Charter 2008 Annual Report Download - page 9

Table of Contents
You will not have a vote in the election of the Class B directors. Mr. Allen, the sole holder of Class B
shares, will be the only stockholder voting in that election.
What is the quorum required for the meeting?
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 the Internet, your shares
will be counted to determine whether we have a quorum, even if you fail to indicate your vote.
Based on the voting power of the Class A and Class B common stock, the presence or absence of
Mr. Allen at the meeting (in person or by proxy) will determine if a quorum is present.
Abstentions and broker “non-votes” will be counted as present for purposes of determining whether a
quorum exists at the annual meeting.
What is a broker “non-vote”?
A broker “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal
but does not vote on another proposal because the nominee does not have discretionary voting power for that
particular proposal and has not received voting instructions from the beneficial owner.
What is the vote required for the proposals on the agenda?
A plurality of Class A and Class B votes cast, voting together as a single class, is required for the election
of the Class A/Class B director. The affirmative vote of the holders of a majority of Class A and Class B
shares present in person or represented by proxy at the meeting and entitled to vote, voting together as a
single class, is required for ratification of the appointment of KPMG as our independent registered public
accounting firm.
Under our Certificate of Incorporation and Bylaws, for purposes of determining whether votes have been
cast, abstentions and broker “non-votes” will not be counted except with respect to the election of directors
where abstentions and broker non-votes will result in the respective nominee receiving fewer votes, but will
have no effect on the outcome of the vote since only a plurality is needed to elect the directors.
A stockholder may vote to “abstain” on the ratification of the appointment of KPMG as our independent
registered public accounting firm and the other proposals which may properly come before the annual
meeting. If you vote to “abstain,” your shares will be counted as present at the meeting for purposes of
determining a quorum on all matters, but will not be considered to be votes cast with respect to such matters.
Abstentions will not be voted and will have the effect of a vote against the proposals. If an executed proxy is
returned by a broker holding shares in street name that indicates that the broker does not have discretionary
authority as to certain shares to vote on one or more matters (a broker non-vote), such shares will be
considered present at the meeting for purposes of determining a quorum on all matters, but will not be
considered to be votes cast with respect to such matters. Therefore, broker non-votes will have no effect on
the outcome of the election of directors, but will have the effect of a vote against the ratification of the
appointment of KPMG as our independent registered public accounting firm. In addition, in the election of
directors, a stockholder may withhold such stockholder’s vote.
We have been advised by Mr. Allen, the sole holder of Class B shares, that he intends to vote “FOR” all
of the twelve director nominees identified above, including the Class A/Class B director nominee, which
would result in the election of the Class A/Class B nominee, and that he intends to vote “FOR” the
ratification of the appointment of KPMG as our independent registered public accounting firm.
What are my choices in the proposals on the agenda?
You can vote your shares “FOR,” or you can withhold your vote for, the Class A/Class B director
nominee, Robert P. May. On the proposals not involving the election of directors, you can (1) vote for a
proposal, (2) vote against a proposal, or (3) abstain from voting.
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008