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BCS

Current Report · Items 3.03, 5.03, 5.07, 7.01, 9.01 · 8-K

Liberty Capital Corporation

Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

Item 3.03. Material Modification of Rights of Security Holders.

Filed May 13, 2026Accepted May 12, 2026, 6:25 PM EDTCIK 2057463Accession 0001104659-26-059560
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Company context

GCI Liberty was formed in Nevada in December 2024 for the purpose of ultimately holding the GCI Business. On July 14, 2025, Liberty Broadband and its subsidiaries completed an internal reorganization in order for Liberty Broadband to transfer the GCI Business to GCI Liberty in exchange for GCI Liberty stock, including 10,000 shares of GCI Liberty non-voting preferred stock, and the assumption of liabilities related to the GCI Business by GCI Liberty. The internal reorganization resulted in GCI Liberty owning, directly or indirectly, GCI, LLC and the operations comprising, and the entities that conduct, the GCI Business. Following the internal reorganization, on July 14, 2025, Liberty Broadband sold all of the non-voting preferred stock (the “preferred stock sale”) to third parties. Following the preferred stock sale, GCI Liberty effected a reclassification of GCI Liberty’s existing common stock into a sufficient number of shares of Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock to complete the divestiture of GCI Liberty pursuant to the distribution (the “distribution”) by Liberty Broadband to the holders of record of Liberty Broadband common stock, as of the record date for the distribution, of all the shares of GCI Group common stock held by Liberty Broadband immediately prior to the distribution. The internal reorganization, the preferred stock sale, the reclassification and the distribution are collectively referred as

Current securities

Historical securities (1)

Recent company filings

  1. Regulation FD DisclosureOct 9, 2026
  2. SCHEDULE 13G - filed by DIMENSIONAL FUND ADVISORS LP regarding Liberty Capital Corp/NVOct 8, 2026
  3. SCHEDULE 13G/A - filed by GEODE CAPITAL MANAGEMENT, LLC regarding Liberty Capital Corp/NVOct 8, 2026
  4. 4 filingSep 8, 2026
  5. 4 filingSep 2, 2026

Disclosure sections

Items 3.03, 5.03, 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modification of Rights of Security Holders.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders. At GCI Liberty, Inc.’s (the “Company”) annual meeting of stockholders held on May 11, 2026 (the “Annual Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Richard R. Green and Jedd Gould to continue serving as Class I members of the Company’s Board of Directors until the 2029 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026 (the “auditors ratification proposal”); (3) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the definitive proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “say-on-pay proposal”); (4) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “say-on-frequency proposal”); (5) a proposal to adopt a new article to the Company’s articles of incorporation (as amended, the “Articles”) waiving jury trials for internal actions pursuant to a certificate of amendment to be filed in the office of the Nevada Secretary of State (the “articles amendment proposal”); and (6) a proposal to approve one or more adjournments of the Annual Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Annual Meeting to approve the articles amendment proposal at the time of such adjournment or if otherwise determined by the chairperson of the annual meeting to be necessary or appropriate (the “adjournment proposal”). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal are set forth below. 1. Election of the following Nominees to the Company’s Board of Directors Director Nominee Votes For Votes Withheld Broker Non-Votes ───────────────────────────────────────────────────────────────────────────── Richard R. Green 5,509,444 485,491 663,354 Jedd Gould 5,807,726 187,209 Accordingly, the foregoing nominees were re-elected to the Company’s Board of Directors. 2. The Auditors Ratification Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 6,632,364 5,188 20,737 - Accordingly, the auditors ratification proposal was approved. 3. The Say-On-Pay Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 4,975,149 1,013,589 6,197 663,354 Accordingly, the say-on-pay proposal was approved. 4. The Say-On-Frequency Proposal 1 Year 2 Years 3 Years Abstentions Broker Non-Votes ──────────────────────────────────────────────────────────────────────────────── 1,675,384 5,599 4,313,477 475 663,354 Accordingly, the frequency at which future say-on-pay votes will be held is every three years. 5. The Articles Amendment Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 5,797,975 193,971 2,989 663,354 Accordingly, the articles amendment proposal was approved. 6. The Adjournment Proposal Votes For Votes Against Abstentions Broker Non-Votes ─────────────────────────────────────────────────────────────────────── 5,738,251 256,355 329 663,354 Accordingly, the adjournment proposal was finally approved, but the meeting was not adjourned prior to the vote on the articles amendment proposal. Filing of Articles Amendment On May 12, 2025, the Company filed a certificate of amendment (the “Articles Amendment”) to its Articles with the office of the Nevada Secretary of State to add a new paragraph 4 to Article XII of the Articles to provide that to the fullest extent not inconsistent with any applicable U.S. federal laws, any and all “internal actions” (as defined in Nevada Revised Statutes 78.046) must be tried in a court of competent jurisdiction before the presiding judge as a trier of fact and not before a jury. The Articles Amendment was approved by the Company’s stockholders at the Annual Meeting and became effective upon the filing and effectiveness of a certificate of amendment in the office of the Nevada Secretary of State setting forth the Articles Amendment. The section of the Company’s definitive proxy statement relating to the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026, entitled “Proposal 5 - The Articles Amendment Proposal” is incorporated herein by reference. Such section is qualified in its entirety by reference to the full text of the Articles Amendment, which is incorporated by reference as Exhibit 3.1 to this Current Report on Form 8-K.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On May 11, 2026, the Company announced that, following unexpected obstacles to completing a larger, more strategic transaction relating to Liberty Latin America Ltd. (“LLA”), Chairman of the Board, Dr. John C. Malone has determined to terminate discussions with the Company regarding any further acquisitions of his LLA interests and has offered to acquire the Company’s 6% equity interest in LLA at the same price paid by the Company last month. The Board of Directors has accepted this offer. This Item 7.01 and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Filed exhibits (1)
EX-99.1 (by filename) tm2614435d1_ex99-1.htm

EX-99.1 3 tm2614435d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 GCI Liberty Provides Update Following Discussions with Chairman John Malone ENGLEWOOD, Colo. - GCI Liberty, Inc. (“GCI Liberty”) today announced that, following unexpected obstacles to completing a larger, more strategic transaction relating to Liberty Latin America Ltd. (“LLA”), Chairman of the Board, Dr. John C. Malone has determined to terminate discussions with GCI Liberty regarding any further acquisitions of his LLA interests and has offered to acquire GCI Liberty’s 6% equity interest in LLA at the same price paid by GCI Liberty last month. The Board of Directors has accepted this offer. Dr. Malone states as follows: “My vision for GCI Liberty contemplates two distinct units - one built around stable, cash-generative operations, with declining capital intensity and an ability to return capital from its rapidly growing free cash flow, and another focused on long-term investment growth. While regulatory, tax, and structural complexities have complicated and delayed executing that framework fully, I continue to believe strongly in its merit. Given that I was unable to complete a larger transaction as originally co…

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