CHTR Charter Communications, Inc. /Mo/ - 8-K

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

Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Annex A to the Proxy Statement for the Charter Communications, Inc. 2019 Annual Meeting of Stockholders filed March 14, 2019 (File No. 001-33664)).

10.2

Amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of January 28, 2020 (incorporated by reference to Exhibit 10.152 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on January 31, 2020 (File No. 001-33664)).

10.3

Second Amendment to Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of April 23, 2024 (incorporated by reference to Appendix B to the Proxy Statement for the Charter Communications, Inc. 2024 Annual Meeting of Stockholders filed March 14, 2024 (File No. 001-33664)).

10.4

Third Amendment to Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of April 21, 2026 (incorporated by reference to Appendix B to the Proxy Statement for the Charter Communications, Inc. 2026 Annual Meeting of Stockholders filed March 12, 2026 (File No. 001-33664)).

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL