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): July 1, 2008
Charter Communications, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(Commission File
Number)
|
(I.R.S. Employer
Identification Number)
|
12405 Powerscourt Drive
St. Louis, Missouri
63131
(Address of principal executive
offices including zip code)
(314) 965-0555
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
5.02 DEPARTURE OF CERTAIN DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On July 1, 2008, as previously
announced by Charter Communications, Inc. ("Charter") in a Form 8-K filed on
June 23, 2008, Eloise E. Schmitz became the Executive Vice President and Chief
Financial Officer of Charter. As of July 1, Ms. Schmitz's annual base
salary increased to $525,000 and she received grants of 92,593 shares of
restricted stock, 108,932
performance units and $100,000 in performance cash pursuant to the terms of
Charter's 2008 Incentive Program. In addition, her annual bonus
target under Charter's Executive Bonus Plan will be 75% of her annual base
salary. It is anticipated that Ms. Schmitz will enter into an amended
and restated employment agreement, the terms of which will include the
above-referenced terms; additional terms included in Charter's employment
agreements with Executive Vice Presidents include that in the event of a
termination by Charter without cause or by Ms. Schmitz for Good Reason (as
defined in the employment agreement), Charter shall pay her two times her annual
base salary and a lump sum equal to 24 months of COBRA payments (compared to the
one year payments in the current agreement).
Also, on July 1, 2008, as previously
announced, Robert A. Quigley resigned as Executive Vice President and Chief
Marketing Officer, although he will remain as an advisor to Charter and retire
at the end of the year. As of July 1, his annual base salary was
reduced to $120,000, he will receive a lump sum payment to cover his COBRA
payments through December 31, 2008 and he will receive a $100,000 non-refundable
payment toward his bonus under the Executive Bonus Plan (his target bonus under
the Executive Bonus Plan for 2008 was reduced to $211,500). It is
anticipated that Mr. Quigley will enter into an amendment to his employment
agreement reflecting those terms.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.
Registrant
Dated: July
8 2008
|
|
By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
|