Liberty Capital Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Richard R. Green and Jedd Gould as Class I directors to serve until the 2029 annual meeting or earlier resignation/removal.

2. 2

   Ratification of Auditors

   ManagementBoard: FOR

   Ratify the selection of KPMG LLP as independent auditors for fiscal year ending December 31, 2026.

3. 3

   Say-on-Pay (Advisory Approval of Executive Compensation

   ManagementBoard: FOR

   Advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   The say-on-pay proposal asks shareholders to approve, on an advisory basis, the company’s executive compensation program as disclosed in the proxy statement. Management seeks approval to demonstrate stockholder support for the design and outcomes of its compensation structure, which emphasizes performance-based and long-term incentives, aligning executives’ interests with long-term shareholder value. The board recommends a 'FOR' vote, arguing the program appropriately motivates executives and incorporates safeguards including performance metrics, equity-based awards, and clawback provisions. The proposal is non-binding; however, management and the compensation committee state they will consider the vote's outcome in future compensation decisions. Given the company's recent spin-off and the significant equity grants to executive leadership, the advisory vote serves as an important governance signal about alignment, pay-for-performance and post-spin governance rigor. Investors evaluating this proposal should weigh the compensation committee’s rationale, the disclosed pay versus performance metrics, and the presence of retention-focused multi-year option awards and substantial CEO awards tied to multi-year vesting that could create concentrated long-term upside for management.

4. 4

   Say-on-Frequency (Advisory Vote on Frequency of Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to choose whether future advisory votes on executive compensation should occur every one, two, or three years; the board recommends three years.

   More detail

   The board recommends advisory votes on executive compensation every three years, arguing that a triennial schedule better aligns with the company’s long-term compensation design, reduces focus on single-year fluctuations, and allows a meaningful assessment of multi-year incentive outcomes. The proposal is advisory and non-binding, but a clear shareholder vote for a frequency would guide the board. Investors should consider that a three-year cycle is common for companies with long-term incentive programs, but also means fewer formal opportunities to express views on compensation.

5. 5

   Articles Amendment (Adopt Charter Amendment to Waive Jury Trials for Internal Actions

   ManagementBoard: FOR

   Adopt a new article to the charter to waive jury trials for internal actions, requiring such actions to be tried before the presiding judge.

   More detail

   The articles amendment seeks shareholder approval to add a charter provision waiving jury trials for internal actions consistent with amendments to Nevada law. Management argues the amendment will expedite litigation, avoid juror misunderstanding of complex corporate matters, and reduce time and costs associated with jury trials. Adopting this amendment may limit shareholders’ trial-by-jury rights in internal disputes and concentrates fact-finding in judges who may have greater familiarity with corporate law. The board recommends a 'FOR' vote, citing alignment with Nevada statutory changes and efficiency benefits; shareholders should weigh the trade-off between procedural efficiency and preservation of jury trial rights, and consider potential impacts on litigation strategy, perceived forum fairness, and minority shareholder protections.

6. 6

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournments of the annual meeting to permit further solicitation of proxies if necessary to obtain approval of the articles amendment or as otherwise appropriate.

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When is the Liberty Capital Corp 2026 annual meeting?

Liberty Capital Corp (GLIBA) holds its 2026 annual shareholder meeting on Monday, May 11, 2026.

What is the record date for the Liberty Capital Corp 2026 meeting?

The record date for the Liberty Capital Corp 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Liberty Capital Corp's 2026 meeting?

The board is presenting 2 director nominees at the Liberty Capital Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Liberty Capital Corp 2026 meeting?

Shareholders will vote on 6 proposals at the Liberty Capital Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.