8-K


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 26, 2016


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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 26, 2016, the Company held its Annual Meeting of Stockholders. Of the total 112,433,984 shares of Class A common stock of the Company issued, outstanding and eligible to vote at the meeting, 102,806,571 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
For
Against
Abstain
Broker Non-Votes
W. Lance Conn
97,978,504
1,765,156
12,910
3,050,001
Michael P. Huseby
99,419,360
324,355
12,855
3,050,001
Craig A. Jacobson
99,428,364
324,511
3,695
3,050,001
Gregory B. Maffei
82,866,071
16,842,092
48,407
3,050,001
John C. Malone
80,428,753
19,279,534
48,283
3,050,001
John D. Markley, Jr.
99,375,640
368,245
12,685
3,050,001
David C. Merritt
99,419,451
324,434
12,685
3,050,001
Balan Nair
99,350,448
393,202
12,920
3,050,001
Thomas M. Rutledge
99,395,193
357,944
3,433
3,050,001
Eric L. Zinterhofer
98,024,070
1,728,402
4,098
3,050,001

2.     Approval of the Company’s 2016 Executive Incentive Performance Plan.

 
For
Against
Abstain
Broker Non-Votes
 
98,484,821
1,260,791
10,958
3,050,001

3.
Approval of an Amendment Increasing the Number of Shares in the Company’s 2009 Stock Incentive Plan and Increasing Annual Grant Limits.

 
For
Against
Abstain
Broker Non-Votes
 
72,955,729
26,791,635
9,206
3,050,001

4.
Vote to ratify the appointment of KPMG LLP as Company’s independent public accounting firm.

 
For
Against
Abstain
Broker Non-Votes
 
102,550,445
253,662
2,464
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 the Company’s 2016 Executive Incentive Performance Plan, approved the amendment increasing the number of shares in the Company’s 2009 Stock Incentive Plan and increasing the annual grant limits and ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2016.




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
Date: May 2, 2016
 
 
 
Senior Vice President - Finance, Controller and
 
 
 
 
Chief Accounting Officer