8-KShareholder Matters

COMCAST CORP 8-K Report, Shareholder Vote Results (May 16, 2011)

Filed May 16, 2011For Securities:CMCSACCZ

Summary

This 8-K filing from Comcast Corporation (CMCSA) details the outcomes of its annual shareholder meeting held on May 11, 2011. The primary purpose of the report is to disclose the voting results on various proposals presented to the shareholders. Key outcomes include the election of all director nominees, the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2011, and the approval of several stock plans, including the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan and amendments to existing stock plans. Additionally, shareholders provided an advisory vote on executive compensation, with the majority opting for this vote to occur every three years. Notably, two shareholder proposals, one regarding cumulative voting and another concerning the separation of Chairman and CEO roles, were not approved by the shareholders.

Key Highlights

  • 1All director nominees presented at the annual meeting were elected by shareholders.
  • 2Deloitte & Touche LLP was ratified as Comcast's independent auditor for the 2011 fiscal year.
  • 3Shareholders approved the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan.
  • 4Amendments and restatements to the 2002 Restricted Stock Plan and the 2003 Stock Option Plan were approved.
  • 5An advisory vote on executive compensation was approved, with shareholders electing to hold this vote every three years.
  • 6A shareholder proposal to allow for cumulative voting in director elections was not approved.
  • 7A shareholder proposal to separate the Chairman of the Board role from current or former executive officers was not approved.

Frequently Asked Questions

The main proposals included the election of directors, ratification of the independent auditor, approval of various stock and employee purchase plans (including the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan), advisory votes on executive compensation, and two shareholder proposals regarding director voting and board leadership structure.

Shareholders voted on an advisory basis regarding executive compensation. The majority voted in favor of holding this advisory vote every three years, which the Board of Directors has accepted. This means an advisory vote on executive compensation will be included in proxy statements every three years, with the next one expected by the 2017 annual meeting.

Yes, two shareholder proposals did not receive majority support. The first was a proposal to provide for cumulative voting in the election of directors, and the second was a proposal to require that the Chairman of the Board not be a current or former executive officer.

Ratifying the independent auditor, Deloitte & Touche LLP in this case, confirms shareholder confidence in the firm's ability to provide an independent and objective audit of the company's financial statements. This is a standard governance practice and is crucial for maintaining transparency and investor trust.