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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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The compensation that TWC’s named executive officers may be entitled to receive from TWC in connection with the mergers is summarized in the table under “Interests of TWC’s Directors and Executive Officers in the Transactions—Quantification of Potential Payments to TWC Named Executive Officers in Connection with the Mergers” beginning on page [●] of this joint proxy statement/prospectus and related narrative disclosures.

The Company believes that its compensation programs, including its standard compensation programs and its merger-related retention equity awards and supplemental cash bonuses, play a key role in the Company’s ability to retain and motivate key talent during an unusually prolonged period of employee uncertainty, additional responsibilities and distraction. In this context, the TWC board of directors believes that significant retention and operational incentives were, and continue to be, essential. The TWC board of directors believes that even with these additional programs, TWC’s pay practices remain aligned with performance and are relatively conservative and market competitive.

The TWC board of directors encourages you to review carefully the compensation information disclosed in this joint proxy statement/prospectus.

The TWC board of directors unanimously recommends that the stockholders of TWC approve the following resolution:

“RESOLVED, that the stockholders of TWC approve, on an advisory (non-binding) basis, the compensation that will or may become payable by TWC to its named executive officers in connection with the mergers, as disclosed pursuant to Item 402(t) of Regulation S-K in the table under “Interests of TWC’s Directors and Executive Officers in the Transactions—Quantification of Potential Payments to TWC Named Executive Officers in Connection with the Mergers” and the related narrative disclosures.”

The vote on the TWC advisory compensation proposal is a vote separate and apart from the vote on the adoption of the merger agreement. Accordingly, you may vote to approve the adoption of the merger agreement and vote not to approve the TWC advisory compensation proposal and vice versa. Because the vote on the TWC advisory compensation proposal is advisory only, it will not be binding on TWC, Charter or New Charter. Accordingly, if the merger agreement is adopted and the mergers are completed, the compensation payments that are contractually required to be paid by TWC to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the advisory (non-binding) vote of TWC stockholders.

The affirmative vote of a majority of the votes cast at the TWC special meeting by holders of shares of TWC common stock at the TWC special meeting is required to approve, on an advisory (non-binding) basis, the TWC advisory compensation proposal.

THE TWC BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT TWC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE TWC ADVISORY COMPENSATION PROPOSAL.

CHARTER PROPOSALS

Charter Proposal I: Approval of the Adoption of the Merger Agreement

Charter stockholders are being asked to approve the adoption of the merger agreement pursuant to which, among other things, (i) TWC will be merged with and into Merger Subsidiary Two, with Merger Subsidiary Two continuing as the surviving entity and a wholly owned subsidiary of New Charter and (ii) Charter will be merged with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving entity and a wholly owned subsidiary of New Charter.

 

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