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): September 26, 2008
Charter Communications, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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000-27927
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43-1857213
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(Commission File
Number)
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(I.R.S. Employer
Identification Number)
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12405 Powerscourt Drive
St. Louis, Missouri
63131
(Address of principal executive
offices including zip code)
(314) 965-0555
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
(a) Effective
September 29, 2008, Jonathan L. Dolgen resigned as a member of the Board of
Directors of Charter Communications, Inc. (the "Company").
Attached
as Exhibit 99.1 is a copy of the press release announcing Mr. Dolgen's
resignation.
(b) On
September 26, 2008, Neil Smit, President and Chief Executive Officer,
and the Company agreed to a restatement and amendment of his employment
agreement, effective as of July 1, 2008. Terms of the restated and amended
employment agreement include the extension of the term of the agreement to June
30, 2010; an increase in his salary to $1,500,000 from $1,200,000; an increase
in his target bonus from 150% of annual base salary to 200% of annual base
salary; and an increase in the maximum bonus payout to 125% of the target bonus
in 2008, but not less than 125% and not more than 200% of the target bonus in
2009 and 2010. He will receive a signing bonus of $2,000,000, payable upon
signing of the restated and amended agreement, provided that in the event Mr.
Smit terminates his employment prior to 12/31/09, the Company will be entitled
to full repayment of the signing bonus; and in the event that Mr. Smit
terminates prior to 6/30/10, but after 12/31/09, then 50% of the signing bonus
is repayable. He will continue to participate in the Company's
Executive Cash Award Plan. The vesting of Mr. Smit's incentive awards
from 2007 and 2008 are accelerated to vest at June 30, 2010, the termination
date of the restated and amended employment agreement, and the incentive awards
to be granted in 2009 and 2010 will vest at various times partially depending
upon the achievement of financial targets, all as set forth in the restated and
amended employment agreement. Each annual equity award in 2009 and 2010 shall
have the aggregate fair value on the grant date of $6,000,000. He is
eligible to participate in other employee benefit plans, programs and
arrangements available generally to other senior executives. In the
event that Mr. Smit is terminated without "Cause" or "Good Reason" (as those
terms are defined in the restated and amended employment agreement), he will be
entitled to a lump sum payment equal to 3 times the sum of (a) his annualized
salary plus (b) 200% of his annualized salary; accelerated vesting of his equity
awards under the Company's Stock Incentive Plan; and, a lump sum payment equal
to 36 months of COBRA payments.
The
restated and amended employment agreement is attached hereto as Exhibit
10.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 5.02:
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Exhibit
Number
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Description
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10.1*
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Restated and amended employment agreement. | |
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99.1*
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Press
Release dated September 29, 2008.
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* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.
Registrant
Dated: September
29, 2008
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By:/s/ Kevin D.
Howard
Name:
Kevin D. Howard
Title:
Vice
President, Controller and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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10.1*
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Restated and amended employment agreement. | |
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99.1*
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Press
Release dated September 29, 2008.
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* filed
herewith