Not independent
Tenure on this board
8.4 yrs
Also a director at
Liberty Global Ltd (LBTYA)Lionsgate Studios Corp (LION)Grupo Televisa Sab (TV)
4 nominees · 3 ballot items.
Vote to elect four Class III directors (Michael T. Fries, Alfonso de Angoitia Noriega, Paul A. Gould and Roberta S. Jacobson); to appoint KPMG LLP as independent auditors for 2026 and authorize the audit committee to set their remuneration; and to approve the Liberty Latin America 2026 Incentive Plan.
Elect Michael T. Fries, Alfonso de Angoitia Noriega, Paul A. Gould and Roberta S. Jacobson as Class III members of the Board to serve until the 2029 Annual General Meeting or until their offices are otherwise vacated.
Appoint KPMG LLP as Liberty Latin America’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and authorize the Board, acting by the audit committee, to determine the auditors’ remuneration.
Approve the Liberty Latin America 2026 Incentive Plan, a new equity and cash incentive plan authorizing up to 50,000,000 shares (10,000,000 Class B limit) to be used for options, SARs, restricted shares, RSUs, performance awards, cash awards and other awards.
This proposal asks shareholders to approve the Liberty Latin America 2026 Incentive Plan, which would replace new-grant authority under the Prior Plans and authorize up to 50,000,000 shares for use in a broad menu of awards (options, SARs, restricted shares, RSUs, performance awards, cash awards and other awards), with a 10,000,000-share cap for Class B shares. Management and the compensation committee present the plan as a retention and recruitment tool designed to align executives’ and employees’ interests with long‑term shareholder value by delivering compensation largely in equity or equity-like instruments subject to multi-year vesting and performance conditions. Key plan features include administration by an independent compensation committee, a ten‑year term, no evergreen automatic share replenishment, anti-dilution adjustment mechanics, clawback and recoupment provisions, limits on granting below‑market options/SARs, and standard U.S. tax and Section 409A considerations. The filing discloses plan mechanics that temper dilution (recycling of forfeited or repurchased shares, limitations on substitute awards) and describes the company’s current overhang and historical burn rates — combined Prior Plans overhang was reported at about 31.43% (79th percentile of its compensation peer group) and a combined average burn rate of 2.992% for 2024–2025 — signaling potentially meaningful but manageable dilution depending on grant practices. The plan also explicitly contemplates director share election mechanics, performance‑based awards tied to a broad set of financial and non‑financial metrics, and customary change‑in‑control and termination provisions, which affect vesting and payouts. From a governance perspective, the committee highlights administrative controls (committee pre‑approval thresholds, audit and compensation committee oversight, prohibition on certain non‑audit services for auditors, and recoupment policy), but shareholders should weigh the plan’s size, the breadth of permissible award types and potential dilution against the need to attract and retain talent in the company’s competitive telecom markets. The Board recommends FOR the plan on the stated grounds of retention, alignment with shareholders, and flexibility to implement multi-year, performance‑contingent awards; shareholders should evaluate the plan against peer practice, projected dilution, and whether the disclosed performance metrics and recoupment mechanisms sufficiently align pay with long‑term performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Rubric Capital Management LP | 1.86% | 3,750,000 | $32M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 1.14% | 2,298,651 | $20M |
| 3 | BlackRock, Inc. | 0.84% | 1,686,617 | $15M |
| 4 | STATE OF WISCONSIN INVESTMENT BOARD | 0.77% | 1,560,065 | $13M |
| 5 | GAMCO INVESTORS, INC. ET AL | 0.55% | 1,101,933 | $10M |
| 6 | BlackRock, Inc. | 0.51% | 1,030,585 | $9M |
| 7 | Fourth Sail Capital LP | 0.45% | 909,742 | $8M |
| 8 | GOLDMAN SACHS GROUP INC | 0.44% | 891,240 | $8M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 0.43% | 864,559 | $7M |
| 10 | GABELLI FUNDS LLC | 0.42% | 849,005 | $7M |
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