8-KLeadership ChangesMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Apr 6, 2006)

Filed April 6, 2006For Securities:CHTR

Summary

This Form 8-K filing from Charter Communications, Inc. (CHTR) on April 6, 2006, primarily details changes in its executive leadership and related agreements. The company announced the resignation of Wayne H. Davis as an officer and employee, effective March 23, 2006. He will receive substantial compensation during a separation term extending to September 2007, including continued base salary, prorated incentive compensation for 2006, and continuation of COBRA benefits. His stock options and restricted stock will continue to vest, and he has agreed to non-compete and non-disclosure provisions. Furthermore, Charter announced the resignation of Paul E. Martin, Senior Vice President, Principal Accounting Officer and Corporate Controller, effective April 3, 2006. Concurrently, Kevin D. Howard has been appointed Chief Accounting Officer. Mr. Howard's employment agreement, with an increased salary and provisions for termination and severance, remains in effect. Investors should note these executive transitions and the associated financial implications outlined in the agreements.

Key Highlights

  • 1Wayne H. Davis has resigned as an officer and employee, effective March 23, 2006.
  • 2Mr. Davis will receive salary continuation until September 30, 2007, as part of a Separation Agreement.
  • 3Mr. Davis is eligible for prorated 2006 incentive compensation and continued COBRA benefits.
  • 4Stock options and restricted stock granted to Mr. Davis will continue to vest during the separation term.
  • 5Paul E. Martin has resigned as Senior Vice President, Principal Accounting Officer and Corporate Controller, effective April 3, 2006.
  • 6Kevin D. Howard has been appointed Chief Accounting Officer, with an updated employment agreement and salary increase.
  • 7Mr. Howard's new role includes oversight of the corporate accounting organization and processes.

Frequently Asked Questions

Wayne H. Davis will receive his base salary of $450,000 annually until September 30, 2007, paid bi-weekly. He is also eligible for prorated 2006 incentive compensation, 18 months of COBRA benefit cost coverage, and continued vesting of his stock options and restricted stock. Additionally, he has entered into a separate consulting agreement for a short period.

Mr. Davis's resignation effectively ends his employment, but he will continue to receive compensation and benefits for a defined period. The consulting agreement ensures his availability for specific duties for a short duration post-resignation, with separate compensation for those services. He remains bound by non-compete, non-interference, and non-disclosure clauses from his prior agreements.

Kevin D. Howard has been appointed Chief Accounting Officer. His existing two-year employment agreement remains in effect, with his base salary increased to $215,000 annually. The agreement includes provisions for termination without cause or for good reason, outlining severance payments, bonus eligibility, COBRA continuation, and accelerated vesting of equity awards. He is also subject to non-compete and non-solicitation clauses.

Yes, Paul E. Martin, Senior Vice President, Principal Accounting Officer and Corporate Controller, has resigned effective April 3, 2006. Kevin D. Howard's appointment as Chief Accounting Officer is a direct consequence of these executive changes.