Charter 2008 Annual Report Download

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FORM DEF 14A
CHARTER COMMUNICATIONS INC /MO/ - CHTR
Filed: March 17, 2008 (period: April 29, 2008)
Official notification to shareholders of matters to be brought to a vote (Proxy)

Table of contents

  • Page 1
    FORM DEF 14A CHARTER COMMUNICATIONS INC /MO/ - CHTR Filed: March 17, 2008 (period: April 29, 2008) Official notification to shareholders of matters to be brought to a vote (Proxy)

  • Page 2
    Table of Contents DEF 14A - DEFINITIVE PROXY STATEMENT

  • Page 3
    Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008

  • Page 4
    ... � Definitive Proxy Statement � Definitive Additional Materials � Soliciting Material Under Rule 14a-l2 Charter Communications, Inc. (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): � No fee required. � Fee computed...

  • Page 5
    ... the annual meeting, you will have the opportunity to vote in person. On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of the Company. Sincerely, Neil Smit President and Chief Executive Officer Source: CHARTER COMMUNICATIO...

  • Page 6
    ... OF CONTENTS CHARTER COMMUNICATIONS, INC. General Information about Voting and the Meeting Proposal No. 1: Election of Class A/Class B Director (Item 1 on Proxy Card) Election of Class B Directors Executive Compensation Report of the Compensation and Benefits Committee Compensation Discussion and...

  • Page 7
    ... Plaza 12405 Powerscourt Drive St. Louis, Missouri 63131 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF CHARTER COMMUNICATIONS, INC. Date: Time: Place: Tuesday, April 29, 2008 10:00 a.m. (Pacific Daylight Time) Hyatt Regency Bellevue 900 Bellevue Way N.E. Bellevue, Washington Matters to be voted on...

  • Page 8
    ... per share of Class B common stock for which membership units in Charter Communications Holding Company, LLC held by Mr. Allen and his affiliates are exchangeable. Accordingly, each outstanding share of Class B common stock was entitled to 67,836.4 votes at February 29, 2008. You can vote your Class...

  • Page 9
    ... We will hold the annual meeting if holders of shares having a majority of the combined voting power of the Class A and Class B common stock as of the Record Date either sign and return their proxy cards, vote via the Internet or attend the meeting. If you sign and return your proxy card or vote via...

  • Page 10
    ... of the proxy holder. Can I change my vote after I return my proxy card? Yes. At any time before the vote at the annual meeting, you can change your vote either by giving our Corporate Secretary a written notice revoking your proxy card, or by signing, dating and submitting a new proxy card. We will...

  • Page 11
    ... and Class B common stock voting together is scheduled to take place at the annual meeting of stockholders. The board of directors is soliciting your vote for the Class A/Class B director to be elected at the annual meeting of stockholders. Once elected, the Class A/Class B director will hold office...

  • Page 12
    ... the holders of the Company's Class A and Class B common stock. Mr. May has agreed to be named in this proxy statement and to serve as a director if elected. Robert P. May, 58, was elected to Charter's board of directors in October 2004 and was Charter's Interim President and Chief Executive Officer...

  • Page 13
    ... Madison Dearborn Partners, LLC to seek investment opportunities primarily in the media sector. Mr. Dolgen is also a member of the board of directors of Expedia, Inc. From April 1994 to July 2004, Mr. Dolgen served as Chairman and Chief Executive Officer of the Viacom Entertainment Group, a unit of...

  • Page 14
    ... and publishing company. Prior to joining Rogers, Mr. Tory was a Managing Partner and member of the executive committee at Tory Tory DesLauriers & Binnington, one of Canada's largest law firms. Mr. Tory serves on the board of directors of Rogers Telecommunications Limited and Cara Operations Limited...

  • Page 15
    ...the applicable corporate governance listing standards of the NASDAQ Global Select Market. A copy of the Audit Committee's charter is available on the Company's website, www.charter.com. The Company's board of directors has determined that, in its judgment, Mr. Merritt is an audit committee financial...

  • Page 16
    .... The Compensation and Benefits Committee met six times in 2007 and executed two unanimous consents in lieu of meetings. The Finance Committee reviews the Company's financing activities and approves the terms and conditions of any financing transactions referred to it by the board, in consultation...

  • Page 17
    ...in connection with attendance at board and committee meetings. Vulcan has informed us that, in accordance with its internal policy, Mr. Conn turns over to Vulcan all cash compensation he receives for his participation on Charter's board of directors or committees thereof. Directors who are employees...

  • Page 18
    ... from California State University - Long Beach. Robert A. Quigley, 64, Executive Vice President and Chief Marketing Officer. Mr. Quigley joined Charter in his current position in December 2005. Prior to joining Charter, Mr. Quigley was President and CEO at Quigley Consulting Group, LLC, a private...

  • Page 19
    ...Bank of St. Louis. Ms. Ramsey received a bachelor's degree in Education from Maryville College and a master's degree in Human Resources Management from Washington University. Kevin D. Howard, 38, Vice President, Controller and Chief Accounting Officer. Mr. Howard was promoted to his current position...

  • Page 20
    ... free cash flow, operating cash flow, new product growth, operational improvements, customer satisfaction, and/or such other metrics as the Compensation and Benefits Committee shall determine is then critical to the long-term success of the Company at that time. While we believe that our executives...

  • Page 21
    ... industry and the members of our management team do not have long-standing ties to the St. Louis area where the Company's headquarters is located, as well as the volatile nature of our stock. Two programs underscore our focus on retention. First, the Executive Cash Award Plan provides for a cash...

  • Page 22
    ... and Benefits Committee generally sets compensation for our Named Executive Officers at the median of industry peer group with the opportunity to reach the 75th percentile based on the criteria above. As noted above, notwithstanding the Company's overall pay positioning objectives, pay opportunities...

  • Page 23
    ... Executive Bonus Plan - variable performance-based pay designed to reward attainment of annual business goals, with target award opportunities generally expressed as a percentage of base salary; • Long-Term Incentives - awards including Stock Options, Performance Units/Shares and Restricted Shares...

  • Page 24
    ... portion of our long-term incentive grants away from stock options and towards performance units, which we believe will provide for better retention incentives. We believe that performance units help to drive Company performance through their direct linkage to controllable business results while, at...

  • Page 25
    ... We believe that performance units help to drive Company performance through their direct linkage to controllable business results while, at the same time, rewarding executives for the value created through share appreciation. Charter's Compensation and Benefits Committee approved conversion of the...

  • Page 26
    ... payment of awards in the event of a change in control of the Company. All Named Executive Officers participate in this plan. Equity Compensation Award - 2007 Pursuant to the Compensation and Benefits Committee's request, Pearl Meyer & Partners conducted a compensation analysis of existing special...

  • Page 27
    ... units to performance shares is discussed in "Long-Term Incentive Program," above. Other Compensation Elements The Named Executive Officers participate in all other benefit programs offered to all employees generally. Impact of Tax and Accounting Section 162(m) of the Internal Revenue Code generally...

  • Page 28
    ... Vice President and Chief Financial Officer Michael J. Lovett Executive Vice President and Chief Operating Officer Grier C. Raclin Executive Vice President, General Counsel and Corporate Secretary Robert A. Quigley Executive Vice President and Chief Marketing Officer Year Ended Dec. 31 2007 2006...

  • Page 29
    ...in March 2008. (8) Mr. Quigley received a $200,000 signing bonus paid in January 2006. (9) The following table identifies the perquisites and personal benefits received by the Named Executive Officers: Personal Use of Corporate Year Airplane ($) 401 (k) Matching Contributions ($) Executive Long-Term...

  • Page 30
    ...for a discretionary restricted stock grant of 75,000, in connection with the signing of new employment agreement, which was later granted on August 15, 2007. (2) These columns show the range of payouts under the 2007 Executive Bonus Plan based on 2007 performance. These payments for 2007 performance...

  • Page 31
    ... of the Company's Named Executive Officers have been granted incentive-based stock options. Stock Awards Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) Equity Incentive: Plan Awards Market or Pay out Value of Unearned Shares, Units or Other...

  • Page 32
    .... (3) Based on the closing stock price at December 31, 2007 of $1.17 per share. (4) Amounts attributed to performance unit awards granted in 2007, which were based on a one-year performance cycle, and unvested restricted shares. In February 2008, it was determined that Charter met its performance...

  • Page 33
    ... bonus of 200% of annualized salary, as determined by the Compensation and Benefits Committee of Charter's board of directors. Performance criteria shall not include Charter's stock trading price, and may include revenue, ARPU, RGU, OCF, new product growth operational improvements, and/or such...

  • Page 34
    Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008

  • Page 35
    ...shares of Class A common stock vesting on the first anniversary of his employment date. He is eligible for other or additional long-term incentives in the sole discretion of the Compensation and Benefits Committee and/or the Board, including additional stock option grants and restricted stock option...

  • Page 36
    ... of employment (and for Mr. Smit, upon a Going Private Event), assuming that the triggering of payments had occurred on December 31, 2007. The stock price used in these calculations is $1.17 per share, the closing price of Charter Class A common stock on December 31, 2007. The paragraphs that follow...

  • Page 37
    ...between the closing price on the last business day of 2007 ($1.17) and the exercise price of any option. Any grants for which such difference is equal to or less than zero were excluded. In the event that Charter's common stock is no longer traded on a national market (a "Going Private Event"), then...

  • Page 38
    ... of termination; • If change in control, the amount of Mr. Smit's Executive Cash Award Plan account and all amounts that would be credited as if Mr. Smit had remained employed for the term of the Plan; • Full vesting and exercisability of any outstanding stock options and continued ability to...

  • Page 39
    ... restricted stock and performance shares for as long as severance payments are made; and • Any and all performance units are forfeited. In the event that within 30 days before or 13 months following the occurrence of a Change in Control, Charter or any of its subsidiaries, terminate his employment...

  • Page 40
    ... Termination Due to Death or Disability ($) Termination Within 30 days before and 13 Months Following Change in Control Without Cause or for Good Reason ($) Severance Bonus(1) Stock Options(2) Performance Shares Restricted Stock Executive Cash Award Payout Total - 778,309 - 2,397,097 1,145...

  • Page 41
    ... times his annual base salary and target bonus (100% of salary) for the year of termination; • The full amount of Mr. Lovett's Executive Cash Award Plan account and all amounts that would be credited as if Mr. Lovett had remained employed for the term of the Plan; • A number of performance units...

  • Page 42
    ... restricted stock and performance shares for as long as severance payments are made; and • Any and all performance units are forfeited. In the event that within 30 days before or 13 months following the occurrence of a Change in Control, Charter or any of its subsidiaries, terminate his employment...

  • Page 43
    ... by the Company Without Cause or by the Executive for Good Reason ($) Termination Within 30 days before and 13 Months Following Change in Control Without Cause or for Good Reason ($) Termination Due to Death or Disability ($) Severance Bonus(1) Stock Options(2) Performance Shares Restricted Stock...

  • Page 44
    ... restricted stock and performance shares for as long as severance payments are made; and • Any and all performance units are forfeited. In the event that within 30 days before or 13 months following the occurrence of a Change in Control, Charter or any of its subsidiaries, terminate his employment...

  • Page 45
    ... of his employment. Limitation of Directors' Liability and Indemnification Matters Our Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. The Delaware General Corporation Law provides that a corporation may eliminate or limit the personal...

  • Page 46
    ...all persons currently serving as directors and executive officers of the Company, as a group; and • each person known by us to own beneficially 5% or more of our outstanding Class A common stock as of January 31, 2008. With respect to the percentage of voting power set forth in the following table...

  • Page 47
    ... number of Class B shares issuable upon exchange or conversion of units. (2) Includes unvested shares of restricted stock issued under the Charter Communications, Inc. 2001 Stock Incentive Plan, as to which the applicable director or employee has sole voting power but not investment power. Excludes...

  • Page 48
    ...form that maximizes voting power (i.e., the 50,000 shares of Class B common stock held by Mr. Allen have not been converted into shares of Class A common stock; and that the membership units of Charter Holdco owned by each of Vulcan Cable III Inc. and Charter Investment, Inc. have not been exchanged...

  • Page 49
    ... LP. Oaktree Holdings, LLC holds these same shares solely in its capacity as the managing partner of OCM Holdings I, LLC. (14) The equity ownership reported in this table is based upon holder's Schedule 13G filed with the SEC February 1, 2008. The address of the reporting person is: 32 Old Slip, New...

  • Page 50
    ...the board of directors in compliance with the listing requirements applicable to NASDAQ Global Select Market listed companies. Transactions Arising Out of Our Organizational Structure and Mr. Allen's Investment in Charter Communications, Inc. and Its Subsidiaries Intercompany Management Arrangements...

  • Page 51
    ... provide Vulcan Ventures with exclusive rights for carriage of up to eight digital cable television programming services or channels on each of the digital cable systems with local and to the extent available, national control of the digital product owned, operated, controlled or managed by Charter...

  • Page 52
    ... agreed to lend common units to Charter that would mirror the anticipated loan of Class A common shares by Charter to Citigroup Global Markets pursuant to a share lending agreement. The members of Charter Holdco (including the entities controlled by Mr. Allen) also at that time entered into a letter...

  • Page 53
    ...in @Security Broadband Corp., a company developing broadband security applications; and incidental businesses engaged in as of the closing of Charter's initial public offering in November 1999. This restriction will remain in effect until all of the shares of Charter's high-vote Class B common stock...

  • Page 54
    ... services. Digeo, Inc. In March 2001, a subsidiary of Charter, Charter Communications Ventures, LLC ("Charter Ventures") and Vulcan Ventures Incorporated formed DBroadband Holdings, LLC for the sole purpose of purchasing equity interests in Digeo, Inc. ("Digeo"), an entity controlled by Paul Allen...

  • Page 55
    ... 2007, Charter entered into a statement of work with Digeo for the development, testing and delivery of its proprietary software over a switched digital video set-top box environment in a number of our western division systems. The maximum amount of fees during the term of the statement of work is...

  • Page 56
    ... registered public accounting firm with respect to the Company within the meaning of the Federal securities laws and the requirements of the Independence Standards Board. Representatives of KPMG will be in attendance at the Annual Meeting and will have an opportunity to make a statement if...

  • Page 57
    ... registered public accounting firm (subject, if applicable, to board of director and/or stockholder ratification), and approves in advance all fees and terms for the audit engagement and non-audit engagements where non-audit services are not prohibited by Section 10A of the Securities Exchange Act...

  • Page 58
    ... financial statements. In 2007 the Audit Committee consisted of Nathaniel A. Davis, David C. Merritt, and Rajive Johri. All members were determined by the board to be independent in accordance with the applicable corporate governance listing standards of the NASDAQ Global Select Market. The Company...

  • Page 59
    ... our Code of Conduct is available on our website at www.charter.com. Stockholder Proposals for 2009 Annual Meeting If you want to include a stockholder proposal in the proxy statement for the 2009 annual meeting, it must be delivered to the Corporate Secretary at the Company's executive offices no...

  • Page 60
    ...proxies returned to us will be voted as the proxyholder sees fit. Our Annual Report on Form 10-K for the year ended December 31, 2007 is available without charge by accessing the "Investor" section of our website at www.charter.com. You also may obtain a paper copy of the Charter Communications, Inc...

  • Page 61
    ... Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. 12405 POWERSCOURT DRIVE ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER ST. LOUIS...

  • Page 62
    Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008

  • Page 63
    ... Notice & Proxy Statement & 2007 Annual Report are available at www.proxyvote.com. PROXY FOR CLASS A COMMON STOCK ANNUAL MEETING OF STOCKHOLDERS OF CHARTER COMMUNICATIONS, INC. April 29, 2008 This Proxy Solicited on Behalf of the Board of Directors for the Annual Meeting of Stockholders The person...

  • Page 64
    ...2008 Notice & Proxy Statement, 2007 Annual Report, Plan Summary and Employee Letter are available at www.proxyvote.com. PROXY FOR CLASS A COMMON STOCK ANNUAL MEETING OF STOCKHOLDERS OF CHARTER COMMUNICATIONS, INC. April 29, 2008 This Proxy Solicited on Behalf of the Board of Directors for the Annual...