
and (b) the adjournment of the Special Meeting
from time to time to solicit additional proxies in favor of the GCI Liberty Merger Proposal if there were insufficient votes at
the time of such adjournment to approve the GCI Liberty Merger Proposal or if otherwise determined by the chairperson of the meeting
to be necessary or appropriate (the “GCI Liberty Adjournment Proposal”). GCI Liberty expects the Combination
to close on December 18, 2020.
Approval
of the GCI Liberty Merger Proposal required both (i) the affirmative vote of the holders of a majority of the aggregate voting
power of the shares of GCI Liberty capital stock outstanding and entitled to vote on the proposal at the Special Meeting, voting
together as a single class, (the “statutory approval standard”) and (ii) the affirmative vote of the holders
of a majority of the aggregate voting power of the shares of GCI Liberty capital stock outstanding and entitled to vote on the
proposal at the Special Meeting, voting together as a single class, excluding all outstanding shares beneficially owned, directly
or indirectly, by Liberty Broadband and its subsidiaries, Mr. John C. Malone, the Chairman of the Board of Directors of Liberty
Broadband and GCI Liberty, and certain affiliated persons of Mr. Malone (collectively, the “Malone Group”),
Mr. Gregory B. Maffei, a director and the President and Chief Executive Officer of Liberty Broadband and GCI Liberty, and
certain affiliated persons of Mr. Maffei (collectively, the “Maffei Group”), each of the affiliates of
the Malone Group or the Maffei Group, the directors of Liberty Broadband and GCI Liberty, the Liberty Broadband Section 16
officers, the GCI Liberty Section 16 officers or immediate family members of any of the foregoing (collectively, the “Excluded
Parties”) (the “MoM vote approval standard”).
Approval of the GCI Liberty Adjournment
Proposal required the affirmative vote of the
holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock that were present in person via
the Internet or represented by proxy at the Special Meeting and entitled to vote on the proposal at the Special Meeting, voting
together as a single class.
As of 5:00 p.m., New York City time, on October 20, 2020, the
record date for the Special Meeting, there were 101,350,970 shares of GCI Liberty Series A common stock, par value $0.01 per share
(the “GCI Liberty Series A common stock”), 4,488,568 shares of GCI Liberty Series B common stock, par value
$0.01 per share (the “GCI Liberty Series B common stock”), and 7,199,631 shares of GCI Liberty Series A Cumulative
Redeemable Preferred Stock, par value $0.01 per share (the “GCI Liberty preferred stock”), in each case, outstanding
and entitled to vote at the Special Meeting. Excluding shares beneficially
owned, directly or indirectly, by the Excluded Parties, the aggregate shares outstanding and entitled to vote at the Special
Meeting on the GCI Liberty Merger Proposal represented 102,412,678 votes.
The number of votes cast for or against, as well as the number
of abstentions and broker non-votes as to each proposal, are set forth below.
1. GCI Liberty Merger
Proposal
The votes under the statutory
approval standard (that is, including shares held by the Excluded Parties) were as follows:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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127,724,136
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530,162
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182,469
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–
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The votes under the MoM
vote approval standard (that is, excluding shares held by the Excluded Parties) were as follows:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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81,524,158
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530,162
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182,469
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–
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Accordingly, the GCI Liberty Merger Proposal was approved under
both the statutory approval standard and the MoM vote approval standard.
2. GCI Liberty Adjournment
Proposal
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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116,233,081
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11,970,694
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232,992
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–
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Accordingly, the GCI Liberty Adjournment Proposal was approved.