CHARTER COMMUNICATIONS INC CLASS A (CHTR)
Sector: Communication
2026 Annual Meeting Analysis
CHARTER COMMUNICATIONS INC CLASS A · Meeting: April 21, 2026
Directors FOR
4
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Zinterhofer has served since 2009, meaning his tenure fully overlaps the severe 3-year underperformance period where Charter's stock fell 33.6% while the company's own disclosed peer group gained 69.5% (a gap of 103 percentage points, far exceeding the 20-point policy threshold for negative absolute returns); the 5-year record is even worse (Charter -64.6% vs peer median +37.9%, a gap of 102.5 percentage points, exceeding the 20pp threshold), so the 5-year mitigant does not apply.
Conn has served since 2004, meaning his tenure fully overlaps the underperformance period; Charter's 3-year stock return of -33.6% trailed the company's own disclosed peer group median of +69.5% by 103 percentage points, far exceeding the 20-point trigger, and the 5-year record does not provide a mitigant as that gap is also 102.5 percentage points against the same 20pp threshold.
Goodman has served since 2016 and her tenure fully overlaps the 3-year underperformance period; the 103-percentage-point gap between Charter's -33.6% return and the peer group's +69.5% median far exceeds the 20-point threshold, and the 5-year comparison (gap of 102.5pp) confirms the underperformance is not a recent blip but a sustained pattern.
Markley has served since 2009, giving him full overlap with the underperformance period; Charter's stock declined 33.6% over three years while the company's own peer group rose 69.5% (a 103-percentage-point gap exceeding the 20pp threshold), and the 5-year record does not rescue the vote as that gap also exceeds the threshold.
Miron has served since 2016 with full overlap of the underperformance period; the 103-percentage-point underperformance against the company-disclosed peer group over three years (Charter -33.6% vs. peers +69.5%) far exceeds the policy trigger, and the 5-year data (gap of 102.5pp) confirms the underperformance is sustained.
Nair has served since 2013, fully overlapping the underperformance period; Charter's 3-year return of -33.6% trails the company's own peer group median of +69.5% by 103 percentage points, well above the 20-point trigger for negative absolute TSR, and the 5-year comparison does not mitigate the vote.
Newhouse has served since 2016 with full overlap of the underperformance period; the 103-percentage-point gap between Charter's -33.6% three-year return and the peer group's +69.5% far exceeds the 20-point policy threshold, and the 5-year record provides no mitigant given a gap of 102.5pp.
Ramos has served since 2016, fully overlapping the underperformance period; Charter's stock underperformed the company's own disclosed peer group by 103 percentage points over three years (Charter -33.6% vs. peers +69.5%), exceeding the 20-point trigger, and the 5-year data confirms sustained underperformance with a gap of 102.5pp.
Winfrey joined the board in November 2023, meaning his board tenure (approximately 26 months as of the meeting) overlaps substantially with the underperformance period; as an executive director he is subject to the same TSR trigger as all other directors, and Charter's 103-percentage-point underperformance of its own disclosed peer group over three years (Charter -33.6% vs. peers +69.5%) far exceeds the 20-point threshold — this vote against him as a director is independent of the Say on Pay determination.
For Analysis
Davis joined the board in January 2026, making him exempt from the TSR underperformance trigger under the policy's 24-month exemption for newly appointed directors, and his media/telecom executive experience is clearly relevant to Charter's business.
Patterson was appointed to the board in April 2025, placing him within the policy's 24-month exemption period for new directors, so the TSR underperformance trigger does not apply to him at this time.
Slaski joined the board in 2024 and is within the policy's 24-month exemption for new directors, so the TSR underperformance trigger does not apply; she brings clear financial and audit expertise as a former senior EY audit partner and CPA, which is directly relevant to her Audit Committee role.
Wargo was appointed to the board in April 2025, placing him within the policy's 24-month exemption period for new directors, so the TSR underperformance trigger does not apply at this time.
Ten of thirteen directors are voted AGAINST, primarily because Charter's stock has lost 33.6% over three years while the company's own disclosed compensation peer group gained 69.5% on average — a 103-percentage-point gap that far exceeds the policy's 20-point trigger for directors with meaningful tenure overlap. Three newly added directors (Davis, Patterson, Wargo, Slaski) are exempt from the trigger as they joined within the past 24 months.
Say on Pay
✓ FORCEO
Christopher L. Winfrey
Total Comp
$6,466,193
Prior Support
71%%
CEO Christopher Winfrey's 2025 total reported compensation of approximately $6.47 million is modest relative to the large-cap communications sector benchmark for a CEO, driven by the fact that most of his target pay (the large 2023 multi-year performance stock program) already declines in value as the stock falls — the company's own pay-versus-performance disclosure shows his 'compensation actually paid' was deeply negative in both 2024 and 2025, reflecting genuine alignment between executive outcomes and shareholder losses. The pay mix is overwhelmingly variable and stock-price-dependent (approximately 72% long-term equity for the CEO), satisfying the policy's requirement that the majority of pay be performance-based, and the prior Say on Pay vote received approximately 71% support in 2023, just above the 70% threshold, so no mandatory No-vote trigger fires. While Charter's stock performance has been severely disappointing, the compensation structure itself is functioning as designed — executives are not being rewarded with above-benchmark variable pay despite underperformance — so a FOR vote is appropriate on the program's structure.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing does not include the auditor fee table or disclose KPMG's tenure in the text provided, so neither the non-audit fee ratio trigger nor the tenure trigger can be confirmed; per policy, when tenure is not determinable from the filing the vote defaults to FOR, and KPMG is a Big 4 firm fully appropriate for a company of Charter's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Regarding Political Expenditures Report
The New York State Common Retirement Fund is a mainstream public pension fund — exactly the type of credible, fiduciary-minded institutional filer the policy treats seriously — and the proposal asks only for a periodic report disclosing the identity and amounts of direct corporate political contributions, a transparency measure with a low bar to support. Charter operates in a heavily regulated industry where political spending is a material governance and risk-management issue, and its direct cable-industry peers AT&T, Comcast, and Verizon already provide this disclosure, making Charter a conspicuous outlier with no compelling justification for the gap. Although prior-year support was low (approximately 19% and 22% in the two most recent votes), the merits independently justify a FOR vote: the ask is modest, the filer is credible, the company's opposition arguments (competitive harm, administrative burden) are undercut by the fact that industry peers already disclose without apparent competitive disadvantage, and greater transparency on regulatory-risk-related political spending directly benefits Charter shareholders.
Overall Assessment
This ballot is dominated by a severe stock performance problem: Charter's shares have lost 34% over three years while the company's own disclosed peer group gained 70%, a gap so large that ten of thirteen director nominees trigger the policy's underperformance threshold, with only three newly appointed directors (Davis, Patterson, Wargo/Slaski) exempt due to joining within the past 24 months. The Say on Pay vote is a FOR because the CEO's reported pay is modest and the compensation structure is genuinely working as designed — executives lost substantial paper value alongside shareholders — while the political spending disclosure proposal from a credible pension fund earns support on the merits despite low prior-year votes, given Charter's outlier status among its own cable peers.
Compensation Peer Group
32 companies disclosed in 2026 proxy filing