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): April 21, 2023
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 Washington Blvd.
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 8.01. OTHER EVENTS.
As previously disclosed, in August 2015, a purported stockholder of Charter Communications, Inc. (“Charter”), Matthew Sciabacucchi, filed a lawsuit in the Delaware Court of Chancery (the “Court”), on behalf of a putative class of Charter stockholders, challenging the transactions involving Charter, Time Warner Cable Inc., Advance/Newhouse Partnership, and Liberty Broadband Corporation announced by Charter on May 26, 2015, captioned Matthew Sciabacucchi, et al. v. Liberty Broadband Corporation, et al., C.A. No. 11418-VCG (Del. Ch.). The lawsuit, which named as defendants Charter and its board of directors, alleged that the transactions resulted from breaches of fiduciary duty by Charter’s directors and that Liberty Broadband improperly benefited from the challenged transactions at the expense of other Charter stockholders. On January 12, 2023, the parties reached a tentative agreement to settle the lawsuit, and on March 3, 2023, the parties entered into a Stipulation and Agreement of Settlement, Compromise, and Release (the “Stipulation”). On April 18, 2023, the Court entered a scheduling order, which provides that the Court will hold a settlement fairness hearing on June 22, 2023, at 11:00 a.m., at the Court of Chancery of the State of Delaware, 34 The Circle, Georgetown, Delaware.
Pursuant to the Court’s scheduling order, the Company is publishing the Notice of Pendency and Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear (the “Notice”), attached hereto as Exhibit 99.1. The Notice and Stipulation are available for review on the company’s investor relations website, https://ir.charter.com/.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| | | | | | | | |
| Exhibit Number | | Description |
| | | |
| 99.1 | | |
| 104 | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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: April 21, 2023 | | | Executive Vice President, Chief Accounting Officer and Controller |
| | | |
| | | |
| CCO Holdings, LLC |
| Registrant |
| | | |
| By: | | /s/ Kevin D. Howard |
| | | Kevin D. Howard |
| Date: April 21, 2023 | | | Executive Vice President, Chief Accounting Officer and Controller |
| | | |
| | | |
| CCO Holdings Capital Corp. |
| Registrant |
| | | |
| By: | | /s/ Kevin D. Howard |
| | | Kevin D. Howard |
| Date: April 21, 2023 | | | Executive Vice President, Chief Accounting Officer and Controller |
