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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Charter Stockholder Rights

  

New Charter
Stockholder Rights

  

TWC Stockholder Rights

  

elect 35% of the members of the board of directors (rounded up to the next whole number), and the remaining directors will be elected by a majority vote of the holders of Charter Class A common stockholders.

 

If no shares of Charter Class B common stock are outstanding, holders of Charter Class A common stock are entitled to elect all members of the board of directors.

  

voting together as a single class.

 

Liberty Broadband and A/N will have certain board nomination rights, as described under “Description of Capital Stock—Certain Board Nomination Rights” and “Other Agreements—BHN/Liberty Stockholders Agreement—Size and Composition of the New Charter Board of Directors.”

   and a plurality of votes cast for contested elections of directors at a meeting at which a quorum is present.
Removal of Directors    Under Charter’s certificate of incorporation, any director may be removed from office for cause by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Charter Class A common stock and Charter Class B common stock (and any series of Charter preferred stock then entitled to vote at an election of directors), voting together as one class. Any director elected by the Charter Class A stockholders may be removed without cause by a majority vote of the holders of the outstanding shares of Charter Class A common stock. Any director elected by the Charter Class B stockholders may be removed from office without cause by the majority vote of the outstanding shares of Charter Class B stock.    New Charter’s amended and restated certificate of incorporation will provide that any individual director may be removed from office with or without cause by a majority vote of the outstanding shares of New Charter Class A common stock and Class B common stock, voting together as a single class.    TWC’s certificate of incorporation provides that directors may be removed from office without cause by the affirmative vote of the holders of at least a majority of the votes represented by the shares then outstanding and entitled to vote in the election of such directors. Any director may be removed for cause as provided under Delaware law.

Voting

   Under Charter’s certificate of incorporation, (i) each holder of Charter Class A common stock is entitled to one vote per share of Charter Class A common stock, subject to certain exceptions, and (ii) each holder of Charter    Under New Charter’s amended and restated certificate of incorporation, (i) each holder of Charter Class A common stock will be entitled to one vote per share of New Charter Class A common stock and    Under TWC’s certificate of incorporation, each holder of TWC common stock is entitled to one vote per share of TWC common stock.

 

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