Independent
Tenure on this board
9.8 yrs
13 nominees · 5 ballot items.
Election of thirteen directors; amendment to increase shares in 2019 Stock Incentive Plan; advisory vote on named executive officer compensation; ratification of KPMG LLP as independent registered public accounting firm; stockholder proposal requesting periodic political expenditures report.
Elect thirteen directors named in the proxy statement to hold office until their successors are elected.
Amend the 2019 Stock Incentive Plan to add 16.0 million shares to the plan reserve for future equity awards.
This management proposal seeks shareholder approval to amend the Company’s 2019 Stock Incentive Plan to increase available shares by 16.0 million to replenish the plan’s share reserve through the plan’s remaining term (through January 29, 2029). Management is seeking this approval because award activity since adoption—primarily to support executive long-term incentives, annual grants, and other employee equity awards—has consumed most of the original authorization, leaving approximately 4.2 million shares available and projected insufficiency for future grant needs. The board and Compensation Committee recommend the increase arguing it will allow continued use of equity awards as retention and performance incentives, preserve the current mix of option-heavy awards that align executives’ interests with stock-price appreciation, and support the Company’s pay-for-performance programs including the 2023 Performance Equity Program and regular annual grants. Key governance features include an aggregate limit (39.0 million) on shares issuable and a $3.0 million annual limit on awards to non-employee directors; the plan preserves anti-dilution adjustment mechanics and prohibits repricing without shareholder approval. The board’s recommendation emphasizes continuity of compensation strategy, retention of talent, and the need to have sufficient shares to grant awards without disrupting incentive structures. Approving the amendment will increase the plan’s available shares to approximately 20.2 million (about 12.7% of fully diluted shares) and subject to shareholder approval, the company will file a Form S-8 to register the additional shares.
Non-binding shareholder vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This routine management proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management frames its pay programs as heavily performance-based—emphasizing long-term equity (option-heavy) awards and a multi-year performance equity program intended to tie executive realized value to sustained stock price appreciation. The board and Compensation Committee argue that the mix of pay, the use of annual and long-term incentives tied to revenue, Adjusted EBITDA and strategic objectives, and the design of the 2023 Performance Equity Program are aligned with shareholder interests and retention needs. The advisory vote is required by law to provide feedback to the board; the outcome will be considered by the Compensation and Benefits Committee in future compensation decisions though it is not binding.
Ratify KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Request the company produce a periodic report disclosing recipients and amounts of corporate political contributions or expenditures used to participate in campaigns or influence elections (excluding lobbying and employee PAC spending).
This shareholder proposal, submitted by the New York State Common Retirement Fund, requests the Company produce a periodic report disclosing the recipients and amounts of corporate political contributions or expenditures used to support or oppose candidates or influence elections, excluding lobbying and employee PAC spending. The proponent argues such transparency is needed because Charter operates in heavily regulated markets where political spending can materially affect regulatory outcomes and investor risk; it notes peers disclose similar information and past shareholder votes showed growing support for such disclosures. Management opposes the proposal, arguing existing policies and disclosures appropriately balance transparency, legal compliance and competitive concerns and that unilateral expanded disclosure could create proprietary and competitive harms and impose administrative burdens. The board recommends voting AGAINST the proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 11.9% | 14,627,209 | $3.2B |
| 2 | STATE STREET CORP | 6.7% | 8,194,729 | $1.8B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 5,470,636 | $1.2B |
| 4 | Capital Research Global Investors | 4.3% | 5,293,545 | $1.1B |
| 5 | HARRIS ASSOCIATES L P | 3.2% | 3,883,775 | $838M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.0% | 3,727,658 | $805M |
| 7 | First Eagle Investment Management, LLC | 2.9% | 3,506,153 | $757M |
| 8 | BlackRock, Inc. | 2.3% | 2,812,491 | $607M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 2,174,282 | $468M |
| 10 | Invesco Ltd. | 1.5% | 1,826,729 | $394M |
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