SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): Decmeber
11,
2007
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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|
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(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Material change to existing compensatory plans of certain
officers
(1) The
Compensation and Benefits Committee of the Board of Directors (the "Committee")
and the Board of Directors of Charter Communications, Inc. (the "Company)
have
approved the 2008 Executive Bonus Plan (the "Plan"), including the performance
metrics and target amounts, for certain officers of the Company. The
performance metrics and target amounts are generally consistent with previously
disclosed awards and grants. However, the Committee approved a change
in the Plan which would allow participants in the Plan to be awarded a
50%
payout of the bonus beginning at 95% attainment of the performance metrics;
provided that the amount of any bonus paid under the Plan would be capped
at
150% payout at 105% attainment of the performance
metrics. Previously, bonuses could only be awarded at above 95% of
performance attainment and total payout was capped at 165% payout.
A
more
detailed description of the 2008 Executive Bonus Plan is attached hereto
as
Exhibit 10.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 5.02:
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Exhibit
Number
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Description
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| 10.1 |
2008
Executive Bonus Plan.*
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* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated: December
14, 2007
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By:/s/
Jeffrey T. Fisher
Name:
Jeffrey T. Fisher
Title:
Chief
Financial Officer (Principal Financial
Officer)
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 10.1 |
2008
Executive Bonus Plan.*
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* filed
herewith
Exhibit
10.1
2008
Executive Bonus Plan
Executive
Officers of Charter and certain other managerial and professional employees
of
Charter and its subsidiaries are eligible to participate in Charter's 2008
Executive Bonus Plan. Bonuses for eligible employees for 2008 will be determined
based on the extent to which Charter's (or, if applicable, a divisional
employee's particular division's, or if applicable, a Key Market Area (“KMA”)
employee’s particular KMA’s) performance during 2008 meets or exceeds budgeted
goals with respect to four performance measures. These measures, and the
percentage of an employee's bonus allocated to each measure, are Revenue
(30%),
Adjusted EBITDA for Corporate employees or Operating Cash Flow for Divisional
and KMA employees (30%), Unlevered Free Cash Flow (20%) and Customer
Satisfaction (20%). Customer Satisfaction will be measured against quantifiable
statistics determined by the Board of Directors or Compensation and Benefits
Committee and include Call Center Service Level, Call Center technical
operations and network performance metrics.
With
respect to each performance measure listed above, the eligible employee would
receive 100% of the portion of his or her target bonus allocated to that
performance measure if Charter's (or such employee's division's or KMA’s)
performance reaches the budgeted goal for that measure. Also, for each
performance measure, the employee would receive 50% of the allocated percentage
if the performance equals 95% of the budgeted goal, and could receive as
much as
150% of the allocated percentage if the performance exceeds the applicable
budgeted goal by 5%. Each employee's target bonus is determined based on
market
data and position within the Company. Target bonuses for executive officers
range from 50% to 125% of base salary, subject to applicable employment
agreements. The target award is the assigned percentage of a
participant's base salary as of October 1,
2008.