Proxy Statement Annual Report on Form 10-K Additional Information
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PROXY STATEMENT 2017 ANNUAL REPORT & ADDITIONAL INFORMATION CONTENTS Proxy Statement Annual Report on Form 10-K Additional Information Environmental Statement 16MAY201805203648 GCI LIBERTY, INC. 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5900 May 21, 2018 Dear Stockholder: You are cordially invited to attend the 2018 annual meeting of stockholders of GCI Liberty, Inc. (GCI Liberty) to be held at 8:00 a.m., local time, on June 25, 2018, at the corporate offices of GCI Liberty, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) 875-5900. At the annual meeting, you will be asked to consider and vote on the proposals described in the accompanying notice of annual meeting and proxy statement, as well as on such other business as may properly come before the meeting. Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the annual meeting, please read the enclosed proxy materials and then promptly vote via the Internet or telephone or by completing, signing and returning by mail the enclosed proxy card. Doing so will not prevent you from later revoking your proxy or changing your vote at the meeting. Thank you for your cooperation and continued support and interest in GCI Liberty. Very truly yours, 28MAR200617334700 Gregory B. Maffei President and Chief Executive Officer The proxy materials relating to the annual meeting will first be made available on or about May 24, 2018. GCI LIBERTY, INC. 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5900 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS to be Held on June 25, 2018 NOTICE IS HEREBY GIVEN of the annual meeting of stockholders of GCI Liberty, Inc. (GCI Liberty) to be held at 8:00 a.m., local time, on June 25, 2018, at the corporate offices of GCI Liberty, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) 875-5900, to consider and vote on the following proposals: 1. A proposal (which we refer to as the election of directors proposal) to elect John C. Malone, Gregory B. Maffei, Ronald A. Duncan, Gregg L. Engles, Donne F. Fisher, Richard R. Green and Sue Ann Hamilton to serve as members of our board in the classes indicated under ‘‘Proposal 1—The Election of Directors Proposal,’’ until their respective successors are elected and qualified, for the applicable term prescribed in our restated certificate of incorporation, or their earlier resignation or removal; 2. A proposal (which we refer to as the auditors ratification proposal) to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018; and 3. A proposal to adopt the GCI Liberty, Inc. 2018 Omnibus Incentive Plan (which we refer to as the incentive plan proposal). You may also be asked to consider and vote on such other business as may properly come before the annual meeting. Holders of record of our Series A common stock, par value $0.01 per share, Series B common stock, par value $0.01 per share, and Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, in each case, outstanding as of 5:00 p.m., New York City time, on May 14, 2018, the record date for the annual meeting, will be entitled to notice of the annual meeting and to vote at the annual meeting or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. 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 the annual meeting. We describe the proposals in more detail in the accompanying proxy statement. We encourage you to read the proxy statement in its entirety before voting. Our board of directors has unanimously approved each of the election of directors proposal, the auditors ratification proposal and the incentive plan proposal and recommends that you vote ‘‘FOR’’ the election of each director nominee and ‘‘FOR’’ each of the auditors ratification proposal and the incentive plan proposal. Votes may be cast in person at the annual meeting or by proxy prior to the meeting by telephone, via the Internet, or by mail. Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held on June 25, 2018: our Notice of Annual Meeting of Stockholders, Proxy Statement, and 2017 Annual Report to Stockholders are available at www.envisionreports.com/GCIL. YOUR VOTE IS IMPORTANT. Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the annual meeting. By order of the board of directors, 21MAR201820082841 Katherine C. Jewell Assistant Vice President and Secretary Englewood, Colorado May 21, 2018 WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD. TABLE OF CONTENTS PROXY STATEMENT SUMMARY U.S. Federal Income Tax Consequences of Awards Granted under the 2018 Incentive THE ANNUAL MEETING ................ 2 Plan............................. 21 Electronic Delivery ................... 2 New Plan Benefits ................... 23 Time, Place and Date ................. 2 Vote and Recommendation ............. 23 Purpose .......................... 2 Quorum ........................... 2 MANAGEMENT AND GOVERNANCE Who May Vote ...................... 2MATTERS .......................... 24 Votes Required ..................... 3 Executive Officers ................... 24 Votes You Have ..................... 3 Section 16(a) Beneficial Ownership Recommendation of Our Board of Directors . 3 Reporting Compliance ................ 25 Shares Outstanding .................. 3 Code of Ethics ...................... 25 Number of Holders ................... 3 Director Independence ................ 25 Voting Procedures for Record Holders ..... 3 Board Composition ................... 26 Voting Procedures for Shares Held in Street Board Leadership Structure ............. 26 Name............................ 4 Board Role in Risk Oversight ........... 26 Revoking a Proxy .................... 4 Committees of the Board of Directors ...... 26 Solicitation of Proxies ................. 4 Board Meetings ..................... 30 Other Matters to Be Voted ....on 31 at the AnnualDirector Attendance at Annual Meetings Meeting ........................... 4 Stockholder Communication with Directors . 31 Executive Sessions .................. 31 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT5 EXECUTIVE COMPENSATION ........... 32 Security Ownership of Certain ....BeneficialCompensation 32 Discussion and Analysis Owners ........................... 5 Summary Compensation Table .......... 41 Security Ownership of Management ....... 6 Grants of Plan-Based Awards ........... 43 Changes in Control .................. 9 Outstanding Equity Awards at Fiscal Year-End .......................... 44 PROPOSALS OF OUR BOARD ........... 10 Option Exercises and Stock Vested ....... 45 Potential Payments Upon Termination or PROPOSAL 1—THE ELECTION OF Change-in-Control ................... 45 DIRECTORS PROPOSAL ............... 10 Board of Directors ................... 10 DIRECTOR COMPENSATION ............ 46 Vote and Recommendation ............. 14 EQUITY COMPENSATION PLAN PROPOSAL 2—THE AUDITORS INFORMATION ....................... 47 RATIFICATION PROPOSAL ............. 15 Securities Authorized for Issuance under Change in Independent Auditors ......... 15 Equity Compensation Plans ............. 47 Audit Fees and All Other Fees .......... 16 Equity Compensation Plan Information ..... 47 Policy on Pre-Approval of Audit and Permissible Non-Audit Services of CERTAIN RELATIONSHIPS AND RELATED Independent Auditor .................. 16TRANSACTIONS ..................... 47 Vote and Recommendation ............. 16 STOCKHOLDER PROPOSALS ........... 52 PROPOSAL 3—INCENTIVE PLAN PROPOSAL ......................... 17 ADDITIONAL INFORMATION ............ 52 Key Features of the 2018 Incentive Plan . 17 GCI Liberty, Inc. 2018 Omnibus Incentive ANNEX A: GCI Liberty, Inc. 2018 Omnibus Plan............................. 17 Incentive Plan ....................... A-1 PROXY STATEMENT SUMMARY 2018 ANNUAL MEETING OF STOCKHOLDERS WHEN ITEMS OF BUSINESS 8:00 a.m., local time, on June 25, 1. Election of directors proposal—To elect John C. Malone, 2018 Gregory B. Maffei, Ronald A. Duncan, Gregg L. Engles, Donne F. Fisher, Richard R. Green and Sue Ann Hamilton to WHERE serve as members of our board in the classes indicated under The Corporate Offices of GCI Liberty ‘‘Proposal 1—The Election of Directors Proposal,’’ until their 12300 Liberty Boulevard respective successors are elected and qualified, for the Englewood, Colorado 80112 applicable term prescribed in our restated certificate of incorporation, or their earlier resignation or removal. RECORD DATE 2. Auditors ratification proposal—To ratify the selection of 5:00 p.m., New York City time, on KPMG LLP as our independent auditors for the fiscal year May 14, 2018 ending December 31, 2018. 3. Incentive plan proposal—To adopt the GCI Liberty, Inc. 2018 Omnibus Incentive Plan. Such other business as may properly come before the annual meeting. WHO MAY VOTE Holders of shares of GLIBA, GLIBB and GLIBP PROXY VOTING Stockholders of record on the record date are entitled to vote by proxy