chtr-20260421
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 21, 2026
Charter Communications, Inc.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
| 001-33664 | 84-1496755 | |||||||
| 001-37789 | 86-1067239 | |||||||
| 333-112593-01 | 20-0257904 | |||||||
| (Commission File Number) | (I.R.S. Employer Identification Number) | |||||||
400 Washington Blvd.
Stamford, Connecticut 06902
(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:
☐ Written communications pursuant Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A Common Stock, $.001 Par Value | CHTR | NASDAQ Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 21, 2026, Charter Communications, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as further described in Item 5.07 below, the Company’s stockholders approved an amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan (the “Plan Amendment”) to increase the number of shares available for issuance under the plan by 16.0 million shares. The Plan Amendment became effective on April 21, 2026.
The foregoing description is a summary of the Plan Amendment and is qualified in its entirety by reference to the full text of the Charter Communications, Inc. 2019 Stock Incentive Plan, as amended by the Plan Amendment, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated herein by reference.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Of the total 141,178,369 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, including Charter Communications Holdings, LLC common units on an as-exchanged basis, 118,382,741 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 15,511,283 votes, were represented in person or by proxy at the meeting. The votes cast for all matters are set forth below:
1.Election of Directors.
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Eric L. Zinterhofer | 124,496,484 | 3,866,619 | 46,858 | 5,484,063 | ||||||||||||||||||||||
| W. Lance Conn | 125,073,555 | 3,290,158 | 46,248 | 5,484,063 | ||||||||||||||||||||||
| Wade Davis | 128,029,422 | 334,583 | 45,956 | 5,484,063 | ||||||||||||||||||||||
| Kim C. Goodman | 127,966,885 | 396,614 | 46,462 | 5,484,063 | ||||||||||||||||||||||
| John D. Markley, Jr. | 121,559,304 | 6,755,828 | 94,829 | 5,484,063 | ||||||||||||||||||||||
| Steven A. Miron | 127,130,708 | 1,076,691 | 202,562 | 5,484,063 | ||||||||||||||||||||||
| Balan Nair | 118,765,599 | 9,597,998 | 46,364 | 5,484,063 | ||||||||||||||||||||||
| Michael A. Newhouse | 125,920,838 | 2,443,466 | 45,657 | 5,484,063 | ||||||||||||||||||||||
| Martin E. Patterson | 124,363,311 | 4,000,071 | 46,579 | 5,484,063 | ||||||||||||||||||||||
| Mauricio Ramos | 126,213,014 | 2,122,939 | 74,008 | 5,484,063 | ||||||||||||||||||||||
| Carolyn J. Slaski | 127,848,994 | 514,693 | 46,274 | 5,484,063 | ||||||||||||||||||||||
| J. David Wargo | 127,151,171 | 1,211,056 | 47,734 | 5,484,063 | ||||||||||||||||||||||
| Christopher L. Winfrey | 127,621,210 | 743,120 | 45,631 | 5,484,063 | ||||||||||||||||||||||
2.Approval of the amendment increasing the number of shares in the Company’s 2019 Stock Incentive Plan.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 90,820,528 | 37,522,506 | 66,927 | 5,484,063 | |||||||||||||||||
3.Approval, on an advisory basis, of the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 98,047,867 | 30,289,182 | 72,912 | 5,484,063 | |||||||||||||||||
4.Vote to ratify the appointment of KPMG LLP as the Company’s independent public accounting firm.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 131,975,231 | 1,840,776 | 78,017 | — | |||||||||||||||||
5.Vote on the stockholder proposal regarding political expenditures report.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 23,286,541 | 104,891,888 | 231,532 | 5,484,063 | |||||||||||||||||
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 stockholders elected each nominee as a director of the Company, approved the amendment increasing the number of shares in the Company’s 2019 Stock Incentive Plan, approved, on an advisory basis, the compensation of the Company’s named executive officers, ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2026, and did not approve the stockholder proposal regarding political expenditures report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit | Description | ||||||||||
| 10.1 | |||||||||||
| 10.2 | |||||||||||
| 10.3 | |||||||||||
| 10.4 | |||||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. 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 | |||||||||||
| Date: April 23, 2026 | Executive Vice President, Chief Accounting Officer and Controller | ||||||||||
| CCO Holdings, LLC | |||||||||||
| Registrant | |||||||||||
| By: | /s/ Kevin D. Howard | ||||||||||
| Kevin D. Howard | |||||||||||
| Date: April 23, 2026 | Executive Vice President, Chief Accounting Officer and Controller | ||||||||||
| CCO Holdings Capital Corp. | |||||||||||
| Registrant | |||||||||||
| By: | /s/ Kevin D. Howard | ||||||||||
| Kevin D. Howard | |||||||||||
| Date: April 23, 2026 | Executive Vice President, Chief Accounting Officer and Controller | ||||||||||