Charter 2008 Annual Report Download - page 8

Table of Contents
CHARTER COMMUNICATIONS, INC.
PROXY STATEMENT
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be
Held on April 29, 2008. The 2008 notice and proxy statement and the 2007 annual report to
stockholders are available at www.proxyvote.com.
This proxy statement and The Notice of Internet Availability of Proxy Materials were first mailed to
stockholders on or about March 17, 2008.
General Information about Voting and the Meeting
What are you voting on at the meeting?
As a holder of Class A common stock, you are being asked to vote, together with the holder of Class B
common stock, “FOR” the following:
• election of Robert P. May as the one director to serve as the Class A/Class B director on the board of
directors of the Company (the “Class A/Class B director”); and
• ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered
public accounting firm for the year ended December 31, 2008.
Why are you voting on only one director?
There currently are a total of twelve members of the board of directors. Our Certificate of Incorporation
provides that all but one of the directors will be elected by vote of the holder of the Class B common stock
voting alone (the “Class B directors”), and that the remaining director (the Class A/Class B director) will be
elected by the holders of the Class A and Class B common stock voting together.
Who has been nominated for election as directors at the annual meeting?
The board of directors has nominated the twelve current directors for re-election. As noted above,
however, the holders of Class A shares will be voting for only one director. The Class A/Class B director
nominee who has been nominated by the board of directors for election by vote of the Class A and Class B
shares voting together at the annual meeting is Robert P. May.
The other eleven directors who have been nominated by the board of directors to serve as Class B
directors are: Paul G. Allen, W. Lance Conn, Nathaniel A. Davis, Jonathan L. Dolgen, Rajive Johri, David C.
Merritt, Marc B. Nathanson, Jo Allen Patton, Neil Smit, John H. Tory and Larry W. Wangberg.
Who can vote?
For all matters except the election of the eleven Class B directors, holders of a total of
398,227,512 shares of Class A common stock, representing approximately 10.5% of the total voting power of
all of our issued and outstanding common stock, and 50,000 shares of Class B common stock, representing
approximately 90.2% of the total voting power of all our issued and outstanding common stock, are entitled to
vote. Each holder of Class A common stock is entitled to one vote per share. Each holder of Class B common
stock is entitled to ten votes per share plus ten votes 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 A shares if our records show that you owned the shares at the close of business
on February 29, 2008 (the “Record Date”). The enclosed proxy card indicates the number of Class A shares
that our records show you are entitled to vote.
Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008