SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
| (Commission File Number) | (I.R.S. Employer Identification Number) | |||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On February 3, 2021, Charter Communications, Inc. (“Charter”) announced that John Bickham, President and Chief Operating Officer, plans to retire at the end of 2022.
ITEM 7.01. REGULATION FD DISCLOSURE.
On February 3, 2021, Charter issued a press release announcing the events described in Item 5.02 above (the “Press Release”). The Press Release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including the Press Release, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Further, such information shall not be deemed incorporated by reference into any reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit | Description | ||||||||||
| 99.1 | |||||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | ||||||||||
Cautionary Statement Regarding Forward-Looking Statements
This current report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the Securities and Exchange Commission ("SEC"). Many of the forward-looking statements contained in this current report may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," “tentative,” "positioning," "designed," "create," "predict," "project," "initiatives," "seek," "would," "could," "continue," "ongoing," "upside," "increases," "focused on" and "potential," among others.
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this current report.
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: February 3, 2021 | Executive Vice President, Chief Accounting Officer and Controller | ||||||||||
| CCO Holdings, LLC | |||||||||||
| Registrant | |||||||||||
| By: | /s/ Kevin D. Howard | ||||||||||
| Kevin D. Howard | |||||||||||
| Date: February 3, 2021 | Executive Vice President, Chief Accounting Officer and Controller | ||||||||||
| CCO Holdings Capital Corp. | |||||||||||
| Registrant | |||||||||||
| By: | /s/ Kevin D. Howard | ||||||||||
| Kevin D. Howard | |||||||||||
| Date: February 3, 2021 | Executive Vice President, Chief Accounting Officer and Controller | ||||||||||
Exhibit 99.1
 | NEWS | ||||
CHARTER COMMUNICATIONS INDUSTRY VETERAN AND PRESIDENT & COO JOHN BICKHAM TO RETIRE END OF 2022
Rich DiGeronimo and Chris Winfrey to Expand Responsibilities
STAMFORD, Conn. – Feb. 3, 2021 – Charter Communications, Inc. (NASDAQ: CHTR) today announced that 35-year industry veteran and President & Chief Operating Officer John Bickham plans to retire at the end of 2022.
“It has been a privilege to work alongside John for nearly 30 of his 35 years in the cable industry,” said Tom Rutledge, Charter Communications Chairman and CEO. “He is widely regarded as one of the best operators in cable and has been instrumental in the successful integration of our three companies, and subsequent trajectory as the fastest growing cable company in the nation. I am grateful that he will remain as President & COO to provide continued leadership and support throughout this transition.”
During this period, and in preparation for the future and Charter’s continued success, the company is announcing that both Rich DiGeronimo, Chief Product and Technology Officer, and Chris Winfrey, Chief Financial Officer will take on additional responsibilities.
Effective immediately, Mr. DiGeronimo will add oversight of Spectrum Reach – Charter’s advertising sales business led by Executive Vice President David Kline – to his current responsibilities of leading of the Product and Technology organization, which both develops Charter’s competitive products and builds the tools and systems to support customers and employees enterprise-wide. Mr. DiGeronimo will report directly to Mr. Rutledge.
In addition to continuing as CFO, Mr. Winfrey will assume operational leadership for Sales and Marketing, and Spectrum Community Solutions overseen by Jon Hargis, Executive Vice President, Chief Marketing Officer, and Adam Ray, Executive Vice President, Spectrum Community Solutions, respectively. Mr. Winfrey will report to Mr. Bickham on operations and to Mr. Rutledge as CFO. Mr. Winfrey also will retain responsibility for Spectrum Enterprise led by Bill Archer, Executive Vice President.
“We have developed a sound operating strategy and an outstanding leadership team at Charter,” added Mr. Rutledge. “Chris’s influence on our operations has expanded beyond traditional finance areas, and I look forward to seeing the impact of his leadership more formally within our cable operations. Under Rich’s guidance, the
technology team has shaped the customer experience through our leading products and services, and it is that innovation and collaborative spirit that will benefit Spectrum Reach as it helps businesses reach their audiences in new ways.”
Mr. Bickham will continue to oversee the Field Operations, Customer Operations, Network Operations, and FP&A and Business Planning teams led by Tom Adams, Executive Vice President, Field Operations; Cliff Hagan, Executive Vice President, Customer Operations; Magesh Srinivasan, Executive Vice President, Network Operations; and Jim Nuzzo, Executive Vice President, FP&A and Business Planning, respectively.
David Ellen, Senior Executive Vice President; Catherine Bohigian, Executive Vice President, Government Affairs; and Rick Dykhouse, Executive Vice President, General Counsel and Corporate Secretary, will continue to report to Mr. Rutledge.
About Charter
Charter Communications, Inc. (NASDAQ:CHTR) is a leading broadband connectivity company and cable operator serving more than 31 million customers in 41 states through its Spectrum brand. Over an advanced communications network, the company offers a full range of state-of-the-art residential and business services including Spectrum Internet®, TV, Mobile and Voice.
For small and medium-sized companies, Spectrum Business® delivers the same suite of broadband products and services coupled with special features and applications to enhance productivity, while for larger businesses and government entities, Spectrum Enterprise provides highly customized, fiber-based solutions. Spectrum Reach® delivers tailored advertising and production for the modern media landscape. The company also distributes award-winning news coverage, sports and high-quality original programming to its customers through Spectrum Networks and Spectrum Originals. More information about Charter can be found at corporate.charter.com.
# # #
Media Contacts:
Cameron Blanchard, cameron.blanchard@charter.com
Investor Relations
Stefan Anningner, stefan.anninger@charter.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies and prospects, both business and financial. Although we believe that our plans, intentions and expectations as reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under "Risk Factors" from time to time in our filings with the SEC. Many of the forward-looking statements contained in this communication may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," "aim," "on track," "target," "opportunity," "tentative," "positioning," "designed," "create," "predict," "project," "initiatives," "seek," "would," "could," "continue," "ongoing," "upside," "increases" and "potential," among others.
All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. We are under no duty or obligation to update any of the forward-looking statements after the date of this communication.