Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2020, the board of directors (the “Board”)
of Liberty Broadband Corporation (the “Company” or “Liberty Broadband”) approved the following
changes to the Board, subject to and immediately following the completion of the proposed combination (the “Combination”)
of Liberty Broadband and GCI Liberty, Inc. (“GCI Liberty”) and the other transactions contemplated by the Agreement
and Plan of Merger, dated as of August 6, 2020, by and among Liberty Broadband, GCI Liberty, Grizzly Merger Sub 1, LLC and Grizzly
Merger Sub 2, Inc.: (i) the size of the Board will increase from six to eight directorships; (ii) the newly created directorships
resulting from such increase will be a Class II directorship and a Class III directorship, with a term expiring at the annual meeting
of stockholders in 2022 and 2023, respectively and (iii) Sue Ann R. Hamilton and Gregg L. Engles will be appointed to the Board
to fill the newly created directorships and will serve as a Class II director and a Class III director, respectively.
The Board has determined that Ms. Hamilton and Mr. Engles each
qualify as an independent director for purposes of the rules of The Nasdaq Stock Market LLC as well as applicable rules and regulations
adopted by the Securities and Exchange Commission.
If the Combination is completed and Ms. Hamilton and Mr. Engles
are appointed to the Board, it is expected that they will each receive the same compensation as the Company’s other nonemployee
directors, which is summarized in the Company’s proxy statement for the annual meeting of stockholders held on May 19, 2020,
which was filed with the Securities and Exchange Commission on April 10, 2020.
Forward-Looking Statements
This
Current Report on Form 8-K includes forward-looking statements. All statements other than statements of historical fact
are “forward-looking statements” for purposes of federal and state securities laws.
Words such as “will” and “expect”
or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify forward-looking statements. It
is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur. These forward-looking
statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual
results to differ materially from those indicated in such forward-looking statements, including, but not limited to, the ability
of the parties to consummate the Combination on a timely basis or at all and the satisfaction of the conditions precedent to consummation
of the Combination, including, but not limited to, approval by the stockholders of Liberty Broadband and GCI Liberty and regulatory
approvals. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and Liberty Broadband
expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained
herein to reflect any change in Liberty Broadband’s expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Broadband, including
its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and the joint proxy statement/prospectus included in the registration
statement on Form S-4 filed by Liberty Broadband with the SEC on September 17, 2020, for additional information about Liberty Broadband
and about the risks and uncertainties related to the business of Liberty Broadband which may affect the statements made in this
Current Report on Form 8-K.
Additional Information
Nothing in this Current Report on Form 8-K
shall constitute a solicitation to buy or an offer to sell securities of Liberty Broadband or GCI Liberty. The offer and sale
of shares in the Combination will only be made pursuant to Liberty Broadband’s effective registration statement. Liberty
Broadband’s stockholders, GCI Liberty’s stockholders and other investors are urged to read the joint proxy statement/prospectus
included in the registration statement on Form S-4 filed by Liberty Broadband with the SEC on September 17, 2020, as well as any
amendments or supplements to that document, because they will contain important information about the Combination. Copies of these
SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together with
the materials incorporated by reference therein are also available, without charge, by directing a request to Liberty Broadband
Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5700.
Participants in a Solicitation
Liberty Broadband and
GCI Liberty and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation
of proxies in respect of the Combination. Information about Liberty Broadband’s directors and executive officers is available
in Liberty Broadband’s definitive proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC
on April 10, 2020. Information about GCI Liberty’s directors and executive officers is available in GCI Liberty’s definitive
proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on April 10, 2020. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings
or otherwise, are contained in the joint proxy statement/prospectus included in the registration statement
on Form S-4 filed by Liberty Broadband with the SEC on September 17, 2020. Investors should read the joint
proxy statement/prospectus included in the registration statement on Form S-4 carefully before making any voting or investment
decisions. You may obtain free copies of these documents from Liberty Broadband as indicated above.