8-KShareholder MattersExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Shareholder Vote Results (May 1, 2023)

Filed May 1, 2023For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on May 1, 2023, detailing the results of its Annual Meeting of Stockholders held on April 25, 2023. The meeting saw strong shareholder support for the election of all director nominees, the ratification of KPMG LLP as the independent auditor, and the advisory approval of executive compensation. Notably, shareholders voted in favor of holding an advisory vote on executive compensation every three years. However, a shareholder proposal regarding lobbying activities was not approved, indicating a divergence of opinion on that specific matter. The Board of Directors acknowledged the advisory vote on executive compensation frequency and will further assess the triennial vote recommendation. Overall, the results suggest broad shareholder confidence in the company's leadership and financial oversight, with a clear directive on the preferred frequency for executive pay votes.

Key Highlights

  • 1All director nominees were overwhelmingly elected by shareholders.
  • 2Shareholders approved executive compensation on an advisory basis with significant support.
  • 3A majority of shareholders voted in favor of a triennial (every 3 years) advisory vote on executive compensation.
  • 4KPMG LLP was ratified as the independent public accounting firm for the fiscal year ending December 31, 2023.
  • 5A shareholder proposal concerning lobbying activities was not approved, with more votes against than for.
  • 6High voting turnout was reported, with approximately 84.2% of eligible shares represented at the meeting.

Frequently Asked Questions

The main outcomes include the election of all director nominees, advisory approval of executive compensation, ratification of KPMG LLP as the independent auditor, and a vote in favor of holding future advisory votes on executive compensation every three years. A shareholder proposal on lobbying activities was not approved.

Shareholders approved the company's executive compensation on an advisory basis with a significant majority voting 'For' (109,991,737 votes) compared to 'Against' (45,231,472 votes). Additionally, shareholders voted for a triennial (3-year) frequency for these advisory votes on executive compensation.

The shareholder proposal regarding lobbying activities was not approved by the stockholders. Votes 'Against' (105,638,020) significantly outnumbered votes 'For' (49,400,680).

Yes, the appointment of KPMG LLP as the company's independent public accounting firm for the year ending December 31, 2023, was ratified by the stockholders with a strong majority vote.