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 25, 2017
 
a2014charterlogoa01a02a05.jpg

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:

o Written communications pursuant Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On April 25, 2017, Charter Communications, Inc. (the "Company") held its Annual Meeting of Stockholders. Of the total 269,605,990 shares of Class A common stock of the Company and 1 share of Class B common stock issued, outstanding and eligible to vote at the meeting, 249,959,594 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 37,723,735 votes, were represented in person or by proxy at the meeting. The votes cast for all matters are set forth below:

1.     Election of Class A Directors.
Nominees
For
Against
Abstain
Broker Non-Votes
W. Lance Conn
265,174,437
14,398,437
65,456
8,044,999
Kim C. Goodman
278,416,948
1,164,953
56,429
8,044,999
Craig A. Jacobson
277,250,708
2,329,478
58,144
8,044,999
Gregory Maffei
200,437,031
79,125,726
75,573
8,044,999
John C. Malone
200,380,607
79,182,016
75,707
8,044,999
John D. Markley, Jr.
275,785,146
3,791,208
61,976
8,044,999
David C. Merritt
278,360,650
1,215,177
62,503
8,044,999
Steven A. Miron
261,142,198
18,433,751
62,381
8,044,999
Balan Nair
275,563,629
4,009,664
65,037
8,044,999
Michael Newhouse
273,107,238
6,473,154
57,938
8,044,999
Mauricio Ramos
266,448,594
13,127,943
61,793
8,044,999
Thomas M. Rutledge
274,190,891
4,726,158
721,281
8,044,999
Eric L. Zinterhofer
265,124,661
14,402,370
111,299
8,044,999

2.    Approval, on an advisory basis, of the Compensation of Named Executive Officers.
For
Against
Abstain
Broker Non-Votes
  195,044,659
84,503,605
90,066
          8,044,999

3.
Vote on the frequency of holding an advisory vote on executive compensation.
3 Years
2 Years
1 Year
Abstain 
Broker Non-Votes
159,670,106
107,059
119,539,033
322,132
8,044,999
 
4.
Vote to ratify the appointment of KPMG LLP as Company’s independent public accounting firm.
For

Against

Abstain

285,899,500
1,706,698
77,131

5.    Vote on the Stockholder proposal regarding proxy access.
For

Against

Abstain

Broker Non-Votes

121,645,554
157,634,635
358,141
8,044,999

No other matters were considered and voted on by the stockholders at the annual meeting.

As a result of the votes cast as reported above, the stockholders elected each nominee as a director of the Company, approved the Company’s Compensation of Named Executive Officers, voted in favor of a triennial vote on the Compensation of Named Executive Officers, ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2017, and voted against the stockholder proposal regarding proxy access. The Board of Directors took into consideration the results of the advisory vote on Item 3, above, and approved a triennial vote on executive compensation.





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: May 1, 2017
 
 
 
Senior Vice President - Finance, Controller and
 
 
 
 
Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CCO Holdings, LLC
 
 
Registrant
 
 
 
 
 
 
 
By:
 
/s/ Kevin D. Howard
 
 
 
 
Kevin D. Howard
Date: May 1, 2017
 
 
 
Senior Vice President - Finance, Controller and
 
 
 
 
Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
 
CCO Holdings Capital Corp.
 
 
Registrant
 
 
 
 
 
 
 
By:
 
/s/ Kevin D. Howard
 
 
 
 
Kevin D. Howard
Date: May 1, 2017
 
 
 
Senior Vice President - Finance, Controller and
 
 
 
 
Chief Accounting Officer