8-KLeadership ChangesCorporate ChangesRegulation FD+1

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Executive Changes (Jul 30, 2018)

Filed July 30, 2018For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) announced significant changes to its Board of Directors and corporate governance structure. Dr. John C. Malone, a prominent figure, has retired from his position as a director but will continue to serve in a non-voting role as Director Emeritus. This transition is not due to any disputes with the company. Dr. Malone's departure as a voting director, a designee of Liberty Broadband Corporation, has led to the appointment of James E. Meyer as his replacement on the Board and the Nominating and Corporate Governance Committee. Mr. Meyer, who also serves as CEO of Sirius XM Holdings Inc., brings his executive experience to Charter's board. In connection with his appointment, Mr. Meyer received restricted stock valued at approximately $135,616. Furthermore, Charter Communications amended its Bylaws to formally establish and define the roles of Chairman Emeritus and Director Emeritus, formalizing Dr. Malone's new capacity and likely creating a pathway for future similar arrangements.

Key Highlights

  • 1Dr. John C. Malone retired as a voting member of the Board of Directors but will remain as a Director Emeritus.
  • 2Dr. Malone's retirement was amicable and not related to any disagreements with the Company.
  • 3James E. Meyer, CEO of Sirius XM Holdings Inc., was appointed to the Board of Directors, filling the vacancy left by Dr. Malone.
  • 4Mr. Meyer was also appointed to the Nominating and Corporate Governance Committee.
  • 5Mr. Meyer received restricted stock valued at $135,616 as part of his appointment.
  • 6Charter Communications amended its Bylaws to establish and define the roles of Director Emeritus and Chairman Emeritus.
  • 7The changes were announced via a press release on July 24, 2018.

Frequently Asked Questions

Dr. Malone's retirement from the voting Board of Directors marks a transition for Charter Communications. While he will no longer have a vote, his continued role as Director Emeritus signifies his ongoing advisory capacity and potential to provide guidance without direct decision-making power. This change is amicable and part of a succession plan involving Liberty Broadband Corporation's designee.

James E. Meyer is the Chief Executive Officer of Sirius XM Holdings Inc. He has been appointed to Charter Communications' Board of Directors as a designee of Liberty Broadband Corporation, replacing Dr. John C. Malone. Mr. Meyer also joins the Nominating and Corporate Governance Committee, indicating his involvement in key board functions.

The establishment of the Director Emeritus position, formalized through an amendment to the Bylaws, allows for individuals to maintain a connection and provide input to the Board without the responsibilities and voting rights of a full director. This could be to leverage the experience and institutional knowledge of long-serving individuals like Dr. Malone, or to manage transitions smoothly.

Upon his appointment to the Board, Mr. Meyer was granted restricted stock with a value of $135,616. This amount was prorated based on the annual restricted stock grant typically provided to Charter's non-employee directors.