CHTR 5.9.14 8K


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 5, 2014


Charter Communications, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

001-33664
 
43-1857213
(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))





ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On May 5, 2014, the Compensation and Benefits Committee of the Board of Directors of Charter Communications, Inc. (the “Company”) approved a one-time cash payment of $98,582.55 to Catherine Bohigian, Executive Vice President, Government Affairs, under the Executive Bonus Plan. Ms. Bohigian's bonus for 2013 had been pro-rated, and she did not receive her full bonus. This payment is intended to make her whole.
 
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 6, 2014, the Company held its Annual Meeting of Stockholders. The meeting included the election of directors and two other matters. Of the total 108,184,513 shares of Class A common stock of the Company issued, outstanding and eligible to vote at the meeting, 97,830,569 shares, representing the same number of votes, were represented in person or by proxy at the meeting. The votes cast for all matters are set forth below:

1. Election of Class A Directors.

Nominees
 
Number of Votes FOR
 
Number of Votes WITHHELD
 
Broker Non-Votes
W. Lance Conn
 
94,384,717

 
135,295

 
3,310,557

Michael P. Huseby
 
94,392,521

 
127,491

 
3,310,557

Craig A. Jacobson
 
94,400,463

 
119,549

 
3,310,557

Gregory B. Maffei
 
70,930,682

 
23,589,330

 
3,310,557

John C. Malone
 
68,620,984

 
25,899,028

 
3,310,557

John D. Markley, Jr.
 
94,400,463

 
119,549

 
3,310,557

David C. Merritt
 
94,393,493

 
126,519

 
3,310,557

Balan Nair
 
67,859,053

 
26,660,959

 
3,310,557

Thomas M. Rutledge
 
94,402,092

 
117,920

 
3,310,557

Eric L. Zinterhofer
 
94,393,453

 
126,559

 
3,310,557


2. Advisory vote on the approval of Executive Compensation.

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
93,726,054
 
697,649
 
96,309
 
3,310,557

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

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
97,752,079
 
58,509
 
19,981
 
0

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 shareholders elected each nominee as a director of the Company, approved of the Company’s executive compensation and ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2014.






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
 
 
 
 
 
 
 
By:
 
/s/ Kevin D. Howard
 
 
 
 
Kevin D. Howard
 
 
 
 
Senior Vice President - Finance, Controller and
Date: May 9, 2014
 
 
 
Chief Accounting Officer