SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-K
______________
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2019
Charter Communications, Inc.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
| 001-33664 | 84-1496755 | |
| 001-37789 | 86-1067239 | |
| 333-112593-01 | 20-0257904 | |
| (Commission File Number) | (I.R.S. Employer Identification Number) | |
400 Atlantic Street
Stamford, Connecticut 06901
(Address of principal executive offices including zip code)
(203) 905-7801
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, $.001 Par Value | CHTR | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On August 2, 2019, Charter Communications, Inc. (“Charter”) entered into an employment agreement with Kevin D. Howard (the “Employment Agreement”) in connection with his promotion to Executive Vice President, Chief Accounting Officer and Controller. A summary of the material terms of the Employment Agreement is below.
The Employment Agreement has an initial term of three years, which is subject to renewal thereafter for one-year periods at Charter’s discretion. In consideration for Mr. Howard’s services, the Employment Agreement provides for an annual base salary of $550,000, a target annual bonus opportunity of 75% of annual base salary and participation in employee benefit plans generally on the same terms as our other senior executives.
If the employment of Mr. Howard is terminated involuntarily by Charter without cause or by him for good reason, he would be entitled to (a) a cash severance payment equal to the product of 2.0 multiplied by the sum of his annual base salary and target annual bonus opportunity for the year in which the termination occurs, (b) a cash payment equal to the cost of COBRA coverage for 24 months following termination and (c) up to 12 months of executive-level outplacement services.
The foregoing severance benefits generally are subject to Mr. Howard’s execution of a release of claims in favor of Charter and its affiliates. In addition, Mr. Howard has agreed to comply with noncompetition and customer non-solicitation covenants for two years following termination, a non-solicitation of employees covenant for one year following termination, a perpetual confidentiality covenant and a perpetual non-disparagement covenant.
A copy of the Employment Agreement is filed herewith as Exhibit 10.1. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of that document that is filed as Exhibit 10.1 and incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Number | Description | |
| 10.1 | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp. has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CHARTER COMMUNICATIONS, INC., | ||||
| Registrant | ||||
| By: | /s/ Kevin D. Howard | |||
| Kevin D. Howard | ||||
| Date: August 7, 2019 | Executive Vice President, Chief Accounting Officer and Controller | |||
| CCO Holdings, LLC | ||||
| Registrant | ||||
| By: | /s/ Kevin D. Howard | |||
| Kevin D. Howard | ||||
| Date: August 7, 2019 | Executive Vice President, Chief Accounting Officer and Controller | |||
| CCO Holdings Capital Corp. | ||||
| Registrant | ||||
| By: | /s/ Kevin D. Howard | |||
| Kevin D. Howard | ||||
| Date: August 7, 2019 | Executive Vice President, Chief Accounting Officer and Controller | |||