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chtr-20210427
000109166700012718330001271834falsefalsefalse0001091667chtr:CCOHoldingsCapitalCorp.Member2021-04-272021-04-2700010916672021-04-272021-04-270001091667chtr:CCOHoldingsLLCMember2021-04-272021-04-27

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 27, 2021

https://cdn.kscope.io/cd3d6fbfd6ee0dead29b45941ee844b8-chtr-20210427_g1.jpg

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)
001-3366484-1496755
001-3778986-1067239
333-112593-0120-0257904
(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:

☐ Written communications pursuant Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $.001 Par ValueCHTRNASDAQ Global Select Market

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 27, 2021, Charter Communications, Inc. (the “Company”) held its Annual Meeting of Stockholders. Of the total 215,273,098 shares of the Company’s common stock outstanding and eligible to vote at the meeting, including Charter Communications Holdings, LLC common and preferred units on an as-if-converted or exchanged basis, 176,703,987 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 24,026,605 votes, were represented in person or by proxy at the meeting. The votes cast for all matters are set forth below:

1.    Election of Directors.

NomineesForWithheldAbstainBroker Non-Votes
W. Lance Conn168,816,38225,266,582136,2976,511,331
Kim C. Goodman192,669,3071,371,463178,4916,511,331
Craig A. Jacobson189,847,4204,196,479175,3626,511,331
Gregory Maffei148,892,92945,191,073135,2596,511,331
John D. Markley, Jr.168,093,75125,841,868283,6426,511,331
David C. Merritt190,777,6303,399,15842,4736,511,331
James E. Meyer189,556,4874,486,828175,9466,511,331
Steven A. Miron168,946,52525,137,311135,4256,511,331
Balan Nair176,698,36817,475,38245,5116,511,331
Michael Newhouse189,550,2824,495,778173,2016,511,331
Mauricio Ramos171,136,07922,938,910144,2726,511,331
Thomas M. Rutledge189,276,9304,305,271637,0606,511,331
Eric L. Zinterhofer154,589,74939,494,318135,1946,511,331

2.    Vote to ratify the appointment of KPMG LLP as the Company’s independent public accounting firm.

ForAgainstAbstainBroker Non-Votes
199,583,6821,094,69452,216—

3.    Vote on the Stockholder proposal regarding lobbying activities.

ForAgainstAbstainBroker Non-Votes
70,600,145123,032,532586,5846,511,331

4.    Vote on the Stockholder proposal regarding the Chairman of the Board and CEO roles.

ForAgainstAbstainBroker Non-Votes
48,149,297145,769,355300,6096,511,331

5.     Vote on the Stockholder proposal regarding diversity and inclusion efforts.

ForAgainstAbstainBroker Non-Votes
80,054,752113,264,076900,4336,511,331

6.     Vote on the Stockholder proposal regarding disclosure of greenhouse gas emissions.

ForAgainstAbstainBroker Non-Votes
71,420,085111,928,19310,870,9836,511,331



7.     Vote on the Stockholder proposal regarding EEO-1 reports.

ForAgainstAbstainBroker Non-Votes
78,639,923114,630,760948,5786,511,331

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, ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2021, did not approve the stockholder proposal regarding lobbying activities, did not approve the stockholder proposal regarding the Chairman of the Board and CEO roles, did not approve the stockholder proposal regarding diversity and inclusion efforts, did not approve the stockholder proposal regarding disclosure of greenhouse gas emissions, and did not approve the stockholder proposal regarding EEO-1 reports.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Description
   
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


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: April 30, 2021Executive Vice President, Chief Accounting Officer and Controller
CCO Holdings, LLC
Registrant
By:/s/ Kevin D. Howard
Kevin D. Howard
Date: April 30, 2021Executive Vice President, Chief Accounting Officer and Controller
CCO Holdings Capital Corp.
Registrant
By:/s/ Kevin D. Howard
Kevin D. Howard
Date: April 30, 2021Executive Vice President, Chief Accounting Officer and Controller