John Malone buys GCI Liberty (NASDAQ: GLIBA) 6% LLA stake at cost
Rhea-AI Filing Summary
GCI Liberty, Inc. reported results of its annual meeting and a change in its strategy around Liberty Latin America Ltd. (“LLA”). Stockholders re-elected two directors, ratified KPMG as auditor, approved executive pay and chose to hold future say-on-pay votes every three years.
They also approved an amendment to the articles of incorporation requiring “internal actions” under Nevada law to be tried by a judge rather than a jury, which became effective upon filing with the Nevada Secretary of State. Separately, Chairman Dr. John C. Malone ended talks on a larger LLA-related transaction and offered to buy GCI Liberty’s 6% equity interest in LLA at the same $8.63 per share price the company paid, returning about $107 million of cash to GCI Liberty’s balance sheet.
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Insights
GCI Liberty shifts LLA strategy while tightening governance terms.
GCI Liberty disclosed that a planned, larger strategic transaction around Liberty Latin America Ltd. fell through. Instead, Chairman John C. Malone will acquire the company’s 6% LLA stake at its recent cost of $8.63 per share, returning about $107m of cash.
This effectively unwinds a recent LLA purchase and restores liquidity, while maintaining Malone’s economic exposure to LLA. The filing does not quantify how significant $107m is versus GCI Liberty’s overall size, so the impact is best viewed as a strategic repositioning rather than clearly positive or negative.
On governance, shareholders approved a new provision requiring Nevada-defined “internal actions” to be tried by a judge rather than a jury. Investors may want to review future proxy materials and the full Articles Amendment text to understand how this forum and process change could affect any internal corporate disputes.
8-K Event Classification
Key Figures
Key Terms
say-on-pay financial
say-on-frequency financial
internal actions regulatory
Regulation FD regulatory
Liberty Latin America Ltd. financial
Searchlight LLA acquisition financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Item 3.03. Material Modification of Rights of Security Holders.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At GCI Liberty, Inc.’s (the “Company”) annual meeting of stockholders held on May 11, 2026 (the “Annual Meeting”), the following proposals were considered and acted upon by the stockholders of the Company: (1) a proposal to elect Richard R. Green and Jedd Gould to continue serving as Class I members of the Company’s Board of Directors until the 2029 annual meeting of stockholders or their earlier resignation or removal; (2) a proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026 (the “auditors ratification proposal”); (3) a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the definitive proxy statement relating to the Annual Meeting under the heading “Executive Compensation” (the “say-on-pay proposal”); (4) a proposal to approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the “say-on-frequency proposal”); (5) a proposal to adopt a new article to the Company’s articles of incorporation (as amended, the “Articles”) waiving jury trials for internal actions pursuant to a certificate of amendment to be filed in the office of the Nevada Secretary of State (the “articles amendment proposal”); and (6) a proposal to approve one or more adjournments of the Annual Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Annual Meeting to approve the articles amendment proposal at the time of such adjournment or if otherwise determined by the chairperson of the annual meeting to be necessary or appropriate (the “adjournment proposal”). The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each proposal are set forth below.
1. Election of the following Nominees to the Company’s Board of Directors
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Richard R. Green | 5,509,444 | 485,491 | 663,354 | |||
| Jedd Gould | 5,807,726 | 187,209 |
Accordingly, the foregoing nominees were re-elected to the Company’s Board of Directors.
2. The Auditors Ratification Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 6,632,364 | 5,188 | 20,737 | - |
Accordingly, the auditors ratification proposal was approved.
3. The Say-On-Pay Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,975,149 | 1,013,589 | 6,197 | 663,354 |
Accordingly, the say-on-pay proposal was approved.
4. The Say-On-Frequency Proposal
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 1,675,384 | 5,599 | 4,313,477 | 475 | 663,354 |
Accordingly, the frequency at which future say-on-pay votes will be held is every three years.
5. The Articles Amendment Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,797,975 | 193,971 | 2,989 | 663,354 |
Accordingly, the articles amendment proposal was approved.
6. The Adjournment Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 5,738,251 | 256,355 | 329 | 663,354 |
Accordingly, the adjournment proposal was finally approved, but the meeting was not adjourned prior to the vote on the articles amendment proposal.
Filing of Articles Amendment
On May 12, 2025, the Company filed a certificate of amendment (the “Articles Amendment”) to its Articles with the office of the Nevada Secretary of State to add a new paragraph 4 to Article XII of the Articles to provide that to the fullest extent not inconsistent with any applicable U.S. federal laws, any and all “internal actions” (as defined in Nevada Revised Statutes 78.046) must be tried in a court of competent jurisdiction before the presiding judge as a trier of fact and not before a jury. The Articles Amendment was approved by the Company’s stockholders at the Annual Meeting and became effective upon the filing and effectiveness of a certificate of amendment in the office of the Nevada Secretary of State setting forth the Articles Amendment.
The section of the Company’s definitive proxy statement relating to the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026, entitled “Proposal 5—The Articles Amendment Proposal” is incorporated herein by reference. Such section is qualified in its entirety by reference to the full text of the Articles Amendment, which is incorporated by reference as Exhibit 3.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On May 11, 2026, the Company announced that, following unexpected obstacles to completing a larger, more strategic transaction relating to Liberty Latin America Ltd. (“LLA”), Chairman of the Board, Dr. John C. Malone has determined to terminate discussions with the Company regarding any further acquisitions of his LLA interests and has offered to acquire the Company’s 6% equity interest in LLA at the same price paid by the Company last month. The Board of Directors has accepted this offer.
This Item 7.01 and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K 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
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation, effective May 12, 2026 | |
| 99.1 | Press release, dated May 11, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: May 12, 2026
| GCI LIBERTY, INC. | ||
| By: | /s/ Brittany A. Uthoff | |
| Name: Brittany A. Uthoff | ||
| Title: Vice President and Assistant Secretary | ||
Exhibit 99.1
GCI Liberty Provides Update Following Discussions with Chairman John Malone
ENGLEWOOD, Colo. — GCI Liberty, Inc. (“GCI Liberty”) today announced that, following unexpected obstacles to completing a larger, more strategic transaction relating to Liberty Latin America Ltd. (“LLA”), Chairman of the Board, Dr. John C. Malone has determined to terminate discussions with GCI Liberty regarding any further acquisitions of his LLA interests and has offered to acquire GCI Liberty’s 6% equity interest in LLA at the same price paid by GCI Liberty last month. The Board of Directors has accepted this offer.
Dr. Malone states as follows: “My vision for GCI Liberty contemplates two distinct units — one built around stable, cash-generative operations, with declining capital intensity and an ability to return capital from its rapidly growing free cash flow, and another focused on long-term investment growth. While regulatory, tax, and structural complexities have complicated and delayed executing that framework fully, I continue to believe strongly in its merit. Given that I was unable to complete a larger transaction as originally contemplated, I have offered to purchase the LLA block at GCIL’s cost. This demonstrates both my support for LLA, but also my belief in the concept of GCIL becoming two business units under one umbrella.”
Ron Duncan, President and CEO of GCI Liberty, states as follows: “We had been evaluating an investment in LLA that was predicated on obtaining both substantial ownership and a control position. When the Searchlight opportunity arose, it fit well with that larger, more strategic transaction, and we purchased those LLA shares in anticipation of our ability to complete the remainder of the plan. Unfortunately, we were unable to complete the execution of this broader transaction prior to the announcement of the Searchlight LLA acquisition, and, for a number of reasons, we have determined that it is not feasible to complete the remainder of the transaction. Accordingly, the board has accepted John’s offer to purchase the Searchlight LLA shares from us at our cost of $8.63 per share, replenishing the $107m of cash on our balance sheet. We thank John for his support of our growth strategy, and we will continue to seek opportunities that maximize shareholder value as we transform into Liberty Capital.”
About GCI Liberty, Inc.
GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBK) consists of its wholly owned subsidiary GCI. GCI is Alaska’s largest communications provider, providing data, voice and managed services to consumer and business customers throughout Alaska, serving more than 200 communities. GCI has invested $4.7 billion in its Alaska network and facilities over the past 47 years. Through a combination of ambitious network initiatives, GCI continues to expand and strengthen its statewide network infrastructure to deliver the best possible connectivity to its customers and close the digital divide in Alaska.
GCI
Liberty, Inc.
Hooper Stevens, +1 720-875-5406
Source: GCI Liberty, Inc.
FAQ
What did GCI Liberty (GLIBA) stockholders approve at the 2026 annual meeting?
Stockholders re-elected two Class I directors, ratified KPMG as auditor for 2026, approved executive compensation on an advisory basis, and chose a three-year frequency for future say-on-pay votes. They also approved an articles amendment and an adjournment authority, though the meeting was not adjourned.
What is the new articles amendment GCI Liberty (GLIBA) adopted?
The amendment adds a provision requiring, to the fullest extent permitted by U.S. federal law, that Nevada-defined “internal actions” be tried before a judge rather than a jury. It became effective when the certificate of amendment was filed with the Nevada Secretary of State.
What change did GCI Liberty (GLIBA) announce regarding Liberty Latin America Ltd.?
Following obstacles to a larger strategic transaction involving Liberty Latin America Ltd., Chairman John C. Malone ended discussions about further acquisitions of his LLA interests and instead offered to purchase GCI Liberty’s 6% equity stake in LLA at the same price GCI Liberty recently paid.
How much cash will GCI Liberty (GLIBA) receive from selling its LLA stake to John Malone?
The board accepted John Malone’s offer to buy the LLA shares at $8.63 per share. The company states this transaction will replenish about $107 million of cash on GCI Liberty’s balance sheet, effectively reversing the recent cash outlay for those shares.
How often will GCI Liberty (GLIBA) hold future say-on-pay votes?
In the advisory vote on say-on-pay frequency, stockholders favored holding say-on-pay votes every three years. Based on that result, the company determined that future advisory votes on executive compensation will occur on a triennial schedule rather than annually or biennially.
Who is GCI Liberty’s (GLIBA) auditor for the year ending December 31, 2026?
Stockholders approved the ratification of KPMG LLP as GCI Liberty’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The proposal received strong support, with substantially more votes cast in favor than against or abstaining.
What business does GCI Liberty (GLIBA) operate through its subsidiary GCI?
GCI Liberty operates through wholly owned subsidiary GCI, Alaska’s largest communications provider. GCI offers data, voice, and managed services to consumers and businesses in more than 200 communities and has invested $4.7 billion in Alaska network and facilities over 47 years.