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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

AMENDMENT NO. 1
TO
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 26, 2011
 
 
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)
 
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
Written communications pursuant to 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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
Charter Communications, Inc. (the “Company”)  held its Annual Meeting of Stockholders on April 26, 2011.  The meeting included the election of directors and five other matters.  Of the total 114,489,841 shares of Class A common stock issued, outstanding and eligible to vote at the meeting, 101,163,555 shares, representing the same number of votes, were represented in person or by proxy at the meeting.  The votes cast for all matters is set forth below:

1. Election of Class A Directors
 
 
 
Nominees
 
 
Number of
Votes FOR
 
Number of
Votes
WITHHELD
 
 
 
Broker Non-Votes
Robert Cohn
  94,052,374   1,992,919   5,118,262
W. Lance Conn
  90,691,231   5,354,062   5,118,262
Darren Glatt
  95,983,990   61,303   5,118,262
Craig A. Jacobson
  95,983,990   61,303   5,118,262
Bruce A. Karsh
  95,983,404   61,889   5,118,262
Edgar Lee
  95,983,404   61,889   5,118,262
Michael J. Lovett
  95,982,867   62,426   5,118,262
John D. Markley, Jr.
  95,983,990   61,303   5,118,262
David C. Merritt
  95,983,990   61,303   5,118,262
Stan Parker
  95,806,870   238,423   5,118,262
Eric L. Zinterhofer
  94,054,910   1,990,383   5,118,262
 
2. Vote to approve the Company’s Executive Bonus Plan
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
75,273,233
20,545,236
226,824
5,118,262
 
3. Vote to approve the Company’s Executive Incentive Plan
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
92,921,139
2,897,330
226,824
5,118,262
 
4. Advisory vote on the approval of Executive Compensation
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
77,787,964
18,027,504
229,825
5,118,262
 
5. Advisory vote on the frequency of holding a vote on Executive Compensation
 
THREE YEARS
 
TWO YEARS
 
ONE YEAR
 
ABSTAIN
 
BROKER NON-VOTES
72,304,136
62,595
23,678,219
343
5,118,262
 
6. Vote to ratify the appointment of KPMG LLP as Company’s independent public accounting firm
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
 
101,161,786
1,363
406
0
 
 In light of the vote on Proposal No. 5 above and the recommendation of the Company’s Board of Directors in the Company’s proxy statement, the Compensation and Benefits Committee of the Board of Directors has decided to hold an advisory vote on Executive Compensation every three years.
 
 
 
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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: July 29, 2011
 
 
By:/s/ Kevin D. Howard
Name: Kevin D. Howard
Title: Senior Vice President-Finance, Controller and
          Chief Accounting Officer
 
 
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