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chtr-20200428
000109166700012718330001271834falsefalsefalse00010916672020-04-282020-04-280001091667chtr:CCOHoldingsLLCMember2020-04-282020-04-280001091667chtr:CCOHoldingsCapitalCorp.Member2020-04-282020-04-2800010916672020-04-142020-04-140001091667chtr:CCOHoldingsLLCMember2020-04-142020-04-140001091667chtr:CCOHoldingsCapitalCorp.Member2020-04-142020-04-14

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2020

https://cdn.kscope.io/742fc9c188088f67a65f17cf22a27277-chtr-20200428_g1.jpg

Charter Communications, Inc.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
001-3366484-1496755
001-3778986-1067239
333-112593-0120-0257904
(Commission File Number)(I.R.S. Employer Identification Number)

400 Atlantic Street
Stamford, Connecticut 06901
(Address of principal executive offices including zip code)

(203) 905-7801
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $.001 Par ValueCHTRNASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 28, 2020, Charter Communications, Inc. (the “Company”) held its Annual Meeting of Stockholders. Of the total 234,195,593 shares of the Company’s common stock outstanding and eligible to vote at the meeting, including Charter Communications Holdings, LLC common and preferred units on an as-if-converted or exchanged basis, 194,602,010 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 26,595,021 votes, were represented in person or by proxy at the meeting. The votes cast for all matters are set forth below:

1. Election of Directors.


NomineesForWithheldAbstainBroker Non-Votes
W. Lance Conn211,836,2483,314,34464,3075,982,132
Kim C. Goodman213,298,7581,858,35157,7905,982,132
Craig A. Jacobson211,321,9333,802,69290,2745,982,132
Gregory Maffei172,829,83742,295,19289,8705,982,132
John D. Markley, Jr.204,658,34910,226,865329,6855,982,132
David C. Merritt213,073,5802,080,83260,4875,982,132
James E. Meyer184,590,29230,533,88690,7215,982,132
Steven A. Miron195,235,56919,889,25890,0725,982,132
Balan Nair193,443,40021,680,62390,8765,982,132
Michael Newhouse208,844,2686,280,15690,4755,982,132
Mauricio Ramos212,509,7542,644,79260,3535,982,132
Thomas M. Rutledge210,079,6104,365,210770,0795,982,132
Eric L. Zinterhofer191,348,34923,779,07887,4725,982,132

2. Vote to approve, on an advisory basis, the Company’s executive compensation.

ForAgainstAbstainBroker Non-Votes
201,296,21713,748,814169,8685,982,132

3. Vote to ratify the appointment of KPMG LLP as the Company’s independent public accounting firm.

ForAgainstAbstainBroker Non-Votes
219,352,4091,774,85669,766—

4. Vote on the Stockholder proposal regarding the Chairman of the Board and CEO roles.

ForAgainstAbstainBroker Non-Votes
50,542,762164,112,769559,3685,982,132

No other matters were considered and voted on by the stockholders at the annual meeting.

As a result of the votes cast as reported above, the stockholders elected each nominee as a director of the Company, approved the Company’s executive compensation, ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2020, and did not approve the stockholder proposal regarding the Chairman of the Board and CEO roles.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Description
   
104  The cover page from this Current Report on Form 8-K, formatted in Inline XBRL




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

CHARTER COMMUNICATIONS, INC.,
Registrant
By:/s/ Kevin D. Howard
Kevin D. Howard
Date: May 1, 2020Executive Vice President, Chief Accounting Officer and Controller
CCO Holdings, LLC
Registrant
By:/s/ Kevin D. Howard
Kevin D. Howard
Date: May 1, 2020Executive Vice President, Chief Accounting Officer and Controller
CCO Holdings Capital Corp.
Registrant
By:/s/ Kevin D. Howard
Kevin D. Howard
Date: May 1, 2020Executive Vice President, Chief Accounting Officer and Controller