DEF: Charter Communications Sets 2026 Annual Meeting Agenda

Charter Communications, Inc. announces its 2026 Annual Meeting of Stockholders to vote on director elections, an increase in its stock incentive plan, executive compensation, and auditor ratification.

Summary

• The annual meeting of stockholders will be held on Tuesday, April 21, 2026, at 9:00 a.m. (Eastern Daylight Time) in Charlotte, NC.
• Stockholders will vote on the election of thirteen directors, an amendment to increase the number of shares in the Company's 2019 Stock Incentive Plan by 16.0 million, an advisory vote on executive compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for 2026.
• The Board of Directors recommends voting FOR all proposals except the stockholder proposal regarding political expenditures report, which it recommends AGAINST.
• For the fiscal year ended December 31, 2025, the company grew mobile lines by 1.9 million, expanded its footprint by 1.5 million new passings (including 483,000 new subsidized rural passings), and achieved 4.1% growth in total connectivity revenue.
• Adjusted EBITDA grew by 0.6% to $22.7 billion in 2025, and free cash flow generated was $5.0 billion.
• The company purchased approximately 17.1 million shares of Class A common stock and common units for approximately $5.4 billion in 2025 at an average price per share of $316.80.
• The company's stock price fell by 75% from its high of $821.01 on September 2, 2021, to $208.75 on December 31, 2025, resulting in all outstanding stock option awards granted since May 2016 being underwater.
• CEO Christopher L. Winfrey's base salary increased from $1,700,000 to $2,500,000, annual bonus opportunity from 250% to 300% of base salary, and long-term incentive opportunity from $17.0 million to $23.0 million, effective December 1, 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with a negative sentiment due to the significant decline in stock price, underwater executive options, and underperformance relative to peers, despite some operational growth and strategic initiatives. The compensation adjustments for NEOs in light of poor stock performance raise questions about pay-for-performance alignment.

Positives

• Grew mobile lines by 1.9 million in 2025, with 19% of Internet customers now having Spectrum Mobile.
• Increased convergence between mobile and wireline connectivity contributed to 4.1% growth in total connectivity revenue.
• Expanded footprint by 1.5 million new passings, including 483,000 new subsidized rural passings.
• Achieved positive internet connectivity growth in the subsidized rural footprint with 186,000 net customer additions.
• Enhanced video product with the launch of a digital marketplace for app subscriptions and inclusion of over $125 in monthly streaming app value in Spectrum TV Select Plus.
• The customer commitment initiative increased yields on sales opportunities, generated more products sold and mobile lines added per connect, increased gig attach rates, and improved video sell-in.
• Adjusted EBITDA grew by 0.6% to $22.7 billion for the fiscal year ended December 31, 2025.
• Generated free cash flow of $5.0 billion for the fiscal year ended December 31, 2025.
• Purchased approximately 17.1 million shares of Class A common stock and common units for approximately $5.4 billion in 2025.
• An independent consultant's risk assessment of compensation programs did not identify any material risks that might adversely impact the company's financial health or performance.
• Engaged in proactive stockholder dialogue with its 15 largest institutional stockholders, representing approximately 81% of outstanding shares.

Negatives

• Experienced an overall reduction in Internet customers over 2025.
• The company's stock price fell by 75% from its high of $821.01 on September 2, 2021, to $208.75 on December 31, 2025.
• All outstanding stock option awards granted since May 2016 are underwater, with a weighted average strike price of $370.69, which is 78% higher than the December 31, 2025, closing stock price.
• The 2023 Performance Equity Program awards saw a substantial decline in valuation due to the stock price decline being amplified by the awards' stock price hurdles.
• Net Income decreased by 1.5% from the prior year in 2025.
• The company's 5-year cumulative total shareholder return (TSR) fell 68% through December 31, 2025, compared to a 27% cumulative increase for its Primary Peer Group over the same period.
• The lowest stock price hurdle ($507) for the 2023 Performance Equity Program was 59% above the December 31, 2025, closing stock price ($208.75).

Risks

• Regulatory risk: Cable systems are extensively regulated by federal, state, and local governments, and changes to the existing regulatory framework can dramatically impact the business.
• Increased competition: The industry faces increased competition from cell phone internet providers and fiber overbuilders, contributing to an overall reduction in Internet customers.
• Macroeconomic environment: Lower residential move volumes limited new sales opportunities in 2025.
• Inflationary environment: Inflationary pressures weighed on stock prices among the company, its Primary Peers, and the broader market.
• Stock price volatility: The company's stock price has experienced significant decline, impacting the value of equity-based compensation and potentially affecting executive retention and motivation.
• Potential for forfeiture of performance-based equity awards: Awards under the 2023 Performance Equity Program will be forfeited if corresponding stock price hurdles are not achieved by the sixth anniversary of the grant date (February 2029).
• Stockholder proposal regarding political expenditures: The Board believes additional disclosures would incur undue cost, administrative burden, and competitive harm, potentially benefiting parties with interests adverse to the company.

Future Outlook

The company aims for future growth by offering the fastest internet speeds, a converged mobile offering, and a high-quality video product, while saving customers money. It plans to continue its multi-year efforts to drive customer growth by evolving its network, expanding its footprint, and continuously improving customer service and connectivity products. The 2023 Performance Equity Program is designed to incentivize management through multi-year growth initiatives, including network expansion and evolution to provide converged gigabit connectivity. Special one-time equity grants for NEOs are approved for 2026, contingent on the close of the Cox Transactions, to incentivize successful integration work. The 2026 Plan Amendment for the 2019 Stock Incentive Plan is intended to cover the remaining three-year period through its January 29, 2029 expiration.

Management Comments

• "We would like to express our appreciation for your continued interest in Charter." Eric L. Zinterhofer, Non-Executive Chairman of the Board, and Christopher L. Winfrey, President and Chief Executive Officer, Director.
• "The Committee believes this process has been effective at progressing Charters highly experienced management team and maintaining the focus to deliver on Charters strategies for growth and value creation." Compensation and Benefits Committee regarding talent planning.
• "Charter structures its NEO compensation packages to provide a total opportunity that is competitive against the median of Charters peer group, create a strong linkage between the actual compensation earned by our NEOs and Company performance, and reward both growth-oriented annual operating results as well as sustainable long-term shareholder returns." Compensation and Benefits Committee.
• "The Committee approved these awards given the critical nature of the integration work that will need to occur following the close of the Cox Transactions and to ensure that the NEOs were appropriately incentivized to successfully execute on such integration objectives." Compensation and Benefits Committee regarding special equity grants for Cox Transactions.
• "The special equity grants continued to be designed consistent with the Committees historical pay philosophy – in particular delivering half of the award value in stock options – and are necessary to appropriately reward NEOs for driving stock price growth post-transaction." Compensation and Benefits Committee.
• "Charter values and carefully considers the feedback we receive from our stockholders." Management regarding stockholder engagement.
• "Our Board believes that our Companys participation in the political, legislative and regulatory processes at all levels of government enhances stockholder value." Board of Directors regarding political expenditures.
• "The Board believes that the information currently made available strikes the appropriate balance between transparency and excessive burden and cost, and that additional disclosures with respect to lobbying and political expenditures would not provide useful information to stockholders." Board of Directors regarding political expenditures.

Industry Context

StockSavvy.ai notes that Charter Communications operates in a highly competitive and regulated telecommunications industry. The company's focus on expanding its fiber broadband network, growing mobile lines, and enhancing video products aligns with broader industry trends towards converged services and streaming integration. The reported decline in internet customers, despite mobile line growth, reflects the intense competition from cell phone internet providers and fiber overbuilders, a common challenge for incumbent cable operators. The significant drop in stock price and underwater options highlight the market's reaction to these competitive pressures and macroeconomic headwinds, contrasting with the overall positive performance of its 'Primary Peer Group' in 2024 and 2025. The proposed Liberty Broadband and Cox Transactions indicate a strategic move towards consolidation and potentially expanding market reach or capabilities, a common strategy in mature, competitive industries.

Comparison to Industry Standards

• Charter's 5-year cumulative total shareholder return (TSR) significantly underperformed the S&P 500 and its Primary Peer Group. From December 31, 2020, to December 31, 2025, Charter's stock price fell 68%, while the Primary Peer Group saw a 27% cumulative increase.
• In 2024, Charter's stock price fell 11.9%, whereas the Primary Peer Group (including AT&T Inc., Cisco Systems, Inc., Comcast Corporation, Netflix, Inc., T-Mobile US, Inc., Verizon Communications Inc., and The Walt Disney Company) increased by 31.0%.
• The company's executive compensation structure, with a significant portion tied to stock options, is a common practice in the industry to align management incentives with shareholder value. However, the current 'underwater' status of all outstanding options granted since May 2016 (weighted average strike price of $370.69 vs. $208.75 closing price on Dec 31, 2025) indicates a significant disconnect between executive incentives and actual shareholder returns over the past few years, especially when compared to the positive TSR of its peers.
• The company's Adjusted EBITDA growth of 0.6% in 2025 is modest compared to the 3.1% growth in 2024 and 1.3% in 2023, suggesting a slowdown in core profitability growth amidst competitive pressures.
• The CEO to Median Employee Pay Ratio of 81.7 for 2025 is within the range typically observed for large U.S. corporations, though direct comparisons require understanding each company's specific methodology.

Management Changes

Corporate Governance

Related Party Transactions

• Liberty Broadband and A/N have governance rights, including designating directors to the Board and committees, under the Second Amended and Restated Stockholders Agreement, as amended.
• In 2025, the company paid approximately $130 million to A/N as tax distributions under the LLC Agreement and $10 million to A/N under the tax receivables agreement.
• The A/N Repurchase Letter Amendment, dated May 16, 2025, updated terms for A/N's pro rata participation in the company's share repurchases, though A/N suspended this arrangement on August 4, 2025, until the consummation or termination of the Cox Transactions.
• Under the Stockholders and Letter Agreement Amendment (November 12, 2024), the company will repurchase shares from Liberty Broadband monthly (greater of $100 million or Liberty Broadband's minimum liquidity threshold), or provide a loan if repurchases are restricted.
• In 2025, the company recorded approximately $39 million in revenue from HSN and QVC (subsidiaries of QVC Group, in which former director Gregory Maffei holds an 18.2% voting interest) for channel carriage fees and revenue sharing.
• GCI Cable, Inc., a former subsidiary of Liberty Broadband, paid the company approximately $0.4 million for back-office services in 2025.
• Live Nation Entertainment, Inc. (former director Gregory Maffei was Chairman) purchased approximately $0.8 million of services from Spectrum Business and Spectrum Reach in 2025.
• The Republican Company, an A/N company, purchased approximately $0.1 million of services from Spectrum Business in 2025.
• The company is acquiring Liberty Broadband through a merger (Liberty Broadband Combination), with Liberty Broadband spinning off GCI, LLC prior to closing. The company will bear corporate level tax liability from the GCI distribution, but is entitled to tax benefits if it exceeds $420 million.
• The Malone Group (48.5% voting power) and Maffei Group (3.7% voting power) entered into voting agreements to support the Liberty Broadband Combination.
• Liberty (28% voting power) and A/N (12% voting power) entered into voting agreements to support the Certificate Amendment and issuance of shares/units to Cox Enterprises as Equity Consideration in connection with the Cox Transactions.
• A Liberty Side Letter, dated May 16, 2025, accelerates the closing of Liberty's pending transaction with the company to occur immediately prior to the closing of the Cox Transactions, or under other specified conditions. Liberty's director designees will resign from the company's Board upon the Liberty Closing.

Stakeholder Impact

• Shareholders: Will vote on key proposals, including director elections, executive compensation, and an increase in the stock incentive plan. The significant decline in stock price and underwater options directly impact shareholder returns. The proposed increase in the stock incentive plan could lead to further dilution. The Liberty Broadband and Cox Transactions could significantly alter the company's structure and ownership.
• Employees: Eligible to participate in the 2019 Stock Incentive Plan and other benefit programs. Executive compensation changes and equity awards are designed to motivate and retain key talent. The CEO to median employee pay ratio highlights compensation disparity.
• Customers: The company's strategic objectives focus on delivering high-quality, competitively priced products with outstanding service, aiming for increased customer satisfaction and lower churn. Expansion of network and enhancement of video products are customer-centric initiatives.
• Management/Executives: Executive compensation is highly performance-based, with significant portions tied to stock price appreciation. Recent salary and incentive increases for NEOs aim to retain and motivate them, especially for critical integration work related to the Cox Transactions. However, the current stock performance has negatively impacted the realized value of their equity awards.
• Regulatory Authorities: The company is subject to extensive regulation and actively participates in the political process, which is overseen by the Nominating and Corporate Governance Committee.
• Creditors: Adjusted EBITDA and free cash flow are used to assess the company's ability to service its debt.

Next Steps

• The Annual Meeting of Stockholders will be held on April 21, 2026, to vote on the proposed matters.
• If approved by stockholders, the 2026 Plan Amendment to increase shares in the 2019 Stock Incentive Plan will become effective on April 21, 2026.
• If the 2026 Plan Amendment is approved, the company intends to file a registration statement on Form S-8 with the SEC.
• Special one-time equity grants for NEOs are approved to be granted in 2026, contingent upon the close of the Cox Transactions, to incentivize successful integration work.
• Mr. Winfrey will be granted annual stock option awards with a grant date fair value of at least $23,000,000 commencing in 2027.
• Mr. Ray will be granted equity awards with a grant date fair value of at least $4,250,000 commencing in 2027.
• The Liberty Broadband Combination is expected to close contemporaneously with the closing of the Cox Transactions, unless otherwise agreed.
• The updated terms of A/N's participation in Charter's share repurchases under the A/N Repurchase Letter Amendment will be effective from the earlier of the closing of the Cox Transactions or its termination date.
• The company intends to continue its stockholder engagement efforts in 2026.
• Voting results will be reported on a Current Report on Form 8-K filed with the SEC within four business days after the annual meeting.
• Stockholder proposals for inclusion in the 2027 annual meeting proxy statement must be delivered to the Corporate Secretary by November 12, 2026.

Key Dates

Recommendation

The company is undergoing significant strategic transactions (Liberty Broadband Combination, Cox Transactions) that could reshape its future. While operational metrics like mobile line growth and connectivity revenue growth are positive, the substantial decline in stock price and the underwater status of executive options indicate significant challenges and market skepticism. The executive compensation adjustments, despite poor stock performance, suggest management is being incentivized to navigate these complex transitions. Given the current undervaluation relative to past highs and the potential for future value creation from strategic initiatives, but also the ongoing competitive pressures and stock underperformance, a 'hold' recommendation is appropriate. Investors should monitor the execution of the mergers and the impact of network expansion and evolution initiatives on future financial performance and stock price recovery.

Keywords

Charter Communications, Proxy Statement, Annual Meeting, Executive Compensation, Stock Incentive Plan, Corporate Governance, SEC Filing, Broadband, Cable, Telecommunications, Stock Options, Restricted Stock Units, Share Repurchase, Liberty Broadband, Cox Transactions, KPMG LLP, Adjusted EBITDA, Free Cash Flow, Director Election, Risk Management, Shareholder Return