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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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of the five directors constituting such committee; however, neither the A/N appointed director nor the Liberty Broadband appointed director will be entitled to cast a vote with respect to any person considered for a position by the search committee that is affiliated or otherwise associated with such party or its respective affiliates and the required approval in respect of such a person will be the unanimous vote of the other directors then serving on the search committee.

Chief Executive Officer of New Charter and Chairman of the Board of Directors

Mr. Thomas Rutledge will be offered the positions of chief executive and new chairman of New Charter with a new five-year employment agreement to be negotiated prior to the closing of the mergers or the BHN transactions, and in the event that Mr. Rutledge does not agree to serve as the new chairman then the parties to the BHN/Liberty stockholders agreement will mutually agree on the appointment of a new chairman.

The BHN/Liberty stockholder agreement requires that the chairman of the New Charter board of directors be independent (as defined in the BHN/Liberty stockholders agreement) from each of Liberty Broadband and A/N.

Voting Matters by the Board of Directors

The BHN/Liberty stockholders agreement provides, and the amended and restated certificate of incorporation of New Charter will provide, that the New Charter board of directors must act by majority vote of the full board, subject to the following bullets. The BHN/Liberty stockholders agreement provides, and the amended and restated certificate of incorporation of New Charter will provide, that:

 

    for so long as A/N or Liberty Broadband has a voting or equity interest in New Charter equal to or greater than 20%, any change of control of New Charter will require the approval of (i) a majority of the full board of directors and (ii) a majority of the unaffiliated directors;

 

    any transaction involving either A/N or Liberty Broadband or their respective affiliates or associates and New Charter (with limited exceptions) or any transaction in which A/N or Liberty Broadband (or any of their respective affiliates or associates) will be treated differently from the holders of New Charter Class A common stock or Class B common stock will require the approval of (i) a majority of the unaffiliated directors plus (ii) a majority of the directors designated by the party without such a conflicting interest; however, the approval requirement in this clause (ii) will not apply to ordinary course programming and distribution agreements and related ancillary agreements entered into on an arms’ length basis; and

 

    any amendment to the amended and restated certificate of incorporation of New Charter will require the approval of (i) a majority of the full board and (ii) a majority of the unaffiliated directors.

In addition, the BHN/Liberty stockholders agreement provides, and the amended and restated certificate of incorporation of New Charter will provide, that decisions of unaffiliated directors will exclude any directors who are not independent (as defined in the BHN/Liberty stockholders agreement) of New Charter, Liberty Broadband and A/N.

Voting Rights and Limits of Liberty Broadband and A/N

The BHN/Liberty stockholders agreement provides, and the amended and restated certificate of incorporation will provide, that any New Charter shares owned by A/N or Liberty Broadband in excess of its applicable voting cap (as defined below) must be voted in the same proportion as all other votes cast by the public stockholders of New Charter in respect of all matters, excluding the following matters:

 

    any vote of New Charter’s stockholders on a change of control or sale of all or substantially all of New Charter’s assets;

 

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