000109166700012718330001271834falsefalsefalse0001091667chtr:CCOHoldingsLLCMember2024-01-302024-01-3000010916672024-01-302024-01-300001091667chtr:CCOHoldingsCapitalCorp.Member2024-01-302024-01-30

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): January 30, 2024

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)

001-33664						84-1496755
001-37789						86-1067239
333-112593-01						20-0257904
(Commission File Number)						(I.R.S. Employer Identification Number)

400 Washington Blvd.

Stamford, Connecticut 06902

(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 class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, $.001 Par Value			CHTR			NASDAQ 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. ☐

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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 30, 2024, Craig A. Jacobson informed the Board of Directors (the “Board”) of Charter Communications, Inc. (the “Company”) that he does not intend to stand for re-election to the Board at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). Mr. Jacobson will continue to serve as a director of the Company through the date of the 2024 Annual Meeting. Mr. Jacobson’s decision not to stand for re-election is not the result of any dispute or disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

To fill the vacancy that will result from Mr. Jacobson’s decision not to stand for re-election, the Board intends to nominate Carolyn J. Slaski for election to the Board at the 2024 Annual Meeting. Ms. Slaski will be included as a nominee for election by the stockholders in the Company’s proxy statement for the 2024 Annual Meeting.

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

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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: February 5, 2024									Executive Vice President, Chief Accounting Officer and Controller
			CCO Holdings, LLC
			Registrant
			By:						/s/ Kevin D. Howard
									Kevin D. Howard
Date: February 5, 2024									Executive Vice President, Chief Accounting Officer and Controller
			CCO Holdings Capital Corp.
			Registrant
			By:						/s/ Kevin D. Howard
									Kevin D. Howard
Date: February 5, 2024									Executive Vice President, Chief Accounting Officer and Controller