Time Warner Cable shareholders will have an opportunity to register their opinions about the golden parachute terms outlined this morning in the preliminary proxy for the proposed $45.2B merger sale to Comcast. But the company can ignore the advisory vote about the terms that, if the deal goes through, could provide TWC chief Rob Marcus with a nearly $80M golden parachute that includes $20.5M in cash, $56.5M in equity, $400,000 in benefits, and $2.5M in a supplemental bonus. The document warns that the amounts reflect the values of the packages as of March 12 and, since stock prices could change, include totals “that may or may not actually occur.” But the amounts also could be higher: For example, the tally reflects a $958,909 target bonus for Marcus pro rated to assume he left on March 12. The exec, who rose to the top job in January, has an annual target of $5M. The proxy says that Marcus and other TWC execs likely can say that they have “good reason” to resign after the deal “and collect the above severance benefits.” The 2010 Dodd-Frank Act entitles shareholders to vote on an advisory basis on golden parachutes. The companies urge TWC stock owners to support the terms, but provide no rationale for doing so. They add that since the vote “will not be binding on either TWC or Comcast” the outlays “will or may be paid…regardless of the outcome of the advisory (non-binding) vote of TWC stockholders.”
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