Comcast Corp

Our Audit Committee, responsible for appointment and oversight of independent auditors, reviewed Deloitte’s independence, performance, and breadth of expertise and appointed Deloitte & Touche LLP as Comcast’s independent auditors for 2026. The proposal seeks shareholder ratification of that appointment; while ratification is not required, the Board recommends approval to provide shareholder endorsement of the Audit Committee’s selection and to affirm auditor independence and continuity. The proxy discloses Deloitte’s audit and non-audit fees for 2025 and 2024, the partner rotation requirement and that a new lead engagement partner was selected for 2026. The Board’s rationale centers on Deloitte’s long tenure since 1963, demonstrated expertise across Comcast’s complex global businesses, and satisfactory performance in prior audits; the Audit Committee also preapproved all services and considered the firm’s independence in light of non-audit fees. Shareholders should weigh auditor independence and fee levels against benefits of continuity and the Audit Committee’s oversight when voting on this routine, non-controversial ratification.

This proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation as disclosed under Item 402, including the CD&A and compensation tables. Management frames the program as performance-based, with a mix of annual cash bonuses tied to Adjusted EBITDA, Free Cash Flow, and Revenue, operational and stakeholder goals, and long-term PSUs tied to ROIC, relative Adjusted EPS growth, and a TSR modifier. The Compensation Committee retains Korn Ferry as an independent consultant, and the proxy details salary, annual bonuses, PSUs structure, and other compensation elements for the named executive officers. The Board recommends a 'FOR' vote, arguing that the structure aligns executives’ incentives with shareholder value and long-term performance, emphasizes retention and risk-mitigating features like clawbacks and stock ownership requirements, and responds to shareholder feedback. Investors should consider whether the disclosed metrics and pay outcomes sufficiently align with long-term results and whether the Compensation Committee’s governance and disclosure are robust.

The shareholder proposal, submitted by the National Legal and Policy Center, requests that Comcast adopt a policy requiring the separation of the Chair and CEO roles and that the Chair be an independent director when possible, with additional specifications (no former CEO as Chair, temporary non-independent Chair allowed). The proponent argues combining roles concentrates power, impairs board oversight, and cites governance research and proxy advisor guidance supporting separation and independent chairs. Management opposes, asserting that a flexible approach allowing combination or separation based on company circumstances better serves shareholders; it emphasizes a strong Lead Independent Director with explicit authority, an independent-majority board and independent committees, and periodic review of board leadership structure. The company points to its governance practices (nine of 11 nominees independent, committee composition, empowered Lead Independent Director) and recent leadership transition to co-CEOs as evidence that separation is unnecessary and could constrain fiduciary discretion. This contested governance proposal raises trade-offs between codifying a best-practice governance norm (independent chair separation) and preserving board discretion to select structures tailored to company needs; investors should weigh proxy advisor views and peer practices against Comcast’s specific governance safeguards, ownership structure, and recent leadership changes when evaluating the proposal.