Liberty Global Ltd. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$LBTYB
Cable & Other Pay Television Services
Telecommunications
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 25, 2024
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Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION / Item 7.01 REGULATION FD DISCLOSURE
On October 29, 2024, Liberty Global Ltd. (Liberty Global) issued a press release (the Q3 Press Release) announcing its operating and financial results for the quarter ended September 30, 2024. The full text of the Q3 Press Release, attached hereto as Exhibit 99.1, is incorporated herein by reference. The Q3 Press Release is being furnished to the SEC under both Item 2.02 “Results of Operations and Financial Condition” and 7.01 “Regulation FD Disclosure” of Form 8-K. The information furnished pursuant to this Form 8-K (including the exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of Liberty Global’s filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless Liberty Global expressly states in such filing that such information is to be considered “filed” or incorporated by reference therein.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 25, 2024, Liberty Global held a special general meeting of shareholders (the Special Meeting). Liberty Global had approximately 81% of its outstanding shares entitled to vote present at the meeting (either in person or by proxy). At the Special Meeting, the following three matters were considered and voted on in connection with the previously announced spin-off (the Spin Transaction) of Sunrise Communications AG (Sunrise) following the transfer to it of the Swiss telecommunications operations of Liberty Global and its subsidiaries.
1.The Spin-Off Proposal – a proposal to approve the terms of the Spin Transaction pursuant to which (i) holders of Liberty Global Class A common shares, par value $0.01 per share (LG Class A Shares) and Liberty Global Class C common shares, par value $0.01 per share (LG Class C Shares) receive one Class A common share (Namenaktien) of Sunrise, par value CHF 0.10 per share (Sunrise Class A Shares), each with one vote per share, in the form of one American depositary share representing one Sunrise Class A Common Share, for every five LG Class A Shares and LG Class C Shares, as applicable, owned by such holders and (ii) holders of Liberty Global Class B common shares, par value $0.01 per share (LG Class B Shares) receive two Class B shares with privileged voting rights (Stimmrechtsaktien) of Sunrise, par value CHF 0.01 per share (Sunrise Class B Shares), each with one vote per share, in the form of two American depositary shares representing two Sunrise Class B Shares, for each LG Class B Share owned by such holders.
2.The Share Premium Reduction Proposal – a proposal to approve a reduction of Liberty Global’s share premium account without any payment by Liberty Global to Liberty Global’s shareholders up to a maximum amount equal to the current balance of Liberty Global’s share premium account, and the grant of authority to the board of directors of Liberty Global to determine the exact amount of the share premium reduction by reference to the equity market value of Sunrise on the effective date of the Spin Transaction.
3.The Adjournment Proposal – a proposal to give Liberty Global the authority to adjourn or postpone the Special Meeting if necessary or appropriate, including to solicit additional proxies in favor of the first two proposals, if there are insufficient votes at the time of the Special Meeting to approve the first two proposals or in the absence of a quorum.
Proposals one through three were adopted. The number of votes cast for, against or withheld, as well as the number of abstentions as to each proposal are set forth below.
Proposal 1 – The Spin-Off Proposal:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||||||
| 245,566,834 | 57,470 | 23,978 | ||||||||||||
Proposal 2 – The Share Premium Reduction Proposal:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||||||
| 245,516,037 | 92,498 | 39,747 | ||||||||||||
Proposal 3 – The Adjournment Proposal:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||||||
| 242,263,802 | 3,347,402 | 37,078 | ||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Name | |||||||
| 99.1* | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Exhibit is furnished herewith and not deemed to be filed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIBERTY GLOBAL LTD. | ||||||||
| By: | /s/ RANDY L. LAZZELL | |||||||
| Randy L. Lazzell | ||||||||
| Vice President | ||||||||
Date: October 29, 2024