UPDATE: Charter Offers Full Slate of Candidates for Time Warner Cable Board
Charter Communications, Inc. (NASDAQ: CHTR) announced today that it has provided formal notice to Time Warner Cable (NYSE: 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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