8-KLeadership ChangesExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (Feb 12, 2016)

Filed February 12, 2016For Securities:CHTR

Summary

This Form 8-K filing from Charter Communications, Inc. on February 12, 2016, primarily concerns an amendment to the employment agreement of its CEO, Thomas M. Rutledge. The amendment extends his current employment agreement by one year, from February 13, 2016, to February 13, 2017. This action comes in anticipation of Charter's significant proposed transaction with Advance/Newhouse Partnership for Bright House Networks, where Mr. Rutledge is expected to be offered a new five-year employment agreement as CEO and chairman. Investors should note that this filing is also made in the context of the pending merger between Charter and Time Warner Cable. A previously filed registration statement and joint proxy statement/prospectus related to this merger contain important information for shareholders of both companies. The filing serves to update on executive employment terms while reinforcing the ongoing significant strategic initiatives for Charter.

Key Highlights

  • 1Amendment to CEO Thomas M. Rutledge's employment agreement extending its term by one year to February 13, 2017.
  • 2The extension is linked to Charter's expected acquisition of Bright House Networks from Advance/Newhouse Partnership.
  • 3Mr. Rutledge is slated to receive a new five-year employment agreement as CEO and chairman following the Bright House transaction.
  • 4The filing is also a "Written communication pursuant to Rule 425" related to the proposed merger with Time Warner Cable.
  • 5Shareholders are urged to review the previously filed Joint Proxy Statement/Prospectus for details on the Time Warner Cable merger.
  • 6The merger with Time Warner Cable has already received approval from the respective stockholders of both companies.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report an amendment to the employment agreement of Charter's CEO, Thomas M. Rutledge, extending its term. It also serves as a communication related to the proposed merger with Time Warner Cable.

The amendment extends the term of Mr. Rutledge's existing employment agreement by one year, from February 13, 2016, to February 13, 2017. This is in preparation for a new five-year agreement he is expected to receive upon the completion of the Bright House Networks acquisition.

This filing is considered a written communication under Rule 425 concerning the proposed merger. It reminds investors that a definitive Joint Proxy Statement/Prospectus has been filed and mailed, containing crucial information about the transaction, and encourages them to review it.

The filing indicates that the stockholders of both Charter and Time Warner Cable have already approved the merger agreement at their respective special meetings, which occurred on September 21, 2015.