Charter Communications, Inc. | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>Charter Communications, Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>Selection of the Chairman of the Board the Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer. <br> <br>The Chairman of the Board shall be an Independent Director. A Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now.</p>
<p dir=”ltr”>It is especially important to always have an independent board chairman at a company like Charter Communications, that has as much poor corporate governance as Charter Communications has. Charter Communications ranks 9 on overall corporate governance with 10 being the worst possible score. Charter Communications also ranks on the bottom at 10 on executive pay. </p>
<p dir=”ltr”>Charter Communications only allows a shareholder vote on executive pay once in 3-years while the vast majority of well performing companies have an annual vote on executive pay. The last time Charter Communications shareholders voted on executive pay 29% of Charter Communications shares rejected Charter Communications executive pay. A 5% rejection is often the norm at well performing companies.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting investor confidence. </p>
<p dir=”ltr”>This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to the Company’s long-term sustainability and credibility. </p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Company:</strong>
<p>Charter Communications, Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Omitted</p>
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<h2>Resolution Text</h2>
<p>Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting.</p>
<p>A shareholder right to call for a special shareholder meeting, as called for in this proposal, can help make shareholder engagement meaningful. A shareholder right to call for a special shareholder meeting will help ensure that the Charter Communications Board and management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for a special shareholder meeting. </p>
<p>Companies often claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a letter to the CEO.</p>
<p>Since a special shareholder meeting can be called to replace a director, adoption of this proposal could foster better performance by our directors. </p>
<p>With the widespread use of online shareholder meetings it is much easier for management to conduct a special shareholder meeting for important issues and Charter Communications bylaws thus need to be updated accordingly.</p>

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Resolution Details

Company:

Charter Communications, Inc.

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Filed

Resolution Text

RESOLVED, stockholders request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by Charter used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. Charter’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of management’s decision-making process and the Board’s oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Charter is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, territorial, state and federal levels.

The report shall be presented to the Audit Committee or other relevant oversight committees and posted on Charter’s website.

SUPPORTING STATEMENT

Full disclosure of Charter’s lobbying activities and expenditures is needed to assess whether Charter’s lobbying is consistent with its expressed goals and stockholder interests. Charter spent $92,185,000 from 2010 – 2022 on federal lobbying. This does not include state lobbying expenditures, where Charter also lobbies extensively, for example spending over $3.4 million on lobbying in California from 2015 – 2022.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.1 Unlike many of its peers, Charter fails to disclose its payments to trade associations and social welfare groups (SWGs), or the amounts used for lobbying, to stockholders. Charter serves on the board of NCTA – The Internet & Television Association, which spent $203,440,000 on lobbying from 2010 – 2022, and supports SWGs that lobby like the RATE Coalition. Charter also does not disclose its contributions to groups which write and endorse model legislation, such as sponsoring the American Legislative Exchange Council (ALEC).2

Charter’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, Charter states that it is committed to an open internet, yet NCTA has lobbied against net neutrality.3 Charter reportedly ran “a fake consumer group in Maine that’s killing community broadband.”4 As Charter paid zero federal taxes in 2020,5 the RATE Coalition lobbied against raising taxes to pay for health care, education and safety net programs.6 And while Charter is committed to diversity and inclusion, over 300 groups have asked Charter to leave ALEC because of its voter restriction efforts.7

In the last three years, this proposal received majority support of outside stockholders. Charter should expand its lobbying disclosure.

1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/

2 https://documented.net/reporting/energy-and-pharmaceutical-companies-among-sponsors-of-alec-policy-meeting

3 https://arstechnica.com/tech-policy/2021/07/isps-spent-235-million-on-lobbying-and-donations-more-than-320000-a-day/.

4 https://www.techdirt.com/2022/07/12/charters-running-a-fake-consumer-group-in-maine-thats-killing-community-broadband-with-the-help-of-a-democratic-advisor/

5 https://www.citizen.org/news/corporations-are-spending-millions-on-lobbying-to-avoid-taxes/

6 https://www.washingtonpost.com/us-policy/2021/08/31/business-lobbying-democrats-reconciliation/

7 https://www.commoncause.org/press-release/common-cause-fair-fight-action-and-over-300-organizations-call-on-corporations-to-cut-ties-with-alec/

Resolution Details

Company:

Charter Communications, Inc.

Year:

2023

Issue Area:

Inclusiveness

Focus Area:

Equal Employment Opportunity (EEO)

Status:

Withdrawn for Agreement

Vote Percentage:

Resolution Text

BE IT RESOLVED: Shareholders request that Charter Communications, Inc. (“Spectrum”) report to shareholders on the effectiveness of the Company’s diversity, equity, and inclusion efforts. The report should be done at reasonable expense, exclude proprietary information, and provide transparency on outcomes, using quantitative metrics, for hiring, retention, and promotion of employees, including data by gender, race, and ethnicity.

SUPPORTING STATEMENT: Quantitative data is sought so that investors can assess and compare the effectiveness of companies’ diversity, equity, and inclusion programs.

WHEREAS: Numerous studies have pointed to the benefits of a diverse workforce. Findings include:

Companies with high executive ethnic diversity were 33 percent more likely to have financial returns above their industry medians than those with low executive ethnic diversity. [1]
There was a positive association between diversity in management and cash flow, net profit, revenue, and return on equity.[2]

Similar to how an income statement pairs with a balance sheet, hiring, promotion and retention rate data show how well a company manages its workforce diversity. Without this data, investors are unable to assess the success of a company’s human capital management program.

Companies should look to hire and promote the best talent. However, researchers have found that White applicants receive an average of 36 percent more callbacks than Black applicants and 24 percent more callbacks than Latinx applicants.”[3] For every 100 men who are promoted, only 86 women are. Women of color are particularly impacted, comprising 17 percent of the entry-level workforce and only four percent of executives.[4]

Morgan Stanley research has found that employee retention can indicate a competitive advantage and higher levels of future profitability.[5] Companies with high employee satisfaction have also been linked to annualized outperformance of over two percent.[6]

Ninety-four percent of the S&P 100 companies have released, or have committed to release, their EEO-1 forms, a best practice in diversity data reporting. Between September 2020 and September 2022, S&P 100 companies increased by 298 percent their release of hiring rate data by gender, race, and ethnicity; retention rate data by 481 percent; and promotion rate data by 300 percent.[7]

Spectrum has not yet committed to release standardized workforce composition data through its consolidated EEO-1 form, which is best practice in diversity data reporting, nor has it shared sufficient recruitment, promotion and retention data to allow investors to determine the effectiveness of its human capital management programs.

Investors have been consistent in requesting this data from Spectrum. In 2021, 41 percent of investors voted in support of a resolution with a similar data disclosure request. In 2022, 45% did so. Spectrum’s investors have reasons to be particularly concerned about its diversity-related programs; the Company has faced discrimination allegations on the basis of gender, sexual orientation, race, and age.

[1] https://www.mckinsey.com/business-functions/people-and-organizational-performance/our-insights/delivering-through-diversity

[2] https://www.asyousow.org/report-page/workplace-diversity-and-financial-performance

[3] https://hbr.org/2017/10/hiring-discrimination-against-black-americans-hasnt-declined-in-25-years

[4] https://wiw-report.s3.amazonaws.com/Women_in_the_Workplace_2021.pdf

[5]https://www.morganstanley.com/im/publication/insights/articles/article_culturequantframework_us.pdf

[6] https://www.institutionalinvestor.com/article/b1tx0zzdhhnf5x/Want-to-Pick-the-Best-Stocks-Pick-the-Happiest-Companies?utm_medium=email&utm_campaign=The%20Essential%20II%20100721&utm_content=The%20Essential%20II%20100721%20CID_eb103a9e15359075f72a85f7ff534c79&utm_source=CampaignMonitorEmail&utm_term=Want%20to%20Pick%20the%20Best%20Stocks%20Pick%20the%20Happiest%20Companies

[7] https://www.asyousow.org/our-work/social-justice/workplace-equity

Resolution Details

Company:

Charter Communications, Inc.

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Vote

Vote Percentage:

31.90%

Charter Communications, Inc. Lobbying Expenditures Disclosure – Proxy Exempt Solicitation

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Resolution Text

WHEREAS, we believe in full disclosure of Charter’s lobbying activities and expenditures to assess whether Charter’s lobbying is consistent with its expressed goals and stockholder interests.

RESOLVED, stockholders request the preparation of a report, updated annually, disclosing:

Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

Payments by Charter used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

Charter’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

Description of management’s decision-making process and the Board’s oversight for making payments described in sections 2 and 3 above.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee or other relevant oversight committees and posted on Charter’s website.

SUPPORTING STATEMENT

Charter spent $80,765,000 from 2010 – 2021 on federal lobbying. This does not include state lobbying expenditures, where Charter lobbied in at least 31 states in 2021 and spent $2.9 million million on lobbying in California from 2015 – 2021.

Charter fails to disclose its payments to trade associations and social welfare groups, or the amounts used for lobbying, to stockholders. Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”1 Charter serves on the board of NCTA – The Internet & Television Association, which spent $189,720,000 on lobbying from 2010 – 2021, and belonged to Broadband for America, a social welfare group which spent $4.2 million to submit 8.5 million fake comments to the FCC opposing net neutrality.2 And Charter does not disclose its contributions to groups which write and endorse model legislation, like the American Legislative Exchange Council (ALEC).

We believe Charter’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, Charter states that it is committed to an open internet, yet NCTA and Broadband for America lobbied against net neutrality. While Charter is committed to diversity and inclusion, groups have asked Charter to leave ALEC because of its voter restriction efforts.3 And Charter has attracted negative scrutiny for “running a fake consumer group in Maine that’s killing community broadband.”4

In the last two years, this proposal received majority support of outside stockholders. We urge Charter to expand its lobbying disclosure.

1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly- reported/.

2 https://www.wired.com/story/isps-funded-85-million-fake-comments-opposing-net-neutrality/.

3 https://www.thenation.com/article/politics/alec-corporations-democracy/.

4 https://www.techdirt.com/2022/07/12/charters-running-a-fake-consumer-group-in-maine-thats-killing-community-broadband-with- the-help-of-a-democratic-advisor/.

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