8-K/AShareholder Matters

CHARTER COMMUNICATIONS, INC. /MO/ 8-K/A Report, Shareholder Vote Results (Jul 29, 2011)

Filed July 29, 2011For Securities:CHTR

Summary

This 8-K/A filing by Charter Communications, Inc. (CHTR) on July 29, 2011, serves as an amendment to a previous report detailing the results of its Annual Meeting of Stockholders held on April 26, 2011. The primary focus of this filing is to present the voting outcomes for the election of directors and several other shareholder-approved matters. Notably, all director nominees received a substantial majority of votes in favor, indicating shareholder confidence in the current board leadership. Beyond director elections, the filing discloses shareholder votes on the company's Executive Bonus Plan, Executive Incentive Plan, an advisory vote on executive compensation, and the frequency of such advisory votes. While the Bonus and Incentive Plans received strong support, the advisory vote on executive compensation also passed with a majority in favor. Importantly, the vote on the frequency of executive compensation say-on-pay votes resulted in a strong preference for a triennial (every three years) vote, a decision the Board of Directors has accepted and will implement.

Key Highlights

  • 1All director nominees for Class A common stock were overwhelmingly elected, with votes FOR ranging from approximately 90.7 million to 96 million.
  • 2The Company's Executive Bonus Plan was approved by a significant majority of votes (75.3 million FOR vs. 20.5 million AGAINST).
  • 3The Company's Executive Incentive Plan received very strong shareholder approval (92.9 million FOR vs. 2.9 million AGAINST).
  • 4An advisory vote on the approval of Executive Compensation passed, with approximately 77.8 million votes FOR versus 18 million AGAINST.
  • 5Shareholders strongly favored holding an advisory vote on executive compensation every three years (72.3 million votes for THREE YEARS) over one or two-year intervals.
  • 6The appointment of KPMG LLP as the Company's independent public accounting firm was ratified with near-unanimous support (101.16 million FOR vs. 1,363 AGAINST).
  • 7The Board of Directors has decided to hold an advisory vote on Executive Compensation every three years, in line with the majority shareholder preference expressed in Proposal No. 5.

Frequently Asked Questions

This amended 8-K filing serves to provide the official results of Charter Communications, Inc.'s Annual Meeting of Stockholders held on April 26, 2011. It details the shareholder votes on the election of directors and other key proposals, including executive compensation plans and the ratification of the independent auditor.

Shareholders approved the Company's Executive Bonus Plan and Executive Incentive Plan. An advisory vote on the approval of Executive Compensation also passed. Crucially, shareholders voted overwhelmingly to have an advisory vote on Executive Compensation conducted every three years, a decision the company has committed to.

Yes, all director nominees presented at the Annual Meeting were elected. The voting results show that each nominee received a substantial majority of votes in favor, indicating strong shareholder support for the current board composition.

The ratification of KPMG LLP as the independent public accounting firm passed with overwhelming support. This signifies shareholder confidence in the company's chosen auditor for financial statement audits and related services.