LIBERTY BROADBAND CORP SERIES A (LBRDA)
Sector: Communication
2026 Annual Meeting Analysis
LIBERTY BROADBAND CORP SERIES A · Meeting: May 11, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors Proposal
Against Analysis
Mr. Malone has served as a director since 2014 and the stock has lost 30% over the past three years while the Communication Services sector ETF (XLC) gained 97%, a gap of nearly 128 percentage points — far exceeding the 30-point threshold for a company with negative absolute returns. The 5-year record is even worse (-63%), so there is no long-term track record to offset the recent underperformance, and the policy's mitigant does not apply.
Mr. Engles has served as a director since December 2020, meaning his tenure covers the full three-year underperformance window. The stock has fallen 30% while the XLC sector ETF rose 97% — a 128-point gap that far exceeds the policy's 30-point threshold. The 5-year picture is even weaker (-63% vs a much larger ETF gain), so the long-term mitigant does not rescue the vote.
Mr. Welsh has served as a director since 2014 and the stock has delivered a -30% three-year return against a +97% gain for the XLC sector ETF — a 128-point gap that is more than four times the 30-point trigger threshold for companies with negative absolute returns. The 5-year record (-63%) confirms this is not a transient dip, so the policy's mitigant does not apply.
For Analysis
All three Class III director nominees — John C. Malone, Gregg L. Engles, and John E. Welsh III — trigger the TSR underperformance rule. Liberty Broadband's stock has fallen roughly 30% over three years while the Communication Services sector ETF (XLC) gained 97%, a gap of approximately 128 percentage points, which is far above the 30-point threshold that applies when a company has negative absolute returns and no named peer group is disclosed. The 5-year return of -63% confirms sustained underperformance, so the 5-year mitigant does not apply to any of the three nominees. All three directors hold tenure long enough to bear accountability for this track record.
Say on Pay
✓ FORCEO
Martin E. Patterson
Total Comp
$1,194,406
Prior Support
N/A
The CEO's total reported compensation was $1,194,406, a modest level for a company with a $7.3 billion market cap that is well within the expected range for a CEO in this sector and market cap band. The company operates under an unusual services agreement with Liberty Media whereby executives are primarily paid by Liberty Media — not directly by Liberty Broadband — so the reported figure substantially understates true total compensation but also means Liberty Broadband's direct outlay is minimal. Given the limited direct compensation paid by the company and the absence of evidence of egregious pay practices, the structure does not meet the threshold for an against vote under the policy.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,427,000
Non-Audit Fees
$187,000
KPMG LLP's non-audit fees (tax services of $187,000) represent only about 13% of audit fees ($1,427,000), well below the 50% threshold that would raise independence concerns. No tenure disclosure was found in the proxy so the tenure trigger cannot fire, and KPMG is a Big 4 firm appropriate for a company of Liberty Broadband's size and complexity.
Overall Assessment
The 2026 Liberty Broadband annual meeting presents two proposals. All three director nominees (Malone, Engles, Welsh) draw AGAINST votes because the stock has dramatically underperformed the Communication Services sector ETF (XLC) over three years (-30% vs +97%), a gap that far exceeds the policy trigger and is not rescued by the 5-year track record (-63%). The auditor ratification (KPMG) and the implied Say on Pay both pass cleanly — KPMG's non-audit fees are well below the independence threshold, and CEO direct pay is modest given the company's shared-services compensation structure.