UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 17, 2012
TIME WARNER CABLE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33335 | 84-1496755 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
60 Columbus Circle, New York, New York 10023
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 364-8200
|
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At Time Warner Cable Inc.’s (the “Company”) 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”) on May 17, 2012, the Company’s stockholders approved the Time Warner Cable Inc. 2012 Annual Bonus Plan (the “2012 Bonus Plan”). The Board of Directors of the Company had previously adopted and approved the 2012 Bonus Plan on February 16, 2012, subject to stockholder approval. A description of the 2012 Bonus Plan is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 3, 2012 (the “2012 Proxy Statement”). The description of the 2012 Bonus Plan is qualified in its entirety by reference to the full text of the 2012 Bonus Plan, which was included as Annex A to the 2012 Proxy Statement and is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2012 Annual Meeting was held on May 17, 2012.
(b) At the 2012 Annual Meeting, the stockholders elected all of the Company’s nominees for director; ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year 2012; approved the Time Warner Cable Inc. 2012 Annual Bonus Plan; and approved the advisory vote on the Company’s executive compensation. In accordance with Article II, Section 7 of the Company’s By-laws, a stockholder proposal on special stockholder meetings was not presented for a vote at the 2012 Annual Meeting because neither the proponent of the proposal nor a qualified representative of the proponent attended the 2012 Annual Meeting to present the proposal.
| A. Election of Directors: | ||
| Votes For | Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
|
|
|
|
|
|
|
|||||||||||
| Carole Black |
255,433,639 | 2,517,367 | 76,792 | 16,582,835 | ||||||||||||
| Glenn A. Britt |
250,847,593 | 6,930,515 | 249,690 | 16,582,835 | ||||||||||||
| Thomas H. Castro |
255,211,996 | 2,669,779 | 146,023 | 16,582,835 | ||||||||||||
| David C. Chang |
257,251,755 | 697,250 | 78,793 | 16,582,835 | ||||||||||||
| James E. Copeland, Jr. |
257,534,794 | 408,693 | 84,311 | 16,582,835 | ||||||||||||
| Peter R. Haje |
255,017,535 | 2,929,712 | 80,551 | 16,582,835 | ||||||||||||
| Donna A. James |
257,508,858 | 442,701 | 76,239 | 16,582,835 | ||||||||||||
| Don Logan |
257,442,776 | 499,386 | 85,636 | 16,582,835 | ||||||||||||
| N.J. Nicholas, Jr. |
254,991,742 | 2,883,515 | 152,541 | 16,582,835 | ||||||||||||
| Wayne H. Pace |
257,317,965 | 628,804 | 81,029 | 16,582,835 | ||||||||||||
| Edward D. Shirley |
257,418,384 | 462,174 | 147,240 | 16,582,835 | ||||||||||||
| John E. Sununu |
257,370,795 | 582,098 | 74,905 | 16,582,835 | ||||||||||||
| B. Ratification of Ernst & Young LLP: |
||||
| Votes For |
272,633,255 | |||||
| Votes Against |
1,511,491 | |||||
| Abstentions |
465,887 | |||||
| C. Approval of the Time Warner Cable Inc. 2012 Annual Bonus Plan: | ||
| Votes For |
250,482,938 | |||
| Votes Against |
7,284,794 | |||
| Abstentions |
260,066 | |||
| Broker Non-Votes |
16,582,835 |
| D. Advisory Vote on Executive Compensation: | ||
| Votes For |
245,089,503 | |||
| Votes Against |
11,938,456 | |||
| Abstentions |
999,839 | |||
| Broker Non-Votes |
16,582,835 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Time Warner Cable Inc. 2012 Annual Bonus Plan (incorporated by reference to Annex A to Time Warner Cable Inc.’s definitive Proxy Statement dated April 3, 2012 and filed with the Securities and Exchange Commission on April 3, 2012). | |
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.
| TIME WARNER CABLE INC. | ||
| By: | /s/ Marc Lawrence-Apfelbaum | |
| Name: Marc Lawrence-Apfelbaum | ||
| Title: Executive Vice President, General Counsel | ||
| and Secretary | ||
Date: May 22, 2012
Exhibit Index
| Exhibit No. |
Description | |
| 10.1 | Time Warner Cable Inc. 2012 Annual Bonus Plan (incorporated by reference to Annex A to Time Warner Cable Inc.’s definitive Proxy Statement dated April 3, 2012 and filed with the Securities and Exchange Commission on April 3, 2012). | |