8-K

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): June 28, 2018

Liberty Global plc

(Exact Name of Registrant as Specified in Charter)

England and Wales	001-35961	98-1112770
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification #)

Griffin House, 161 Hammersmith Rd, London, United Kingdom

W6 8BS

(Address of Principal Executive Office)

+44.208.483.6449 or 303.220.6600

(Registrant’s telephone number, including area code)

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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      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 o

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. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2018, Liberty Global plc (the “Company”) announced the following management change. A copy of the press release announcing this change is attached hereto as Exhibit 99.1.

Enrique Rodriguez (the “Executive”) will join the Company as Executive Vice President & Chief Technology Officer and will lead the Company’s Technology & Innovation team of more than 7,500 employees, with an annual operating and capital budget of more than $5 billion. The T&I team is responsible for IT, supply chain, product development and delivery and network platforms across the Company’s operating entities. The Executive, age 55, has served as President and Chief Executive Officer and a member of the Board of Directors of Tivo Corp, a media and entertainment technology company, since November 2017. Prior to that time, he served as Executive Vice President and Chief Technology Officer of AT&T Entertainment Group of AT&T Inc., a telecommunications company, from August 2015 to November 2017, and as Executive Vice President, Operations and Products for Sirius XM Radio, a broadcasting company, from January 2013 to July 2015 and as Group Vice President of Sirius XM Radio from October 2012 to January 2013.

Summary of Agreement

On June 28, 2018, the Compensation Committee of the Company’s Board of Directors approved an employment agreement with the Executive in connection with his appointment. The Agreement provides for an indefinite term, starting in late July and continuing until the Company provides at least 30 days, or the Executive provides at least 90 days, prior written notice to the other party of their respective intention to terminate his employment with the Company. The Executive’s base salary will be $1.0 million per year, subject to annual increase at the discretion of the Compensation Committee. The Executive had various incentive arrangements at his prior employer that he is foregoing by accepting his appointment with the Company. To compensate for such loss compensation, the Company has provided the Executive a sign-on bonus consisting of (a) $1.5 million cash payable on the first payroll date of the Company after his start date and (b) an award of restricted share units valued at $2.5 million as of his start date for the Company’s Class A ordinary shares and Class C ordinary shares at a 1:2 ratio (the “RSU Award”). The RSU Award will vest one year after grant. In the event the Executive’s former employer forgives all or a portion of the incentive arrangements, the Executive will notify the Company and the RSU Award will be adjusted downward up to a maximum of $2.4 million. In addition, if within one year of joining the Company, the Executive terminates his employment with the Company for any reason or is terminated by the Company for cause, the Executive shall reimburse the Company for the full amount of the cash portion of the sign-on bonus and the unvested RSU Award will be forfeited.

The Executive will be eligible to earn an annual bonus each year. The target annual bonus for 2018 will be $2.5 million prorated for the amount of the year the Executive is employed by the Company. Thereafter, the annual bonus will be reviewed annually and may be adjusted by the Compensation Committee. There is no guaranteed bonus amount. The actual amount paid to the Executive will depend on the achievement of qualitative and quantitative performance objectives, which will be determined each year by the Compensation Committee.

During the term of the Agreement, the Executive will participate in the Company’s equity compensation programs on the same basis as other executives of the Company. Pursuant to these programs, the Executive will be entitled to receive grants of annual equity awards (the “Annual Equity Awards”). The Annual Equity Awards granted to the Executive may be in the form of performance share units, share appreciation rights or other forms of equity as determined by the Compensation Committee, with the terms and conditions substantially the same as those for other executive officers of the Company. The target value of these Annual Equity Awards will be $5.0 million for 2018 and thereafter the Compensation Committee may determine the actual target value of Annual Equity Awards in its sole discretion.

In addition to participating in U.S. employee benefit plans and arrangements sponsored by the Company for the benefit of its executive group, the Company agreed to pay up to $20,000 in reasonable legal fees and expenses incurred by the Executive in connection with the negotiation and execution of his employment agreement.

If the Executive’s employment is terminated as a result of the Company without cause, good reason (as defined in the Agreement), or his death or disability (as defined in the Agreement), the Executive or his heirs, as applicable, will be entitled to receive: (i) the Executive’s accrued but unpaid base salary and unused vacation pay through the date of termination; (ii) any accrued vested benefits under the Company’s employee welfare and tax-qualified retirement plans in accordance with the terms of those plans; and (iii) reimbursement of business expenses (collectively “Accrued Benefits”). In addition, the Company will pay the Executive (a) an amount equal to the prorated portion of any annual bonus the Executive would have received for the calendar year of his termination, provided the Executive was employed for at least nine months of such year (such nine month provision does not, however, apply in the case of death); (b) a severance equal to one times his annual base salary in substantially equal payments

over the 12-month period commencing on the 60^th day following the date of termination in accordance with the Company’s normal payroll practices during such period; provided, however, such severance amount shall be reduced by the amount of disability benefits the Executive receives pursuant to any employee benefit plans maintained by the Company at the time of disability; and (c) except in the case of death, the Executive and his family will continue to receive coverage under the Company’s health benefits with premiums paid or reimbursed by the Company for a period of up to one year.

If the Executive is terminated for cause (as defined in the Agreement) or resigns (other than for good reason), the Executive will be entitled to receive Accrued Benefits and will not be entitled to any other amounts under the Agreement.

Pursuant to the Agreement, the Executive is subject to customary restrictive covenants, including those relating to non-solicitation, noninterference, non-competition and confidentiality, during the term of the Agreement and, depending on the circumstances of termination, for a period of up to one year thereafter.

The Executive has no rights to a gross-up for any taxes associated with a parachute payment.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.Exhibit Name

99.1         Press release dated July 5, 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIBERTY GLOBAL PLC
By:	/s/MICHELLE L. KEIST
	Michelle L. Keist
	Vice President

Date: July 5, 2018

EX-99.1

Exhibit 99.1

Liberty Global appoints Enrique Rodriguez as Chief Technology Officer

Denver, Colorado - July 5, 2018:

Liberty Global plc (“Liberty Global”) (NASDAQ: LBTYA, LBTYB and LBTYK), the world’s largest international TV and broadband company, announced today that Enrique Rodriguez will join the company as Executive Vice President & Chief Technology Officer (CTO), starting in late July. Mr. Rodriguez was formerly Chief Executive Officer of TiVo.

Mike Fries, CEO of Liberty Global, said: “Enrique is a seasoned executive who will hit the ground running on day one. In today's technology environment the best CTOs have worked across sectors, platforms and geographies. Enrique has C-level experience as an engineer, software developer and operator. He has managed multi-billion dollar businesses for companies like AT&T, Microsoft, Cisco and Thomson, and has a long history in digital television as well as the European broadband sector.  As head of Microsoft's Connected TV business, he launched IPTV solutions for telecommunication companies around the world, including many of our competitors. More recently, at AT&T, he was responsible for the teams that developed and launched DIRECTV's successful OTT service, DIRECTV Now.  I'm particularly excited to tap into Enrique's knowledge of video products and platforms as we ramp up innovation in our TV business. He’s the right leader at the right time for Liberty Global.”

Rodriguez will lead Liberty Global’s Technology & Innovation (T&I) team of more than 7,500 employees, with an annual operating and capital budget of more than $5 billion. The centralized technology function powers the IT, supply chain, product development and delivery and network platforms across Liberty's operating companies, working across countries and brands to help them succeed. Liberty Global’s standardized approach to its portfolio of software and hardware, which includes the Horizon TV platform and state-of-the-art Connect WiFi routers, plays a critical role in optimizing operational efficiency and delivering a consistently superior experience to Liberty's 22 million customers in Europe.

Enrique Rodriguez said: “This is an exciting time to join Liberty Global. It is one of the few companies in our sector with international scale, a long-term commitment to technology leadership, and a track record of consistent growth and value creation. Mike and his team are first class operators and I look forward to accelerating product innovation and building the network capacity that European consumers want and demand.”

Baptiest Coopmans, who has served as acting CTO since January, will remain with the company to ensure a seamless transition for Rodriguez and will assume the position of Senior Vice President, Operations.

Fries continued: “I want to thank Baptiest for his leadership as interim CTO since we appointed Balan Nair to lead Liberty Global Latin America in January. You can’t stand still in today’s TV and broadband marketplace and thanks to Baptiest, we’ve successfully marched forward. He will continue to report to me as our Senior Vice President of Operations focused on helping me optimize our organizational model and operational effectiveness.”

Enrique Rodriguez Background

Enrique Rodriguez has served as the President and Chief Executive Officer and a member of the Board of Directors of TiVo since November 2017. Prior to becoming CEO, Mr. Rodriguez was Executive Vice President and Chief Technology Officer of AT&T Entertainment Group from August 2015 to November 2017. From January 2013 to July 2015, he served as Executive Vice President, Operations and Products for Sirius XM and was Group Vice President of Sirius XM from October 2012 to January 2013. Prior to his employment with Sirius XM, Mr. Rodriguez was the Senior Vice President and General Manager of Cisco Systems’ Service Provider Video Technology Group. Mr. Rodriguez also held various executive positions at Microsoft from 2003 to 2010, including Corporate Vice President for the TV Division and as Vice President of Xbox Partnerships. Prior to joining Microsoft, Mr. Rodriguez spent over 20 years at Thomson/RCA in a variety of engineering and executive roles where he was awarded over 25 U.S. patents and international derivatives. Mr. Rodriguez holds a B.S. in electrical engineering from Mexico’s Instituto Tecnologico de Monterrey.

About Liberty Global

Liberty Global (NASDAQ: LBTYA, LBTYB and LBTYK) is the world’s largest international TV and broadband company, with operations in 11 European countries under the consumer brands Virgin Media, Unitymedia, Telenet and UPC. We invest in the infrastructure and digital platforms that empower our customers to make the most of the video, internet and communications revolution. Our substantial scale and commitment to innovation enable us to develop market-leading products delivered through next-generation networks that connect 22 million customers subscribing to 46 million TV, broadband internet and telephony services. We also serve over 7 million mobile subscribers and offer WiFi service through 12 million access points across our footprint.

In addition, Liberty Global owns 50% of VodafoneZiggo, a joint venture in the Netherlands with 4 million customers subscribing to 10 million fixed-line and 5 million mobile services, as well as significant investments in ITV, All3Media, ITI Neovision, Casa Systems, LionsGate, the Formula E racing series and several regional sports networks.

Investor Relations:		Liberty Global Communications:
Matt Coates	+44 20 8483 6333	Bill Myers	+1 303 437 5880
John Rea	+1 303 220 4238	Matt Beake	+44 20 8483 6428
Stefan Halters	+1 303 784 4528