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 7, 2023 |
| |
| 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 |
| 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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At our annual meeting of shareholders held on June 7, 2023 (the “annual meeting”), the shareholders of Comcast Corporation (the “Company”) approved (i) the adoption of the Comcast Corporation 2023 Omnibus Equity Incentive Plan (the “Omnibus Plan”) and (ii) amendments to the Comcast Corporation 2002 Employee Stock Purchase Plan (the “Comcast ESPP” and, together with the Omnibus Plan, the “Plans”), which were both unanimously approved by the Company’s Board of Directors on March 1, 2023, subject to shareholder approval at the annual meeting.
The effective date of the Omnibus Plan is June 7, 2023. The Omnibus Plan will replace the 2002 Restricted Stock Plan and the 2003 Stock Option Plan (collectively, the “Prior Plans”) and provide for the issuance of up to 275 million shares, minus the number of shares subject to any award granted under the Prior Plans after March 31, 2023. Awards granted under the Omnibus Plan may consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards.
The amendment to the Comcast ESPP increased the number of shares available for issuance from 101,000,000 to 201,000,000.
The above descriptions are qualified in their entirety by reference to the full text of the Plans, which are attached as Exhibits 10.1 and 10.2 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | At the annual meeting on June 7, 2023, 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 the Company’s definitive proxy statement dated April 28, 2023, 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 | | 282,091,104 | | 91,199,441 | | 22,189,580 |
| Thomas J. Baltimore, Jr. | | 290,958,113 | | 82,332,432 | | 22,189,580 |
| Madeline S. Bell | | 316,074,003 | | 57,216,542 | | 22,189,580 |
| Edward D. Breen | | 365,064,930 | | 8,225,615 | | 22,189,580 |
| Gerald L. Hassell | | 365,380,458 | | 7,910,087 | | 22,189,580 |
| Jeffrey A. Honickman | | 306,544,660 | | 66,745,885 | | 22,189,580 |
| Maritza G. Montiel | | 365,998,297 | | 7,292,248 | | 22,189,580 |
| Asuka Nakahara | | 371,159,630 | | 2,130,915 | | 22,189,580 |
| David C. Novak | | 368,812,438 | | 4,478,107 | | 22,189,580 |
| Brian L. Roberts | | 356,053,931 | | 17,236,614 | | 22,189,580 |
| (2) | The appointment of Deloitte & Touche LLP as our independent auditors for the 2023 fiscal year, as described in the proxy statement, was ratified. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 386,363,118 | | 8,647,839 | | 469,168 | | N/A |
| (3) | The Comcast Corporation 2023 Omnibus Equity Incentive Plan, as described in the proxy statement, was approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 344,081,315 | | 28,601,133 | | 608,097 | | 22,189,580 |
| (4) | The Amended and Restated Comcast Corporation 2002 Employee Stock Purchase Plan, as described in the proxy statement, was approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 366,225,462 | | 6,536,953 | | 528,130 | | 22,189,580 |
| (5) | The advisory vote on our executive compensation, as described in the proxy statement, was approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 342,982,385 | | 29,639,388 | | 668,772 | | 22,189,580 |
| (6) | The advisory vote on the frequency of our advisory vote on executive compensation, as described in the proxy statement, was voted to be held every year. |
| One Year | | Two Years | | Three Years | Abstain | | Broker Non-Votes |
| 368,550,285 | | 185,222 | | 4,045,508 | 509,530 | | 22,189,580 |
| (7) | 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 |
| 40,167,111 | | 330,524,067 | | 2,599,367 | | 22,189,580 |
| (8) | A shareholder proposal to report on climate risk in default retirement plan options, as described in the proxy statement, was not approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 22,271,039 | | 338,427,314 | | 12,592,192 | | 22,189,580 |
| (9) | A shareholder proposal to set different greenhouse gas emissions reduction targets, as described in the proxy statement, was not approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 36,250,908 | | 334,508,532 | | 2,531,105 | | 22,189,580 |
| (10) | A shareholder proposal to report on political contributions and company values alignment, as described in the proxy statement, was not approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 70,473,275 | | 300,501,812 | | 2,315,458 | | 22,189,580 |
| (11) | A shareholder proposal to report on business in China, as described in the proxy statement, was not approved. |
| For | | Against | | Abstain | | Broker Non-Votes |
| 6,405,976 | | 363,173,972 | | 3,710,597 | | 22,189,580 |
(d) As noted above, over a majority of the votes cast by shareholders voted to hold our advisory vote on executive compensation every year. As such, the Board of Directors has decided that it will include an advisory vote on executive compensation in our proxy statements every year until the next required advisory vote on the frequency of the executive compensation vote.
Item 9.01(d). Exhibits.
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 9, 2023 | | By: | /s/ Thomas J. Reid |
| | | | Name: | Thomas J. Reid |
| | | | Title: | Chief Legal Officer and Secretary |
