[8-K] Comcast Corp Reports Material Event

Rhea-AI Filing Summary

Comcast held its annual shareholder meeting on June 18, 2025, with several key outcomes:

Key Approvals:

• Shareholders approved increasing Employee Stock Purchase Plan shares from 24.2 million to 34.2 million
• All director nominees were elected for one-year terms, with Brian L. Roberts receiving 345.9M votes in favor
• Deloitte & Touche LLP ratified as independent auditors for 2025
• Advisory vote on executive compensation passed with 332.2M votes in favor

Rejected Proposals:

• Shareholder proposal for "CEO pay ratio factor" in executive compensation (15.8M for vs 353.8M against)
• Proposal for independent chair policy (98.6M for vs 270.9M against)

The filing also includes details of various debt securities registered under Section 12(b), including multiple series of notes with varying interest rates and maturities.

Positive

• Strong shareholder support for management demonstrated by high approval rates: 89.9% approval for executive compensation and 99.6% approval for increased employee stock purchase plan authorization
• Significant expansion of employee stock purchase plan with 10 million additional shares authorized, indicating commitment to employee ownership and retention

Negative

• Substantial opposition to certain board members, with Kenneth J. Bacon receiving 25.4% votes withheld and Jeffrey A. Honickman receiving 16.3% votes withheld, suggesting some governance concerns
• Notable shareholder dissent on governance structure with 26.6% supporting independent chair proposal, indicating meaningful minority concern about leadership structure

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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 18, 2025

Comcast Corporation

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

001-32871

27-0000798

(Commission File Number)

(IRS Employer Identification No.)

One Comcast Center

Philadelphia, PA

19103-2838

(Address of Principal Executive Offices)

(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 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

3.250% Notes due 2032

CMCS32A

The Nasdaq Stock Market LLC

1.875% Notes due 2036

CMCS36

The Nasdaq Stock Market LLC

3.550% Notes due 2036

CMCS36A

The Nasdaq Stock Market LLC

1.250% Notes due 2040

CMCS40

The Nasdaq Stock Market LLC

5.250% Notes due 2040

CMCS40A

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. ☐ 

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 18, 2025 (the “annual meeting”), our shareholders approved an amendment to the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan (the “Plan”) to increase the number of shares available for issuance from 24.2 million to 34.2 million. The amendment was approved on February 25, 2025 by the Compensation and Human Capital Committee of our Board of Directors, subject to shareholder approval at the annual meeting. The effective date of the Plan is June 18, 2025.

The above description is qualified in its entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 hereto.

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

(a)    At the annual meeting on June 18, 2025, 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 25, 2025, 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						276,326,268						94,282,743						22,704,817
Thomas J. Baltimore, Jr.						293,214,056						77,394,955						22,704,817
Madeline S. Bell						316,252,613						54,356,398						22,704,817
Louise F. Brady						366,037,685						4,571,326						22,704,817
Edward D. Breen						351,324,467						19,284,544						22,704,817
Jeffrey A. Honickman						309,999,118						60,609,893						22,704,817
Wonya Y. Lucas						366,035,240						4,573,771						22,704,817
Asuka Nakahara						366,026,920						4,582,091						22,704,817
David C. Novak						364,819,859						5,789,152						22,704,817
Brian L. Roberts						345,943,514						24,665,497						22,704,817

(2)The appointment of Deloitte & Touche LLP as our independent auditors for the 2025 fiscal year, as described in the proxy statement, was ratified.

For

Against

Abstain

Broker Non-Votes

379,440,116

13,593,917

279,795

N/A

(3)The increase in share authorization under the Plan, as described in the proxy statement, was approved.

For						Against						Abstain						Broker Non-Votes
368,706,077						1,606,890						296,044						22,704,817

(4)The advisory vote on our executive compensation, as described in the proxy statement, was approved.

For						Against						Abstain						Broker Non-Votes
332,155,225						37,280,056						1,173,730						22,704,817

(5)A shareholder proposal to consider “CEO pay ratio factor” in executive compensation, as described in the proxy statement, was not approved.

For						Against						Abstain						Broker Non-Votes
15,802,892						353,841,457						964,662						22,704,817

(6)A shareholder proposal to adopt a policy for an independent chair, as described in the proxy statement, was not approved.

For						Against						Abstain						Broker Non-Votes
98,559,891						270,904,585						1,144,535						22,704,817

Item 9.01(d). Exhibits

Exhibit Number

Description

10.1

Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as amended and restated, effective June 18, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 20, 2025

By:

/s/ Elizabeth Wideman

Name:

Elizabeth Wideman

Title:

Senior Vice President, Senior Deputy General Counsel and Assistant Secretary

FAQ

What key proposals were approved at CMCSA's June 18, 2025 annual shareholder meeting?

At CMCSA's annual meeting, shareholders approved: 1) All director nominees for one-year terms, 2) The appointment of Deloitte & Touche LLP as independent auditors, 3) An increase in share authorization under the Employee Stock Purchase Plan from 24.2M to 34.2M shares, and 4) The advisory vote on executive compensation. Two shareholder proposals regarding CEO pay ratio and independent chair policy were not approved.

How did shareholders vote on CMCSA's Employee Stock Purchase Plan amendment in 2025?

The amendment to CMCSA's Employee Stock Purchase Plan was strongly approved with 368,706,077 votes in favor (96.8% approval), 1,606,890 votes against, and 296,044 abstentions. The amendment increases available shares for issuance from 24.2 million to 34.2 million, effective June 18, 2025.

What was the voting result for CMCSA's independent chair proposal in 2025?

The shareholder proposal for CMCSA to adopt an independent chair policy was rejected, with 98,559,891 votes in favor, 270,904,585 votes against (73.3% opposition), and 1,144,535 abstentions. There were 22,704,817 broker non-votes.

Which directors received the highest approval votes at CMCSA's 2025 annual meeting?

The directors receiving the highest shareholder approval at CMCSA's 2025 annual meeting were: Louise F. Brady (366,037,685 votes), Wonya Y. Lucas (366,035,240 votes), and Asuka Nakahara (366,026,920 votes). CEO Brian L. Roberts received 345,943,514 votes in favor.

How did CMCSA shareholders vote on executive compensation (Say-on-Pay) in 2025?

CMCSA shareholders approved the advisory vote on executive compensation with 332,155,225 votes in favor (89.7% approval), 37,280,056 votes against, and 1,173,730 abstentions. There were 22,704,817 broker non-votes.