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): January 15, 2019
Liberty Global plc
(Exact Name of Registrant as Specified in Charter)
England and Wales | 001-35961 | 98-1112770 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification #) | ||
Griffin House, 161 Hammersmith Rd, London, United Kingdom
W6 8BS
(Address of Principal Executive Office)
+44.208.483.6449 or 303.220.6600
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Named Executive Officer
In connection with a larger operating structure simplification, after 14 years of service, Diederik Karsten, our Executive Vice President and Chief Commercial Officer, will be leaving Liberty Global on July 1, 2019. On January 15, 2019, Mr. Karsten and Liberty Global B.V., one of our wholly-owned subsidiaries (the “Company”), entered into a Settlement Agreement (the “Agreement”) with terms consistent with our Dutch legal framework (the Social Policy Liberty Global B.V. adopted in July 1, 2018 for our Netherlands employees), as applicable to a senior officer. The Agreement provides, among other things, for:
• | Standard Dutch legal framework exit provisions given 14 years of service; |
• | Mr. Karsten will be available for consultation until his departure date; salary and benefits continue during this transition period; |
• | Upon his departure date, based on years of service, multiple of salary and average bonus, he will receive a payment in the amount of €3,560,494 ($4,083,531) and will obtain one year of accelerated vesting of his share appreciation rights; |
• | Mr. Karsten will vest in equity performance awards currently outstanding concerning performance periods in which he was employed, subject to proration and individual and company performance; he will not be eligible for equity awards granted in calendar year 2019; |
• | Mr. Karsten is entitled, based upon years of service, to exercise his vested stock appreciation rights for a period of two years from his departure date; however, as part of the overall agreement, he waived the second year of this benefit in exchange for a payment in the amount of $1,250,000; and |
• | Mr. Karsten will no longer hold any officer positions as of the date of the Agreement. |
The terms of the Agreement were approved by the Compensation Committee of our Board of Directors.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Name
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIBERTY GLOBAL PLC | ||
By: | /s/ RANDY L. LAZZELL | |
Randy L. Lazzell | ||
Vice President | ||
Date: January 15, 2019
Exhibit 99.1
LIBERTY GLOBAL ANNOUNCES DEPARTURE OF DIEDERIK KARSTEN
BROADER REORGANIZATION PLAN WILL DELIVER MORE AGILE AND EFFICIENT OPERATING STRUCTURE
Denver - January 15, 2019
Liberty Global today announced the departure of Diederik Karsten. Karsten has been in senior leadership roles with Liberty Global since 2004, including Managing Director of the company’s Netherlands cable business; EVP, European Broadband Operations and, most recently, Chief Commercial Officer.
The change follows the company’s decision to begin simplifying its operating structure, including certain central functions managed by Karsten, as a result of recently completed and announced M&A transactions.
“I want to thank Diederik for his years of service to Liberty Global,” said Mike Fries, CEO, Liberty Global. “He has been a loyal and valuable member of my senior leadership team and, as Chief Commercial Officer, has helped to ensure that our local operating companies have world class expertise in customer relations and marketing. Our plan is to continue this evolution, bringing key capabilities closer to our customers.”
Today’s announcement is the first step in a broader reorganization program at Liberty Global, designed to decrease management layers and increase efficiency across both central and local operations.
In addition to the Commercial function, Liberty Global is making a number of changes to its operating structure in its central Technology & Innovation organization, which going forward will focus primarily on product development, technology strategy and other scalable functions.
These adaptations reflect the changing scope of Liberty Global’s business in the wake of the sale of its Austrian operation and in anticipation of completing the transaction with Vodafone for the sale of its businesses in Germany, Hungary, Romania and the Czech Republic.
Fries added, “We have incredible talent at all levels of Liberty Global, and these changes will help us create an even more agile, entrepreneurial and customer-focused company. With a track record of building and growing world class businesses and the strategic and financial capability to allocate capital in a rapidly changing landscape, I’m extremely excited about what lies ahead.”
ABOUT LIBERTY GLOBAL
Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is the world’s largest international TV and broadband company, with operations in 10 European countries under the consumer brands Virgin Media, Unitymedia, Telenet and UPC. We invest in the infrastructure and digital platforms that empower our customers to make
the most of the video, internet and communications revolution. Our substantial scale and commitment to innovation enable us to develop market-leading products delivered through next-generation networks that connect 21 million customers subscribing to 45 million TV, broadband internet and telephony services. We also serve 6 million mobile subscribers and offer WiFi service through 12 million access points across our footprint.
In addition, Liberty Global owns 50% of VodafoneZiggo, a joint venture in the Netherlands with 4 million customers subscribing to 10 million fixed-line and 5 million mobile services, as well as significant investments in ITV, All3Media, ITI Neovision, Casa Systems, LionsGate, the Formula E racing series and several regional sports networks.
For more information, please visit www.libertyglobal.com or contact:
Investor Relations: | Corporate Communications: |
Matt Coates +44 20 8483 6333 | Molly Bruce +1 303 220 4202 |
John Rea +1 303 220 4238 | Matt Beake +44 20 8483 6428 |
Stefan Halters +1 303 784 4528 | |