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
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Date
of report (Date of earliest event reported): February 17,
2005 |
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COMCAST
CORPORATION |
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(Exact
Name of Registrant
as
Specified in Charter) |
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Pennsylvania |
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(State
or Other Jurisdiction of Incorporation) |
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000-50093 |
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27-0000798 |
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(Commission
File Number) |
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(IRS
Employer Identification No.) |
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1500
Market Street
Philadelphia,
PA |
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19102 |
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(Address
of Principal Executive Offices) |
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(Zip
Code) |
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Registrant’s
telephone number, including area code: (215)
665-1700 |
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Not
Applicable |
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(Former
Name or Former Address, if Changed Since Last Report) |
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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):
| o |
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| o |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| o |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| o |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
1.01
Entry into a Material Definitive Agreement
Annual
Incentive Plans
On
February 17, 2005, the Compensation Committee of the Board of Directors of
Comcast Corporation (the “Company”) established 2005 performance targets under
each of the Company’s 2002 Executive Cash Bonus Plan and 2002 Supplemental Cash
Bonus Plan (collectively, the “Bonus Plans”). The Bonus Plans provide for the
payment to eligible employees, including the Company’s executive officers, of
annual incentive compensation. The awards for Mr. Brian L. Roberts, Mr. Stephen
B. Burke, Mr. Ralph J. Roberts, Mr. Lawrence S. Smith, Mr. David L. Cohen and
Mr. John R. Alchin with respect to 2005 will be determined using targets based
on increases in the Company’s cash flow. Under the 2002 Executive Cash Bonus
Plan, the Compensation Committee established two separate increase in cash flow
targets. If the Company achieves the first target, each executive officer named
above will receive two-thirds of his target bonus amount and if the Company
achieves the second target, each executive officer named above will receive 100%
of his target bonus amount. If the Company does not achieve the first cash flow
target, no payments will be made under this plan. Under the 2002 Supplemental
Cash Bonus Plan, each executive officer named above is eligible to receive a
bonus equal to 80 - 120% of target, depending on the cash flow achieved. If the
Company does not achieve a certain level of cash flow, no payments will be made
under this plan. At this same meeting, the Compensation Committee also set the
2005 target bonuses for the executive offers named above as follows: Mr. Brian
L. Roberts, 150% of his base salary under each of the Bonus Plans; Mr. Burke,
100% of his base salary under each of the Bonus Plans; and the other executive
officers named above, 75% of each individual’s base salary under the 2002
Executive Cash Bonus Plan and 50% of base salary under the 2002 Supplemental
Cash Bonus Plan.
Executive
Officer Compensation
On
February 17, 2005, Compensation Committee approved an increase in Mr. Burke’s
base salary for 2005 to $1,500,000.
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.
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COMCAST
CORPORATION
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Date: |
February
22, 2005 |
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By: |
/s/
Arthur R. Block |
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Name:
Arthur R. Block |
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Title:
Senior Vice President, General Counsel and
Secretary |