DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of the end of the period covered by the most recent Annual Report on Form 10-K of Liberty Broadband Corporation (the “Registrant”), the following securities of the Registrant were registered under Section 12 of the Securities Exchange Act of 1934, as amended: (1) Series A common stock, par value $0.01 per share (the “Series A common stock”), (2) Series C common stock, par value $0.01 per share (the “Series C common stock”) and (3) Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”).
Description of Registrant’s Capital Stock
The following description of the Registrant’s Series A common stock, Series C common stock and Series A Preferred Stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Registrant’s Restated Certificate of Incorporation (the “charter”) and the Registrant’s Certificate of Designations of Series A Cumulative Redeemable Preferred Stock (the “certificate of designations”), each of which is an exhibit to this Annual Report on Form 10-K and is incorporated by reference herein. We encourage you to read the charter, the certificate of designations and the applicable provisions of the Delaware General Corporation Law for additional information.
Authorized Capital Stock
The Registrant’s authorized capital stock consists of one billion sixty-eight million seven hundred fifty thousand (1,068,750,000) shares, of which one billion eighteen million seven hundred and fifty thousand (1,018,750,000) shares are designated common stock, par value $0.01 per share, and fifty million (50,000,000) shares are designated preferred stock, par value $0.01 per share (the “preferred stock”). The common stock is divided into three series. The Registrant has five hundred million (500,000,000) shares of Series A common stock (the “Series A common stock”), eighteen million seven hundred and fifty thousand (18,750,000) shares of Series B common stock (the “Series B common stock”), and five hundred million (500,000,000) shares of Series C common stock (the “Series C common stock”) authorized. With respect to the preferred stock, seven million three hundred thousand (7,300,000) shares are designated Series A Preferred Stock and forty-two million seven hundred thousand (42,700,000) shares are undesignated as to series.
The Registrant’s Common Stock
The holders of the Registrant’s Series A common stock, Series B common stock and Series C common stock have equal rights, powers and privileges, except as otherwise described below.
The holders of the Registrant’s Series A common stock are entitled to one vote for each share held, and the holders of its Series B common stock are entitled to ten votes for each share held, on all matters voted on by the Registrant’s stockholders, including elections of directors. The holders of its Series C common stock are not entitled to any voting powers, except as required by Delaware law. When the vote or consent of holders of the Series C common stock is required by Delaware law, the holders of the Registrant’s Series C common stock will be entitled to 1/100th of a vote for each share held.
Holders of shares of Series A Preferred Stock are entitled to one-third of a vote per share for each share of such stock held, subject to adjustment in accordance with the charter.
Except as otherwise required by Delaware law, the Registrant’s charter or the terms of any series of preferred stock, the holders of shares of Series A common stock, Series B common stock, and each series of preferred stock that is designated as a voting security (which includes the Series A Preferred Stock) will vote as one class with respect to the election of directors and with respect to all other matters to be voted on by the stockholders, and no