Charter (NASDAQ: CHTR) OKs 16M-share plan and backs KPMG

Rhea-AI Filing Summary

Charter Communications, Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders approved an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance by 16.0 million shares, effective April 21, 2026.

All nominated directors were elected, with individual support levels generally above 90% of votes cast. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of KPMG LLP as independent public accounting firm for the year ending December 31, 2026.

A stockholder proposal requesting a political expenditures report did not receive enough support to pass. At the meeting, 141,178,369 shares of common stock were outstanding and eligible to vote, including Charter Communications Holdings, LLC common units on an as-exchanged basis.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Stock Incentive Plan increase: 16.0 million shares Eligible voting shares: 141,178,369 shares Plan amendment votes for: 90,820,528 votes +3 more

6 metrics

Stock Incentive Plan increase 16.0 million shares Additional shares available under 2019 Stock Incentive Plan effective April 21, 2026

Eligible voting shares 141,178,369 shares Common stock outstanding and eligible to vote at 2026 Annual Meeting

Plan amendment votes for 90,820,528 votes For amendment increasing shares in 2019 Stock Incentive Plan

Say-on-pay votes for 98,047,867 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 131,975,231 votes Ratification of KPMG LLP as independent public accounting firm for 2026

Political report proposal votes for 23,286,541 votes Support for stockholder proposal on political expenditures report

Key Terms

2019 Stock Incentive Plan, broker non-votes, advisory basis, independent public accounting firm, +1 more

5 terms

2019 Stock Incentive Plan financial

"approved an amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan"

broker non-votes financial

"Nominees | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"Approval, on an advisory basis, of the compensation of the Company’s named executive officers"

independent public accounting firm financial

"ratify the appointment of KPMG LLP as the Company’s independent public accounting firm"

political expenditures report financial

"stockholder proposal regarding political expenditures report"

Understanding 8-K Material Events →

000109166700012718330001271834falsefalsefalse00010916672026-04-212026-04-210001091667chtr:CCOHoldingsLLCMember2026-04-212026-04-210001091667chtr:CCOHoldingsCapitalCorp.Member2026-04-212026-04-21

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 21, 2026

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 Washington Blvd.

Stamford, Connecticut 06902

(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:

☐ Written communications pursuant 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))

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, $.001 Par Value			CHTR			NASDAQ Global Select Market

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 21, 2026, Charter Communications, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as further described in Item 5.07 below, the Company’s stockholders approved an amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan (the “Plan Amendment”) to increase the number of shares available for issuance under the plan by 16.0 million shares. The Plan Amendment became effective on April 21, 2026.

The foregoing description is a summary of the Plan Amendment and is qualified in its entirety by reference to the full text of the Charter Communications, Inc. 2019 Stock Incentive Plan, as amended by the Plan Amendment, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 and incorporated herein by reference.

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

Of the total 141,178,369 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, including Charter Communications Holdings, LLC common units on an as-exchanged basis, 118,382,741 shares of Class A common stock, representing the same number of votes, and 1 share of Class B common stock, representing 15,511,283 votes, were represented in person or by proxy at the meeting. The votes cast for all matters are set forth below:

1.Election of Directors.

Nominees						For						Against						Abstain						Broker Non-Votes
Eric L. Zinterhofer						124,496,484						3,866,619						46,858						5,484,063
W. Lance Conn						125,073,555						3,290,158						46,248						5,484,063
Wade Davis						128,029,422						334,583						45,956						5,484,063
Kim C. Goodman						127,966,885						396,614						46,462						5,484,063
John D. Markley, Jr.						121,559,304						6,755,828						94,829						5,484,063
Steven A. Miron						127,130,708						1,076,691						202,562						5,484,063
Balan Nair						118,765,599						9,597,998						46,364						5,484,063
Michael A. Newhouse						125,920,838						2,443,466						45,657						5,484,063
Martin E. Patterson						124,363,311						4,000,071						46,579						5,484,063
Mauricio Ramos						126,213,014						2,122,939						74,008						5,484,063
Carolyn J. Slaski						127,848,994						514,693						46,274						5,484,063
J. David Wargo						127,151,171						1,211,056						47,734						5,484,063
Christopher L. Winfrey						127,621,210						743,120						45,631						5,484,063

2.Approval of the amendment increasing the number of shares in the Company’s 2019 Stock Incentive Plan.

For						Against						Abstain						Broker Non-Votes
90,820,528						37,522,506						66,927						5,484,063

3.Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

For						Against						Abstain						Broker Non-Votes
98,047,867						30,289,182						72,912						5,484,063

4.Vote to ratify the appointment of KPMG LLP as the Company’s independent public accounting firm.

For						Against						Abstain						Broker Non-Votes
131,975,231						1,840,776						78,017						—

5.Vote on the stockholder proposal regarding political expenditures report.

For						Against						Abstain						Broker Non-Votes
23,286,541						104,891,888						231,532						5,484,063

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 amendment increasing the number of shares in the Company’s 2019 Stock Incentive Plan, approved, on an advisory basis, the compensation of the Company’s named executive officers, ratified the appointment of KPMG LLP as independent public accounting firm for the Company for the year ending December 31, 2026, and did not approve the stockholder proposal regarding political expenditures report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit						Description
10.1						Charter Communications, Inc. 2019 Stock Incentive Plan (incorporated by reference to Annex A to the Proxy Statement for the Charter Communications, Inc. 2019 Annual Meeting of Stockholders filed March 14, 2019 (File No. 001-33664)).
10.2						Amendment to the Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of January 28, 2020 (incorporated by reference to Exhibit 10.152 to the Annual Report on Form 10-K of Charter Communications, Inc. filed on January 31, 2020 (File No. 001-33664)).
10.3						Second Amendment to Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of April 23, 2024 (incorporated by reference to Appendix B to the Proxy Statement for the Charter Communications, Inc. 2024 Annual Meeting of Stockholders filed March 14, 2024 (File No. 001-33664)).
10.4						Third Amendment to Charter Communications, Inc. 2019 Stock Incentive Plan, dated as of April 21, 2026 (incorporated by reference to Appendix B to the Proxy Statement for the Charter Communications, Inc. 2026 Annual Meeting of Stockholders filed March 12, 2026 (File No. 001-33664)).
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: April 23, 2026									Executive Vice President, Chief Accounting Officer and Controller
			CCO Holdings, LLC
			Registrant
			By:						/s/ Kevin D. Howard
									Kevin D. Howard
Date: April 23, 2026									Executive Vice President, Chief Accounting Officer and Controller
			CCO Holdings Capital Corp.
			Registrant
			By:						/s/ Kevin D. Howard
									Kevin D. Howard
Date: April 23, 2026									Executive Vice President, Chief Accounting Officer and Controller

FAQ

What did Charter Communications (CHTR) stockholders approve at the 2026 annual meeting?

Stockholders approved an amendment to the 2019 Stock Incentive Plan adding 16.0 million shares, re-elected all director nominees, backed executive compensation on an advisory basis, and ratified KPMG LLP as independent public accounting firm for the year ending December 31, 2026.

How many additional shares did Charter (CHTR) add to its 2019 Stock Incentive Plan?

The amendment to Charter’s 2019 Stock Incentive Plan increased the number of shares available for issuance by 16.0 million. This expansion supports future equity-based awards to directors, executives, and employees under the existing plan framework approved by stockholders.

How many Charter Communications (CHTR) shares were eligible to vote at the 2026 annual meeting?

There were 141,178,369 shares of common stock outstanding and eligible to vote at the 2026 annual meeting, including Charter Communications Holdings, LLC common units on an as-exchanged basis, providing the basis for quorum and voting power across all meeting proposals.

Were Charter Communications (CHTR) director nominees elected at the 2026 meeting?

All nominated directors were elected at the 2026 annual meeting. Each nominee received a majority of votes cast “for” their election, with totals generally exceeding 120 million votes, and broker non-votes recorded consistently across the director election items.

Did Charter Communications (CHTR) stockholders approve executive compensation on an advisory basis?

Yes. Stockholders approved, on an advisory basis, the compensation of Charter’s named executive officers, with 98,047,867 votes for, 30,289,182 against, and 72,912 abstentions, along with 5,484,063 broker non-votes recorded on this say-on-pay proposal.

What happened to the Charter (CHTR) stockholder proposal on political expenditures?

The stockholder proposal requesting a political expenditures report was not approved. It received 23,286,541 votes for and 104,891,888 votes against, with 231,532 abstentions and 5,484,063 broker non-votes, so it failed to achieve majority support among shares voting.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.6 KB