would allow Mr. Allen, for example, to amend the restated certificate of
incorporation to permit Charter Communications, Inc. to engage in currently
prohibited business activities without having to seek the approval of holders of
Class A common stock.
The voting rights relating to the election of Charter Communications,
Inc.'s board of directors are as follows:
- The Class B common stockholders, voting separately as a class, are
entitled to elect all but one member of Charter Communications, Inc.'s
board of directors.
- Class A and Class B common stockholders, voting together as one class,
are entitled to elect the remaining member of Charter Communications,
Inc.'s board of directors who is not elected by the Class B common
- Class A common stockholders and Class B common stockholders are not
entitled to cumulate their votes in the election of directors.
- In addition, if Charter Communications, Inc. issues any series of
preferred stock that entitles holders to elect directors, the holders of
such series of preferred stock may be able to vote for directors if
provided in the instrument creating such preferred stock.
Other than the election of directors and any matters where Delaware law or
Charter Communications, Inc.'s restated certificate of incorporation or bylaws
requires otherwise, all matters to be voted on by stockholders must be approved
by a majority of the votes cast by the holders of shares of Class A common
stockholders and Class B common stockholders present in person or represented by
proxy, voting together as a single class, subject to any voting rights granted
to holders of any preferred stock.
Amendments to Charter Communications, Inc.'s restated certificate of
incorporation that would adversely alter or change the powers, preferences or
special rights of the Class A common stock or the Class B common stock also must
be approved by a majority of the votes entitled to be cast by the holders of the
outstanding shares of the affected class, voting as a separate class. In
addition, the following actions by Charter Communications, Inc. must be approved
by the affirmative vote of the holders of at least a majority of the voting
power of the outstanding Class B common stock, voting as a separate class:
- the issuance of any Class B common stock other than to Mr. Allen and his
affiliates and other than pursuant to specified stock splits and
- the issuance of any stock of Charter Communications, Inc. other than
Class A common stock (and other than Class B common stock as described
- the amendment, modification or repeal of any provision of its restated
certificate of incorporation relating to capital stock or the removal of
Charter Communications, Inc. will lose its rights to manage the business of
Charter Communications Holding Company and Charter Investment, Inc. will become