Liberty Global Ltd. (LBTYA) Earnings Call Transcript & Summary

Good morning or good afternoon, wherever you might be. I'm Mike Fries, CEO and Vice Chairman of the Board of Directors of Liberty Global plc. I'd like to welcome you to our 2020 Annual General Meeting of Shareholders. Thank you for joining us today. I hope you're all safe and well during these extraordinary times. Obviously, given travel and meeting restrictions arising from COVID-19, we're not able to have an in-person meeting in London as we have normally done. Instead, we're providing an audio webcast of the meeting. And given these limitations, we'll only be addressing the formal business of the Annual General Meeting today and will not be providing a business update or taking questions. We did provide shareholders with the opportunity to submit questions concerning the subject matter of the resolutions to be voted on today, and we did not receive any. As you know, we have a very active and accessible Investor Relations team based in London and Denver who stand ready and willing to address your business-related questions at any time. In addition, we reviewed our Q1 results with the investment community last month. And just 2 weeks ago, I presented at the Bank of America Investor Conference, virtually, of course. The transcript from our Q1 call and the video from the Bank of America conference can be found in the Investor Relations section of our website, and we encourage you to review these presentations as they're quite informative and a good overview of our current business performance and strategic direction. We've also set the date for our Second Quarter Earnings Call for August 4, just 5 weeks from today. As an English company, we have a relatively large number of resolutions presented at our meeting each year. Today, we have 14 proposals to present to our shareholders for a vote. All of these proposals have been described in detail in our proxy statement. I'll also add that several of our directors are participating in the meeting today, along with Bryan Hall, our General Counsel. So with that, let's begin the meeting. Bryan, please introduce our inspector of election.

Good morning, and good afternoon. Melinda Altman of Computershare has been appointed to serve as the inspector of election. I understand that a majority of the aggregate voting power of the Liberty Global Class A and Class B shares entitled to vote at this Annual General Meeting is represented in person or by proxy at today's meeting. As a result, the quorum is present for the meeting. Ms. Altman, can you please confirm?

I can confirm, and will also confirm in writing in the certificate of the inspector of election, which will be attached to the minutes of this meeting together with my signed oath.

Thank you, Ms. Altman. As reported, a quorum is represented, and I declare this Annual General Meeting of shareholders open. Each of the resolutions is described in the Notice of Annual General Meeting included with the proxy statement. Bryan?

The proxy vote report, the record date shareholder list, the affidavit of mailing and the oath of the inspector of election were made available for inspection at the registration table. A copy of the record date shareholder list has been on file at the principal offices of the company in London for at least the last 10 days and was available for review by shareholders during that period. A copy of the form of agreement pursuant to which, if authorized under resolution 14, Liberty Global would affect share buyback, has been on display at the principal offices of the company in London for the last 15 days and has been made available for inspection throughout the meeting at the registration table. Copies of the proxy statement relating to this Annual General Meeting and the U.K. annual report have been available -- have been made available at the registration table.

Now as I said, there are 14 resolutions to be brought before this meeting. The first order of business relates to the election of Board members. So we will vote upon resolutions 1 through 4 to elect Miranda Curtis, John Dick, J.C. Sparkman and David Wargo as Class I members of the Board of Directors until 2023 -- until the 2023 Annual General Meeting of Shareholders or until a successor in interest is appointed. Each of these resolutions must be approved by the affirmative vote of a simple majority of the votes cast on the resolutions. Bryan?

We have already received proxy cards directing the voting on these resolutions, and the appointed proxies will complete the ballot. Polls for voting on these resolutions are now closed.

The next order of business is to provide votes on resolutions 5, 6 and 7 regarding executive compensation matters: An advisory vote under English law on the implementation of the directors' compensation policy for the 2019 calendar year; a vote under English law to approve the director's compensation policy; and an advisory vote under SEC regulations regarding compensation for the named executive officers, all as described in the proxy statement. Each of these resolutions must also be approved by the affirmative vote of a simple majority of the votes cast on the resolution. Bryan?

We have already received proxy cards directing the voting on these resolutions, and the appointed proxies will complete the ballot. The polls for voting on these resolutions are now closed.

Okay. The next order of business is resolution 8, where shareholders choose, on an advisory basis, the frequency at which future advisory votes on the compensation of the named executive officers will be held, with an option of once every 3 years, 2 years or 1 year. The option that receives a simple majority of the affirmative votes cast by the shareholders entitled to vote on resolution 8 will be deemed the frequency selected by our shareholders.

We have already received proxy cards directing to voting on these resolutions, and the appointed proxies will complete the ballots. The polls for voting on these resolutions are now closed.

Okay. The next order of business is to provide a vote upon resolutions 9, 10 and 11 relating to our U.K. statutory auditor: A vote to ratify the appointment of KPMG as Liberty Global's independent auditor for the year ending December 31, 2020; a vote to appoint KPMG as Liberty Global's U.K. statutory auditor under -- until the conclusion of the next Annual General Meeting; and a vote to authorize the Audit Committee of our Board of Directors to determine the U.K. statutory auditor's compensation. Each of these resolutions must be approved by the affirmative vote of a simple majority of the votes cast on the resolutions.

We have already received proxy cards directing the voting on these resolutions, and the appointed proxies will complete the ballots. Polls for voting on these resolutions are now closed.

Okay. The next order of business is to provide a vote upon resolution 12: To authorize our Board of Directors to allot equity shares for cash without the application of preemption rights. Under English law, resolution 12 must be approved by the affirmative vote of at least 75% of the votes cast on the resolution. Bryan?

We have already received proxy cards directing the voting on these resolutions, and the appointed proxies will complete the ballot. Polls for voting on these resolutions are now closed.

Next order of business is to vote upon resolution 13: To authorize Liberty Global and its subsidiaries to make up to $1 million of political donations. Unlike the U.S., this resolution is required under English law in order for the company and its subsidiaries to make any political contributions, if so desired. Resolution 13 must be approved by the affirmative vote of a simple majority of the votes cast on the resolution.

We have already received proxy cards directing the voting on these resolutions, and the appointed proxies will complete the ballots. Polls for voting on these resolutions are now closed.

The next order of business is to vote upon resolution 14: To authorize Liberty Global to affect share buybacks. And unlike the U.S., under English law, we must get specific authorization to make share buybacks as described in the proxy statement. Resolution 14 must be approved by the affirmative vote of a simple majority of the votes cast on the resolution. Bryan?

We have already received proxy cards directing the voting on these resolutions, and the appointed proxies will complete the ballots. The polls for voting on these resolutions are now closed. That concludes our voting at the meeting today. Has the inspector of election tabulated the votes represented here and by proxy on the resolutions called here today?

As the inspector of election, I have completed the tabulation of votes. And on resolution 1 through 7, 9 through 11, 13 and 14, a majority of votes cast has voted in favor. On resolution 8, a majority of the votes were cast in favor of 3 years as the frequency for future advisory votes. And on resolution 12, more than 75% of the votes cast voted in favor.

Thank you. So each of the resolutions has been approved for all of the resolutions presented at this meeting. The final voting results will be published on our website and filed with the SEC on Form 8-K. There being no further business, the shareholders meeting is now closed. Again, we appreciate your attendance and your understanding. We all expect that next year, things will be back to normal and we'll be hosting you in the Greater London area. I encourage you to reach out to our Investor Relations team, to visit our website for information about our business and recent presentations as well as attending our Second Quarter Earnings Call on August 4. We look forward to seeing you then, and in the meantime, wish you all the best. Stay healthy and well, and we'll speak to you again soon. Thank you very much for participating.