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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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INTERESTS OF TWC’S DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTIONS

When considering the recommendation of the TWC board of directors that TWC stockholders vote in favor of the approval and adoption of the merger agreement, TWC and Charter stockholders should be aware that directors and executive officers of TWC have certain interests in the mergers that may be different from or in addition to the interests of TWC stockholders. The TWC board of directors was aware of these interests and considered them, among other things, in evaluating the mergers and negotiating the merger agreement. The TWC board of directors considered these interests in recommending that the TWC stockholders adopt the TWC mergers proposal. These interests are discussed below.

As of the date of this joint proxy statement, TWC’s executive officers are:

 

    Robert D. Marcus, Chairman and Chief Executive Officer;

 

    Dinesh C. Jain, Chief Operating Officer;

 

    William F. Osbourn, Jr., Senior Vice President, Controller, Chief Accounting Officer and acting co-Chief Financial Officer;

 

    Matthew Siegel, Senior Vice President, Treasurer, and acting co-Chief Financial Officer;

 

    Ellen M. East, Executive Vice President and Chief Communications Officer;

 

    Marc Lawrence-Apfelbaum, Executive Vice President, General Counsel and Secretary;

 

    Gail G. MacKinnon, Executive Vice President and Chief Government Relations Officer; and

 

    Peter C. Stern, Executive Vice President and Chief Product, People and Strategy Officer.

Treatment of TWC Equity Awards in the Mergers—In General

Options Held by Current Employees. At the completion of the second merger, each outstanding option to purchase shares of TWC common stock awarded by TWC, whether or not exercisable or vested (but excluding any options held by a former employee of TWC), will be converted into an option to acquire shares of New Charter Class A common stock at an adjusted exercise price, as described in detail in “The Merger Agreement—Treatment of TWC Equity Awards” beginning on page [●] of this joint proxy statement/prospectus.

Restricted Stock Units Held by Current Employees. At the completion of the second merger, each outstanding TWC employee restricted stock unit award (but excluding any such units held by a current or former non-employee director or a former employee of TWC) will be converted into a restricted stock unit award with respect to shares of New Charter Class A common stock as described in detail in “The Merger Agreement—Treatment of TWC Equity Awards” beginning on page [●] of this joint proxy statement/prospectus.

Options Held by Former Employees. At the completion of the second merger, each outstanding option to purchase shares of TWC common stock awarded by TWC and held by a former employee of TWC, whether or not exercisable or vested, will be cancelled, and TWC will pay such former employee an amount in cash computed as described in detail in “The Merger Agreement—Treatment of TWC Equity Awards” beginning on page [●] of this joint proxy statement/prospectus. All cash payments will be reduced by applicable withholding taxes.

Restricted Stock Units Held by Former Employees and Non-Employee Directors. Except as described in “The Merger Agreement—Treatment of TWC Equity Awards” beginning on page [●] of this joint proxy statement/prospectus, at the completion of the second merger, each TWC restricted stock unit award (which includes deferred stock units held by non-employee directors) held by (x) a current or former non-employee director or (y) a former employee of TWC, will be cancelled, and TWC will pay such holder an amount in cash computed as described in detail in such section. All cash payments will be reduced by applicable withholding taxes.

 

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