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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Following completion of the mergers, New Charter may, in accordance with NASDAQ rules, make use of shares remaining available for grant under the Time Warner Cable Inc. 2011 Stock Incentive Plan, which is referred to in this joint proxy statement/prospectus as the TWC 2011 Plan.

Options and Restricted Stock Units Held by Executive Officers

The table below shows, as of June 10, 2015, (a) the options to acquire TWC common stock and (b) the restricted stock units, including the 2017 retention grants (described below) and the other restricted stock units, held by TWC’s Chief Executive Officer, Chief Operating Officer and the other six executive officers (identified above, as a group). These options and restricted stock units held by TWC’s executive officers, were granted pursuant to the Time Warner Cable Inc. 2006 Stock Incentive Plan, as amended, which is referred to in this joint proxy statement/prospectus as the 2006 Plan, and the 2011 Plan, and award agreements thereunder, which are referred to in this joint proxy statement/prospectus as the Employee Equity Arrangements. In addition, employment agreements with the executive officers contain provisions addressing certain terms of the options and other equity awards (such terms, together with the Employee Equity Arrangements, are referred to in this joint proxy statement/prospectus as the Officer Equity Arrangements). All options and restricted stock units held by TWC’s executive officers, including those received by them as part of the retention grant, were granted pursuant to the Officer Equity Arrangements.

As described above in “The Merger Agreement—Treatment of TWC Equity Awards” beginning on page [●] of this joint proxy statement/prospectus, upon the completion of the second merger, TWC option and restricted stock unit awards held by TWC’s executive officers will convert into options and restricted stock units, as applicable, with respect to New Charter Class A common stock.

Under the Officer Equity Arrangements, a change in control itself does not result in full vesting or settlement of any of the executive officers’ options or restricted stock units; however, if an executive officer’s employment is terminated, either by TWC without “cause” (as defined in the respective Officer Equity Arrangements) or by the executive officer for “good reason” (discussed below), at any time during the term of the applicable employment agreement, then such awards will become fully vested. Depending on their respective titles, roles, responsibilities, compensation, and work location, as applicable, immediately after the completion of the mergers, the executive officers may have the right to assert good reason, resign and collect severance benefits, as described below, following such time. The vesting of the options and restricted stock units, along with certain other payments and benefits that could be due to the executive officers in connection with a change in control (including the payment of severance as described below), could be subject to a Golden Parachute Modified Cutback (described below); however, based on the recent share prices of Charter Class A common stock and other assumptions required under applicable laws, TWC does not expect that any awards’ vesting will be subject to the Golden Parachute Modified Cutback.

For illustrative purposes, if the completion of the mergers were to have occurred on June 10, 2015, the latest practicable date prior to the filing of this joint proxy statement/prospectus, the tables below show the value the executive officers would receive in respect of their (a) options and (b) restricted stock units assuming that they each convert to options and restricted stock units, as applicable, in respect of New Charter Class A common stock in the mergers as described in “The Merger Agreement—Treatment of TWC Equity Awards” beginning on page [●] of this joint proxy statement/prospectus, and applying the same assumptions used in “—Quantification of Potential Payments to TWC Named Executive Officers in Connection with the Mergers” beginning on page [●] of this joint proxy statement/prospectus. These assumptions include an assumed price per share of Charter Class A common stock of $177.82 (the average closing market price of a share of Charter Class A common stock on NASDAQ over the first five business days following the first public announcement of the merger agreement) as both the closing price of a share of Charter Class A common stock on the day immediately prior to the date of completion of the second merger and also the volume weighted average per-share price of Charter Class A common stock during the ten full trading days ending on the trading day preceding the completion of the mergers

 

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