8-KLeadership ChangesMaterial AgreementsCorporate Changes+1

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Apr 21, 2006)

Filed April 21, 2006For Securities:CHTR

Summary

This 8-K filing by Charter Communications, Inc. (CHTR) on April 21, 2006, primarily details amendments to the company's executive compensation plan and changes to its Board of Directors and corporate governance structure. Specifically, the company amended its 2005 Executive Cash Award Plan to extend its eligibility and award period for employees hired in 2006, shifting the performance and payout period to 2006-2010, with a change in vesting schedule. Furthermore, Charter Communications announced the election of Rajive Johri to its Board of Directors, filling a vacancy on the Audit Committee. Concurrently, the company's Bylaws were amended to increase the size of the Board from 11 to 12 directors and to clarify the election process for directors, with Class B common stock holders electing all but one director. These changes are significant for investors as they relate to executive incentives, board composition, and the overall governance framework of the company. The updated award plan aims to attract and retain talent by adjusting compensation structures, while the board changes and bylaw amendments reflect ongoing adjustments to management and oversight.

Key Highlights

  • 1Charter Communications amended its 2005 Executive Cash Award Plan to cover employees hired in 2006, extending the award period to 2010.
  • 2The amended award plan adjusts the compensation structure, with awards based on base salary from 2006 through 2010.
  • 3Rajive Johri was elected as a Class B Director to the Board of Directors, effective April 18, 2006.
  • 4Mr. Johri was also appointed as a member of Charter's Audit Committee.
  • 5The number of directors on Charter's Board was increased from 11 to 12.
  • 6Charter's Bylaws were amended to clarify that holders of Class B common stock shall elect all directors except one, who will be elected by both classes.
  • 7John Tory resigned from the Audit Committee but will remain on the Board of Directors.

Frequently Asked Questions

The 2005 Executive Cash Award Plan has been amended to include eligible participants hired in 2006. The award period has been extended to cover salaries from 2006 through 2010, with specific vesting schedules of 50% at the end of 2008 and 100% at the end of 2010. The initial award in 2006 is 100% of base salary, followed by 20% in each subsequent year through 2010.

Rajive Johri, 56, was elected as a Class B Director. He brings extensive experience in marketing and business strategy, currently serving as President of First National Bank of Omaha’s credit card business.

The Board of Directors has been expanded from 11 to 12 members. Additionally, the Bylaws were amended to clarify that holders of Class B common stock will elect all directors except for one, who will be elected by both Class A and Class B stockholders voting together.

Yes, John Tory resigned from the Audit Committee due to other time commitments. However, he has agreed to continue serving as a director on the Board of Charter Communications.