8-KLeadership ChangesCorporate ChangesExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (Aug 2, 2010)

Filed August 2, 2010For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on August 2, 2010, reporting key corporate governance and executive changes. The company elected Craig A. Jacobson to its Board of Directors and Audit Committee, filling the final vacancy and bringing the total board size to eleven. This action is a significant step in the company's ongoing governance and oversight structure. Furthermore, the filing details executive employment agreements, notably with Gregory L. Doody as Executive Vice President and General Counsel, and Kevin D. Howard as Senior Vice President-Finance and Interim Chief Financial Officer. These agreements outline compensation, bonus targets, and restrictive covenants such as non-compete and non-solicitation clauses, providing clarity on executive roles and terms. The report also discloses amendments to the company's Certificate of Incorporation, including adjustments to stock trading restrictions aimed at preserving Net Operating Losses (NOLs) and establishing the Delaware Court of Chancery as the exclusive forum for certain corporate disputes.

Key Highlights

  • 1Craig A. Jacobson appointed to the Board of Directors and Audit Committee, bringing the total director count to eleven.
  • 2Gregory L. Doody entered into an employment agreement as Executive Vice President and General Counsel, with a salary of $500,000 and a target bonus of 75%.
  • 3Kevin D. Howard appointed Interim Chief Financial Officer, with his salary increased to $449,000 and bonus target to 75%.
  • 4Kevin D. Howard's employment agreement was amended, with a two-year term and provisions for automatic renewal.
  • 5Charter Communications amended its Certificate of Incorporation to adjust stock trading restrictions related to preserving Net Operating Losses (NOLs).
  • 6The 'Trigger Price' for NOL preservation was revised to $3.2 billion, approximately 80% of market capitalization at emergence from bankruptcy.
  • 7The amended Certificate of Incorporation designates the Delaware Court of Chancery as the exclusive forum for certain corporate disputes.

Frequently Asked Questions

Mr. Jacobson's appointment fills the last remaining vacancy on the Board of Directors, bringing the total to eleven members. His inclusion on the Audit Committee signifies a strengthening of the company's financial oversight and governance structure.

Gregory L. Doody will serve as EVP and General Counsel with a $500,000 salary and a 75% target bonus. Kevin D. Howard, as Interim CFO, has an increased salary of $449,000 and a 75% target bonus. Both agreements include two-year non-compete and non-solicitation clauses and have a two-year term, with Mr. Howard's auto-renewing annually thereafter.

The amendment revises the 'Trigger Price' for stock trading restrictions aimed at preserving Net Operating Losses (NOLs). The new Trigger Price is set at $3.2 billion, representing approximately 80% of the company's market capitalization at emergence from bankruptcy. This adjustment is intended to provide more effective protection for the company's NOLs, given the difference between historical plan value and current market value.

This provision aims to streamline and centralize certain types of corporate litigation, such as derivative actions and breaches of fiduciary duties, within a specialized court. This is intended to reduce legal costs and provide greater predictability in resolving internal corporate disputes.