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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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stockholders must be submitted in writing to New Charter’s Corporate Secretary at the address stated above not less than 45 days nor more than 70 days prior to the first anniversary of the date on which New Charter first mailed proxy materials for the preceding year’s annual meeting of stockholders. Therefore, to be presented at New Charter’s 2016 annual meeting of stockholders, such a proposal must be received by New Charter on or after January 6, 2016 but no later than February 12, 2016. However, in the event that New Charter elects to hold its next annual meeting more than 30 days before or after April 28, 2016, the anniversary of New Charter’s 2015 annual meeting, such stockholder proposals would have to be received by New Charter not earlier than 120 days prior to the next annual meeting date and not later than 90 days prior to the next annual meeting date.

Such notice must include: (1) for a nomination for director, all information relating to such person that is required to be disclosed in a proxy for election of directors; (2) as to any other business, a description of the proposed business, the text of the proposal, the reasons therefore, and any material interest the stockholder may have in that business; and (3) certain information regarding the stockholder making the proposal. These requirements are separate from the requirements a stockholder must meet to have a proposal included in New Charter’s proxy statement.

Any stockholder desiring a copy of the Charter bylaws (which are substantially similar to the bylaws of New Charter once the New Charter bylaws become effective) will be furnished one without charge upon written request to Charter’s Corporate Secretary at 400 Atlantic Street, Stamford, Connecticut 06901. A copy of the amended and restated bylaws was filed as an exhibit to Charter’s Current Report on Form 8-K filed on December 4, 2009, and is available at the SEC’s website at www.sec.gov.

TWC

The window for proposals for TWC’s 2015 annual meeting of stockholders is now closed. It is expected that TWC will hold its 2016 annual meeting of stockholders unless the mergers are completed prior to the expected date of TWC’s 2016 annual meeting of stockholders. Any stockholder nominations or proposals for business intended to be presented at TWC’s 2016 annual meeting of stockholders must comply with the notice procedures set forth in TWC’s bylaws and be submitted to TWC as set forth below.

Eligible stockholders interested in submitting a proposal for inclusion in the proxy materials for TWC’s 2016 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Exchange Act. In order to be considered timely for inclusion in TWC’s proxy materials for the 2016 annual meeting of stockholders, stockholder proposals must be received by TWC at Corporate Secretary, Time Warner Cable Inc., 60 Columbus Circle, New York, New York 10023 not later than January 22, 2016.

Under TWC’s bylaws certain procedures are provided that a stockholder must follow to nominate persons for election as directors or to introduce an item of business at an annual meeting of stockholders. These procedures provide that nominations for director nominees and/or an item of business to be introduced at an annual meeting of stockholders must be submitted in writing to TWC at the address stated above not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. Therefore, provided that TWC’s 2015 annual meeting is held on July 1, 2015, to be presented at TWC’s 2016 annual meeting of stockholders, such a proposal must be received by TWC on or after March 3, 2016 but no later than April 2, 2016. If the date of the annual meeting is more than 30 days earlier or more than 60 days later than July 1, 2016, the anniversary of the 2015 annual meeting of stockholders, notice must be received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

The relevant provisions of the TWC bylaws regarding stockholder nominations or proposals for other business are available on the Investor Relations section of TWC’s website at www.twc.com/investors. You may also contact the Corporate Secretary at Corporate Secretary, Time Warner Cable Inc., 60 Columbus Circle, New York, New York 10023 to request a copy of the TWC bylaws.

 

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