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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): May 22, 2025
LIBERTY BROADBAND CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
001-36713 |
47-1211994 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Series A common stock |
LBRDA |
The Nasdaq Stock Market LLC |
Series C common stock |
LBRDK |
The Nasdaq Stock Market LLC |
Series A Cumulative Redeemable preferred stock |
LBRDP |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2025, Derek Chang was appointed to the board of directors (the “Board”) of Liberty Broadband Corporation (“Liberty”), effective immediately. Following Mr. Chang’s appointment, Liberty will have a total of 8 directors, divided among three classes, with Mr. Chang serving as a Class I director with a term expiring at the annual meeting of stockholders in 2027.
There were no arrangements or understandings between Mr. Chang and any other person pursuant to which Mr. Chang was selected as a member of the Board. Mr. Chang has no direct or indirect material interest in any related party transaction required to be disclosed under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On May 22, 2025, Liberty issued a press release (the “press release”) announcing that the Board declared a quarterly cash dividend which will be payable on July 15, 2025 to stockholders of record of the Company’s Series A Cumulative Redeemable Preferred Stock at the close of business on June 30, 2025. The press release also announced the addition of Mr. Chang to the Board. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The disclosure in Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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: May 22, 2025
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LIBERTY BROADBAND CORPORATION |
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By: |
/s/ Katherine C. Jewell |
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Name: Katherine C. Jewell |
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Title: Vice President and Secretary |
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Exhibit 99.1
May 22, 2025
Liberty Broadband Corporation Declares Quarterly Cash Dividend on Series A Cumulative Redeemable Preferred Stock and Appoints Derek Chang to Board of Directors
ENGLEWOOD, Colo.--(BUSINESS WIRE)— Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK, LBRDP) today announced that its Board of Directors declared the regular quarterly cash dividend payable to holders of its Series A Cumulative Redeemable Preferred Stock (the “Preferred Stock”) (Nasdaq: LBRDP). The per share amount of the quarterly cash dividend will be $0.43750001, payable in cash on July 15, 2025 to holders of record of the Preferred Stock at the close of business on June 30, 2025 (the “Record Date”).
Additionally, Liberty Broadband announced today that Derek Chang, President and CEO of Liberty Media Corporation, was appointed to the board of directors of Liberty Broadband, effective immediately. Following Mr. Chang’s appointment, the board will have a total of 8 directors, divided among three classes, with Mr. Chang serving as a Class I director with a term expiring at the annual meeting of stockholders in 2027.
About Liberty Broadband Corporation
Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK, LBRDP) operates and owns interests in a broad range of communications businesses. Liberty Broadband’s principal assets consist of its interest in Charter Communications and its subsidiary GCI. GCI is Alaska’s largest communications provider, providing data, wireless, voice and managed services to consumer and business customers throughout Alaska and nationwide. GCI has delivered services over the past 40 years to some of the most remote communities and in some of the most challenging conditions in North America.
Liberty Broadband Corporation
Shane Kleinstein, 720-875-5432
Source: Liberty Broadband Corporation