8-KLeadership ChangesCorporate ChangesExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (Oct 22, 2004)

Filed October 22, 2004For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on October 22, 2004, primarily reporting on changes to its Board of Directors and bylaws. The company announced the election of two new directors, Robert P. May and Jonathan L. Dolgen, both appointed as Class B directors. Mr. May also serves on HealthSouth Corporation's board and has prior executive experience in telecommunications and logistics. Mr. Dolgen brings extensive experience from Viacom, where he most recently served as Chairman and CEO of the Viacom Entertainment Group. This filing also details that these appointments are part of a plan to fill specific board seats, including a vacant Class A/B Director position, which Mr. May is expected to transition into. Furthermore, the company amended its bylaws, effective October 21, 2004, to increase the size of its Board of Directors from ten to twelve members. The new structure allocates eleven director seats to be elected by Class B common stockholders and one director seat to be elected by Class A and Class B common stockholders voting together. This board expansion and the addition of experienced directors suggest a focus on governance and strategic oversight. Investors should note the existing programming affiliation agreements with Viacom, which involved substantial payments from Charter in the prior year.

Key Highlights

  • 1Charter Communications elected Robert P. May and Jonathan L. Dolgen to its Board of Directors as Class B directors.
  • 2Robert P. May was appointed to the Strategic Planning Committee of the Board.
  • 3Mr. May has prior experience as CEO of PNV Inc. and COO of Cablevision Systems Corporation.
  • 4Jonathan L. Dolgen has extensive experience with Viacom, most recently as Chairman and CEO of Viacom Entertainment Group.
  • 5Charter's bylaws were amended to increase the Board size from ten to twelve directors.
  • 6The new board structure designates eleven directors elected by Class B stockholders and one by Class A/B common stockholders combined.
  • 7The company has existing programming affiliation agreements with Viacom, with Charter paying approximately $188 million in 2003.

Frequently Asked Questions

Charter Communications elected two new directors, Robert P. May and Jonathan L. Dolgen, to its Board of Directors as Class B directors on October 21, 2004. Mr. May was also appointed to the Strategic Planning Committee.

The company amended its bylaws to increase the Board of Directors from ten to twelve members. Eleven directors will be elected by Class B common stockholders, and one director will be elected by Class A and Class B common stockholders voting together.

Charter has significant programming affiliation agreements with Viacom, a company where new director Jonathan L. Dolgen has extensive experience. In 2003, Charter paid approximately $188 million to Viacom for programming. This highlights a material business relationship between the two companies.

Yes, it is intended that Robert P. May will fill a vacant seat for a director elected by Class A and Class B common stock holders voting together (the 'Class A/B Director'). Upon this election, he will resign from his initial appointment as a Class B Director.