Charter 2008 Annual Report Download - page 11

Table of Contents
Who pays for this proxy solicitation?
The Company pays for the proxy solicitation. We will ask banks, brokers and other nominees and
fiduciaries to forward the proxy material to the beneficial owners of the Class A common stock and to obtain
the authority of executed proxies. We will reimburse them for their reasonable expenses.
Proposal No. 1: Election of Class A/Class B Director
(Item 1 on Proxy Card)
The Company currently has twelve directors, each of whom is elected on an annual basis. The
Company’s Certificate of Incorporation and Bylaws provide that the holders of the Class B common stock
elect all but one of the directors. The holders of the Class A common stock and Class B common stock,
voting together, elect one director (the Class A/Class B director). This election of one Class A/Class B
director by the holders of Class A 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 until his or her successor is elected, which we expect to occur at next year’s annual meeting of
stockholders. You do not have a vote, and your vote is not being solicited, with respect to the election of the
eleven Class B directors who will be elected at the meeting.
Nominations. Robert P. May has been nominated for election as the Class A/Class B director. Although
we do not know of any reason why Mr. May might not be able to serve, the board of directors will propose a
substitute nominee to serve if Mr. May is not available for election for any reason.
By virtue of Mr. Allen’s control of more than 50% of the voting power of the Company as of the Record
Date, the Company is a “controlled company” under NASDAQ rule 4350(c)(5). As such, the Company is not
subject to requirements that a majority of our directors be “independent” (as defined in NASDAQ’s rules) or
that there be a nominating committee of the board, responsible for nominating director candidates. The
Company does not have a nominating committee. Candidates for director are nominated by the board of
directors, based on the recommendation of one or more of our directors. Given the significance of Mr. Allen’s
investment in the Company and the high caliber of the individuals who have been recruited to serve on our
board of directors, we believe that the Company’s nomination process is appropriate. Criteria and
qualifications for new board members considered by the Company’s directors include a high level of integrity
and ability, industry experience or knowledge, and operating company experience as a member of senior
management (operational or financial). In addition, director candidates must be individuals with the time and
commitment necessary to perform the duties of a board member and other special skills that complement or
supplement the skill sets of current directors.
Stockholders may nominate persons to be directors by following the procedures set forth in our Bylaws.
These procedures require the stockholder to deliver timely notice to the Corporate Secretary at our principal
executive offices. That notice must contain the information required by the Bylaws about the stockholder
proposing the nominee and about the nominee. No stockholder nominees have been proposed for this year’s
meeting.
Stockholders also are free to suggest persons for the board of directors to consider as nominees. The
board of directors will consider those individuals if adequate information is submitted in a timely manner (see
“Stockholders Proposal for 2009 Annual Meeting” below for deadline requirements) in writing to the board of
directors at the Company’s principal executive offices, in care of the General Counsel. The board of directors
may, however, give less serious consideration to individuals not personally known by the current board
members.
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008