(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 27, 2021, Charter Communications, Inc. (the “Company”) held its Annual Meeting of Stockholders. Of the total 215,273,098 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, 176,703,987 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 24,026,605 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
168,816,382
25,266,582
136,297
6,511,331
Kim C. Goodman
192,669,307
1,371,463
178,491
6,511,331
Craig A. Jacobson
189,847,420
4,196,479
175,362
6,511,331
Gregory
Maffei
148,892,929
45,191,073
135,259
6,511,331
John D. Markley, Jr.
168,093,751
25,841,868
283,642
6,511,331
David C. Merritt
190,777,630
3,399,158
42,473
6,511,331
James
E. Meyer
189,556,487
4,486,828
175,946
6,511,331
Steven A. Miron
168,946,525
25,137,311
135,425
6,511,331
Balan Nair
176,698,368
17,475,382
45,511
6,511,331
Michael
Newhouse
189,550,282
4,495,778
173,201
6,511,331
Mauricio Ramos
171,136,079
22,938,910
144,272
6,511,331
Thomas M. Rutledge
189,276,930
4,305,271
637,060
6,511,331
Eric
L. Zinterhofer
154,589,749
39,494,318
135,194
6,511,331
2. Vote to ratify the appointment of KPMG LLP as the Company’s independent public accounting firm.
For
Against
Abstain
Broker
Non-Votes
199,583,682
1,094,694
52,216
—
3. Vote on the Stockholder proposal regarding lobbying activities.
For
Against
Abstain
Broker
Non-Votes
70,600,145
123,032,532
586,584
6,511,331
4. Vote on the Stockholder proposal regarding the Chairman of the Board and CEO roles.
For
Against
Abstain
Broker
Non-Votes
48,149,297
145,769,355
300,609
6,511,331
5. Vote on the Stockholder proposal regarding diversity and inclusion efforts.
For
Against
Abstain
Broker
Non-Votes
80,054,752
113,264,076
900,433
6,511,331
6. Vote on the Stockholder proposal regarding disclosure of greenhouse gas emissions.
For
Against
Abstain
Broker
Non-Votes
71,420,085
111,928,193
10,870,983
6,511,331
7. Vote on the Stockholder proposal regarding EEO-1 reports.
For
Against
Abstain
Broker
Non-Votes
78,639,923
114,630,760
948,578
6,511,331
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, ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2021, did not approve the stockholder proposal regarding lobbying activities,
did not approve the stockholder proposal regarding the Chairman of the Board and CEO roles, did not approve the stockholder proposal regarding diversity and inclusion efforts, did not approve the stockholder proposal regarding disclosure of greenhouse gas emissions, and did not approve the stockholder proposal regarding EEO-1 reports.
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.