Liberty Broadband (LBRDA) 2023年年度報告「NASDAQ」.pdf

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1、2024 PROXY STATEMENT|2023 ANNUAL REPORTCONTENTSProxy StatementForward-Looking StatementsStock PerformanceInvestment SummaryFinancial InformationCorporate DataEnvironmental StatementLIBERTY BROADBAND CORPORATION12300 Liberty BoulevardEnglewood,Colorado 80112(720)875-5700DEAR FELLOW STOCKHOLDER:You ar

2、e cordially invited to attend the 2024 annual meeting of stockholders ofLiberty Broadband Corporation to be held at 8:15 a.m.,Mountain time,on June 10,2024.The annual meeting will be held via the Internet and will be a completelyvirtual meeting of stockholders.You may attend the meeting,submit quest

3、ionsand vote your shares electronically during the meeting via the Internet by enter the annual meeting,you will need the 16-digit control number that is printed on your Notice of InternetAvailability of Proxy Materials or proxy card.We recommend logging in at leastfifteen minutes before the meeting

4、 to ensure that you are logged in when themeeting starts.Online check-in will start shortly before the meeting on June 10,2024.At the annual meeting,you will be asked to consider and vote on the proposalsdescribed in the accompanying notice of annual meeting and proxy statement,aswell as on such oth

5、er business as may properly come before the meeting.Your vote is important,regardless of the number of shares you own.Whether ornot you plan to attend the annual meeting,please read the enclosed proxymaterials and then promptly vote via the Internet or telephone or by completing,signing and returnin

6、g the proxy card if you received a paper copy of the proxymaterials by mail.Doing so will not prevent you from later revoking your proxy orchanging your vote at the meeting.Thank you for your cooperation and continued support and interest in LibertyBroadband.Very truly yours,Gregory B.MaffeiPresiden

7、t and Chief Executive OfficerApril 24,2024The Notice of Internet Availability of Proxy Materials is first being mailed on orabout April 29,2024,and the proxy materials relating to the annual meeting willfirst be made available on or about the same date.NOTICE OF2024ANNUAL MEETING OFSTOCKHOLDERSNotic

8、e is hereby given of the annual meeting of stockholders of Liberty Broadband Corporation.The annual meeting will be heldvia the Internet and will be a completely virtual meeting of stockholders.MEETING DATE&TIMEVIRTUAL MEETING LOCATIONRECORD DATEJune 10,2024,at 8:15 a.m.MTYou may attend the meeting,

9、submit questions and vote yourshares electronically during the meeting via the Internet byvisiting p.m.,New YorkCity time,on April 16,2024To enter the annual meeting,you will need the 16-digit control number that is printed on your Notice of Internet Availability ofProxy Materials or proxy card.We r

10、ecommend logging in at least fifteen minutes before the meeting to ensure that you are loggedin when the meeting starts.Online check-in will start shortly before the meeting on June 10,2024.At the annual meeting,you will be asked to consider and vote on the following proposals.Our Board of Directors

11、(Board orBoard of Directors)has unanimously approved each proposal for inclusion in the proxy materials.PROPOSALBOARDRECOMMENDATIONPAGES1A proposal(which we refer to as the election of directors proposal)to elect Julie D.Fristand J.David Wargo to continue serving as Class I members of our Board unti

12、l the 2027annual meeting of stockholders or their earlier resignation or removal.FOR each directornominee14-232A proposal(which we refer to as the auditors ratification proposal)to ratify the selectionof KPMG LLP as our independent auditors for the fiscal year ending December 31,2024.FOR35-363A prop

13、osal(which we refer to as the incentive plan proposal)to adopt the LibertyBroadband Corporation 2024 Omnibus Incentive PlanFOR38-434A proposal(which we refer to as the say-on-pay proposal)to approve,on an advisorybasis,the compensation of our named executive officers as described in this proxystatem

14、ent under the heading“Executive Compensation”.FOR44-45You may also be asked to consider and vote on such other business as may properly come before the annual meeting.We describe the proposals in more detail in the accompanying proxy statement.We encourage you to read the proxy statementin its entir

15、ety before voting.YOUR VOTE IS IMPORTANT.Voting promptly,regardless of the number of shares you own,will aid us in reducing theexpense of any further proxy solicitation in connection with the annual meeting.You may vote electronically during the annualmeeting or by proxy prior to the meeting by tele

16、phone,via the Internet or by mail:InternetVirtual MeetingPhoneMailVote online Vote live during the annualmeeting at the URL aboveVote by calling1-800-690-6903(toll free)inthe United States or CanadaVote by returning a properlycompleted,signed and datedproxy cardWHO MAY VOTEWHO MAY NOT VOTEHolders of

17、 record of our following series of capital stock,par value$0.01 per share,as of the record date will beentitled to notice of the annual meeting and to vote at theannual meeting or any adjournment or postponementthereof:Series A common stock Series B common stock Series A Cumulative Redeemable Prefer

18、red StockThese holders will vote together as a single class on eachproposal.Holders of record of our Series C common stock,par value$0.01 per share,as of the record date are NOT entitled toany voting powers,except as required by Delaware law,andmay not vote on the proposals to be presented at theann

19、ual meeting.A list of stockholders entitled to vote at the annual meeting will be available at our offices at 12300 Liberty Boulevard,Englewood,Colorado 80112 for review by our stockholders for any purpose germane to the annual meeting for at least ten days prior to theannual meeting.If you have any

20、 questions with respect to accessing this list,please contact Liberty Broadband Investor Relationsat(844)826-8735.Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to beHeld on June 10,2024:our Notice of Annual Meeting of Stockholders,Proxy Stateme

21、nt and 2023Annual Report to Stockholders are available at .By order of the Board of Directors,Katherine C.JewellVice President and SecretaryEnglewood,ColoradoApril 24,2024WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,PLEASE VOTE PROMPTLY VIA TELEPHONE ORELECTRONICALLY VIA THE INTERNET.ALTERNA

22、TIVELY,PLEASE COMPLETE,SIGN AND RETURN THE PROXY CARD IFYOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS BY MAIL.Table of ContentsProxy Summary.1About Our Company.12023 Year In Review.1Voting Roadmap.3Sustainability Highlights.5Executive Compensation Highlights.8Proxy Statement for Annual Meeting of

23、Stockholders.8The Annual Meeting.9Notice and Access of Proxy Materials.9Electronic Delivery.9Time,Place and Date.9Purpose.10Quorum.10Who May Vote.10Votes Required.11Votes You Have.11Shares Outstanding.11Number of Holders.11Voting Procedures for Record Holders.11Voting Procedures for Shares Held in S

24、treetName.12Voting Procedures for Shares Held in the GCI401(K)Savings Plan.12Revoking a Policy.12Solicitation of Proxies.12Other Matters to be Voted on at the AnnualMeeting.13Stockholder Proposals.13Additional Information.13Proposal 1 The Election of DirectorsProposal.14Board of Directors Overview.1

25、4Vote and Recommendation.14Our Board at a Glance.15Director Skills and Experience.16Nominees for Election as Directors.17Directors Whose Term Expires in 2025.19Directors Whose Term Expires in 2026.21Corporate Governance.24Director Independence.24Board Composition.24Board Classification.24Board Diver

26、sity.25Board Leadership Structure.25Board Role in Risk Oversight.25Code of Ethics.26Family Relationships;Legal Proceedings.26Committees of the Board of Directors.26Board Criteria and Director Candidates.29Board Meetings.31Director Attendance at Annual Meetings.31Stockholder Communication with Direct

27、ors.31Executive Sessions.31Director Compensation.32Nonemployees Directors.32Director Compensation Table.34Proposal 2 The Auditors RatificationProposal.35Vote and Recommendation.35Audit Fees and All Other Fees.35Policy on Pre-Approval of Audit and PermissibleNon-Audit Services of Independent Auditor.

28、36Audit Committee Report.37Proposal 3 The Incentive Plan Proposal.38Vote and Recommendation.38Key Features of the 2024 Incentive Plan.38Liberty Broadband Corporation 2024 OmnibusIncentive Plan.39U.S.Federal Income Tax Consequences ofAwards Granted Under the 2024 Incentive Plan.42New Plan Benefits.43

29、Proposal 4 The Say-On-Pay Proposal.44Advisory Vote.44Vote and Recommendation.44Executive Officers.46Executive Compensation.47Compensation Discussion and Analysis.47Summary Compensation Table.60Executive Compensation Arrangements.62Grants of Plan-Based Awards.66Outstanding Equity Awards at Fiscal Yea

30、r-End.67Option Exercises and Stock Vested.68Potential Payments Upon Termination or Changein Control.69Benefits Payable Upon Termination or Change inControl.72Pay Versus Performance.74Equity Compensation Plan Information.78Security Ownership of Certain BeneficialOwners and Management.79Security Owner

31、ship of Certain BeneficialOwners.79Security Ownership of Management.82Hedging Disclosure.84Changes in Control.84Certain Relationships and Related PartyTransactions.85Exchange Agreement with John C.Malone.85Annex A:Liberty Broadband Corporation 2024Omnibus Incentive Plan.A-1Glossary of Defined Terms3

32、60networks360networks CorporationAristeiaAristeia Capital,L.L.C.Atlanta Braves HoldingsAtlanta Braves Holdings,Inc.BlackRockBlackRock,Inc.CharterCharter Communications,Inc.City NationalCity National BankDHCDiscovery Holding Company(predecessor of DiscoveryCommunications)DiscoveryDiscovery,Inc.(forme

33、rly Discovery Communications)(Warner Bros.Discovery s predecessor)Discovery CommunicationsDiscovery Communications,Inc.FMRFMR LLCFPRFPR Partners,LLCFW CookFrederic W.Cook&Co.,Inc.GCI LibertyGCI Liberty,Inc.LGILiberty Global,Inc.(LGP s predecessor)LGPLiberty Global plcLiberty BroadbandLiberty Broadba

34、nd CorporationLiberty ExpediaLiberty Expedia Holdings,Inc.Liberty MediaLiberty Media CorporationLiberty TripAdvisorLiberty TripAdvisor Holdings,Inc.Live NationLive Nation Entertainment,Inc.LMACLiberty Media Acquisition CorporationLMILiberty Media International,Inc.(LGI s predecessor)MicrosoftMicroso

35、ft CorporationOracleOracle CorporationQurate RetailQurate Retail,Inc.RBC CapitalRBC Capital Markets,LLCRBC CMARBC CMA LLCRBC DominionRBC Dominion Securities Inc.RBC TrustRBC Trust Company(Delaware)LimitedRochdaleCity National Rochdale,LLCSirius XMSirius XM Holdings Inc.SkyTelSkyTel Communications,In

36、c.TCITele-Communications,Inc.TripadvisorTripadvisor,Inc.VanguardThe Vanguard GroupWarner Bros.DiscoveryWarner Bros.Discovery,Inc.WhiteWaveWhiteWave Foods CompanyZillowZillow Group,Inc.Proxy SummaryThis summary highlights information contained elsewhere in this proxy statement.This summary does not c

37、ontain allinformation you should consider.Please read the entire proxy statement carefully before voting.What s new with this year s proxy statement?2023 Year in Review Voting Roadmap on pages 3-4 The Incentive Plan Proposal on page 38 Say-on-Pay Proposal on pages 44-45ABOUT OUR COMPANYLiberty Broad

38、band owns communications businesses providing a wide range of cable,data,wireless,video,voice,andmanaged services.Our principal asset is our ownership in Charter,the second largest cable operator in the United States.We also wholly own GCI,the largest communications provider in Alaska for over 40 ye

39、ars.2023 YEAR IN REVIEW Liberty Broadband received$394 million of proceeds from selling shares under Charter s buyback and usedproceeds to repurchase$227 million of our Series A and Series C common stock in 2023 Charter generated$54.6 billion revenue and$21.9 billion of adjusted EBITDA(1)for full ye

40、ar 2023 Charter continued to execute on a series of key strategic initiatives to expand and upgrade network infrastructure,with rural expansion pacing ahead of penetration and ROI targets and network evolution on course In 2023 Charter added 2.5 million mobile lines,up nearly 50%year-over-year,aided

41、 by SpectrumOne offering Charter launched innovative video product“Xumo”in partnership with Comcast In 2023,GCI grew revenue 1%to$981 million,generated operating income of$117 million,and grew adjustedOIBDA(1)1%to a record$361 million(1)For a definition of adjusted EBITDA as defined by Charter,as we

42、ll as a reconciliation of adjusted EBITDA to net income,seeCharter s Annual Report on Form 10-K for the year ended December 31,2023,filed with the Securities and Exchange Commission(the SEC)on February 2,2024.For a definition of adjusted OIBDA for GCI Holdings,LLC,as well as a reconciliation of adju

43、stedOIBDA to operating income,see our company s Current Report on Form 8-K furnished with the SEC on February 16,2024.PROXY SUMMARYLIBERTY BROADBAND CORPORATION/1Our Defining AttributesFORWARD-LOOKINGWe take advantage of the benefits and minimize the risksassociated with the digital transition in th

44、e industries inwhich we invest.NIMBLEWe structure our team to allow us to move quickly whenopportunities arise,and we can be creative in our dealstructures.FINANCIALLY SOPHISTICATEDWe have experience in mergers,divestitures,investing,capital deployment,credit analysis and setting capitalstructures.L

45、ONG-TERM FOCUSEDWe take a long-term,strategic view in our operatingbusinesses and are less concerned with short-term boutsof volatility.STOCKHOLDER CENTRICWe think like owners and are focused on long-term gains rather than short-term results.The compensation structure ofour management team is closel

46、y tied to the long-term performance of our stock.PROXY SUMMARY2/2024 PROXY STATEMENTVOTING ROADMAPProposal 1:Election of Directors Proposal(see page 14)OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEEThe Board of Directors recommends that you vote FOR each director nominee.These individualsbrin

47、g a range of relevant experiences and overall diversity of perspectives that is essential to goodgovernance and leadership of our company.See pages 14-23 for further information.OUR DIRECTOR NOMINEESJULIE D.FRISTDirector Since:2020Independent DirectorCommittee(s):Compensation(Co-Chair);Nominating an

48、d Corporate GovernanceMs.Frist s educational background,experience in the financial services industry and significant involvement in thenon-profit community give her beneficial insight and enable her to make valuable contributions as a member of ourBoard.J.DAVID WARGODirector Since:2015Independent D

49、irectorCommittee(s):Compensation(Co-Chair);AuditMr.Wargo s extensive background in investment analysis and management,experience as a public company boardmember and his particular expertise in finance and capital markets contribute to our Board s consideration of our capitalstructure,evaluation of i

50、nvestment,financial opportunities and strategies,and strengthen our Board s collectivequalifications,skills and attributes.CURRENT BOARD OF DIRECTORS AT A GLANCEINDEPENDENCE75%25%GENDER/DEMOGRAPHIC DIVERSITY PROXY SUMMARYLIBERTY BROADBAND CORPORATION/3BOARD AND CORPORATE GOVERNANCE HIGHLIGHTSEffecti

51、ve Independent OversightStrong Governance Practices 75%of our directors are independent Separate Chairman of the Board and Chief ExecutiveOfficer Executive sessions of independent directors heldwithout the participation of management Independent directors chair the audit,compensationand nominating a

52、nd corporate governance committees Ability to engage with independent consultants oradvisors No compensation committee interlocks orcompensation committee engagement in related partytransactions in 2023 Exchange agreement with our Chairman of the Board,as we believe it is in the best interests of ou

53、r companyand stockholders not to have a single stockholder withcontrol over greater than 50%of our aggregate votingpower.See“Certain Relationships and Related PartyTransactionsExchange Agreement with John C.Malone”100%director participation at 2023 meetings of theBoard and its committees Succession

54、planning Stockholder access to the director nomination process Corporate Governance Guidelines and Code ofBusiness Conduct and Ethics which are publishedonline Directors have unabridged access to seniormanagement and other company employees Anonymous“whistleblowing”channels for anyconcerns Well-esta

55、blished risk oversight process Leverages collaborative approach to enhancingsustainability practicesProposal 2:Auditors Ratification Proposal(see page 35)OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSALThe Board of Directors recommends that you vote FOR this proposal because KPMG LLP is anindependent f

56、irm with few ancillary services and reasonable fees,and has significant industry andfinancial reporting expertise.See pages 35-36 for further information.Proposal 3:The Incentive Plan Proposal(see page 38)OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSALThe Board of Directors recommends that you vote FO

57、R this proposal because we believe our futuresuccess depends on our ability to attract,motivate and retain high quality officers,employees,independent contractors and directors,and having the ability to provide incentive-basedcompensation awards is critical to that success.Our compensation philosoph

58、y seeks to align theinterests of our officers,employees,independent contractors and directors with those of ourstockholders,with the ultimate goal of appropriately motivating our executives to increase long-termstockholder value.See pages 38-43 for further information.Proposal 4:Say-on-Pay Proposal

59、see page 44)OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSALThe Board of Directors recommends that you vote FOR this proposal because the compensationstructure is aligned with our ultimate goal of appropriately motivating our executives to increaselong-term stockholder value.See pages 44-45 for further

60、 information.PROXY SUMMARY4/2024 PROXY STATEMENTSUSTAINABILITY HIGHLIGHTSAt Liberty Broadband,we believe that we can have the largest impact,and unlock the greatest value,through a collaborativeapproach to sustainability issues.This approach reflects a sustainability partnership across our company,L

61、iberty Media,Atlanta Braves Holdings,Qurate Retail and Liberty TripAdvisor,as well as with the portfolio of assets within each of thesepublic companies.This approach to sustainability is underpinned by four core values:EMPOWER ANDVALUE OURPEOPLECONTINUOUSPURSUIT OFEXCELLENCECREATEOPTIONALITY ANDBE N

62、IMBLEACTLIKEOWNERSPROXY SUMMARYLIBERTY BROADBAND CORPORATION/5By applying this mindset to sustainability,we leverage best practices,share resources,develop priorities and pursuesustainable long-term value creation at the Liberty level and across our portfolio of companies:Oversight andSupport Top-do

63、wn sustainability oversight across our portfolio of companies Board-level engagement on material sustainability issues Corporate Responsibility Committee,comprised of nearly 20 leaders from across ourcompany s departments,handles development and implementation of sustainabilitystrategy Active invest

64、or engagement to understand expectations Ongoing monitoring of industriessustainability best practices See“Corporate GovernanceBoard Role in Risk Oversight”Scale andSynergies Sustainability risk management and opportunity capture Annual sustainability summits for idea generation and best practice sh

65、aring Disclosure practices conveyed proactively,portfolio-wide ESG policy library as a resource for all companies Access to green energy investments and other opportunitiesPROXY SUMMARY6/2024 PROXY STATEMENTOur Sustainability Pillars:ENVIRONMENTAL STEWARDSHIPCOMMUNITY COMMITMENTWe recognize climate

66、change and adverse impacts onthe natural world are among the most pressingchallenges facing humanity today.Environmentalsustainability has implications for markets,and ourinvestors.Moreover,how we manage our environmentalimpact matters to our employees,our customers,ourbusiness partners,and our othe

67、r stakeholders.We are privileged to operate in many communities,andwe take seriously our role as a leader and partner within,and contributor to,these communities.Through the products and services we provide,ourcharitable giving and volunteerism,and our broadercommunity relations,we strive to connect

68、 with and serveour local communities,for the benefit of our employees,businesses,customers,and neighbors.TALENT&CULTUREETHICS&INTEGRITYWe believe that the ability to engage a dynamic andthoughtful workforce is key to creating value.Wenurture a company culture of diversity,equity,andinclusion where e

69、veryone can unlock their full potential,both at our company and across our portfolio ofbusinesses.Additionally,our focus on recruitment,development and succession planning,and fair laborpractices are key focal points of our human capitalstrategy.Our Board of Directors and leadership team lead withpr

70、inciple and integrity and expect each of our companiesto do the same.This means aligning their businessstrategies with the long-term interests of all theirstakeholders,including customers,employees,regulators,and the general public.PROXY SUMMARYLIBERTY BROADBAND CORPORATION/7EXECUTIVE COMPENSATION H

71、IGHLIGHTSCompensation PhilosophyOur compensation philosophy seeks to align the interests of the named executive officers with those of ourstockholders,with the ultimate goal of appropriately motivating our executives to increase long-termstockholder value.To that end,the compensation packages provid

72、ed to the named executive officers include significant performance-basedbonuses and significant equity incentive awards,including equity awards that vest multiple years after initial grant.WHAT WE DOWHAT WE DO NOT DO A significant portion of compensation is at-risk andperformance-based.Performance t

73、argets for our executives support thelong-term growth of our company.We have clawback provisions for equity-basedincentive compensation.We have stock ownership guidelines for our executiveofficers.Our compensation practices do not encourageexcessive risk taking.We do not provide tax gross-up payment

74、s inconnection with taxable income from perquisites.We do not engage in liberal share recycling.PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERSWe are furnishing this proxy statement in connection with the Board of Directorssolicitation of proxies for use at our 2024Annual Meeting of Stockholders

75、to be held at 8:15 a.m.,Mountain time,on June 10,2024 or at any adjournment orpostponement of the annual meeting.The annual meeting will be held via the Internet and will be a completely virtualmeeting of stockholders.You may attend the meeting,submit questions and vote your shares electronically du

76、ring themeeting via the Internet by visiting the annual meeting,we will ask youto consider and vote on the proposals described in the accompanying Notice of Annual Meeting of Stockholders.Theproposals are described in more detail in this proxy statement.We are soliciting proxies from holders of our

77、Series Acommon stock,par value$0.01 per share(LBRDA),Series B common stock,par value$0.01 per share(LBRDB),and ourSeries A Cumulative Redeemable Preferred Stock,par value$0.01 per share(LBRDP).The holders of our Series Ccommon stock,par value$0.01 per share(LBRDK),are not entitled to any voting powe

78、rs,except as required by Delawarelaw,and may not vote on the proposals to be presented at the annual meeting.We refer to LBRDA,LBRDB and LBRDPtogether as our voting stock.We refer to our voting stock together with LBRDK as our capital stock.PROXY SUMMARY8/2024 PROXY STATEMENTThe Annual MeetingNOTICE

79、 AND ACCESS OF PROXY MATERIALSWe have elected,in accordance with the SEC“Notice and Access”rule,to deliver a Notice of Internet Availability of ProxyMaterials(the Notice)to our stockholders and to post our proxy statement and our annual report to our stockholders(collectively,the proxy materials)ele

80、ctronically.The Notice is first being mailed to our stockholders on or about April 29,2024.The proxy materials will first be made available to our stockholders on or about the same date.The Notice instructs you how to access and review the proxy materials and how to submit your proxy via the Interne

81、t.TheNotice also instructs you how to request and receive a paper copy of the proxy materials,including a proxy card orvoting instruction form,at no charge.We will not mail a paper copy of the proxy materials to you unless specifically requestedto do so.The Notice is not a form for voting and presen

82、ts only an overview of the more complete proxy materials,whichcontain important information and are available to you on the Internet or by mail.We encourage you to access and reviewthe proxy materials before voting.Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting

83、 of Stockholders to beHeld on June 10,2024:our Notice of Annual Meeting of Stockholders,Proxy Statement and 2023Annual Report to Stockholders are available at .We have adopted a procedure,approved by the SEC,called“householding.”Under this procedure,stockholders of recordwho have the same address an

84、d last name and did not receive a Notice of Internet Availability or otherwise receive theirproxy materials electronically will receive only one copy of this Proxy Statement,unless we are notified that one or more ofthese stockholders wishes to continue receiving individual copies.This procedure wil

85、l reduce our printing costs andpostage fees.If you are eligible for householding,but you and other stockholders of record with whom you share an address currentlyreceive multiple copies of this Proxy Statement or if you hold our voting stock in more than one account,and in either caseyou wish to rec

86、eive only a single copy of each of these documents for your household,please contact BroadridgeFinancial Solutions,Inc.by writing to Broadridge Financial Solutions,Inc.,Attn:Householding Department,51 MercedesWay,Edgewood,New York 11717 or by calling,toll-free in the United States,1-866-540-7095.If

87、you participate inhouseholding and wish to receive a separate copy of this Proxy Statement or if you do not wish to continue to participatein householding and prefer to receive separate copies of these documents in the future,please contact Broadridge FinancialSolutions,Inc.as indicated above.ELECTR

88、ONIC DELIVERYRegistered stockholders may elect to receive future notices and proxy materials by e-mail.To sign up for electronicdelivery,go to .Stockholders who hold shares through a bank,brokerage firm or other nominee maysign up for electronic delivery when voting by Internet at by following the p

89、rompts.Also,stockholderswho hold shares through a bank,brokerage firm or other nominee may sign up for electronic delivery by contacting theirnominee.Once you sign up,you will not receive a printed copy of the notices and proxy materials,unless you requestthem.If you are a registered stockholder,you

90、 may suspend electronic delivery of the notices and proxy materials at anytimebycontactingourtransferagent,Broadridge,at(888)789-8745(outsidetheUnitedStates(303)562-9277).Stockholderswho hold shares through a bank,brokerage firm or other nominee should contact their nominee to suspend electronicdeli

91、very.TIME,PLACE AND DATEThe annual meeting of stockholders is to be held at 8:15 a.m.,Mountain time,on June 10,2024.The annual meeting willbe held via the Internet and will be a completely virtual meeting of stockholders.You may attend the meeting,submitquestions and vote your shares electronically

92、during the meeting via the Internet by enter the annual meeting,you will need the 16-digit control numberTHE ANNUAL MEETINGLIBERTY BROADBAND CORPORATION/9that is printed on your Notice or proxy card.We recommend logging in at least fifteen minutes before the meeting toensure that you are logged in w

93、hen the meeting starts.Online check-in will start shortly before the meeting on June 10,2024.TECHNICAL DIFFICULTIES VOTING DURING THE ANNUAL MEETING.If during the check-in time or during the annualmeeting you have technical difficulties or trouble accessing the applicable virtual meeting website Bro

94、adridge CorporateIssuer Solutions,Inc.will have technicians ready to assist you with any individual technical difficulties you may have accessingthe virtual meeting website.If you encounter any difficulties accessing the virtual meeting website during the check-in ormeeting time for the annual meeti

95、ng,please call the technical support number that will be posted on the virtual meetingwebsite log-in page at Liberty Broadband experiences technicaldifficulties during the annual meeting(e.g.,a temporary or prolonged power outage),it will determine whether the annualmeeting can be promptly reconvene

96、d(if the technical difficulty is temporary)or whether the annual meeting will need to bereconvened on a later day(if the technical difficulty is more prolonged).In any such situation,Liberty Broadband willpromptly notify stockholders of the decision via the annual meeting,you will be asked to consid

97、er and vote on each of the following:the election of directors proposal,to elect Julie D.Frist and J.David Wargo to continue serving as Class I membersof our Board until the 2027 annual meeting of stockholders or their earlier resignation or removal;the auditors ratification proposal,to ratify the s

98、election of KPMG LLP as our independent auditors for the fiscal yearending December 31,2024;the incentive plan proposal,to adopt the Liberty Broadband Corporation 2024 Omnibus Incentive Plan;and the say-on-pay proposal,to approve,on an advisory basis,the compensation of our named executive officers

99、asdescribed in this proxy statement under the heading“Executive Compensation”.You may also be asked to consider and vote on such other business as may properly come before the annual meeting,although we are not aware at this time of any other business that might come before the annual meeting.Recomm

100、endation of Our Board of DirectorsOur Board of Directors has unanimously approved each of the proposals for inclusion in the proxymaterials and recommends that you vote FOR the election of each director nominee,FOR theauditors ratification proposal,FOR the incentive plan proposal and FOR the say-on-

101、pay proposal.QUORUMIn order to conduct the business of the annual meeting,a quorum must be present.This means that the holders of atleast a majority of the aggregate voting power represented by the shares of our voting stock outstanding on the recorddate(as defined below)and entitled to vote at the

102、annual meeting must be represented at the annual meeting either inperson or by proxy.Virtual attendance at the annual meeting constitutes presence in person for purposes of a quorum at themeeting.For purposes of determining a quorum,your shares will be included as represented at the meeting even if

103、youindicate on your proxy that you abstain from voting.If a broker,who is a record holder of shares,indicates on a form of proxythat the broker does not have discretionary authority to vote those shares on a particular proposal or proposals,or ifthose shares are voted in circumstances in which proxy

104、 authority is defective or has been withheld,those shares(brokernon-votes)will nevertheless be treated as present for purposes of determining the presence of a quorum.See“VotingProcedures for Shares Held in Street NameEffect of Broker Non-Votes”below.WHO MAY VOTEHolders of shares of LBRDA,LBRDB and

105、LBRDP,as recorded in our stock register as of 5:00 p.m.,New York City time,on April 16,2024(such date and time,the record date for the annual meeting),will be entitled to notice of the annualmeeting and to vote at the annual meeting or any adjournment or postponement thereof.THE ANNUAL MEETING10/202

106、4 PROXY STATEMENTVOTES REQUIREDEach director nominee who receives a plurality of the combined voting power of the outstanding shares of our votingstock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors atthe annual meeting,voting togeth

107、er as a single class,will be elected to office.Approval of each of the auditors ratification proposal,the incentive plan proposal and the say-on-pay proposal requiresthe affirmative vote of a majority of the combined voting power of the outstanding shares of our voting stock that are presentin perso

108、n or by proxy,and entitled to vote at the annual meeting,voting together as a single class.Virtual attendance at the annual meeting constitutes presence in person for purposes of each required vote.VOTES YOU HAVEAt the annual meeting,holders of shares of LBRDA will have one vote per share,holders of

109、 shares of LBRDB will haveten votes per share,and holders of shares of LBRDP will have one-third of one vote per share,in each case,that our recordsshow are owned as of the record date.Holders of LBRDK shares will not be eligible to vote at the annual meeting.SHARES OUTSTANDINGAs of the record date,

110、7,183,812 shares of LBRDA,2,023,432 shares of LBRDB and 18,235,286 shares of LBRDP wereissued and outstanding and entitled to vote at the annual meeting.NUMBER OF HOLDERSThere were,as of the record date,597,72 and 632 record holders of LBRDA,LBRDB and LBRDP,respectively(whichamounts do not include t

111、he number of stockholders whose shares are held of record by banks,brokers or other nominees,but include each such institution as one holder).VOTING PROCEDURES FOR RECORD HOLDERSHolders of record of LBRDA,LBRDB and LBRDP as of the record date may vote via the Internet at the annual meeting orprior t

112、o the annual meeting by telephone or through the Internet.Alternatively,if they received a paper copy of the proxymaterials by mail,they may give a proxy by completing,signing,dating and returning the proxy card by mail.Holders of record may vote their shares electronically during the meeting via th

113、e Internet by enter the annual meeting,holders will need the 16-digit controlnumber that is printed on their Notice or proxy card.We recommend logging in at least fifteen minutes before the meetingto ensure that they are logged in when the meeting starts.Online check-in will start shortly before the

114、 meeting on June 10,2024.Instructions for voting prior to the annual meeting by using the Internet are printed on the Notice or the proxy card.In orderto vote prior to the annual meeting through the Internet,holders should have their Notices or proxy cards available sothey can input the required inf

115、ormation from the Notice or proxy card,and log onto the Internet website address shown onthe Notice or proxy card.When holders log onto the Internet website address,they will receive instructions on how tovote their shares.Unless subsequently revoked,shares of our voting stock represented by a proxy

116、 submitted as describedherein and received at or before the annual meeting will be voted in accordance with the instructions on the proxy.YOUR VOTE IS IMPORTANT.It is recommended that you vote by proxy even if you plan to attend the annual meeting.You may change your vote at the annual meeting.If yo

117、u submit a properly executed proxy without indicating any voting instructions as to a proposal enumerated in theNotice of Annual Meeting of Stockholders,the shares represented by the proxy will be voted“FOR”the election of eachdirector nominee and“FOR”each of the auditors ratification proposal,the i

118、ncentive plan proposal and the say-on-payproposal.THE ANNUAL MEETINGLIBERTY BROADBAND CORPORATION/11If you submit a proxy indicating that you abstain from voting as to a proposal,it will have no effect on the election ofdirectors proposal and will have the same effect as a vote“AGAINST”each of the o

119、ther proposals.If you do not submit a proxy or you do not vote at the annual meeting,your shares will not be counted as present andentitled to vote for purposes of determining a quorum,and your failure to vote will have no effect on determining whetherany of the proposals are approved(if a quorum is

120、 present).VOTING PROCEDURES FOR SHARES HELD IN STREET NAMEGENERALIf you hold your shares in the name of a broker,bank or other nominee,you should follow the instructions provided byyour broker,bank or other nominee when voting your shares or to grant or revoke a proxy.The rules and regulations of th

121、eNew York Stock Exchange and The Nasdaq Stock Market LLC(Nasdaq)prohibit brokers,banks and other nomineesfrom voting shares on behalf of their clients without specific instructions from their clients with respect to numerous matters,including,in our case,the election of directors proposal,the incent

122、ive plan proposal and the say-on-pay proposal,eachas described in this proxy statement.Accordingly,to ensure your shares held in street name are voted on these matters,weencourage you to provide promptly specific voting instructions to your broker,bank or other nominee.EFFECT OF BROKER NON-VOTESBrok

123、er non-votes are counted as shares of our voting stock present and entitled to vote for purposes of determining aquorum but will have no effect on any of the proposals.You should follow the directions your broker,bank or other nomineeprovides to you regarding how to vote your shares of LBRDA,LBRDB a

124、nd LBRDP or how to change your vote or revokeyour proxy.VOTING PROCEDURES FOR SHARES HELD IN THE GCI 401(K)SAVINGS PLANIf you hold LBRDP shares through your account in the GCI 401(k)Plan,the trustee for such plan is required to vote yourshares as you specify.To allow sufficient time for the trustee

125、to vote your shares,your voting instructions must be receivedby 11:59 p.m.,New York City time,on June 5,2024.To vote such shares,please follow the instructions provided by thetrustee for such plan.REVOKING A PROXYIf you submitted a proxy prior to the start of the annual meeting,you may change your v

126、ote by attending the annualmeeting online and voting via the Internet at the annual meeting or by delivering a signed proxy revocation or a new signedproxy with a later date to Vote Processing,c/o Broadridge,51 Mercedes Way,Edgewood,NY 11717.Any signed proxyrevocation or new signed proxy must be rec

127、eived before the start of the annual meeting.In addition,you may change yourvote through the Internet or by telephone(if you originally voted by the corresponding method)not later than 11:59 p.m.,New York City time,on June 9,2024 if your shares are held directly or 11:59 p.m.,New York City time,on J

128、une 5,2024 if youhold LBRDP shares through your account in the GCI 401(k)Plan.Your attendance at the annual meeting will not,by itself,revoke a prior vote or proxy from you.If your shares are held in an account by a broker,bank or other nominee,you should contact your nominee to change yourvote or r

129、evoke your proxy.SOLICITATION OF PROXIESWe are soliciting proxies by means of our proxy materials on behalf of our Board of Directors.In addition to this mailing,our employees may solicit proxies personally or by telephone.We pay the cost of soliciting these proxies.We also reimbursebrokers and othe

130、r nominees for their expenses in sending the Notice and,if requested,the proxy materials to you andgetting your voting instructions.THE ANNUAL MEETING12/2024 PROXY STATEMENTIf you have any further questions about voting or attending the annual meeting,please contact Liberty Broadband InvestorRelatio

131、ns at(844)826-8735 or Broadridge at(888)789-8745(outside the United States(303)562-9277).OTHER MATTERS TO BE VOTED ON AT THE ANNUAL MEETINGOur Board of Directors is not currently aware of any business to be acted on at the annual meeting other than that whichis described in the Notice and this proxy

132、 statement.If,however,other matters are properly brought to a vote at the annualmeeting,the persons designated as proxies will have discretion to vote or to act on these matters according to their bestjudgment.In the event there is a proposal to adjourn or postpone the annual meeting,the persons des

133、ignated as proxies willhave discretion to vote on that proposal.STOCKHOLDER PROPOSALSThis proxy statement relates to our annual meeting of stockholders for the calendar year 2024 which will take place onJune 10,2024.Based solely on the date of our 2024 annual meeting and the date of this proxy state

134、ment,(i)a stockholderproposal must be submitted in writing to our Corporate Secretary and received at our executive offices at 12300 LibertyBoulevard,Englewood,Colorado 80112,by the close of business on December 30,2024 in order to be eligible for inclusionin our proxy materials for the annual meeti

135、ng of stockholders for the calendar year 2025(the 2025 annual meeting),and(ii)a stockholder proposal,or any nomination by stockholders of a person or persons for election to the Board of Directors,must be received at our executive offices at the foregoing address not earlier than March 12,2025 and n

136、ot later thanApril 11,2025 to be considered for presentation at the 2025 annual meeting.We currently anticipate that the 2025 annualmeeting will be held during the second quarter of 2025.If the 2025 annual meeting takes place more than 30 daysbefore or 30 days after June 10,2025(the anniversary of t

137、he 2024 annual meeting),a stockholder proposal,or anynomination by stockholders of a person or persons for election to the Board of Directors,will instead be required to bereceived at our executive offices at the foregoing address not later than the close of business on the tenth day following thefi

138、rst day on which notice of the date of the 2025 annual meeting is communicated to stockholders or public disclosure ofthe date of the 2025 annual meeting is made,whichever occurs first,in order to be considered for presentation at the 2025annual meeting.In addition,to comply with the universal proxy

139、 rules,stockholders who intend to solicit proxies in supportof director nominees other than Liberty Broadband nominees must provide notice that sets forth the information required byRule 14a-19 under the Securities Exchange Act of 1934,as amended(the Exchange Act),no later than April 11,2025.All sto

140、ckholder proposals for inclusion in our proxy materials will be subject to the requirements of the proxy rules adoptedunder the Exchange Act,our charter and bylaws and Delaware law.ADDITIONAL INFORMATIONWe file periodic reports,proxy materials and other information with the SEC.You may inspect such

141、filings on the Internetwebsite maintained by the SEC at www.sec.gov.Additional information can also be found on our website .Information contained on any website referenced in this proxy statement is not incorporatedby reference in this proxy statement.If you would like to receive a copy of our Annu

142、al Report on Form 10-K for the yearended December 31,2023(the 2023 Form 10-K),which was filed on February 16,2024 with the SEC,or any of theexhibits listed therein,please call or submit a request in writing to Investor Relations,Liberty BroadbandCorporation,12300 Liberty Boulevard,Englewood,Colorado

143、 80112,Tel.No.(844)826-8735,and we will provideyou with the 2023 Form 10-K without charge,or any of the exhibits listed therein upon the payment of a nominalfee(which fee will be limited to the expenses we incur in providing you with the requested exhibits).THE ANNUAL MEETINGLIBERTY BROADBAND CORPOR

144、ATION/13Proposal 1 The Election of DirectorsProposalBOARD OF DIRECTORS OVERVIEWWe are asking our stockholders to elect Julie D.Frist and J.DavidWargo to continue serving as Class I members of our Board until the2027 annual meeting of stockholders or their earlier resignation orremoval.Our Board of D

145、irectors currently consists of eight directors,divided amongthree classes.Our Class I directors,whose term will expire at the annualmeeting,are Julie D.Frist and J.David Wargo.These directors arenominated for election to our Board to continue to serve as Class I directors,and we have been informed t

146、hat each of Ms.Frist and Mr.Wargo arewilling to continue serving as a director of our company.The term of theClass I directors who are elected at the annual meeting will expire at the annual meeting of our stockholders in the year2027.Our Class II directors,whose term will expire at the annual meeti

147、ng of our stockholders in the year 2025,areRichard R.Green,Sue Ann R.Hamilton and Gregory B.Maffei.Our Class III directors,whose term will expire at the annualmeeting of our stockholders in the year 2026,are Gregg L.Engles,John C.Malone and John E.Welsh III.If any nominee should decline election or

148、should become unable to serve as a director of our company for any reasonbefore election at the annual meeting,votes will be cast by the persons appointed as proxies for a substitute nominee,ifany,designated by the Board of Directors.The following lists the two nominees for election as directors at

149、the annual meeting and the six directors of our companywhose term of office will continue after the annual meeting,and includes as to each person how long such person has beena director of our company,such person s professional background,other public company directorships and other factorsconsidere

150、d in the determination that such person possesses the requisite qualifications and skills to serve as a member ofour Board of Directors.For additional information on our Board s evaluation of director candidates or incumbent directorsseeking re-election,see“Corporate GovernanceBoard Criteria and Dir

151、ector Candidates.”The number of shares of ourcapital stock beneficially owned by each director is set forth in this proxy statement under the caption“Security Ownershipof Certain Beneficial Owners and Management.”The members of our nominating and corporate governance committee have determined that M

152、s.Frist and Mr.Wargo,whoare nominated for election at the annual meeting,continue to be qualified to serve as directors of our company and suchnominations were approved by the entire Board of Directors.VOTE AND RECOMMENDATIONA plurality of the combined voting power of the outstanding shares of our v

153、oting stock present in person or represented byproxy at the annual meeting and entitled to vote on the election of directors at the annual meeting,voting together as asingle class,is required to elect each of Julie D.Frist and J.David Wargo as a Class I member of our Board of Directors.OUR BOARD REC

154、OMMENDS A VOTE FOR EACH DIRECTOR NOMINEEThe Board of Directors recommends that you vote FOR each director nominee.These individualsbring a range of relevant experiences and overall diversity of perspectives that is essential to goodgovernance and leadership of our company.What am I beingasked to vot

155、e onand how should Ivote?PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSAL14/2024 PROXY STATEMENTOUR BOARD AT A GLANCECommittee MembershipsName and Principal OccupationDirectorSinceExecutiveCompensationNominating&CorporateGovernanceAuditNon-Liberty PublicBoard Directorships(1)Class I directors who will

156、stand for election this yearJULIE D.FRIST2020CMJ.DAVID WARGO2015CM2Class II directors who will stand for election in 2025RICHARD R.GREEN2014MC1SUE ANN R.HAMILTON2020MC1GREGORY B.MAFFEI2014M1Class III directors who will stand for election in 2026GREGG L.ENGLES2020MM1JOHN C.MALONE(BOARD CHAIRMAN)2014M

157、2JOHN E.WELSH III2014MC(1)Does not include service on the Board of Directors of Liberty Media,Qurate Retail,Liberty TripAdvisor,Atlanta Braves Holdings,Sirius XM,Tripadvisor,Charter or Live Nation.See“Corporate GovernanceBoard Criteria and Director CandidatesOutsideCommitments.”C=ChairpersonM=Member

158、=IndependentINDEPENDENCE75%132250s60s70s80s70.1 AVERAGEAGE25%GENDER/DEMOGRAPHIC DIVERSITY PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSALLIBERTY BROADBAND CORPORATION/15DIRECTOR SKILLS AND EXPERIENCETELECOMMUNICATIONSOPERATIONS AND MANAGEMENTSTRATEGIC OVERSIGHTSUSTAINABILITYRISK MANAGEMENTACCOUNTING&F

159、INANCEEXECUTIVE LEADERSHIPPUBLIC BOARD 75%75%100%100%100%100%100%100%PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSAL16/2024 PROXY STATEMENTNOMINEES FOR ELECTION AS DIRECTORSJulie D.FristDirector Since:March 2020Age:53Committees:Compensation(Co-Chair);Nominating andCorporate GovernanceIndependent Direc

160、torMs.Frist s educational background,experience in the financial services industry and significant involvement in the non-profitcommunity give her beneficial insight and enable her to make valuable contributions as a member of our Board.Professional Background:Vice-Chair of CapStar Financial Holding

161、s,Inc.fromDecember 2015 and a director of CapStar Bank from itsfounding in 2008 until May 2020 Various positions with the Investment Banking Division(Corporate Finance)and the Private Client Group ofGoldman Sachs between 1993 and 1998 Vice President of Bruckmann,Rosser,Sherrill&Co.,aNew York-based p

162、rivate equity firm,from 1998 to 2000 Serves on several non-profit Boards including The FristFoundation Advisory Board Member of the Yale Institute for GlobalHealth Member of the Board of Dean s Advisors at the HarvardBusiness School Member of the City of Belle Meade Finance and BudgetCommittee Forme

163、r Board member of Teach for AmericaNashvilleand the American Red Cross(Nashville Chapter)and theCommunity Foundation of Middle Tennessee Former trustee of St.Paul s School in Concord,NewHampshire and the Ensworth School in Nashville,TennesseePublic Company Directorships:NoneFormer Public Company Dir

164、ectorships:CapStar Bank(2008 May 2020)PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSALLIBERTY BROADBAND CORPORATION/17J.David WargoDirector Since:March 2015Age:70Committees:Compensation(Co-Chair);AuditIndependent DirectorMr.Wargo s extensive background in investment analysis and management,experience a

165、s a public company board member andhis particular expertise in finance and capital markets contribute to our Board s consideration of our capital structure,evaluationof investment,financial opportunities and strategies,and strengthen our Board s collective qualifications,skills and attributes.Profes

166、sional Background:Founder of Wargo&Company,Inc.,a private companyspecializing in investing in the communications industry,and has served as its president since 1993 Co-founder and was a member of New Mountain Capital,LLC from 2000 to 2008 Managing Director and senior analyst of The PutnamCompanies f

167、rom 1989 to 1992 Senior Vice President and a Partner in Marble ArchPartners from 1985 to 1989 Senior Analyst,Assistant Director of Research and aPartner in Slate Street Research and ManagementCompany from 1978 to 1985Public Company Directorships:Liberty TripAdvisor(August 2014 present)Non-Liberty Pu

168、blic Company Directorships:LGP(June 2013 present)Vobile Group Limited(January 2018 present)Former Public Company Directorships:Discovery(September 2008 April 2022)LGI(June 2005 June 2013)LMI(May 2004 June 2005)DHC(May 2005 September 2008)Strategic Education,Inc.(formerly Strayer Education,Inc.)(Marc

169、h 2001 April 2019)PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSAL18/2024 PROXY STATEMENTDIRECTORS WHOSE TERM EXPIRES IN 2025Richard R.GreenDirector Since:November 2014Age:86Committees:Nominating and Corporate Governance(Co-Chair);CompensationIndependent DirectorDr.Green brings to the Board his extensi

170、ve professional and executive background and his particular knowledge and experiencein the complex and rapidly changing field of technology for broadband communications services,which contributes to ourcompany s evaluation of technological initiatives and challenges and strengthens the Board s colle

171、ctive qualifications,skills andattributes.Professional Background:President and Chief Executive Officer of CableLabsforover 20 years,before retiring in December 2009 Senior Vice President at PBS from 1984 to 1988 and adirector of CBS s Advanced Television TechnologyLaboratory from 1980 to 1983 Direc

172、tor of Jones/NCTI,a Jones Knowledge Company,aworkforce performance solutions company for individualsand broadband companiesPublic Company Directorships:LGP and its predecessors(December 2008 present)Former Public Company Directorships:GCI Liberty(March 2018 December 2020)Shaw Communications,Inc.(201

173、0 May 2023)Sue Ann R.HamiltonDirector Since:December 2020Age:63Committees:Nominating and Corporate Governance(Co-Chair);CompensationIndependent DirectorAs a result of her extensive Board service and management experience,and her work advising and representing major mediaand technology companies,Ms.H

174、amilton brings to our Board significant leadership,oversight and consulting skills,as well asexperience in the media,technology and legal fields.Professional Background:Principal of the consultancy Hamilton Media LLC since2007 Executive Vice President-Distribution and BusinessDevelopment for AXS TV

175、LLC,a partnership betweenfounder Mark Cuban,AEG,Ryan Seacrest Media,CreativeArtists Agency and CBS,from September 2007 until thesale of the company in September 2019 Represents The Mark Cuban Companies/Radical Venturesas Board observer for Philo,Inc.,a privately heldtechnology company,since July 201

176、3 Executive Vice PresidentProgramming and Senior VicePresidentProgramming for Charter from 2003 to 2007 Held numerous management positions at AT&T BroadbandLLC and its predecessor,TCI,dating back to 1993 Former partner at the law firm Kirkland&Ellis,specializingin complex commercial transactions J.D

177、.degree from Stanford Law School,where she wasAssociate Managing Editor of the Stanford Law Reviewand Editor of the Stanford Journal of International Law.Magna cum laude graduate of Carleton College inNorthfield,MinnesotaPublic Company Directorships:Universal Electronics,Inc.(November 2019 present)F

178、ormer Public Company Directorships:GCI Liberty(March 2018 December 2020)FTD Companies,Inc.(December 2014 August 2019)PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSALLIBERTY BROADBAND CORPORATION/19Gregory B.MaffeiPresident and Chief Executive OfficerDirector Since:June 2014Age:63Committees:ExecutiveMr.

179、Maffei brings to our Board significant financial and operational experience based on his senior policy making positions at ourcompany,Qurate Retail,Liberty Media,Atlanta Braves Holdings and Liberty TripAdvisor,and his previous executive positionsat GCI Liberty,Oracle,360networks and Microsoft,as wel

180、l as his public company board experience.He provides our Board withexecutive leadership perspective on the strategic planning for,and operations and management of,large public companies and riskmanagement principles.Professional Background:President and Chief Executive Officer of our companysince Ju

181、ne 2014 President and Chief Executive Officer of Liberty Mediasince May 2007 President and Chief Executive Officer of LibertyTripAdvisor since July 2013 President and Chief Executive Officer of Atlanta BravesHoldings since December 2022 President and Chief Executive Officer of LMAC fromNovember 2020

182、 until its liquidation and dissolution inDecember 2022 President and Chief Executive Officer of GCI Liberty fromMarch 2018 until its combination with our company inDecember 2020 President and Chief Executive Officer of Qurate Retail fromFebruary 2006 to March 2018,having served as itsCEO-Elect from

183、November 2005 through February 2006;Chairman of the Board of Qurate Retail since March 2018 Previously President and Chief Financial Officer of OracleCorporation,Chairman,President and Chief ExecutiveOfficer of 360networks,and Chief Financial Officer ofMicrosoftPublic Company Directorships:Atlanta B

184、raves Holdings(December 2022 present;Chairman of the Board,July 2023 present)Liberty Media(May 2007 present)Sirius XM(March 2009 present,Chairman of the BoardApril 2013 present)Live Nation(February 2011 present;Chairman of theBoard,March 2013 present)Qurate Retail(November 2005 present;Chairman of t

185、heBoard,March 2018 present)Liberty TripAdvisor(July 2013 present;Chairman of theBoard,June 2015 present)Tripadvisor(Chairman of the Board,February 2013 present)Charter(May 2013 present)Non-Liberty Public Company Directorships:Zillow(February 2015 present)Former Public Company Directorships:LMAC(Nove

186、mber 2020 December 2022;Chairman ofthe Board,April 2021 December 2022)GCI Liberty(March 2018 December 2020)Zillow,Inc.(Zillow s predecessor)(May 2005 February 2015)DIRECTV(including predecessors)(February 2008 June 2010)Electronic Arts,Inc.(June 2003 July 2013)Barnes&Noble,Inc.(September 2011 April

187、2014)STARZ(Chairman of the Board,January 2013 December 2016)Pandora Media,Inc.(September 2017 February 2019)PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSAL20/2024 PROXY STATEMENTDIRECTORS WHOSE TERM EXPIRES IN 2026Gregg L.EnglesDirector Since:December 2020Age:66Committees:Audit;Nominating and Corporat

188、e GovernanceIndependent DirectorMr.Engles offers our Board significant operational experience gained through his senior leadership positions at WhiteWave andother large public companies.He provides our Board with executive leadership perspective on the operations and management ofpublic companies,wh

189、ich assists our Board in evaluating strategic opportunities.Professional Background:Founder and partner of Capitol Peak Partners sinceAugust 2017 Chairman of the Board and Chief Executive Officer ofWhiteWave from October 2012 until its acquisition byDanone in April 2017 Chief Executive Officer of De

190、an Foods Company,WhiteWave s former parent company,from April 1996 untilWhiteWave s initial public offering in October 2012Public Company Directorships:Chipotle Mexican Grill,Inc.(July 2020 present)Former Public Company Directorships:GCI Liberty(March 2018 December 2020)Danone(April 2017 December 20

191、20)Liberty Expedia(November 2016 July 2019)Dean Foods Company(Chairman,April 1996 July 2013;Vice-Chairman,January 2002 May 2002)Treehouse Foods,Inc.(June 2005 May 2008)PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSALLIBERTY BROADBAND CORPORATION/21John C.MaloneChairman of the BoardDirector Since:Novemb

192、er 2014Age:83Committees:ExecutiveMr.Malone,as President of TCI,co-founded Liberty Media s predecessor and is considered one of the preeminent figures in themedia and telecommunications industry.He is well known for his sophisticated problem solving and risk assessment skills.Professional Background:

193、Chairman of the Board of our company sinceNovember 2014 Chairman of the Board of Qurate Retail from its inceptionin 1994 until March 2018 and served as Qurate Retail sChief Executive Officer from August 2005 to February 2006 Chairman of the Board of TCI from November 1996 untilMarch 1999,when it was

194、 acquired by AT&T Corp.,andChief Executive Officer of TCI from January 1994 toMarch 1997Public Company Directorships:Qurate Retail(1994 present;Chairman of the Board,1994 March 2018)Liberty Media(December 2010 present;Chairman of theBoard,August 2011 present)Non-Liberty Public Company Directorships:

195、Warner Bros.Discovery(April 2022 present)LGP(Chairman of the Board,June 2013 present)Former Public Company Directorships:GCI Liberty(Chairman of the Board,March 2018 December 2020)Liberty Expedia(Chairman,November 2016 July 2019)Liberty Latin America Ltd.(December 2017 December 2019)Discovery(Septem

196、ber 2008 April 2022)DHC(March 2005 September 2008;Chairman of theBoard,May 2005 September 2008)LGI(Chairman of the Board,June 2005 June 2013)LMI(March 2004 June 2005)UnitedGlobalCom,Inc.(June 2005 January 2022)Lions Gate Entertainment Corp.(March 2015 September 2018)Charter(May 2013 July 2018)Expedi

197、a,Inc.(August 2005 November 2012;December 2012 December 2017)Liberty TripAdvisor(August 2014 June 2015)Sirius XM(April 2009 May 2013)Ascent Capital Group,Inc.(January 2010 September 2012)Live Nation(January 2010 February 2011)DIRECTV(including predecessors)(Chairman of theBoard,February 2008 June 20

198、10)IAC/InterActiveCorp(May 2006 June 2010)PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSAL22/2024 PROXY STATEMENTJohn E.Welsh IIIDirector Since:November 2014Age:73Committees:Audit(Chair);Nominating and CorporateGovernanceIndependent DirectorMr.Welsh brings to the Board a strong financial background in

199、investment banking and investment management and his experienceas an audit committee member of Integrated Electrical Services Corp.In addition to possessing strong leadership andcollaboration skills,Mr.Welsh has substantial experience involving the management and operation of technology companies.He

200、is also an important resource with respect to the financial services firms that our company may engage from time to time.Professional Background:President of Avalon Capital Partners LLC,an investmentfirm,since 2002 Director of CIP Management LLC from October 2000 toDecember 2002 Managing Director an

201、d Vice-Chairman of the Board ofSkyTel from 1992 to 1999 Managing Director of Investment Banking of PrudentialSecurities,Inc.and Co-Head of the Mergers andAcquisitions Department prior to 1992Public Company Directorships:NoneFormer Public Company Directorships:LMAC(January 2021 December 2022)General

202、Cable Corp.(1997 June 2018;Chairman,August 2001 June 2018)Spreckels Industries,Inc.(1996 2000)York International,Inc.(1996 2000)Integrated Electrical Services Corp.(2006 2013)SkyTel(Vice-Chariman,1992 1999)PROPOSAL 1 THE ELECTION OF DIRECTORS PROPOSALLIBERTY BROADBAND CORPORATION/23Corporate Governa

203、nceDIRECTOR INDEPENDENCEIt is our policy that a majority of the members of our Board of Directors be independent of our management.For adirector to be deemed independent,our Board of Directors must affirmatively determine that the director has no direct orindirect material relationship with us.To as

204、sist our Board of Directors in determining which of our directors qualify asindependent for purposes of Nasdaq rules as well as applicable rules and regulations adopted by the SEC,the nominatingand corporate governance committee of our Board of Directors follows Nasdaq s corporate governance rules o

205、n the criteriafor director independence.Our Board of Directors has determined that each of Gregg L.Engles,Julie D.Frist,Richard R.Green,Sue Ann R.Hamilton,J.David Wargo and John E.Welsh III qualifies as an independent director of our company.BOARD COMPOSITIONAs described above under“Proposal 1The El

206、ection of Directors Proposal,”our Board is comprised of directors with abroad range of backgrounds and skill sets,including in media and telecommunications,science and technology,venturecapital,investment banking,auditing and financial engineering.For more information on our policies with respect to

207、 Boardcandidates,see“Board Criteria and Director Candidates”below.BOARD CLASSIFICATIONAs described above under“Proposal 1The Election of Directors Proposal,”our Board of Directors currently consists ofeight directors,divided among three classes.Our Board believes that its current classified structur

208、e,with directors servingfor three-year terms,is the appropriate Board structure for our company at this time and is in the best interests of ourstockholders for the following reasons.LONG-TERM FOCUS&ACCOUNTABILITYOur Board believes that a classified board encourages our directors to look to the long

209、-term best interest of our companyand our stockholders,rather than being unduly influenced by the short-term focus of certain investors and special interests.In addition,our Board believes that three-year terms focus director accountability on the Board s long-term strategicvision and performance,ra

210、ther than short-term pressures and circumstances.CONTINUITY OF BOARD LEADERSHIPA classified board allows for a greater amount of stability and continuity providing institutional perspective and knowledgeto both management and less-tenured directors.By its very nature,a classified board ensures that

211、at any given timethere will be experienced directors serving on our Board who are fully immersed in and knowledgeable about ourbusinesses,including our relationships with current and potential strategic partners,as well as the competition,opportunities,risks and challenges that exist in the industri

212、es in which our businesses operate.We also believe the benefit of a classifiedboard to our company and our stockholders comes not from continuity alone but rather from the continuity of highlyqualified,engaged and knowledgeable directors focused on long-term stockholder interests.Each year,our nomin

213、atingand corporate governance committee works actively to ensure our Board continues to be comprised of such individuals.CORPORATE GOVERNANCE24/2024 PROXY STATEMENTBOARD DIVERSITYOur Board understands and appreciates the value and enrichment provided by a diverse Board.As such,we actively seekdivers

214、e director candidates(see“Board Criteria and Director Candidates”).Board Diversity Matrix(as of April 24,2024)Total Number of Directors8FemaleMaleNon-BinaryDid Not DiscloseGenderPart I:Gender IdentityDirectors26Part II:Demographic BackgroundAfrican American or BlackAlaskan Native or American IndianA

215、sianHispanic or LatinxNative Hawaiian or Pacific IslanderWhite26Two or More Races or EthnicitiesLGBTQ+Did Not Disclose Demographic BackgroundBOARD LEADERSHIP STRUCTUREOur Board has separated the positions of Chairman of the Board and Chief Executive Officer(principal executive officer).John C.Malone

216、,one of our largest stockholders,holds the position of Chairman of the Board,leads our Board andBoard meetings and provides strategic guidance to our Chief Executive Officer.Gregory B.Maffei,our President,holdsthe position of Chief Executive Officer,leads our management team and is responsible for d

217、riving the performance of ourcompany.We believe this division of responsibility effectively assists our Board in fulfilling its duties.BOARD ROLE IN RISK OVERSIGHTThe Board as a whole has responsibility for risk oversight,with reviews of certain areas being conducted by the relevantBoard committees.

218、Our audit committee oversees management of financial risks and risks relating to potential conflicts ofinterest.Our compensation committee oversees the management of risks relating to our compensation arrangementswith senior officers.Our nominating and corporate governance committee oversees the nom

219、ination of individuals with thejudgment,skills,integrity,and independence necessary to oversee the key risks associated with our company,as wellas risks inherent in our corporate structure.These committees then provide reports periodically to the full Board.In addition,the oversight and review of ot

220、her strategic risks are conducted directly by the full Board.The oversight responsibility of the Board and its committees is enabled by management reporting processes that aredesigned to provide visibility to the Board about the identification,assessment and management of critical short-,intermediat

221、e-,and long-term risks.These areas of focus include existing and emerging strategic,operational,financialand reporting,succession and compensation,legal and compliance,cybersecurity and other risks,including those relatedto material environmental and social matters such as climate change,human capit

222、al management,diversity,equity andinclusion,and community relations.Our management reporting processes include regular reports from Mr.Maffei,whichare prepared with input from our senior management team,and also include input from our Internal Audit group and ourSenior Vice President,Investor Relati

223、ons,who manages our company s sustainability efforts and remains in regularcontact with senior sustainability leaders across our portfolio of companies who provide feedback and disclosure on materialissues.Our company also receives the benefit of Liberty Media s Corporate Responsibility Committee,wh

224、ich has cross-functional representation across all reaches of Liberty Media s leadership.With our Board s oversight,we seek to collaborateCORPORATE GOVERNANCELIBERTY BROADBAND CORPORATION/25across our portfolio of companies to drive best practices through regular sustainability-focused internal meet

225、ings anddiscussions,including on topics such as sustainability disclosure,diversity and inclusion,and cybersecurity.CODE OF ETHICSWe have adopted a code of business conduct and ethics that applies to all of our employees,directors and officers,whichconstitutes our“code of ethics”within the meaning o

226、f Section 406 of the Sarbanes-Oxley Act.Our code of businessconduct and ethics is available on our website at RELATIONSHIPS;LEGAL PROCEEDINGSThere is no family relationship between any of our executive officers or directors,by blood,marriage or adoption.During the past ten years,none of our director

227、s and executive officers has had any involvement in such legal proceedingsas would be material to an evaluation of his or her ability or integrity.COMMITTEES OF THE BOARD OF DIRECTORSOur Board of Directors has four standing committees:audit,compensation,executive and nominating and corporategovernan

228、ce.The key responsibilities and focus areas of each committee,as well as their current members and informationon number of meetings during 2023 are set forth below.The written charters for the audit,compensation and nominatingand corporate governance committees as adopted by each such committee,as w

229、ell as our corporate governance guidelines(which were developed by the nominating and corporate governance committee),can be found on our website .Our Board of Directors,by resolution,may from time to time establish other committees of our Board of Directors,consisting of one or more of our director

230、s.Any committee so established will have the powers delegated to it by resolutionof our Board of Directors,subject to applicable law.Our Board of Directors has determined that all of the members of each of the audit,compensation and nominating andcorporate governance committees are independent.See“D

231、irector Independence.”CORPORATE GOVERNANCE26/2024 PROXY STATEMENTAUDIT COMMITTEE OVERVIEW5 meetings in 2023ChairJohn E.Welsh III*Other MembersGregg L.EnglesJ.David Wargo*Our Board of Directors hasdetermined that Mr.Welsh is an“audit committee financialexpert”under applicable SECrules and regulations

232、Audit Committee Report,page 37The audit committee reviews and monitors the corporate accounting and financialreporting and the internal and external audits of our company.The committee sfunctions include,among other things:Appointing or replacing our independent auditors;Reviewing and approving in a

233、dvance the scope and the fees of our annualaudit and reviewing the results of our audits with our independent auditors;Reviewing and approving in advance the scope and the fees of non-auditservices of our independent auditors;Reviewing compliance with and the adequacy of our existing major accountin

234、gand financial reporting policies;Reviewing our management s procedures and policies relating to the adequacyof our internal accounting controls and compliance with applicable laws relatingto accounting practices;Confirming compliance with applicable SEC and stock exchange rules;and Preparing a repo

235、rt for our annual proxy statement.EXECUTIVE COMMITTEE OVERVIEWMembersJohn C.MaloneGregory B.MaffeiOur executive committee may exercise all the powers and authority of our Board ofDirectors in the management of our business and affairs(except as specificallyprohibited by the General Corporation Law o

236、f the State of Delaware).This includesthe power and authority to authorize the issuance of shares of our capital stock.No meetings of the executive committee were held in 2023.CORPORATE GOVERNANCELIBERTY BROADBAND CORPORATION/27COMPENSATION COMMITTEE OVERVIEW5 meetings in 2023Co-ChairsJulie D.FristJ

237、.David WargoOther MembersRichard R.GreenSue Ann R.HamiltonCompensation CommitteeReport,page 59The compensation committee assists the Board in discharging its responsibilitiesrelating to compensation of our company s executives and produces an annualreport on executive compensation for inclusion in o

238、ur annual proxy statement.In November 2014,the spin-off of our company(formerly a wholly-ownedsubsidiary of Liberty Media)from Liberty Media was completed(the BroadbandSpin-Off).In connection with the Broadband Spin-Off,we entered into a ServicesAgreement,dated November 4,2014,with Liberty Media(the

239、 services agreement),pursuant to which Liberty Media provides us with administrative,executive andmanagement services.Key Responsibilities:Evaluate the services fee under the services agreement on at least an annualbasis,subject to certain exceptions(such as in 2019 during the then-ongoingnegotiatio

240、ns relating to Mr.Maffei s compensation arrangement);May approve incentive awards or other forms of compensation to employees ofLiberty Media who are providing services to our company,which employeesinclude our executive officers.The compensation committee determined togrant equity award compensatio

241、n for 2023(see“Executive CompensationCompensation Discussion and Analysis”);If we engage a chief executive officer,chief accounting officer,principalfinancial officer,chief legal officer or chief administrative officer to performservices for our company outside the services agreement,review and appr

242、ovecorporate goals and objectives relevant to the compensation of any suchperson;and Oversee the compensation of the chief executive officers of any non-publicoperating subsidiaries of our company.For a description of our current processes and policies for consideration anddetermination of executive

243、 compensation,including the role of our Chief ExecutiveOfficer and an outside consultant in determining or recommending amounts and/orforms of compensation,see“Executive CompensationCompensation Discussionand Analysis.”NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OVERVIEW1 meeting in 2023Co-ChairsR

244、ichard R.GreenSue Ann R.HamiltonOther MembersGregg L.EnglesJulie D.FristJohn E.Welsh IIIThe nominating and corporate governance committee functions include,amongother things:Identify individuals qualified to become Board members consistent with criteriaestablished or approved by our Board of Directo

245、rs,with the assistance of thecommittee,from time to time;Identify director nominees for upcoming annual meetings;Develop corporate governance guidelines applicable to our company;and Oversee the evaluation of our Board and management.CORPORATE GOVERNANCE28/2024 PROXY STATEMENTBOARD CRITERIA AND DIRE

246、CTOR CANDIDATESBOARD CRITERIA.The nominating and corporate governance committee believes that nominees for director shouldpossess the highest personal and professional ethics,integrity,values and judgment and should be committed to thelong-term interests of our stockholders.To be nominated to serve

247、as a director,a nominee need not meet any specificminimum criteria.As described in our corporate governance guidelines,director candidates are identified and nominatedbased on broad criteria,with the objective of identifying and retaining directors that can effectively develop our company sstrategy

248、and oversee management s execution of that strategy.In the director candidate identification and nominationprocess,our Board seeks a breadth of experience from a variety of industries and from professional disciplines,along witha diversity of gender,ethnicity,age and other characteristics.When evalu

249、ating a potential director nominee,including onerecommended by a stockholder,the nominating and corporate governance committee will take into account a number offactors,including,but not limited to,the following:independence from management;his or her unique background,including education,profession

250、al experience,relevant skill sets and diversity ofgender,ethnicity,age and other characteristics;judgment,skill,integrity and reputation;existing commitments to other businesses as a director,executive or owner;personal conflicts of interest,if any;and the size and composition of the existing Board

251、of Directors,including whether the potential director nominee wouldpositively impact the composition of the Board by bringing a new perspective or viewpoint to the Board of Directors.The nominating and corporate governance committee does not assign specific weights to particular criteria and no part

252、icularcriterion is necessarily applicable to all prospective nominees.OUTSIDE COMMITMENTS.In recent years,some investors and proxy advisors have instituted“bright-line”proxy votingpolicies on the number of outside public company boards that a director may serve on.Our Board of Directors recognizesin

253、vestorsconcerns that highly sought-after directors could lack the time and attention to adequately perform their dutiesand responsibilities,and considers each director s performance and commitment to ensure their continued effectiveness asa director.Given our company s ownership interest in Charter,

254、our company and our Board values the positions of certainof our directors and members of management hold on Charter s Board,as they provide our company with unique insight andinput into Charter s business and operations.The nominating and corporate governance committee also recognizes andvalues the

255、benefits derived by our directors from their service on other public company boards,as such service provides ourdirectors with diverse perspectives,in-depth industry knowledge and cross-industry insights,all of which enhance theknowledge base and skill set of our Board as a whole.Our Board also reco

256、gnizes the uniqueness of the relationships among Liberty Media,Qurate Retail,Liberty Broadband,Atlanta Braves Holdings and Liberty TripAdvisor,including the collaborative approach to addressing sustainability,as well aswith the portfolio of assets within each of these public companies.To the extent

257、our directors serve on more than one ofthe Boards of these companies,we believe that such service is an important aspect of our directors(including Messrs.Malone s and Maffei s)service,as it capitalizes on various synergies between and among these Boards.For this reason,webelieve that a better prese

258、ntation of these directorsoutside commitments is to consider the number of their“non-Liberty”public company board directorships(see“Proposal 1The Election of Directors ProposalOur Board at a Glance”).Basedon this perspective,we have considered the facts-and-circumstances of the roles of our director

259、s with our company,including the following considerations:from a historical perspective,the significant time and resources each of these directors has regularly dedicated toour company;the nature of their Board commitments relating to their respective roles with these companies;the synergies between

260、 their respective service on these other Boards and ours;their respective service on“non-Liberty”public company board directorships;and the respective directorspersonal skills,expertise and qualifications(including the broad industry knowledge ofeach such director).CORPORATE GOVERNANCELIBERTY BROADB

261、AND CORPORATION/29We believe that the outside service of our directors does not conflict with,and instead enhances,their respective rolesand responsibilities at our company.DIRECTOR CANDIDATE IDENTIFICATION PROCESS.The nominating and corporate governance committee willconsider candidates for directo

262、r recommended by any stockholder provided that such recommendations are properlysubmitted.Eligible stockholders wishing to recommend a candidate for nomination as a director should send therecommendation in writing to the Corporate Secretary,Liberty Broadband Corporation,12300 Liberty Boulevard,Engl

263、ewood,Colorado 80112.Stockholder recommendations must be made in accordance with our bylaws,as discussedunder“The Annual MeetingStockholder Proposals”above,and contain the following information:the name and address of the proposing stockholder and the beneficial owner,if any,on whose behalf the nomi

264、nationis being made,and documentation indicating the number of shares of our capital stock owned beneficially and ofrecord by such person and the holder or holders of record of those shares,together with a statement that theproposing stockholder is recommending a candidate for nomination as a direct

265、or;the candidate s name,age,business and residence addresses,principal occupation or employment,businessexperience,educational background and any other information relevant in light of the factors considered by thenominating and corporate governance committee in making a determination of a candidate

266、 s qualifications,asdescribed below;a statement detailing any relationship,arrangement or understanding between the proposing stockholder and/orbeneficial owner(s),if different,and any other person(s)(including their names)under which the proposing stockholderis making the nomination and any affilia

267、tes or associates(as defined in Rule 12b-2 of the Exchange Act)of suchproposing stockholder(s)or beneficial owner(each a Proposing Person);a statement detailing any relationship,arrangement or understanding that might affect the independence of thecandidate as a member of our Board of Directors;any

268、other information that would be required under SEC rules in a proxy statement soliciting proxies for the electionof such candidate as a director;a representation as to whether the Proposing Person intends(or is part of a group that intends)to deliver any proxymaterials or otherwise solicit proxies i

269、n support of the director nominee;a representation by each Proposing Person who is a holder of record of our capital stock as to whether the noticeis being given on behalf of the holder of record and/or one or more beneficial owners,the number of shares held byany beneficial owner along with evidenc

270、e of such beneficial ownership and that such holder of record is entitled tovote at the annual stockholders meeting and intends to appear in person or by proxy at the annual stockholdersmeeting at which the person named in such notice is to stand for election;a written consent of the candidate to be

271、 named in the proxy statement and to serve as a director,if nominated andelected;a representation as to whether the Proposing Person has received any financial assistance,funding or otherconsideration from any other person regarding the nomination(a Stockholder Associated Person)(including thedetail

272、s of such assistance,funding or consideration);and a representation as to whether and the extent to which any hedging,derivative or other transaction has beenentered into with respect to our company within the last six months by,or is in effect with respect to,the ProposingPerson,any person to be no

273、minated by the proposing stockholder or any Stockholder Associated Person,the effector intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for,or increaseor decrease the voting power of,the Proposing Person,its nominee,or any such Stockholder Associate

274、d Person.In connection with its evaluation,the nominating and corporate governance committee may request additional informationfrom the proposing stockholder and the candidate.The nominating and corporate governance committee has solediscretion to decide which individuals to recommend for nomination

275、 as directors.The nominating and corporate governancecommittee will evaluate a prospective nominee suggested by any stockholder in the same manner and against the samecriteria as any other prospective nominee identified by the nominating and corporate governance committee.When seeking candidates for

276、 director,the nominating and corporate governance committee may solicit suggestions fromincumbent directors,management,stockholders and others.After conducting an initial evaluation of a prospective nominee,the nominating and corporate governance committee will interview that candidate if it believe

277、s the candidate might beCORPORATE GOVERNANCE30/2024 PROXY STATEMENTsuitable to be a director.The nominating and corporate governance committee may also ask the candidate to meet withmanagement.If the nominating and corporate governance committee believes a candidate would be a valuable addition toou

278、r Board of Directors,it may recommend to the full Board that candidate s nomination and election.Prior to nominating an incumbent director for re-election at an annual meeting of stockholders,the nominating andcorporate governance committee will consider the director s past attendance at,and partici

279、pation in,meetings of theBoard of Directors and its committees and the director s formal and informal contributions to the various activities conductedby the Board and the Board committees of which such individual is a member.In addition,the nominating and corporategovernance committee will consider

280、 any outside directorships held by such individual.See“Outside Commitments”above.BOARD MEETINGSDuring 2023,there were 4 meetings of our full Board of Directors.DIRECTOR ATTENDANCE AT ANNUAL MEETINGSOur Board of Directors encourages all members of the Board to attend each annual meeting of our stockh

281、olders.Six ofour eight directors then-serving attended our 2023 annual meeting of stockholders.STOCKHOLDER COMMUNICATION WITH DIRECTORSOur stockholders may send communications to our Board of Directors or to individual directors by mail addressed to theBoard of Directors or to an individual director

282、 c/o Liberty Broadband Corporation,12300 Liberty Boulevard,Englewood,Colorado 80112.All such communications from stockholders will be forwarded to our directors on a timely basis.Stockholdersare also encouraged to send communications to Liberty Broadband Investor Relations,which conducts robust stoc

283、kholderengagement efforts for our company and provides our Board with insight on stockholder concerns.EXECUTIVE SESSIONSIn 2023,the independent directors of our company,then serving,met at three executive sessions without managementparticipation.Any interested party who has a concern regarding any m

284、atter that it wishes to have addressed by our independentdirectors,as a group,at an upcoming executive session may send its concern in writing addressed to Independent Directorsof Liberty Broadband Corporation,c/o Liberty Broadband Corporation,12300 Liberty Boulevard,Englewood,Colorado 80112.The cur

285、rent independent directors of our company are Gregg L.Engles,Julie D.Frist,Richard R.Green,Sue Ann R.Hamilton,J.David Wargo and John E.Welsh III.CORPORATE GOVERNANCELIBERTY BROADBAND CORPORATION/31Director CompensationNONEMPLOYEE DIRECTORSDIRECTOR FEESEach of our directors who is not an employee of,

286、or service provider to,our company is paid an annual fee of$182,175(which we refer to as the director fee)for 2024($173,500 for 2023),and each director was permitted to elect to receive 50%,75%or 100%of such director fee in restricted stock units(RSUs)or options to purchase LBRDK,which will vest one

287、year from the date of grant,with the remainder payable in cash.The awards issued to our directors with respect to theirservice on our Board in 2024 were issued in December 2023.See“Director RSU Grants”and“Director Option Grants”below for information on the equity awards granted in 2023 to the nonemp

288、loyee directors with respect to service on ourBoard in 2024.Fees for service on our audit committee,compensation committee and nominating and corporate governance committeeare the same for 2024 and 2023,with each member thereof receiving an additional annual fee of$15,000,$10,000 and$10,000,respecti

289、vely,for his or her participation on each such committee,except that the chairperson of each suchcommittee instead receives an additional annual fee of$25,000,$15,000 and$15,000,respectively,for his or herparticipation on that committee.The cash portion of the director fees and the fees for particip

290、ation on committees arepayable quarterly in arrears.EQUITY INCENTIVE PLANAs discussed below,awards granted to our nonemployee directors under the Liberty Broadband Corporation 2019Omnibus Incentive Plan,as amended(the 2019 incentive plan)are administered by our Board of Directors or ourcompensation

291、committee.Our Board of Directors has full power and authority to grant eligible persons the awards describedbelow and to determine the terms and conditions under which any awards are made.The 2019 incentive plan is designedto provide additional remuneration to our nonemployee directors and independe

292、nt contractors,among others,toencourage their investment in our capital stock,thereby increasing their proprietary interest in our business and to aid inattracting persons of exceptional ability to become nonemployee directors of our company.Our Board of Directors may grantnon-qualified stock option

293、s,stock appreciation rights(SARs),restricted shares,RSUs,cash awards,performanceawards or any combination of the foregoing under the 2019 incentive plan.The maximum number of shares of our common stock with respect to which awards may be issued under the 2019incentive plan is 6,000,000,subject to an

294、ti-dilution and other adjustment provisions of the respective plans.Under the2019 incentive plan,no nonemployee director may be granted during any calendar year awards having a value determinedon the date of grant in excess of$3 million.Shares of our common stock issuable pursuant to awards made und

295、er the2019 incentive plan are made available from either authorized but unissued shares or shares that have been issued butreacquired by our company.DIRECTOR RSU GRANTSPursuant to our director compensation policy described above and the 2019 incentive plan,on December 11,2023,Mr.Engles and Dr.Green

296、were each granted RSUs with respect to 1,093 shares of LBRDK.The RSUs will vest on thefirst anniversary of the grant date,or on such earlier date that the grantee ceases to be a director because of death ordisability and,unless our Board of Directors determines otherwise,will be forfeited if the gra

297、ntee resigns or is removed fromthe Board before the vesting date.DIRECTOR OPTION GRANTSPursuant to our director compensation policy described above and the 2019 incentive plan,on December 11,2023,Mses.Frist and Hamilton and Mr.Wargo were each granted options to purchase 6,038 LBRDK shares and Mr.Wel

298、sh wasgranted options to purchase 3,019 LBRDK shares,each at an exercise price of$76.45,which was the closing price of suchDIRECTOR COMPENSATION32/2024 PROXY STATEMENTstock on the grant date.The options will become exercisable on the first anniversary of the grant date,or on such earlierdate that th

299、e grantee ceases to be a director because of death or disability,and,unless our Board determines otherwise,willbe terminated without becoming exercisable if the grantee resigns or is removed from the Board before the vesting date.Once vested,the options will remain exercisable until the seventh anni

300、versary of the grant date,or,if earlier,until the firstbusiness day following the first anniversary of the date the grantee ceases to be a director.STOCK OWNERSHIP GUIDELINESOur Board of Directors adopted stock ownership guidelines that require each nonemployee director(other than Mr.Malone)to own s

301、hares of our company s stock equal to at least three times the value of the nonemployee director fee.Nonemployeedirectors have five years from the nonemployee director s initial appointment to our Board to comply with these guidelines.DIRECTOR COMPENSATIONLIBERTY BROADBAND CORPORATION/33DIRECTOR COM

302、PENSATION TABLEThe following table sets forth information concerning the compensation of our nonemployee directors for 2023.Name(1)FeesEarnedor Paidin Cash($)StockAwards($)(2)(3)OptionAwards($)(2)(4)All OtherCompensation($)Total($)John C.Malone197,603(5)197,603Gregg L.Engles25,00083,560108,560Julie

303、D.Frist25,000167,422192,422Richard R.Green111,75083,560195,310Sue Ann Hamilton111,750167,422279,172J.David Wargo30,000167,422197,422John E.Welsh III62,18883,711145,899(1)Gregory B.Maffei,who served as a director of our company in 2023 and is currently a named executive officer,received nocompensatio

304、n for serving as a director of our company during 2023.(2)As of December 31,2023,our then-serving directors(other than Mr.Maffei,whose equity awards are listed in the“OutstandingEquity Awards at Fiscal Year-End”table below)held the following equity awards:John C.MaloneGregg L.EnglesJulie D.FristRich

305、ard R.GreenSue AnnHamiltonJ.DavidWargoJohn E.Welsh IIIOptions(#)LBRDK12,17723,8326,47916,77637,91822,757RSUs(#)LBRDK1,0931,093(3)Reflects the grant date fair value of RSUs awarded,which has been computed based on the closing price of LBRDK shares onthe grant date in accordance with Financial Account

306、ing Standards Board(FASB)Accounting Standards Codification Topic 718(ASC Topic 718),but(pursuant to SEC regulations)without reduction for estimated forfeitures.(4)The aggregate grant date fair value of the stock option awards has been computed in accordance with FASB ASC Topic 718,but(pursuant to SE

307、C regulations)without reduction for estimated forfeitures.For a description of the assumptions applied in thesecalculations,see Note 11 to our consolidated financial statements for the year ended December 31,2023(which are included inour 2023 Form 10-K).(5)Compensation related to personal use of cor

308、porate aircraft.Calculated based on aggregate incremental cost of such usage to ourcompany.DIRECTOR COMPENSATION34/2024 PROXY STATEMENTProposal 2 The Auditors RatificationProposalWe are asking our stockholders to ratify the selection of KPMG LLP asour independent auditors for the fiscal year ending

309、December 31,2024.Even if the selection of KPMG LLP is ratified,the audit committee of ourBoard of Directors in its discretion may direct the appointment of a differentindependent accounting firm at any time during the year if our auditcommittee determines that such a change would be advisable.In the

310、 eventour stockholders fail to ratify the selection of KPMG LLP,our audit committeewill consider it as a direction to select other auditors for the year endingDecember 31,2024.A representative of KPMG LLP is expected to be available to answer appropriate questions at the annual meeting and willhave

311、the opportunity to make a statement if he or she so desires.VOTE AND RECOMMENDATIONThe affirmative vote of a majority of the combined voting power of the outstanding shares of our voting stock that arepresent in person or by proxy,and entitled to vote at the annual meeting,voting together as a singl

312、e class,is required toapprove the auditors ratification proposal.OUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSALThe Board of Directors recommends that you vote FOR this proposal because KPMG LLP is anindependent firm with few ancillary services and reasonable fees,and has significant industry andfinan

313、cial reporting expertise.AUDIT FEES AND ALL OTHER FEESThe following table presents fees incurred for professional audit services rendered by KPMG LLP for the audit of ourconsolidated financial statements for 2023 and 2022 and fees billed for other services rendered by KPMG LLP.20232022Audit fees$3,3

314、70,0003,410,100Audit related feesAudit and audit related fees3,370,0003,410,100Tax fees(1)19,00064,200Total fees$3,389,0003,474,300(1)Tax fees consist of tax compliance and consultations regarding the tax implications of certain transactions.Our audit committee has considered whether the provision o

315、f services by KPMG LLP to our company other than auditingis compatible with KPMG LLP maintaining its independence and believes that the provision of such other services iscompatible with KPMG LLP maintaining its independence.What am I beingasked to vote onand how should Ivote?PROPOSAL 2 THE AUDITORS

316、 RATIFICATION PROPOSALLIBERTY BROADBAND CORPORATION/35POLICY ON PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDITSERVICES OF INDEPENDENT AUDITOROur audit committee has adopted a policy regarding the pre-approval of all audit and permissible non-audit servicesprovided by our independent auditor.Pursuan

317、t to this policy,our audit committee has approved the engagement of ourindependent auditor to provide the following services(all of which are collectively referred to as pre-approved services):audit services as specified in the policy,including(i)financial audits of our company and our subsidiaries,

318、(ii)servicesassociated with registration statements,periodic reports and other documents filed or issued in connection withsecurities offerings(including comfort letters and consents),(iii)attestations of management reports on our internalcontrols and(iv)consultations with management as to accountin

319、g or disclosure treatment of transactions;audit related services as specified in the policy,including(i)due diligence services,(ii)financial statement audits ofemployee benefit plans,(iii)consultations with management as to the accounting or disclosure treatment oftransactions,(iv)attest services no

320、t required by statute or regulation,(v)certain audits incremental to the audit ofour consolidated financial statements,(vi)closing balance sheet audits related to dispositions,and(vii)generalassistance with implementation of the requirements of certain SEC rules or listing standards;and tax services

321、 as specified in the policy,including federal,state,local and international tax planning,compliance andreview services,and tax due diligence and advice regarding mergers and acquisitions.Notwithstanding the foregoing general pre-approval,if,in the reasonable judgment of our Chief Accounting Officer

322、andPrincipal Financial Officer,an individual project involving the provision of pre-approved services is likely to result in fees inexcess of$50,000,or if individual projects under$50,000 are likely to total$250,000 during the period between theregularly scheduled meetings of the audit committee,the

323、n such projects will require the specific pre-approval of our auditcommittee.Our audit committee has delegated the authority for the foregoing approvals to the chairman of the auditcommittee,subject to his subsequent disclosure to the entire audit committee of the granting of any such approval.John

324、E.Welsh III currently serves as the chairman of our audit committee.In addition,the independent auditor is requiredto provide a report at each regularly scheduled audit committee meeting on all pre-approved services incurred duringthe preceding quarter.Any engagement of our independent auditors for

325、services other than the pre-approved servicesrequires the specific approval of our audit committee.Our pre-approval policy prohibits the engagement of our independent auditor to provide any services that are subject tothe prohibition imposed by Section 201 of the Sarbanes-Oxley Act.All services prov

326、ided by our independent auditor during 2023 were approved in accordance with the terms of the policy inplace.PROPOSAL 2 THE AUDITORS RATIFICATION PROPOSAL36/2024 PROXY STATEMENTAudit Committee ReportEach member of the audit committee is an independent director as determined by our Board of Directors

327、,based on thelisting standards of Nasdaq.Each member of the audit committee also satisfies the SEC s independence requirements formembers of audit committees.Our Board of Directors has determined that Mr.Welsh is an“audit committee financialexpert”under applicable SEC rules and regulations.The audit

328、 committee reviews our financial reporting process on behalf of our Board of Directors.Management hasprimary responsibility for establishing and maintaining adequate internal controls,for preparing financial statements andfor the public reporting process.Our independent auditor,KPMG LLP,is responsib

329、le for expressing opinions on the conformityof our audited consolidated financial statements with U.S.generally accepted accounting principles.Our independentauditor also expresses its opinion as to the effectiveness of our internal control over financial reporting.Our audit committee has reviewed a

330、nd discussed with management and KPMG LLP our most recent audited consolidatedfinancial statements,as well as management s assessment of the effectiveness of our internal control over financialreporting and KPMG LLP s evaluation of the effectiveness of our internal control over financial reporting.O

331、ur auditcommittee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of thePublic Company Accounting Oversight Board(the PCAOB)and the SEC,including that firm s judgment about the qualityof our accounting principles,as applied in its financial report

332、ing.KPMG LLP has provided our audit committee with the written disclosures and the letter required by the applicablerequirements of the PCAOB regarding KPMG LLP s communications with the audit committee concerning independence,and the audit committee has discussed with KPMG LLP that firm s independe

333、nce from our company and its subsidiaries.Based on the reviews,discussions and other considerations referred to above,our audit committee recommended to ourBoard of Directors that the audited financial statements be included in the 2023 Form 10-K.Submitted by the Members of the Audit CommitteeJohn E.Welsh IIIGregg L.EnglesJ.David WargoAUDIT COMMITTEE REPORTLIBERTY BROADBAND CORPORATION/37Proposal