Charter Communications, Inc.
CHTR announced today that it has provided formal notice to Time
Warner Cable TWC of its nomination of a full slate of 13 independent candidates
for election to Time Warner Cable's Board of Directors at its 2014 Annual
Meeting. In addition to nominating a full slate of independent candidates for
election to Time Warner Cable's Board of Directors, Charter also proposed that
the shareholders amend Time Warner Cable's by-laws to fix the size of the
board of directors at thirteen members and to repeal any amendments to the
by-laws that were adopted by the Board of Directors of Time Warner Cable
without stockholder approval after July 26, 2012 (the date of the last
publicly disclosed amendment to Time Warner Cable's by-laws).
"It is clear from our meetings with Time Warner Cable shareholders that there
is an overwhelming desire to combine these two companies to increase Time
Warner Cable's competitiveness, grow market share and create shareholder
value. Now is the time for the current Board and management of Time Warner
Cable to respond to their shareholders and work with us to complete a merger
to the benefit of shareholders while minimizing their execution and market
risks," said Tom Rutledge, Charter's President and Chief Executive Officer.
"We are nominating a full slate of highly qualified, independent directors to
elect to the Time Warner Cable Board and believe that stockholders will use
this opportunity to express their views. Our purpose in this proxy contest is
to enable shareholders of TWC to raise their voice, and to provide a very
capable board who will hear them."
Charter's nominees are: (i) James Alan Chiddix, 68, formerly Executive
Chairman and CEO of OpenTV, Inc. and Chief Technology Officer of Time Warner
Cable; (ii) Bruno J. Claude, 55, formerly President and Chief Executive
Officer of Cablecom, the largest cable television provider in Switzerland, and
formerly Senior Vice President and Chief Operating Officer of NTL's
continental European operations; (iii) Isaac Corre, 50, currently a visiting
scholar and Lecturer at Harvard Law School and formerly a founder, Senior
Managing Director and head of event-oriented investments at Eton Park Capital
Management, L.P.; (iv) Marwan Fawaz, 51, who served as Executive Vice
President at Motorola Mobility, Inc. from May 2012 until May 2013, where he
was Chief Executive Officer of the Motorola Home Division, and previously was
Chief Technology Officer at Charter and Adelphia; (v) Lisa Gersh, 55, formerly
CEO of Martha Stewart Living Omnimedia, Inc. and previously a founder,
President and Chief Operating Officer of Oxygen Media; (vi) Dexter Goei, 42,
CEO of Altice Group and formerly Co-Head of Media & Communications for Europe,
Middle East and Africa at Morgan Stanley; (vii) Franklin (Fritz) W. Hobbs, 65,
Chairman of the Board of Ally Financial Inc. and formerly CEO of Houlihan
Lokey and Dillon Read; (viii) Neil Morganbesser, 48, President and CEO of
DelMorgan & Co. and formerly the head of West Coast and Asian Mergers &
Acquisitions at Bear Stearns & Co.; (ix) Eamonn O'Hare, 50, formerly CFO of
Virgin Media Inc. and UK CFO of Tesco plc; (x) David A. Peacock, 45, Operating
Partner of Huron Capital Partners LLC and formerly President of
Anheuser-Busch; (xi) Michael Salvati, 61, President of Oakridge Consulting,
Inc. and formerly COO of National Financial Partners and CFO of Culligan Water
Technologies; (xii) Irwin Simon, 55, Founder and President of The Hain
Celestial Group, Inc.; (xiii) John E. Welsh III, 63, President of Avalon
Capital Partners LLC and formerly Vice Chairman of SkyTel Communications. Full
biographies of the nominees are included below.
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