Print Page  Close Window

SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
Entire Document
 


Table of Contents
    

Charter Stockholder Rights

  

New Charter
Stockholder Rights

  

TWC Stockholder Rights

      described under “Description of Capital Stock—Common Stock” and “Other Agreements—BHN/Liberty Stockholders Agreement—Voting Rights and Limits of Liberty Broadband and A/N.”   
Cumulative Voting    Delaware law allows for cumulative voting, if provided for in the certificate of incorporation. Charter’s certificate of incorporation does not provide for cumulative voting.    Delaware law allows for cumulative voting, if provided for in the certificate of incorporation. New Charter’s amended and restated certificate of incorporation will not provide for cumulative voting.    Delaware law allows for cumulative voting, if provided for in the certificate of incorporation. TWC’s certificate of incorporation and bylaws do not provide for cumulative voting.
Vacancies on the Board of Directors    Under Charter’s certificate of incorporation, any vacancies on the board of directors of directors elected by holders of Charter Class A common stock shall be filled by a majority vote of the remaining directors elected or appointed by holders of Charter Class A common stock, even if less than a quorum. If there are no such directors, or the vacancy is not filled within 30 days, then it shall be filled by a majority vote of the holders of Charter Class A common stock. Any vacancies of directors elected by holders of Charter Class B common stock will be filled by a majority vote of the remaining directors elected or appointed by holders of Charter Class B common stock, even if less than a quorum. If there are no such directors, or the vacancy is not filled within 30 days, then it shall be filled by a majority vote of the holders of Charter Class B common stock.    Under New Charter’s amended and restated certificate of incorporation, any vacancies on the board of directors of directors elected by holders of New Charter common stock will be filled by a majority vote of the remaining directors elected or appointed by holders of New Charter common stock, even if less than a quorum.    Under TWC’s certificate of incorporation, vacancies on the board of directors shall be filled by a majority vote of the remaining directors, even if less than a quorum, or by an affirmative vote of the sole remaining director.

 

345