It’s not WrestleMania, but Time Warner Cable shareholders can expect more excitement than usual at their annual meeting this year: The company’s preliminary proxy, out this morning, includes proposals from Charter Communications and other investors that could create problems for TWC management as it tries to sell the No. 2 cable giant to No. 1 Comcast.
Charter — which was the runner up in the bidding contest, but hasn’t given up — wants to change the by-laws to fix the size of the TWC board at 13 instead of allowing directors to change it when they want. Charter plans to propose its own TWC board slate, and no doubt wants to ensure that directors don’t boost the size of the body to dilute the impact if the challengers win. TWC naturally urges shareholders to reject Charter’s candidates, and the proposal. “Recruiting qualified candidates is a challenging and time-consuming process, and the Board of Directors believes that it is in the best interests of the Company’s stockholders for the Board to retain the flexibility to either increase its size if a highly-qualified candidate becomes available or to decrease its size if a director declines to seek reelection or for other reasons,” the company says.
Charter also wants TWC investors to support a change in the by-laws to repeal any changes made without shareholder support after July 26, 2012. Here, too, TWC’s board urges a “no” vote saying that the resolution “represents no purpose other than to limit Board actions otherwise permitted by the Company’s governing documents and Delaware law.”
In addition to the Charter proposals, there’s a shareholder resolution that would require TWC to disclose its lobbying activities. The company counters that it already does enough to address “the concerns behind the current proposal” without “the operational and other costs its additional requirements would entail.” Another proposal would block the accelerated vesting of stock options for execs if there’s a change in control. Such a policy “seems inconsistent with a ‘pay for performance’ philosophy worthy of the name,” the resolution notes. TWC opposes saying that a change would “hinder the Company’s ability to attract and retain qualified executives.”
The preliminary proxy says the meeting will take place in NYC, but does not say when it will happen.