Sector: Communication
LIBERTY LATIN AMERICA LTD CLASS A · Meeting: June 23, 2026
Directors FOR
0
Directors AGAINST
4
Say on Pay
N/A
Auditor
FOR
Election of Class III Directors: Michael T. Fries, Alfonso de Angoitia Noriega, Paul A. Gould, and Roberta S. Jacobson
Against Analysis
Mr. Fries has served since December 2017 and the company's stock has badly trailed its peers over both three and five years (-111.8pp and -52.1pp below peer medians respectively), which triggers a vote against under our stock performance policy; separately, as the active CEO of Liberty Global, he sits on three additional public company boards beyond LILA, which exceeds the two-outside-board limit we apply to sitting CEOs.
Mr. de Angoitia Noriega has served since December 2017 and faces the same sustained stock underperformance trigger as the rest of the long-tenured board; additionally, as co-CEO of Grupo Televisa, he holds three outside public company directorships (LILA, Univision, and Banorte), which exceeds the two-board limit our policy applies to sitting CEOs whose primary obligation is to their own company's shareholders.
Mr. Gould has served since December 2017 and is subject to the sustained TSR underperformance trigger given that LILA has trailed its named peer group by more than 111 percentage points over three years, with no improvement over five years; he also sits on four public company boards simultaneously (LILA, Liberty Global, Warner Bros. Discovery, and Radius Global Infrastructure), which triggers our overboarding rule for non-executive directors.
Ambassador Jacobson joined in May 2022, which is more than 24 months before this meeting, so our policy's new-director exemption does not apply; LILA's stock has fallen roughly 0.6% over the past three years while the named peer group rose an average of 111.2%, a gap far exceeding our 20-percentage-point trigger for companies with negative absolute returns, and the five-year record does not provide a mitigating offset. No overboarding or other concerns are present beyond the TSR trigger.
For Analysis
All four Class III nominees are recommended AGAINST. The three directors who have served since the company's 2017 inception (Fries, de Angoitia Noriega, Gould) are subject to both the sustained TSR underperformance trigger — LILA's stock has trailed its named peer median by approximately 112 percentage points over three years with no relief over five years — and overboarding concerns. Ambassador Jacobson, who joined in May 2022, is past the 24-month new-director exemption window and also triggers the TSR test. The XLC sector ETF benchmark (fallback) shows an even wider gap of -99.5pp, confirming the underperformance is not an artifact of peer selection.
Auditor
KPMG LLP
Tenure
10 yrs
Audit Fees
$9,477,000
Non-Audit Fees
$1,234,000
KPMG has audited Liberty Latin America since 2016 (approximately 10 years), well below our 25-year tenure concern threshold; non-audit fees (audit-related fees of $32,000 plus tax fees of $1,202,000) total $1,234,000, representing about 13% of core audit fees of $9,477,000, comfortably below the 50% level that would raise independence concerns; and KPMG is a Big 4 firm appropriate for a company of this size and international complexity.
The 2026 annual meeting features a director election where all four Class III nominees are recommended AGAINST due to a combination of severe multi-year stock underperformance (LILA has trailed its named peer group by over 111 percentage points over three years with no five-year mitigant) and overboarding concerns affecting three of the four nominees; the auditor ratification of KPMG is straightforward and recommended FOR given low non-audit fees and appropriate tenure. The equity incentive plan (Proposal 3) falls outside this policy's current scope and receives no vote determination.
12 companies disclosed in 2026 proxy filing
