Charter Communications (CHTR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 21, 2026, with voting on key proposals including director elections, amendments to the stock incentive plan, executive compensation, auditor ratification, and a shareholder proposal on political expenditures.

• The Board recommends voting for all management proposals and against the shareholder proposal.

• Thirteen directors are nominated, with a majority deemed independent under NASDAQ rules.

Voting matters and shareholder proposals

• Proposals include electing thirteen directors, increasing shares in the 2019 Stock Incentive Plan, advisory vote on executive compensation, ratification of KPMG as auditor, and a shareholder proposal on political expenditures.

• The Board recommends voting for all management proposals and against the shareholder proposal.

• The shareholder proposal seeks greater transparency on political contributions, but the Board argues current disclosures are sufficient and additional reporting would be burdensome.

Board of directors and corporate governance

• The Board consists of thirteen members, with designated seats for Liberty Broadband and Advance/Newhouse Partnership (A/N).

• Committees include Audit, Compensation and Benefits, Nominating and Corporate Governance, and Finance, all with independent chairs.

• The Board regularly reviews company strategy, risk, and governance, with a strong role for the Non-Executive Chairman.

• Directors are selected for diverse backgrounds and expertise, with a focus on industry experience and high ethical standards.