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 17,
2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
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43-1857213
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
April
17, 2006, Charter Communications, Inc. ("Charter") amended its 2005 Executive
Cash Award Plan for eligible participants hired in 2006. As originally
adopted,
the Plan provided that each participant be granted an award which represents
an
opportunity to receive cash payments based on the participant's salary
in 2005
through 2009. As amended, the Plan will provide that each new participant
hired
in 2006, be granted an award based on the participant's salary in 2006
through
2010. Thus, an award for any new participant will be credited in book entry
format to a participant's account in an amount equal to 100% of a participant's
base salary on the date of Plan approval in 2006 and 20% of participant's
base
salary in each year 2007 through 2010, based on that participant's base
salary
as of May 1 of the applicable year. The Plan awards will vest at the rate
of 50%
of the plan award balance at the end of 2008 and 100% of the plan award
balance
at the end of 2010. Other provisions of the Plan remain the same.
The
2005
Executive Cash Award Plan, amended for 2006, is attached as Exhibit
10.1.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
April
18, 2006, the Board of Directors of Charter elected Rajive Johri as a Class
B
Director of Charter. Mr. Johri, 56, is the
President of First
National Bank of Omaha’s credit card business and has more than 30 years of
leadership experience in marketing and business strategy.
Mr. Johri holds a Bachelor of Technology in Mechanical Engineering from
the
Indian Institute of Technology and an M.B.A. from the Indian Institute
of
Management. Mr.
Johri
was also elected a member of Charter's Audit Committee, replacing Mr. John
Tory,
who resigned from the Audit Committee due to other time demands.
Mr.
Tory,
who had previously announced that he intended to resign from the Board
of
Directors, has agreed to remain as a director of Charter.
A
press release announcing Mr. Johri's
election is filed herewith as Exhibit 99.1.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
April
18, 2006, the Board of Directors of Charter adopted an amendment to Section
3.2
of Charter's Bylaws. The amendment increases the number of Charter's Directors
from 11 to 12, until changed by resolution of the Board of Directors. The
amendment also clarifies that the holders of Charter's Class B common stock
shall elect all Charter directors except for one director who shall be
elected
by the holders of the Class A and Class B common stock, voting as one
class.
The
amendment to Charter's Bylaws is attached hereto as Exhibit 3.1.
Item
9.01 Financial Statements and Exhibits.
|
Exhibit
Number
|
Description
|
|
| 3.1 | Ninth Amendment to the Amended and Restated By-Laws of Charter Communications, Inc. adopted as of April 18, 2006.* | |
| 10.1 | The 2005 Executive Cash Award Plan, amended for 2006.* | |
| 99.1 | Press release dated April 21, 2006.* |
* filed
herewith
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:
April 21, 2006
|
|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General
Counsel
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EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
| 3.1 | Ninth Amendment to the Amended and Restated By-Laws of Charter Communications, Inc. adopted as of April 18, 2006.* | |
| 10.1 | The 2005 Executive Cash Award Plan, amended for 2006.* | |
| 99.1 | Press release dated April 21, 2006.* |
* filed
herewith