Form 8-K

 

 

UNITED STATES

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): May 11, 2011

 

 

Comcast Corporation

(Exact Name of Registrant as Specified in its Charter)

 

 

Pennsylvania

(State or Other Jurisdiction of Incorporation)

 

001-32871   27-0000798
(Commission File Number)   (IRS Employer Identification No.)

One Comcast Center

Philadelphia, PA

  19103-2838
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (215) 286-1700

 

(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to 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))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) At our annual meeting of shareholders held on May 11, 2011, our shareholders approved, or did not approve, the following proposals, in each case consistent with the unanimous recommendations of our Board of Directors.

(b) The following proposals are described in detail in Comcast Corporation’s definitive proxy statement dated April 1, 2011 (the “Proxy Statement”). The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

 

(1) All of the director nominees named in the Proxy Statement were elected to serve as directors for one-year terms.

 

Director

   For    Withheld    Broker Non-Votes

S. Decker Anstrom

   354,695,050    5,899,237    20,424,549

Kenneth J. Bacon

   337,359,104    23,235,193    20,424,549

Sheldon M. Bonovitz

   356,823,079    3,771,208    20,424,549

Edward D. Breen

   357,348,457    3,245,830    20,424,549

Joseph J. Collins

   354,851,013    5,743,274    20,424,549

J. Michael Cook

   357,292,883    3,301,404    20,424,549

Gerald L. Hassell

   348,915,364    11,678,923    20,424,549

Jeffrey A. Honickman

   357,394,029    3,200,258    20,424,549

Eduardo G. Mestre

   357,260,322    3,333,965    20,424,549

Brian L. Roberts

   352,323,641    8,270,646    20,424,549

Ralph J. Roberts

   356,820,178    3,774,109    20,424,549

Dr. Judith Rodin

   321,369,658    39,224,629    20,424,549

 

(2) The appointment of Deloitte & Touche LLP as our independent auditors for the 2011 fiscal year was ratified.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

378,359,131

  2,252,767   406,938   N/A

 

(3) The Comcast-NBCUniversal 2011 Employee Stock Purchase Plan was approved.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

359,244,204

  963,721   386,362   20,424,549

 

(4) Our 2002 Restricted Stock Plan, as amended and restated, was approved.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

324,748,934

  35,073,598   771,755   20,424,549

 

(5) Our 2003 Stock Option Plan, as amended and restated, was adopted.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

332,857,536

  27,296,178   440,573   20,424,549

 

(6) Our executive compensation was approved.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

304,196,757

  55,865,815   531,715   20,424,549

 

(7) Our advisory vote on executive compensation will be held every 3 years.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

145,360,838

  3,063,674   211,697,491   472,284   20,424,549

 

(8) The shareholder proposal to provide for cumulative voting in the election of directors was not approved.


For

 

Against

 

Abstain

 

Broker Non-Votes

98,123,382

  261,844,681   626,224   20,424,549

 

(9) The shareholder proposal to require that the Chairman of the Board not be a current or former executive officer was not approved.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

71,432,462

  285,819,646   3,342,179   20,424,549

(d) As noted above, a majority of the votes cast by shareholders voted to hold an advisory vote to approve executive compensation every three years. As such, the Board of Directors has decided that it will include an advisory vote on executive compensation in our proxy statements every three years until the next required advisory vote on the frequency of the executive compensation vote, which will occur no later than our annual meeting of shareholders in 2017.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COMCAST CORPORATION
Date: May 16, 2011   By:  

/s/ Arthur R. Block

    Arthur R. Block
    Senior Vice President, General Counsel and Secretary