8-KLeadership ChangesShareholder Matters

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (May 9, 2014)

Filed May 9, 2014For Securities:CHTR

Summary

This 8-K filing from Charter Communications, Inc. (CHTR) on May 9, 2014, primarily reports on the outcomes of the company's Annual Meeting of Stockholders held on May 6, 2014. Key events include the election of directors, an advisory vote on executive compensation, and the ratification of independent auditors. The filing also disclosed a one-time cash payment to Executive Vice President Catherine Bohigian to rectify a pro-rated 2013 bonus. Investors will be interested in the strong shareholder support for the elected directors and the ratification of KPMG LLP as the independent accounting firm. The advisory vote on executive compensation also passed with a significant majority, indicating general shareholder approval of the company's compensation practices. The specific bonus adjustment for Ms. Bohigian is a minor item, primarily to ensure equity in compensation.

Key Highlights

  • 1Charter Communications held its Annual Meeting of Stockholders on May 6, 2014.
  • 2All nominated directors were elected by a substantial majority of shareholder votes.
  • 3Shareholders provided advisory approval for the company's executive compensation.
  • 4KPMG LLP was ratified as the company's independent public accounting firm for 2014 with overwhelming support.
  • 5A one-time cash payment of $98,582.55 was approved for Catherine Bohigian, EVP of Government Affairs, to correct her pro-rated 2013 bonus.
  • 6Nearly 98 million shares, representing a significant portion of outstanding shares, were represented at the meeting.
  • 7No other matters were voted on by shareholders at the annual meeting.

Frequently Asked Questions

The main outcomes included the election of all director nominees, advisory approval of the company's executive compensation, and the ratification of KPMG LLP as the independent auditor for 2014. There were no other matters voted on.

While most directors received very high 'FOR' votes, Gregory B. Maffei, John C. Malone, and Balan Nair received a notable number of 'WITHHELD' or 'AGAINST' votes, though they were still elected. The advisory vote on executive compensation passed with a significant majority, indicating general shareholder approval.

A one-time cash payment of $98,582.55 was made to Catherine Bohigian, Executive Vice President of Government Affairs, to compensate her for a pro-rated bonus in 2013, ensuring she received her full bonus entitlement.

A substantial majority of the company's Class A common stock was represented at the meeting. Of the 108,184,513 shares eligible to vote, 97,830,569 shares were represented in person or by proxy.