UNITED STATES
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): June 1, 2022
Comcast Corporation
(Exact Name of Registrant as Specified in Charter)
| | Pennsylvania (State or other jurisdiction of incorporation) | |
001-32871 (Commission File Number) | | 27-0000798 (IRS Employer Identification No.) |
One Comcast Center Philadelphia, PA (Address of Principal Executive Offices) | | 19103-2838 (Zip Code) |
Registrant’s telephone number, including area code: (215) 286-1700
(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 to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) 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, $0.01 par value | CMCSA | The Nasdaq Stock Market LLC |
| 0.000% Notes due 2026 | CMCS26 | The Nasdaq Stock Market LLC |
| 0.250% Notes due 2027 | CMCS27 | The Nasdaq Stock Market LLC |
| 1.500% Notes due 2029 | CMCS29 | The Nasdaq Stock Market LLC |
| 0.250% Notes due 2029 | CMCS29A | The Nasdaq Stock Market LLC |
| 0.750% Notes due 2032 | CMCS32 | The Nasdaq Stock Market LLC |
| 1.875% Notes due 2036 | CMCS36 | The Nasdaq Stock Market LLC |
| 1.250% Notes due 2040 | CMCS40 | The Nasdaq Stock Market LLC |
| 9.455% Guaranteed Notes due 2022 | CMCSA/22 | New York Stock Exchange |
| 5.50% Notes due 2029 | CCGBP29 | New York Stock Exchange |
| 2.0% Exchangeable Subordinated Debentures due 2029 | CCZ | New York Stock Exchange |
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 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | At the annual meeting on June 1, 2022, our shareholders approved, or did not approve, the following proposals. |
| (b) | The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each such proposal, as described in detail in Comcast Corporation’s definitive proxy statement dated April 22, 2022, are set forth below. |
| (1) | All of the director nominees named in the proxy statement were elected to serve as directors for one-year terms. |
| Director | | For | | Withheld | | Broker Non-Votes |
| Kenneth J. Bacon | | 331,251,747 | | 38,501,366 | | 20,702,480 |
| Madeline S. Bell | | 363,524,196 | | 6,228,917 | | 20,702,480 |
| Edward D. Breen | | 321,731,822 | | 48,021,291 | | 20,702,480 |
| Gerald L. Hassell | | 360,450,170 | | 9,302,943 | | 20,702,480 |
| Jeffrey A. Honickman | | 352,120,729 | | 17,632,384 | | 20,702,480 |
| Maritza G. Montiel | | 364,992,996 | | 4,760,117 | | 20,702,480 |
| Asuka Nakahara | | 368,055,096 | | 1,698,017 | | 20,702,480 |
| David C. Novak | | 364,892,819 | | 4,860,294 | | 20,702,480 |
| Brian L. Roberts | | 354,186,525 | | 15,566,588 | | 20,702,480 |
| (2) | The advisory vote on our executive compensation, as described in the proxy statement, was approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 355,060,927 | | 14,159,977 | | 532,209 | | 20,702,480 |
| (3) | The appointment of Deloitte & Touche LLP as our independent auditors for the 2022 fiscal year, as described in the proxy statement, was ratified. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 380,277,864 | | 9,971,788 | | 205,941 | | N/A |
| (4) | A shareholder proposal to report on charitable donations, as described in the proxy statement, was not approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 3,382,467 | | 365,345,438 | | 1,025,208 | | 20,702,480 |
| (5) | A shareholder proposal to perform an independent racial equity audit, as described in the proxy statement, was not approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 67,351,871 | | 300,758,590 | | 1,642,652 | | 20,702,480 |
| (6) | A shareholder proposal to report on risks of omitting “viewpoint” and “ideology” from EEO policy, as described in the proxy statement, was not approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 5,302,680 | | 362,648,126 | | 1,802,307 | | 20,702,480 |
| (7) | A shareholder proposal to conduct and publicly release the results of an independent investigation into the effectiveness of sexual harassment policies, as described in the proxy statement, was not approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 82,035,818 | | 286,112,046 | | 1,605,249 | | 20,702,480 |
| (8) | A shareholder proposal to report on how retirement plan options align with company climate goals, as described in the proxy statement, was not approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 21,345,467 | | 337,350,699 | | 11,056,947 | | 20,702,480 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | COMCAST CORPORATION |
| | | |
| | | |
| Date: June 3, 2022 | | By: | /s/ Thomas J. Reid |
| | Name: | Thomas J. Reid |
| | Title: | Chief Legal Officer and Secretary |
