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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/26/2015
Entire Document


Governance Structure
Board representation and structure
13 directors at closing
A/N designates 2 directors and Liberty designates 3 directors
Proxy and voting
For 5 years after closing, A/N to grant Liberty a proxy, capped at 7%, giving Liberty total voting power of up to 25.01%; proxy excludes votes on certain matters
A/N voting cap of 23.5%, increased 1:1, to max 35%, to the extent Liberty ownership falls permanently below 15%
Liberty voting cap greater of:
25.01% and 0.01% above highest voting % of any other person and
23.5%, increased 1:1, to max 33.5%, if A/N ownership is permanently below 15%
Preemptive rights
A/N and Liberty receive preemptive rights to maintain certain ownership thresholds
Liberty ownership capped at the greater of 26% and its voting cap. A/N capped at the greater of its ownership percentage at closing, 25% and its voting cap
Liberty and A/N required to participate in any share repurchase so as not to exceed their respective ownership caps, and transfer rights are generally restricted
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