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): December 10, 2018
GCI LIBERTY, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-38385 | 92-0072737 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5900
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 [ ]
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. [ ]
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 10, 2018, the compensation committee of the board of directors of GCI Liberty, Inc. (the “Company”) approved multiyear grants of restricted stock units (“RSUs”) with respect to the Company’s Series A common stock to the named executive officers listed in the Company’s 2018 proxy statement as follows: Ronald A. Duncan - 56,134 RSUs, Peter J. Pounds - 15,990 RSUs, Martin E. Cary - 16,938 RSUs, Gregory F. Chapados - 39,069 RSUs and Tina M. Pidgeon - 46,036 RSUs. Mr. Duncan’s RSUs will cliff vest on January 5, 2023, and the others’ RSUs will cliff vest on November 15, 2022.
Item 7.01. Regulation FD Disclosure.
On December 13, 2018, the Company issued a press release (the “press release”) announcing that its board of directors declared a quarterly cash dividend which will be payable on January 15, 2019 to stockholders of record of the Company’s Series A Cumulative Redeemable Preferred Stock at the close of business on December 31, 2018. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The disclosure in Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description |
99.1 | | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 14, 2018
GCI LIBERTY, INC.
By: /s/ Wade Haufschild
Name: Wade Haufschild
Title: Vice President