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): April 25, 2017
Charter Communications, Inc.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
001-33664 | 84-1496755 | |
001-37789 | 86-1067239 | |
333-112593-01 | 20-0257904 | |
(Commission File Number) | (I.R.S. Employer Identification Number) | |
400 Atlantic Street
Stamford, Connecticut 06901
(Address of principal executive offices including zip code)
(203) 905-7801
(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:
o Written communications pursuant Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On April 25, 2017, Charter Communications, Inc. (the "Company") held its Annual Meeting of Stockholders. Of the total 269,605,990 shares of Class A common stock of the Company and 1 share of Class B common stock issued, outstanding and eligible to vote at the meeting, 249,959,594 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 37,723,735 votes, were represented in person or by proxy at the meeting. The votes cast for all matters are set forth below:
1. Election of Class A Directors.
Nominees | For | Against | Abstain | Broker Non-Votes |
W. Lance Conn | 265,174,437 | 14,398,437 | 65,456 | 8,044,999 |
Kim C. Goodman | 278,416,948 | 1,164,953 | 56,429 | 8,044,999 |
Craig A. Jacobson | 277,250,708 | 2,329,478 | 58,144 | 8,044,999 |
Gregory Maffei | 200,437,031 | 79,125,726 | 75,573 | 8,044,999 |
John C. Malone | 200,380,607 | 79,182,016 | 75,707 | 8,044,999 |
John D. Markley, Jr. | 275,785,146 | 3,791,208 | 61,976 | 8,044,999 |
David C. Merritt | 278,360,650 | 1,215,177 | 62,503 | 8,044,999 |
Steven A. Miron | 261,142,198 | 18,433,751 | 62,381 | 8,044,999 |
Balan Nair | 275,563,629 | 4,009,664 | 65,037 | 8,044,999 |
Michael Newhouse | 273,107,238 | 6,473,154 | 57,938 | 8,044,999 |
Mauricio Ramos | 266,448,594 | 13,127,943 | 61,793 | 8,044,999 |
Thomas M. Rutledge | 274,190,891 | 4,726,158 | 721,281 | 8,044,999 |
Eric L. Zinterhofer | 265,124,661 | 14,402,370 | 111,299 | 8,044,999 |
2. Approval, on an advisory basis, of the Compensation of Named Executive Officers.
For | Against | Abstain | Broker Non-Votes |
195,044,659 | 84,503,605 | 90,066 | 8,044,999 |
3. | Vote on the frequency of holding an advisory vote on executive compensation. |
3 Years | 2 Years | 1 Year | Abstain | Broker Non-Votes |
159,670,106 | 107,059 | 119,539,033 | 322,132 | 8,044,999 |
4. | Vote to ratify the appointment of KPMG LLP as Company’s independent public accounting firm. |
For | Against | Abstain |
285,899,500 | 1,706,698 | 77,131 |
5. Vote on the Stockholder proposal regarding proxy access.
For | Against | Abstain | Broker Non-Votes |
121,645,554 | 157,634,635 | 358,141 | 8,044,999 |
No other matters were considered and voted on by the stockholders at the annual meeting.
As a result of the votes cast as reported above, the stockholders elected each nominee as a director of the Company, approved the Company’s Compensation of Named Executive Officers, voted in favor of a triennial vote on the Compensation of Named Executive Officers, ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2017, and voted against the stockholder proposal regarding proxy access. The Board of Directors took into consideration the results of the advisory vote on Item 3, above, and approved a triennial vote on executive compensation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC., | ||||
Registrant | ||||
By: | /s/ Kevin D. Howard | |||
Kevin D. Howard | ||||
Date: May 1, 2017 | Senior Vice President - Finance, Controller and | |||
Chief Accounting Officer | ||||
CCO Holdings, LLC | ||||
Registrant | ||||
By: | /s/ Kevin D. Howard | |||
Kevin D. Howard | ||||
Date: May 1, 2017 | Senior Vice President - Finance, Controller and | |||
Chief Accounting Officer | ||||
CCO Holdings Capital Corp. | ||||
Registrant | ||||
By: | /s/ Kevin D. Howard | |||
Kevin D. Howard | ||||
Date: May 1, 2017 | Senior Vice President - Finance, Controller and | |||
Chief Accounting Officer | ||||