Document


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 23, 2019

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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 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:

o Written communications pursuant 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))

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 o

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. o





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

On April 23, 2019, Charter Communications, Inc. (the “Company”) held its Annual Meeting of Stockholders. Of the total 224,971,942 shares of Class A common stock of the Company and 1 share of Class B common stock issued, outstanding and eligible to vote at the meeting, 201,433,136 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 29,305,156 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.
Nominees
For
Against
Abstain
Broker Non-Votes
W. Lance Conn
206,224,924
17,018,893
247,094
7,247,381
Kim C. Goodman
221,232,936
2,013,813
244,162
7,247,381
Craig A. Jacobson
207,825,977
15,416,400
248,534
7,247,381
Gregory Maffei
171,355,411
51,844,973
290,527
7,247,381
John D. Markley, Jr.
207,407,992
15,603,582
479,337
7,247,381
David C. Merritt
221,037,541
2,205,494
247,876
7,247,381
James E. Meyer
205,769,299
17,477,025
244,587
7,247,381
Steven A. Miron
205,939,104
17,304,056
247,751
7,247,381
Balan Nair
206,146,263
17,096,191
248,457
7,247,381
Michael Newhouse
210,024,868
13,219,894
246,149
7,247,381
Mauricio Ramos
207,704,007
15,538,272
248,632
7,247,381
Thomas M. Rutledge
219,891,771
2,844,211
754,929
7,247,381
Eric L. Zinterhofer
185,416,208
37,828,339
246,364
7,247,381

2.    Vote to approve the Charter Communications, Inc. 2019 Stock Incentive Plan.

For

Against

Abstain

Broker Non-Votes

141,611,265
81,481,791
397,855
7,247,381

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

Against

Abstain

Broker Non-Votes

225,282,794
5,188,775
266,723

4.     Vote on the Stockholder proposal regarding proxy access.

For

Against

Abstain

Broker Non-Votes

86,430,185
136,611,315
449,411
7,247,381

5.     Vote on the Stockholder proposal regarding sustainability reporting.

For

Against

Abstain

Broker Non-Votes

62,717,054
159,523,452
1,250,405
7,247,381

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 Charter Communications, Inc. 2019 Stock Incentive Plan, ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2019, did not approve the stockholder proposal regarding proxy access, and did not approve the stockholder proposal regarding sustainability reporting.





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: April 29, 2019
 
 
 
Chief Accounting Officer and Controller
 
 
 
 
 
 
 
 
 
 
 
 
CCO Holdings, LLC
 
 
Registrant
 
 
 
 
 
 
 
By:
 
/s/ Kevin D. Howard
 
 
 
 
Kevin D. Howard
Date: April 29, 2019
 
 
 
Chief Accounting Officer and Controller
 
 
 
 
 
 
 
 
 
 
 
 
CCO Holdings Capital Corp.
 
 
Registrant
 
 
 
 
 
 
 
By:
 
/s/ Kevin D. Howard
 
 
 
 
Kevin D. Howard
Date: April 29, 2019
 
 
 
Chief Accounting Officer and Controller