Liberty Broadband Amends Bylaws for Special Meetings

TL;DR

Liberty Broadband updated its bylaws regarding special stockholder meetings - check the details.

AI Summary

On August 14, 2024, Liberty Broadband Corporation filed an 8-K report detailing amendments to its bylaws. These amendments, effective immediately, concern the procedures for calling special meetings of stockholders and the notice requirements for such meetings. The changes aim to provide greater clarity and potentially streamline the process for convening special stockholder meetings.

Why It Matters

These bylaw changes could impact how and when stockholders can call for special meetings, potentially affecting corporate governance and shareholder activism.

Risk Assessment

Risk Level: low — The filing concerns procedural bylaw amendments, not material financial events or strategic shifts, posing minimal immediate risk.

Key Players & Entities

• Liberty Broadband Corporation (company) — Registrant
• August 14, 2024 (date) — Date of Report

FAQ

Filing Documents

• tm2421782d1_8k.htm (8-K) — 33KB
• tm2421782d1_ex3-1.htm (EX-3.1) — 134KB
• 0001104659-24-090114.txt ( ) — 419KB
• lbrda-20240814.xsd (EX-101.SCH) — 3KB
• lbrda-20240814_def.xml (EX-101.DEF) — 27KB
• lbrda-20240814_lab.xml (EX-101.LAB) — 36KB
• lbrda-20240814_pre.xml (EX-101.PRE) — 25KB
• tm2421782d1_8k_htm.xml (XML) — 6KB

03. Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 14, 2024, the board of directors (the " Board ") of Liberty Broadband Corporation (the " Company ") approved an amendment and restatement of the Company's bylaws (the " Amended Bylaws "), which became effective immediately. In addition to certain other technical, conforming, modernizing and clarifying changes, the Amended Bylaws include the following changes to the advance notice provisions in Section 1.5 of the Amended Bylaws: modify the window for stockholders to submit proposals or nominations for the annual meeting to not more than 120 days and not less than 90 days prior to the anniversary date of the preceding year's annual meeting, and in the event the annual meeting is advanced by more than 20 days or delayed by more than 70 days from the anniversary date, notice must be received not earlier than 120 days prior to the annual meeting or the later of 90 days prior to the annual meeting or the 10th day following public announcement; modify the window for stockholders to submit proposals or nominations for special meetings to not more than 120 days and not less than 90 days prior to the special meeting; require a stockholder proposing business or nominating directors to provide additional information about the stockholder and any candidate the stockholder proposes to nominate for election as a director; expand the definition of beneficial and record ownership to encompass the definitions used in Rule 13d-3 of the Securities and Exchange Act of 1934, as amended (the " Exchange Act "); require the nominee and the proposing person represent that they are not subject to, and will not enter into, any undisclosed voting agreements with the Company; require that any stockholder nominee for director submit a completed and signed questionnaire with respect to the background, qualifications, and independence of such nominee; and incorporate the universal proxy rul

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws of the Company 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 15, 2024 LIBERTY BROADBAND CORPORATION By: /s/ Katherine C. Jewell Name: Katherine C. Jewell Title: Vice President and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR