(Address of principal executive offices including zip code)
(iii203//) iii905-7801//
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
iii☐// Written
communications pursuant Rule 425 under the Securities Act (17 CFR 230.425)
iii☐// Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
iii☐// Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
iii☐// Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iClass
A Common Stock, $.001 Par Value
iCHTR
iNASDAQ Global Select Market
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 iii☐//
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. ☐
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On April 28, 2020, Charter Communications, Inc. (the “Company”) held its Annual Meeting of Stockholders. Of the total 234,195,593 shares of the Company’s common stock outstanding and eligible to vote at the meeting, including Charter Communications Holdings, LLC common and preferred units on an
as-if-converted or exchanged basis, 194,602,010 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 26,595,021 votes, were represented in person or by proxy at the meeting. The votes cast for all matters are set forth below:
1. Election of Directors.
Nominees
For
Withheld
Abstain
Broker
Non-Votes
W. Lance Conn
211,836,248
3,314,344
64,307
5,982,132
Kim C. Goodman
213,298,758
1,858,351
57,790
5,982,132
Craig A. Jacobson
211,321,933
3,802,692
90,274
5,982,132
Gregory
Maffei
172,829,837
42,295,192
89,870
5,982,132
John D. Markley, Jr.
204,658,349
10,226,865
329,685
5,982,132
David C. Merritt
213,073,580
2,080,832
60,487
5,982,132
James
E. Meyer
184,590,292
30,533,886
90,721
5,982,132
Steven A. Miron
195,235,569
19,889,258
90,072
5,982,132
Balan Nair
193,443,400
21,680,623
90,876
5,982,132
Michael
Newhouse
208,844,268
6,280,156
90,475
5,982,132
Mauricio Ramos
212,509,754
2,644,792
60,353
5,982,132
Thomas M. Rutledge
210,079,610
4,365,210
770,079
5,982,132
Eric
L. Zinterhofer
191,348,349
23,779,078
87,472
5,982,132
2. Vote to approve, on an advisory basis, the Company’s executive compensation.
For
Against
Abstain
Broker
Non-Votes
201,296,217
13,748,814
169,868
5,982,132
3. Vote to ratify the appointment of KPMG LLP as the Company’s independent public accounting firm.
For
Against
Abstain
Broker
Non-Votes
219,352,409
1,774,856
69,766
—
4. Vote on the Stockholder proposal regarding the Chairman of the Board and CEO roles.
For
Against
Abstain
Broker
Non-Votes
50,542,762
164,112,769
559,368
5,982,132
No other matters were considered and voted on by the stockholders at the annual meeting.
As a result of the votes cast as reported above, the stockholders elected each nominee as a director of the Company, approved the Company’s executive compensation, ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2020, and did not
approve the stockholder proposal regarding the Chairman of the Board and CEO roles.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Description
104
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.