UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x☒                 Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Charter Communications, Inc.

(Name of Registrant as Specified in its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 17, 201614, 2019

Dear Stockholder:

You are invited to attend the annual meeting of stockholders of Charter Communications, Inc. (the “Company” or “Charter”), which will be held at the Four Seasons Hotel, 1111 14th Street, Denver, Colorado 802026350 S. Fiddler’s Green Circle, 2nd Floor (Room C), Greenwood Village, CO 80111 on Tuesday, April 26, 201623, 2019 at 8:30 a.m. (Mountain Daylight Time).

All stockholders of record at the close of business on February 29, 2016 are invited to attend the meeting. For security reasons, however, to gain admission to the meeting you may be required to present identification containing a photograph and to comply with other security measures. Parking at the hotel for the annual meeting will be complimentary.

Details of the business to be conducted at the annual meeting are provided in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to sign, date, and promptly return the enclosed proxy in the postage-paid envelope that is provided, or you may vote via the Internet pursuant to the instructions on the proxy card. If you decide to attend the annual meeting, you will have the opportunity to vote in person.

On behalf of the board of directors, I would like to express our appreciation for your continued interest in Charter.

Sincerely,

Thomas M. Rutledge

PresidentChairman and Chief Executive Officer

Charter Communications, Inc.

400 Atlantic Street

Stamford, CT 06901

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF

CHARTER COMMUNICATIONS, INC.

Matters to be voted on:

The proxy statement more fully describes these proposals.

All stockholders of record at the close of business on February 22, 2019 are invited to attend the meeting. For security reasons, however, to gain admission to the meeting you may be required to present identification containing a photograph and to comply with other security measures.

By order of the Board of Directors,

RICHARDRichard R. DYKHOUSEDykhouse

Corporate Secretary

March 17, 201614, 2019

CHARTER COMMUNICATIONS, INC.

PROXY STATEMENT

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on April 26, 2016.23, 2019. The 20162019 notice and proxy statement and the 20152018 annual report to stockholders are available atwww.proxyvote.com.

This proxy statement and the Notice of Internet Availability of Proxy Materials were first mailed to stockholders on or about March 17, 2016.14, 2019.

Questions and Answers about Voting and the Annual Meeting

What matters will be voted on at the annual meeting?

As a holder of Class A common stock, you are being asked to vote, on the following:

How does the board of directors recommend that I vote?

The board of directors recommends that you vote:

What if other matters come up at the annual meeting?

The items listed on the Notice of Annual Meeting of Stockholders are the only matters that we know will be voted on at the annual meeting. Your proxy gives discretionary authority to the persons named on the proxy card to vote on other matters. On such other business as may properly come before the meeting, your shares will be voted in the discretion and judgment of the proxy holder.

Who has been nominated for election as directors at the annual meeting?

The board of directors has nominated tenthirteen directors for election, all of whom are currently serving on our board of directors. The tenthirteen directors who have been nominated by the board of directors and agreed to serve as directors are Ms. Goodman and Messrs. Conn, Huseby, Jacobson, Maffei, Malone, Markley, Merritt, Meyer, Miron, Newhouse, Nair, Ramos, Rutledge and Zinterhofer.

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Who can vote at the annual meeting?

As of the close of business on February 29, 201622, 2019 (the “Record Date”), a total of 112,433,984224,971,942 shares of Class A common stock, including Charter Communications Holdings, LLC (“Charter Holdings”) common and preferred units on anas-if-converted or exchanged basis, are entitled to be voted by our stockholders at the annual meeting. Each holder of Class A common stock is entitled to one vote per share. Advance/Newhouse Partnership (“A/N”) holds one share of our Class B common stock, which is entitled to a number of votes equal to the number of shares of Class A common stock into which the Charter Holdings common and preferred held by A/N may be converted or exchanged. The enclosed proxy card indicates the number of Class A shares that our records show you are entitled to vote. There are no other classes of common stock outstanding.

What is the difference between being a stockholder of record and a beneficial owner?

You are a stockholder of record if at the close of business on the Record Date your shares were registered in your name with Computershare Shareowner Services, our transfer agent and registrar.

You are a beneficial owner if at the close of business on the Record Date, your shares were held by a brokerage firm or other nominee and not directly in your name, but are held in “street name.” As the beneficial owner of your shares, you have the right to direct your broker or other nominee how to vote your shares, i.e., for or against the proposals to be considered at the annual meeting. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. See,“What “What if I do not provide instructions on how to vote my shares,shares?” below.

What do I do if my shares are held in “street name”?

If your shares are held in the name of your broker or other nominee, you should return your proxy in the envelope provided by your broker or nominee or instruct the person responsible for holding your shares to execute a proxy on your behalf. In either case, your shares will be voted according to your instructions.

What if I do not provide instructions on how to vote my shares?

If you are a stockholder of record and you submit a proxy, but do not provide voting instructions, your shares will be voted for the election of the Company’s director nominees, and “FOR” the Company’s proposals as described above.above and “AGAINST” each of the stockholder proposals.

If you are a beneficial owner and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or nominee has discretionary authority to vote for certain proposals, but not others pursuant to the rules of NASDAQ and the Securities and Exchange Commission (“SEC”). Brokers and other nominees have the discretion to vote on routine matters such as Proposal 4,3, but not onnon-routine matters such as Proposals 1, 2, 4 or 3.5. Therefore, if you do not provide voting instructions to the broker or nominee that holds your shares, the broker or nominee may only vote for Proposal 43 and any other routine matters properly presented for a vote at the annual meeting.

What is the quorum required for the meeting?

We will hold the annual meeting if holders of shares having a majority of the voting power of the Class A commonCharter’s capital stock as of the Record Date either sign and return their proxy cards, vote via the Internet or attend the meeting. If you sign and return your proxy card or vote via the Internet, your shares will be counted to determine whether we have a quorum, even if you fail to indicate your vote.

Abstentions and broker “non-votes”“non-votes” will be counted as present for purposes of determining whether a quorum exists at the annual meeting.

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How are brokernon-votes and abstentions treated?

If an executed proxy is returned by a broker holding shares in street name that indicates that the broker does not have discretionary authority as to certain shares to vote on one or more matters (a brokernon-vote), such

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shares will be considered present at the meeting for purposes of determining a quorum on all matters, but will not be considered to be votes cast with respect to such matters.

A stockholder may vote to “abstain” on any of the proposals. If you vote to “abstain,” your shares will be counted as present at the meeting for purposes of determining a quorum on all matters, but will not be considered to be votes cast with respect to such matters. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes cast in connection with each proposal.

With respect to each of the proposals, brokernon-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the annual meeting. In addition, because they do not count as votes cast, assuming a quorum is present, abstentions from voting, brokernon-votes or a stockholder’s other failure to vote will have no effect on the applicable proposal.

In order to minimize the number of brokernon-votes, the Company encourages you to vote or to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice of Annual Meeting of Stockholders.

What is the vote required for the proposals on the agenda?

The affirmative vote of the holders of a majority of Class A sharesthe votes cast is required for approval of the matters in Proposals 1, 2, 3, 4 and 4.5. Abstentions and brokernon-votes are not considered votes cast. Accordingly, assuming a quorum is present, abstentions, brokernon-votes and a stockholder’s other failure to vote will have no effect on the applicable proposal.

What are my choices in the proposals on the agenda?

On Proposal 1, for each of the Class A director nominees you can vote your shares “FOR” a nominee, “AGAINST” a nominee or you can abstain from voting. On Proposals 2, 3, 4 and 4,5 you can (1) vote for“FOR” a proposal, (2) vote against“AGAINST” a proposal, or (3) abstain from voting.

How do I vote by proxy?

Follow the instructions on the enclosed proxy card. Sign and date the proxy card and mail it back to us in the enclosed envelope. If you receive more than one proxy card it may mean that you hold shares in more than one account. Sign and return all proxy cards to ensure that all of your shares are voted. The proxy holder named on the proxy card will vote your shares as you instruct. If you sign and return the proxy card but do not indicate your vote, the proxy holder will vote on your behalf “FOR” each of the director nominees and the ProposalsCompany proposals as noted above.above and “AGAINST” each of the stockholder proposals and will also have discretionary authority to vote your shares on any other matter that is properly brought before the annual meeting. Stockholders may also vote their proxy by using the toll free number listed on the proxy card and following the instructions.

Can I vote via the Internet?

Stockholders with shares registered in their names with Computershare Shareowner Services, our transfer agent, may authorize a proxy via the Internet at the following addressaddress:www.proxyvote.com. A number of brokerage firms and banks participate in a program that permits Internet voting. If your shares are held in an account at a brokerage firm or bank that participates in such a program, you may direct the vote of those shares by following the instructions on the voting form enclosed with the proxy from the brokerage firm or bank.

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Proxies submitted via the Internet must be received by 11:59 p.m. (EDT) on April 25, 2016.22, 2019. Please refer to your voting instruction form and/or your proxy card for specific voting instructions. If you vote this year’s proxy via the Internet, you may also elect to receive future proxy and other materials electronically by following the instructions when you vote. Making this election will save the Company the cost of producing and mailing these documents.

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Can I change my vote after I return my proxy card?

Yes. At any time before the vote at the annual meeting, you can change your vote either by giving our Corporate Secretary a written notice revoking your proxy card, or by signing, dating and submitting a new later- dated proxy card via the Internet, by telephone or by mail. We will honor the latest dated proxy card which has been received prior to the closing of the voting. You may also attend the meeting and vote in person.

Can I vote in person at the annual meeting rather than by completing the proxy card?

Although we encourage you to complete and return the proxy card to ensure that your vote is counted, you can attend the annual meeting and vote your shares in person. If you wish to attend the annual meeting and vote your shares in person and you are the beneficial owner of your shares, you must obtain the documents required to vote your shares in person at the annual meeting from your broker or nominee.

Is my vote confidential?

We will maintain the confidentiality of proxy cards and other votes that identify individual stockholders unless disclosure is required by law.

Who will count the votes?

Broadridge Financial Solutions, Inc. has been appointed to receive and tabulate stockholder votes and to act as the inspector of election and certify to the election results.

Who is soliciting my vote?

The board of directors is soliciting your vote. In addition, we retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with our 20162019 annual meeting of stockholders at a total cost of approximately $20,000 plus expenses. Charter expects to solicit proxies primarily by mail, but directors, officers and other employees of Charter may also solicit in person or by internet, telephone or mail. Contact information for the proxy solicitor appears below.

Proxy Solicitor

Charter stockholders who need assistance in voting their shares or need a copy of this proxy statement should contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor

New York City, New York 10022

Stockholders may call toll free: (888)750-5834

Banks and brokers may call collect: (212)750-5833

Who pays for this proxy solicitation?

The Company pays for the proxy solicitation. We will ask banks, brokers and other nominees and fiduciaries to forward the proxy material to the beneficial owners of the Class A common stock and to obtain the authority of executed proxies. We will reimburse them for their reasonable expenses.

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Where can I find the voting results of the annual meeting?

We will report the voting results on a Current Report on Form8-K that we will file with the Securities and Exchange Commission within four business days after the date of the meeting and that we will post on our website promptly after the meeting.

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Proposal No. 1: Election of Class A Directors

(Item 1 on Proxy Card)

The size of our board of directors is eleven,thirteen, and we currently have tenthirteen members standing as nominees for election. At this time, the board has determined not to fill the vacancy created in 2013 and proxiesProxies cannot be voted for a greater number of persons than the number of nominees named. Pursuant to the Company’s Certificate of Incorporation and By-Laws, the vacancy may be filled at a later date by a majority vote of the directors. As set forth in more detail below, the Nominating and Corporate Governance Committee of the board of directors has determined that a majority of the tenthirteen current directors are independent.

Each of our directors is elected on an annual basis. The board of directors is soliciting your vote for the Class A directors to be elected at the annual meeting of stockholders. Once elected, each of the directors will hold office until his or her successor is elected, or he or she resigns or is otherwise removed.

Under the Amended and Restated Stockholders Agreement, dated May 23, 2015, among Charter, Liberty Broadband Corporation (“Liberty Broadband”), A/N and the former Charter Communications, Inc. (the “Stockholders Agreement”), and Charter’s amended and restated certificate of incorporation, the number of Charter’s directors is fixed at thirteen, and includes its chief executive officer. Under the Stockholders Agreement, Liberty Broadband currently has the right to designate up to three directors as nominees for Charter’s board of directors and A/N currently has the right to designate up to two directors as nominees for Charter’s board of directors. Of our current directors, Messrs. Maffei, Meyer and Nair were appointed by Liberty Broadband and Messrs. Miron and Newhouse were appointed by A/N.

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE CLASS A DIRECTOR NOMINEES.

Information about the Class A Director Nominees

The following information concerns the tenthirteen individuals who have been nominated by the board of directors for election by the Class A stockholders. Each of the following individuals currently serves as a Class A director.

Thomas M. Rutledge, 65, has been the Chairman of the board of directors of Charter since May 2016 and Chief Executive Officer of the Company since February 2012. He previously also served as President of the Company from February 2012 to July 2016 and as a director since February 2012. Prior to joining Charter, Mr. Rutledge served as Chief Operating Officer of Cablevision from April 2004 until December 2011. A40-year cable industry veteran, Mr. Rutledge served as president of Time Warner Cable prior to joining Cablevision. Mr. Rutledge currently serves on the boards of the National Cable and Telecommunications

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Association (“NCTA”), CableLabs andC-SPAN and formerly served as Chairman of the NCTA. In 2011, he received NCTA’s Vanguard Award for Distinguished Leadership, the cable industry’s highest honor. He is a member of the Cable Hall of Fame and was inducted into the Broadcasting and Cable Hall of Fame in 2011. He received a B.A. in economics from California University in California, Pennsylvania. We believe Mr. Rutledge’s qualifications to sit on Charter’s board include his many years of experience as an executive in the media industry.

Eric L. Zinterhofer, 47, has been the Lead Independent Director of Charter’s board of directors since May 2016. He was elected to the board of Charter in November 2009 and served asnon-executive Chairman of the board from December 2009 through May 2016. In 2010, Mr. Zinterhofer founded Searchlight Capital Partners, L.P., a private equity firm. Previously, he served as a senior partner at Apollo Management, L.P. and was with Apollo from 1998 until May 2010. Mr. Zinterhofer is a director of Global Eagle Entertainment, Inc., Hemisphere Media Group, Liberty Latin America Ltd., Roots Corporation and TouchTunes Interactive Networks, Inc. From 2004 to 2013, Mr. Zinterhofer was a director of Central European Media Enterprises Ltd. Mr. Zinterhofer also served as a director of Hunter Boot Limited from 2012 to 2015, Integra Telecom, Inc. from 2012 to 2015, Liberty Cablevision of Puerto Rico from 2012 to 2018, General Communication Inc. from 2015 to 2018, 160 Over Ninety LLC from 2016 to 2018, iPCS, Inc. from 2005 to 2009 and as a director of Affinion Group, Inc. from 2005 to 2010. Mr. Zinterhofer received B.A. degrees with Honors in Economics and European History from the University of Pennsylvania and received an M.B.A. from Harvard Business School. We believe Mr. Zinterhofer’s qualifications to sit on Charter’s board include his experience as a director and in the banking and investment industries.

W. Lance Conn, 47,50, was electedappointed to the board of directors of Charter on November 30, 2009. Prior to November 30, 2009, Mr. Conn previously served on Charter’s board of directors since September 2004. From July 2004 to May 2009, Mr. Conn served as the President of Vulcan Capital, the investment arm of Vulcan, Inc. Mr. Conn served asand was an officer of Charter Investment, Inc. prior to and during the time of its Chapter 11 bankruptcy proceedings filed concurrently with Charter’s Chapter 11 proceedings. From 2008July 2004 to 2010,May 2009, Mr. Conn served as the President of Vulcan Capital, the investment arm of Vulcan, Inc. Prior to Vulcan, Mr. Conn was employed by America Online, Inc. from March 1996 to May 2003. From September 1994 to February 1996, Mr. Conn was an attorney with Shaw, Pittman, Potts & Trowbridge LLP in Washington, D.C. Mr. Conn was previously a director of Plains All American Pipeline, L.P. and Plains G.P. Holdings, L.P.Vulcan Energy Corporation, where he served as chairman. Mr. Conn also previously served as a director of the Seattle Seahawks, the Portland Trailblazers and Oxygen Media, and as an advisor to Makena Capital Management and Global Endowment Management. Mr. Conn holds a J.D. degree from the University of Virginia, a M.A. degree in history from the University of Mississippi and a B.A. degree in history from Princeton University. We believe Mr. Conn’s qualifications to sit on Charter’s board include his experience in the media business and as a director.

Michael P. HusebyKim C. Goodman, 61,53, was appointedelected to the board of directors of Charter on May 1, 2013 in connection with the Stockholders Agreement (described below under Nomination and QualificationsJuly 26, 2016. Ms. Goodman has served as President, Card Services of Directors, the “Stockholders Agreement”) with Liberty Broadband Corporation (“Liberty Broadband”)Fiserv, Inc., a stockholderleading global provider of Charter holding a 25.62% beneficial ownership interest. Since August 2015, Mr. Huseby has been serving as the Executive Chairman of the Board of Directors of Barnes & Noble Education, Inc. Previously, Mr. Husebyfinancial services and technology solutions, since April 2018. Ms. Goodman served

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as the Chief Executive Officer and President of Worldpay US until February 2018 and, prior to that, Ms. Goodman held various positions at American Express Company, a member of the Board of Directors of Barnes & Noble, Inc. (B&N) beginning in January 2014. Mr. Husebyfinancial services company, from 2007 to 2014, where she was President, American Express Global Business Travel from 2011 to 2013, President, Merchant Services Americas from 2010 to 2011, and Executive Vice President, Merchant Services North America from 2007 to 2010. Ms. Goodman previously served as Presidenta director of B&NAlcatel-Lucent SA, Brocade Communications Systems, BlueTarp Financial, Inc., National Life Insurance Company and CEO of B&N’s NOOK Media subsidiary beginning in July 2013. From March 2012, when he first joined B&N, until July 2013, he served as Chief Financial Officer of B&N. From 2004 to 2011, Mr. Huseby served as Executive Vice President and Chief Financial Officer of Cablevision Systems Corporation and served on its Board of Directors from 2000 to 2001. In addition, Mr. Huseby spent over 20 years at Arthur Andersen asAutoNation, Inc. Ms. Goodman received a Global Equity Partner. Mr. Huseby holds aB.A. degree in business administrationpolitical science from Stanford University, an M.S. degree in industrial engineering from Stanford University and an M.B.A. degree from Harvard Business School. Ms. Goodman brings software, networking, financial services and customer service experience to the Leeds School, University of Colorado at Boulder. We believe Mr. Huseby’s qualifications to sit on Charter’s Board include his extensiveboard from her experience in the cable television industryexecutive leadership roles at Fiserv, Worldpay US and American Express Company and having previously held senior leadership positions in financialboth software and business matters.networking at Dell Inc.

Craig A. Jacobson, 63,66, was elected to the board of directors of Charter on July 27, 2010. Mr. Jacobson is a founding partner at the law firm of Hansen, Jacobson, Teller, Hoberman, Newman, Warren, Richman, Rush, and

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Kaller & Gellman, L.L.P., where he has practiced entertainment law for the past 2531 years. Mr. Jacobson has been a member of the Boardboard of Directorsdirectors of Expedia, Inc. since December 2007, and Tribune Media Company since December 31, 2012.2012, and Oaktree Strategic Income Corporation (OCSIC) and Oaktree Specialty Lending Corporation (OCSLC) since 2017. Mr. Jacobson was a director of Ticketmaster from August 2008 until its merger with Live Nation Entertainment Company in January 2010. Mr. Jacobson received hisa Bachelor of Arts degree from Brown University, in 1974, where he was a member of Phi Beta Kappa, and his J.D. degree with Honors from George Washington University School of Law in 1979.Law. We believe Mr. Jacobson’s qualifications to sit on Charter’s board include his media and business experience.

Gregory B. Maffei, 55,58, was appointed to the board of directors of Charter onin May 1, 2013 in connection with the Stockholders Agreement.2013. Mr. Maffei has served as the Chief Executive Officer, President and Director of Liberty Broadband, since its spin-off from Liberty Media Corporation (“Liberty Media”) in November 2014. He has also served as the President and Chief Executive Officer and a director of Liberty Media since August 2012. He served asand the President and Chief Executive Officer of the company now known as Starz fromLiberty Media Corporation (including its predecessor) since May 2007, to JanuaryLiberty Broadband Corporation since June 2014 and GCI Liberty, Inc. since March 2018. He has served as a director, the President and Chief Executive Officer of Liberty TripAdvisor Holdings, Inc. since July 2013 and as its Chairman of the Board since January 2013June 2015. He has served as the Chairman of the Board of Qurate Retail, Inc., which was formerly known as Liberty Interactive Corporation (including its predecessor), since March 2018, and as a director of Qurate (including its predecessor) since May 2007. He hasNovember 2005. Mr. Maffei also served as the President and Chief Executive Officer of Liberty Interactive Corporation since(including its predecessor) from February 2006 to March 2018, having served asCEO-Elect from November 2005 through February 2006. Prior thereto, Mr. Maffei served as the President and Chief Financial Officer of Oracle Corporation, Chairman, President and Chief Executive Officer of 360networks Corporation, and Chief Financial Officer of Microsoft Corporation. Mr. Maffei has served as (i) Chairman of the Board of Qurate since March 2018 and a director of Qurate (formerly Liberty Interactive) since November 2005. Mr. Maffei has also served as: (i) a director of Liberty TripAdvisor Holdings, Inc. since August 2014,2005, (ii) the Chairman of the Board of Liberty TripAdvisor, Inc. since June 2015 and a director of TripAdvisor, Inc. since FebruaryJuly 2013, (iii) the Chairman of the Board of Live Nation Entertainment, Inc. since March 2013 and a director since February 2011, (iv) the Chairman of the Board of Sirius XM Holdings Inc. since April 2013, and as a director of Zillow, Inc. since May 2005, andMarch 2009; (v) the Chairman of the Board of TripAdvisor, Inc. since February 2013; and (vi) a director of Sirius XM RadioZillow Group, Inc. since March 2009. HeFebruary 2015, having previously served as a director of B&Nits predecessor, Zillow, Inc., from September 2011May 2005 to April 2014. Mr. Maffei alsoFebruary 2015. He previously served as (i) a director of DIRECTV and its predecessors from February 2008 to June 2010; (ii) a director of Electronic Arts, Inc. from June 2003 to July 2013; (iii) a director of Barnes & Noble, Inc. from September 2011 to April 2014; and (iv) Chairman of the Board of Starz from January 2013 until July 2013.its acquisition by Lions Gate Entertainment Corp. in December 2016, and (vi) Chairman of the Board of Pandora Media, Inc. from September 2017 to February 2019. Mr. Maffei is a member of the Board of Trustees of Dartmouth College and the Council on Foreign Relations. Mr. Maffei has an M.B.A. from Harvard Business School, where he was a Baker Scholar, and a B.A. from Dartmouth College. We believe Mr. Maffei’s qualifications to sit on Charter’s board include his significant financial and operational experience.

John C. Malone, 75, was appointed to the board of directors of Charter on May 1, 2013 in connection with the Stockholders Agreement. Mr. Malone has served as the Chairman of the Board of Liberty Interactive Corporation (including its predecessors) since 1994, as Chairman of the Board of Liberty Media since August 2011 and as a director since December 2010 and as Chairman of the Board of Liberty Broadband, since its spin-off from Liberty Media in November 2014. He also served as Liberty Interactive Corporation’s Chief Executive Officer from August 2005 through February 2006. Mr. Malone has also served as the Chairman of the Board of Liberty Global, Plc. since June 2013, having previously served as Chairman of the Board of Liberty Global, Plc.’s predecessor, Liberty Global, Inc. from June 2005 to June 2013. Mr. Malone previously served as Chairman of the Board of Starz from August 2011 to January 2013, and served as a director from December 2010 to January 2013. Mr. Malone has also served as: (i) a director of Lions Gate Entertainment Corp. since March 2015, (ii) a director of Discovery Communications, Inc. since September 2008, and (iii) a director of Expedia, Inc. since December 2012, having previously served as a director from August 2005 to November 2012. He previously served as a director of Ascent Capital Group, Inc. from January 2010 to September 2012 and a director of SiriusXM Radio from April 2009 to May 2013. Mr. Malone was a Phi Beta Kappa and merit scholar at Yale University where he obtained a Bachelor of Science in Electrical Engineering and Economics in 1963. He

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also received a Master of Science in Industrial Management from Johns Hopkins in 1964 and a Doctor of Philosophy (Ph.D.) in Operations Research from Johns Hopkins in 1967. We believe Mr. Malone’s qualifications to sit on Charter’s board include his extensive experience in the media and telecommunications industry.

John D. Markley, Jr., 50,53, was elected to the board of directors of Charter on November 30, 2009. Mr. Markley has served asis Managing Director of Bear CreekNew Amsterdam Growth Capital, Management, an investment firm focused on public and private companies in the communications, media and technology industries, since 2009.industries. From 1996 to 2009, Mr. Markley was a partner at Columbia Capital, a venture capital firm. Mr. Markley currentlyis a director of Interdigital, Inc. where he serves as chairmanthe Chair of its audit and finance/investment committees. Mr. Markley previously served as Chairman of the board of BroadSoft, Inc., until its acquisition by Cisco Systems, Inc. in February 2018 where he also servesserved on the auditcompensation committee and compensation committees. Mr. Markley previously served as a director of Millennial Media, Inc. from July 2006 to May 2014. Mr. Markley received a B.A. degree from Washington & Lee University and an M.B.AM.B.A. degree from Harvard Business School. We believe Mr. Markley’s qualifications to sit on Charter’s board include his experience in the telecommunications and media industries.

David C. Merritt, 61,64, was electedappointed to the board of directors of Charter onin December 15, 2009, and was also appointed as Chairman of Charter’s Audit Committee at that time. Prior to December 15, 2009, Mr. Merritt previously served on Charter’s board and Audit Committee since 2003.from 2003 through November 2009. Mr. Merritt is a private investor and consultant. From March 2009 to December 2013, he served as the president of BC Partners, Inc., a financial advisory firm. From October 2007 to March 2009, Mr. Merritt served as Senior Vice President

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and Chief Financial Officer of iCRETE, LLC. Mr. Merritt is a director of Taylor Morrison Home Corporation and of Calpine Corporation and he serves as the Chairman of the Audit Committee of Calpine Corporation and a member of the Audit Committee of Taylor Morrison Home Corporation. Mr. Merritt also served as a director of Buffet Restaurants Holdings, Inc. until August 2015 and of Outdoor Holdings, Inc. until May 2013. From 1975 to 1999, Mr. Merritt was an audit and consulting partner of KPMG serving in a variety of capacities during his years with the firm, including national partner in charge of the media and entertainment practice. Mr. Merritt sits on the board of directors of Taylor Morrison Home Corporation and serves as Chair of its Audit Committee and as a member of its Nominating and Governance Committee. Mr. Merritt previously served as a director and as the Chairman of the Audit Committee of Calpine Corporation until March 2018. He was also a director of Buffet Restaurants Holdings, Inc. until August 2015 and he served as a director of Outdoor Holdings, Inc. until May 2013. Mr. Merritt holds a B.S. degree in Business and Accounting from California State University — Northridge. We believe Mr. Merritt’s qualifications to sit on Charter’s board include his many years of experience with a major accounting firm, as a director and audit committee member, and in the media industry.

James E. Meyer, 64, was appointed to the board of directors of Charter in July 2018. Mr. Meyer has been the Chief Executive Officer of Sirius XM Holdings Inc., an audio entertainment provider, since December 2012 and has been a director since January 2013. Previously, Mr. Meyer was the President, Operations and Sales, of Sirius XM. Prior to joining Sirius XM in May 2004, Mr. Meyer was the President of Aegis Ventures, a general management consulting company. Before Aegis, he held a number of senior management positions in consumer electronics over a 25 year period, including as the Senior Executive Vice President of Digital Media Solutions of Thomson, a worldwide leader in consumer electronics. Prior to joining Thomson, Mr. Meyer held senior management positions at General Electric and RCA. Mr. Meyer is Chairman of the board of directors of TiVo Corporation (and Rovi Corporation prior to its merger with TiVo Corporation). He previously served as a director of Pandora Media, Inc. from September 2017 to February 2019. We believe Mr. Meyer’s qualifications to sit on Charter’s board include his expertise in media and business.

Steven A. Miron, 52, was elected to the board of directors of Charter on May 18, 2016. Mr. Miron is a senior executive officer with the Advance/Newhouse companies, which is a global, diversified privately-owned group of media and technology companies. He served as Chief Executive Officer of Bright House Networks from May 2008 until May 2016, when it was acquired by Charter, and as President of Bright House Networks from July 2002 to May 2008. Mr. Miron serves as a director of Discovery Communications and was previously a member of the board of directors ofC-SPAN, the National Cable & Telecommunications Association and CableLabs. Mr. Miron also currently serves on the Crouse Health Foundation Board of Trustees and the board of directors for the Jewish Community Foundation of Central New York. In the past, he served for several years on the board of directors and executive committee for CTAM and the board of directors for Emma Bowen Foundation and CTAM Educational Foundation. Mr. Miron is a graduate of American University. We believe that through his experience as a cable television executive, Mr. Miron has developed a deep understanding of our industry and his expertise in the cable television industry makes him a valued presence on our board.

Balan Nair, 49,52, was appointed to the board of directors of Charter onin May 1, 2013 in connection with the Stockholders Agreement.2013. Mr. Nair hasis President and Chief Executive Officer and a director of Liberty Latin America Ltd., an integrated telecommunications company focused on the Caribbean Islands and Latin America. He previously served as the Executive Vice President and Chief Technology and Innovation Officer for Liberty Global Plc.plc since 2012, having previously servedand as Senior Vice President and Chief Technology Officer since July 2007. Prior toBefore joining Liberty Global, from December 2006 through June 2007, Mr. Nair served as the chief technology officerExecutive Vice President and Chief Technology Officer of AOL LLC, a global web services company. Prior to his role at AOL, he spent more than 5 years at Qwest Communications International Inc., most recently as Chief Information Officer and Chief Technology Officer. Mr. Nair sits on the board of directors and compensation committee of Adtran Corporation. He also sits on the boardMr. Nair previously served as a director of Telenet Group Holding, N.V., which trades on EN Brussels. He holds a patent in systems development and is a Licensed Professional Engineer in Colorado. Mr. Nair holds an M.B.A. and a B.S. in electrical engineering, both from Iowa State University. We believe Mr. Nair’s qualifications to sit on Charter’s board include his operational and technology experience.

Thomas M. RutledgeMichael A. Newhouse, 62, was appointed as a director and President and Chief Executive Officer of the Company effective on February 13, 2012. Prior to joining Charter, Mr. Rutledge served as Chief Operating Officer of Cablevision from April 2004 until December 2011. A 38-year cable industry veteran, Mr. Rutledge previously served as president of Time Warner Cable. Mr. Rutledge currently serves on the board of the National Cable and Telecommunications Association (“NCTA”). He served as Chairman of the NCTA from 2008 to 2010, and currently serves on the boards of CableLabs and C-SPAN. In 2011, he received NCTA’s Vanguard Award for Distinguished Leadership, the cable industry’s highest honor. He is a member of the Cable Hall of Fame and was inducted into the Broadcasting and Cable Hall of Fame in 2011. He received a B.A. in economics from California University in California, Pennsylvania in 1977. We believe Mr. Rutledge’s qualifications to sit on Charter’s board include his many years of experience as an executive in the media industry.

Eric L. Zinterhofer, 44,59, was elected to the board of directors of Charter on November 30, 2009May 18, 2016. Mr. Newhouse is a director and senior executive officer with the Advance/Newhouse companies. Advance/

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Newhouse is a global, diversified privately-owned group of media companies that operates Condé Nast, which produces high quality content in a variety of media formats, including print, digital and video, for audiences throughout the world. The Advance/Newhouse companies also operate: local media companies that publish newspapers in over 25 cities in the United States, as non-executivewell as websites and other digital products; American City Business Journals, which publishes business journals and websites and other digital products in 40 cities in the United States; 1010data, Inc., which offers data platforms and analyses for large data sets; POP, Inc., a digital marketing agency; Advance/Newhouse also holds an approximately 13% interest in Charter Communications; anon-controlling interest in Discovery Communications, Inc., which provides cable television channels and programming in various countries throughout the world; and is the majority owner of Reddit, Inc. Mr. Newhouse is a graduate of Tufts University. We believe that Mr. Newhouse’s experience in the cable television and media industries make him a valued presence on our board.

Mauricio Ramos, 50, was elected to the board of directors of Charter on May 18, 2016. Mr. Ramos has been the Chief Executive Officer of Millicom International Cellular S.A., a Luxembourg public liability company traded on the Stockholm and U.S. NASDAQ stock exchange, since April 2015. Millicom is a leading telecommunications and media company dedicated to emerging markets in Latin America and Africa. Before joining Millicom, he was President of Liberty Global’s Latin American division, a position he held from 2006 until February 2015. During his career at Liberty Global, Mauricio held several leadership roles, including positions as Chairman and CEO of VTR in Chile and President of Liberty Puerto Rico. Mr. Ramos is currently Chairman of the board on December 1, 2009. In 2010, Mr. Zinterhofer founded Searchlight Capital

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Partners, L.P., a private equity firm. Previously,Board of TEPAL, the Latin American Association of Cable Broadband Operators and he previously served as a senior partner at Apollo Management, L.P. and was with Apollo from 1998 until May 2010. Mr. Zinterhofermember of the board of directors of the GSMA. He is a directorcitizen of Dish TV India, Ltd., General Communications, Inc., TouchTunes Interactive Networks, Inc., Roots Corporation, Roots USA Corporationthe United States and Leo Cable LLC. From 2004 to 2013, Mr. Zinterhofer wasColombia who received a director of Central European Media Enterprises Ltd. Mr. Zinterhofer also served as a director of Hunter Boot Limited from 2012 to 2015 and Integra Telecom, Inc. from 2012 to 2015. Mr. Zinterhofer received B.A. degrees with Honorsdegree in Economics, a degree in Law, and European Historya postgraduate degree in Financial Law from the University of Pennsylvania and received an M.B.A. from Harvard Business School.Universidad de los Andes in Bogota. We believe that Mr. Zinterhofer’s qualifications to sit on Charter’s board include hisRamos’ experience as a director and in the bankingtelecommunications and investment industries.media industries make him a valued presence on our board.

Board of Directors and Committees of the Board of Directors

Our board of directors meets regularly throughout the year on an established schedule. The board also holds special meetings and executive sessions and acts by written consent from time to time as necessary. The Company held an annual stockholders’ meeting in 2015,2018, which all but oneten of the then-current directors attended. Members of the board of directors are encouraged to attend the annual meeting each year. In 2015,2018, the full board of directors held eleventen meetings and acted threetwo times by unanimous written consent. In 2015,2018, the members of board of directors unaffiliated with Liberty or A/N also held two meetings of the independent directors.acted once by unanimous written consent. All directors attended 75% or more of the aggregate meetings of the board and of the board committees on which they served during 2015 with the exception of Mr. Malone who attended 67% of such meetings.2018.

The board of directors delegates authority to act with respect to certain matters to board committees whose members are appointed by the board of directors. The committees of the board of directors include the following: Audit Committee, Compensation and Benefits Committee, Nominating and Corporate Governance Committee, Section 162(m) Committee and a Finance Committee. The Audit, Compensation and Benefits, Nominating and Governance and Finance Committees each have a charter that is available on our website,www.charter.com.

Charter’s Audit Committee is responsible for overseeing the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements, reviewing the work of the independent registered public accounting firm (including resolution of disagreements between management and the public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and reviewing our Risk Management Program. Therisk management program. During 2018, the Audit Committee members in 2015 consisted of Messrs. Merritt Huseby and Markley.Markley and Ms. Goodman. Mr. Merritt is Chairman of the Audit Committee. Charter’s board of directors has determined that, in its judgment, Mr. Merritt is an audit committee financial expert within the meaning of the applicable federal regulations. All members of the Audit Committee were determined by the board of directors in 20152018 to be independent in accordance with the listing standards of NASDAQ and Rule10A-3 of the Securities Exchange Act of 1934, as amended. The Audit Committee met four times in 2015.2018 and acted two times by unanimous written consent.

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The Compensation and Benefits Committee reviews and approves the compensation of the senior management of the Company and its subsidiaries. During 2015,2018, Messrs. Conn, Maffei, Miron, Ramos and Zinterhofer served on the Compensation and Benefits Committee was comprised of Messrs. Conn, Maffei and Zinterhofer.Committee. Mr. Conn served as the Chairman of the Compensation and Benefits Committee during 2015.2018. All members of the Compensation and Benefits Committee were determined by the board of directors in 20152018 to be independent in accordance with the listing standards of NASDAQ and Rule 10C of the Securities Exchange Act of 1934, as amended. The Compensation and Benefits Committee met sixfive times in 2015 and acted three times by unanimous written consent.2018.

The Nominating and Corporate Governance Committee oversees corporate governance, including recommending board and committee nominations and the corporate guidelinesCorporate Governance Guidelines and determining director independence. TheDuring 2018, Messrs. Markley, Jacobson, Newhouse and Zinterhofer served on the Nominating and Corporate Governance Committee membersfor the full year. Dr. Malone served on the committee until his appointment as director emeritus in 2015 were Messrs. Markley, Jacobson and Malone.July 2018. Mr. Meyer served on the committee from his appointment to the board in July 2018. Mr. Markley is the Chairman of the Nominating and Corporate Governance Committee. All members of the Nominating and Corporate Governance Committee were determined by the board in 20152018 to

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be independent in accordance with the listing standards of NASDAQ. The Nominating and Corporate Governance Committee considers candidates proposed by stockholders if adequate information is submitted in a timely manner (see “Nomination and Qualifications of Directors” below). The Nominating and Corporate Governance Committee met four times in 2015.2018.

The Section 162(m) Committee reviews the Company’s compensation for purposes of qualifying as performance-related compensation and thus meeting the provisions under Internal Revenue Code Section 162(m) for deductibility. In 2015,2018, the Section 162(m) Committee was comprised of Messrs. Conn and Zinterhofer. In 2015,2018, this committee acted two timesone time by unanimous written consent.

The Finance Committee reviews the Company’s financing activities and approves the terms and conditions of certain financing transactions, referred to it by the board of directors, in consultation with the Company’s legal and financial advisors. During 2018, Messrs. Conn, Maffei, Merritt, Newhouse and Zinterhofer served on the Finance Committee. The Finance Committee in 2015 consisted of Messrs. Maffei, Merrittmet once and Zinterhofer. The Finance Committee did not meetacted five times by unanimous written consent during 2015 as the full board acted on all financing matters in 2015.2018.

From time to time, the board of directors may create “ad hoc” committees for specific projects or transactions. There were no ad hoc committees created in 2015.2018.

The Company’s Nominating and Corporate Governance Committee of the board of directors and the board of directors have determined that a majority of the tenthirteen current directors are independent. The Committee hasand the board of directors have specifically determined that Ms. Goodman and Messrs. Conn, Huseby, Jacobson, Markley, Merritt, Meyer, Nair, Ramos and Zinterhofer are independent directors under NASDAQ rules. The Nominating and Corporate Governance Committee and the board of directors also determined that Mr. Maffei is independent under the NASDAQ rules; however, his status or relationship with Liberty Broadband, a stockholder of the Company, prohibits an independence finding under SEC rules for Audit Committee membership purposes. Similarly, the Nominating and Corporate Governance Committee and the board of directors determined that Messrs. MaffeiMiron and MaloneNewhouse are independent under the NASDAQ rules; however, their status or relationship with Liberty Broadband, an affiliate andA/N, a stockholder of the Company, prohibits an independence finding under SEC rules for Audit Committee membership purposes. The Nominating and Corporate Governance Committee and the board of directors further determined that Messrs. Maffei, Miron and Malone’sNewhouse’s status or relationship with an affiliatea stockholder of the Company does not prohibit a finding of independence under SEC rules and NASDAQ Rule 5605(d)(2) for Compensation and Benefits Committee membership purposes. Mr. Rutledge is the PresidentChairman of the Board and Chief Executive Officer of the Company and is thus not independent.

Nomination and Qualifications of Directors

Candidates for director are nominated by the board of directors, based on the recommendation of the Nominating and Corporate Governance Committee.Committee and subject to certain requirements under the Stockholders

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Agreement. Charter’s Corporate Governance Guidelines provide that, among other things, candidates for new board membership to be considered by Charter’s board of directors should be individuals from diverse business and professional backgrounds with unquestioned high ethical standards and professional achievement, knowledge and experience. Candidates should include diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. The Nominating and Corporate Governance Committee does not haveGuidelines provide that a formal policycandidate’s contribution of diversity to the board of directors (based on common factors associated with respectdiversity such as gender and ethnicity) will be one of the many elements to diversity; however,be considered in evaluating candidates. Further, the board of directors and the Nominating and Corporate Governance Committee believe that it is important that board members represent diverse viewpoints. In considering candidates for the board of directors, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials in the context of these standards. In addition, director candidates must be individuals with the time and commitment necessary to perform the duties of a board member and other special skills that complement or supplement the skill sets of current directors.

We believe that the board of directors is comprised of an effective mix of experience, backgrounds, knowledge, and skills, including the following:

In addition, we believe that all of our directors have the following attributes that positively contribute to our board of directors:

In January 2016, Charter entered into a memorandum of understanding (the “MOU”) with leaders of several leading national civic organizations that will taketook effect upon the closing of the TWC Transaction (as defined below) and the Bright House TransactionTransactions (as defined below). The MOU identifies specific diversity initiatives and establishes a plan of action to guide the collaborative efforts of New Charter (as defined below)the Company and a wide array of diverse civic and leadership organizations. As part of the MOU, Charter has committed to a number of concrete actions, including appointing at least one African American, one Asian American/Pacific Islander and one

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Latino American to its newly formed board of directors within two years of the close of the TWC Transaction and Bright House Transaction (as defined below). NewTransactions. Charter will also appoint a Chief Diversity Officer who will lead the company’s diversity and inclusion efforts. The MOU also includes a number of specific steps New Charter will take to increase diversity among its workforce, improve diversity in the procurement of goods and services, expand programming targeting diverse audiences, and enhance its involvement and investment in organizations serving communities of color.

Pursuant to the Stockholders Agreement, dated as of March 19, 2013, between Charter and Liberty Media Corporation (“Liberty Media”), as amended by an Amendment to Stockholders Agreement, dated as of September 29, 2014, among Charter, Liberty Media and Liberty Broadband Corporation (“Liberty Broadband”), and as amended by an investment agreement among Liberty Broadband, Charter and New Charter (as defined below), dated as of May 23, 2015 (the “Stockholders Agreement”), Liberty Broadband has the right to designate four directors for election to our board of directors. Messrs. Huseby, Maffei, Malone and Nair are the Liberty Broadband designees. Subject to Liberty Broadband’s continued ownership of 20% or more of the outstanding shares of Class A common stock of Charter, the Stockholders Agreement provides that Liberty Broadband will be entitled to designate up to four persons as nominees for election to Charter’s board of directors at least until January 2020 and that one such designee director (as specified by Liberty Broadband) will serve on each of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation and Benefits Committee of Charter’s board of directors. Consistent with these provisions, the board of directors appointed Mr. Malone to serve on the Nominating and Corporate Governance Committee, Mr. Maffei to serve on the Finance Committee and the Compensation and Benefits Committee and Mr. Huseby to serve on the Audit Committee.met this commitment.

Stockholders may nominate persons to be directors by following the procedures set forth in our Bylaws. These procedures require the stockholder to deliver timely notice to the Corporate Secretary at our principal executive offices. That notice must contain the information required by the Bylaws about the stockholder proposing the nominee and about the nominee. No stockholder nominees have been proposed for this year’s meeting.

Stockholders also are free to suggest persons directly to the board of directors to consider as nominees. The board of directors will consider those individuals if adequate information is submitted in a timely manner (see “Stockholders Proposal for 20172020 Annual Meeting” below for deadline requirements) in writing to the board of directors at the Company’s principal executive offices, in care of the General Counsel. The board of directors may, however, give less serious consideration to individuals not personally known by the current board members.

Board Leadership Structure and Risk Oversight

We separate the roles of Chief Executive Officer (“CEO”) and Chairman of the board in recognition of the differences between the two roles. The CEO is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company, while the Chairman of the board, as a non-executive officer, provides guidance to the CEO and presides over meetings of the full board of directors. These positions will be combined upon the closing of the Bright House Transaction as described below.12

In July 2018, Dr. John C. Malone retired from the board of directors, regularly reviews reports from management andbut continues to serve as a director emeritus. As a director emeritus, Dr. Malone continues to attend board of director meetings, but does not have a vote on matters presented. Dr. Malone previously served on the Audit Committee regardingboard of directors as a designee of Liberty Broadband under the ERM Program. The Audit Committee meets regularly with membersterms of management in executive session, as well as with the General Counsel, the Vice President of Internal Audit Services and representatives of our independent registered public accounting firm. The Compensation and Benefits Committee oversees our compensation policies and practices, including reviewing our incentive and equity-based compensation plans and benefits plans. The Nominating and Corporate Governance Committee oversees corporate governance, including recommending board and committee nominations and the corporate guidelines and determining director independence.Stockholders Agreement.

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Governance Impacts of TWC and Bright House Transactions

On May 23, 2015, the Company entered into an Agreement and Plan of Mergers (the “Merger Agreement”) with the company formerly known as Charter Communications, Inc. (“Legacy Charter”), Time Warner Cable Inc. (“Legacy TWC”), CCH I, LLC (“New Charter”), a wholly ownedand certain other subsidiary of the Company; Nina Corporation I, Inc., Nina Company II, LLC, a wholly owned subsidiary of New Charter; and Nina Company III, LLC, a wholly owned subsidiary of New Charter,entities, pursuant to which the parties will engageengaged in a series of transactions that will resultresulted in Legacy Charter and Legacy TWC becoming wholly owned subsidiaries of New Charter (the “TWC Transaction”), on the terms and subject to the conditions set forth in the Merger Agreement. After giving effect to the TWC Transaction, New Charter will bebecame the new public company parent that will holdholds the operations of the combined companies.

On March 31, 2015, the Company entered into a definitive Contribution Agreement (the “Contribution Agreement”), which was amended on May 23, 2015 in connection with the execution of the Merger Agreement, with Advance/Newhouse Partnership (“A/N”), A/NPC Holdings LLC, NewLegacy Charter and Charter Communications Holdings, LLC (“Charter Holdings”), the Company’s wholly owned subsidiary, pursuant to which the Company would becomebecame the owner of the membership interests in Bright House Networks, LLC (“Bright House”) and any other assets (other than certain excluded assets and liabilities andnon-operating cash) primarily related to Bright House (the “Bright House Transaction”Transaction,” and together with the TWC Transaction, the “Transactions”).

On May 23, 2015, inIn connection with the execution of the Merger Agreement and the amendment of the Contribution Agreement,Liberty Media Corporation’s (“Liberty Media”) investment in Charter, which was later transferred to Liberty Broadband Corporation (“Liberty Broadband”), the Company entered into a stockholders agreement dated as of March 19, 2013, between Charter and Liberty Media, which was amended by an Amendment to Stockholders Agreement, dated as of September 29, 2014, among Charter, Liberty Media and Liberty Broadband (the “Liberty Stockholders Agreement”). Messrs. Maffei, Meyer and Nair have been appointed to the Secondboard of directors pursuant to that agreement. In connection with the Transactions on May 23, 2015, Charter entered into the Amended and Restated Stockholders Agreement with Liberty Broadband Corporation, A/N and NewLegacy Charter (the “Liberty/BHN Stockholders“Stockholders Agreement”). The Stockholders and the Charter Holdings Limited Liability Operating Agreement will remain in effect until(“LLC Agreement”) with Liberty Broadband and A/N. As of the closing of the TWC Transaction or the Bright House Transaction, whichever occurs earlier, and, in the event the Liberty/BHN Stockholders Agreement is terminated, will revive and continue in full force and effect. Certain provisions of the Liberty/BHN Stockholders Agreement became effective upon its execution. The Liberty/BHN Stockholders Agreement will replaceTransactions on May 18, 2016, the Stockholders Agreement uponreplaced the closingprevious stockholders agreement with Liberty Broadband. Messrs. Miron and Newhouse were appointed to the board of directors pursuant to the TWC Transaction orStockholders Agreement and the Bright House Transaction, whichever occurs earlier.number of directors nominated by Liberty Broadband was reduced from four members to three members.

Under the terms of the Liberty/BHN Stockholders Agreement and Charter’s amended and restated certificate of incorporation, the number of New CharterCharter’s directors will beis fixed at 13,thirteen, and will include New Charter’sincludes its chief executive officer. Under the Stockholders Agreement, Liberty Broadband currently has the right to designate up to three directors as nominees for Charter’s board of directors and A/N currently has the right to designate up to two directors as nominees for Charter’s board of directors. Upon the closing of the Bright House Transaction,Transactions, two designees selected by A/N became members of the board of directors of Charter and three designees selected by Liberty Broadband will becomecontinued as members of the board of directors of New Charter. The remaining eight directors (other than the chief executive officer, who is expected to become chairman of the board) will be independent directors selected by the nominating committee of the New Charter board by the approval of both a majority of the nominating committee and a majority of the directors that wereare not appointed byaffiliated with either A/N or Liberty Broadband. Thereafter, Liberty Broadband will be entitled to designate three nominees to be elected as directors and A/N will be entitled to designate two nominees to be elected as directors, in each case provided that each maintains certain specified voting or equity ownership thresholds and provided that each nominee meets any applicable requirements or qualifications. The board of directors of New Charter will appoint at least one director nominated by eachEach of A/N and Liberty Broadband is entitled to nominate at least one director to each of the committees of the New CharterCharter’s board of directors, subject to applicable stock exchange listing rules and certain specified voting or equity ownership thresholds for each of A/N and Liberty Broadband, and provided that the nominatingNominating and compensation committees willCorporate Governance Committee and the Compensation and Benefit Committee each have at least a majority of directors independent from A/N, Liberty Broadband and New Charterthe Company (referred to as the “unaffiliated directors”). The nominating committee will beEach of the Nominating and Corporate Governance Committee and the Compensation and Benefits Committee is currently comprised of three unaffiliated directors and one designee of each of A/N and Liberty Broadband. Neither A/N nor Liberty Broadband has nominated a director to serve on the

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Audit Committee that meets applicable stock exchange listing rules, but each has nominated a director to serve in an observer role on the Audit Committee. A/N and Liberty Broadband also will have certain other committee designation and other governance rights. Upon the closing of the Transactions, Mr. Thomas Rutledge, the Company’s Chief Executive Officer (“CEO”), will servebecame the chairman of the board of Charter.

Under the Stockholders Agreement, Liberty Broadband and A/N are required to vote (subject to the applicable voting cap) their respective shares of Charter Class A common stock and Charter Class B common stock for the director nominees nominated by the nominating and corporate governance committee of the board of directors, including the respective designees of Liberty Broadband and A/N, and against any other nominees, except that, with respect to the unaffiliated directors, Liberty Broadband and A/N must instead vote in the same proportion as the voting securities are voted by stockholders other than A/N and Liberty Broadband or any group which includes any of them are voted, if doing so would cause a different outcome with respect to the unaffiliated directors.

Board Leadership Structure, Company Strategy and Risk Oversight

Mr. Rutledge is the Chairman of the board of directors and Mr. Zinterhofer is the Lead Independent Director. Although the Company previously separated the roles of CEO and chairmanChairman of New Charter.the board, in connection with the negotiation of the Transactions, the Company determined that it was in the best interest of the combined company to combine the roles. The Chairman and CEO is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company, while the Lead Independent Director consults with the Chairman and CEO and presides over meetings of the board of directors when the Chairman and CEO is not present as well as providing leadership for thenon- A/N andnon- Liberty Broadband directors.

ForEvery year, the Nominating and Corporate Governance Committee reviews and makes a recommendation on the appropriate governance framework for board leadership. The Committee takes into consideration governance best practices and the facts and circumstances of our board. In connection with this process, the Company determined that board leadership is best provided through the combination of a unified Chairman and CEO, a clearly defined and significant lead independent director role, active and strong committee chairs, and independent-minded, skilled, engaged, diverse and committed directors. The board believes that its current structure and governance allows it to provide effective challenge and oversight of management.

The Board regularly discusses with management the Company’s competitive positioning, strategic dynamics and business priorities. The Company is the second largest cable operator in the United States and a leading broadband communications services company providing video, Internet and voice services to approximately 28.1 million residential and small and medium business customers as of December 31, 2018. We also recently launched our Spectrum mobile service to residential customers. In addition, we sell video and online advertising inventory to local, regional and national advertising customers and fiber-delivered communications solutions to large enterprise customers. We also own and operate regional sports networks and local sports, news and community channels. The Board advises management with respect to the Company’s strategy with respect to each of these business areas.

The Board also discusses with management the Company’s strategies to effectively operate within each of our service areas. These discussions support our core strategy, which is to use our network to deliver high quality products at competitive prices, combined with outstanding service. This strategy, combined with simple, easy to understand pricing and packaging, is central to our goal of growing our customer base while selling more of our core connectivity services, which include both fixed and mobile Internet, video and voice services, to each individual customer. We execute this strategy by managing our operations in a consumer-friendly, efficient and cost-effective manner. Our operating strategy includes insourcing nearly all of our customer care and field operations workforces, which results in higher quality service delivery. The combination of offering high quality, competitively priced products and outstanding service, allows us to both increase the number of customers we

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serve over our fully deployed network, and to increase the number of products we sell to each customer. That combination also reduces the number of service transactions we perform per relationship, yielding higher customer satisfaction and lower customer churn, resulting in lower costs to acquire and serve customers.

In addition to discussions with management, ournon-management directors meet regularly in executive sessions that are chaired by our Lead Independent Director with no member of management present.Non-management directors use these executive sessions to discuss matters of concern, as well as evaluations of the CEO and senior management, management and board successions, matters to be included on board agendas, and additional information the board would like management to provide to them.

The chairs and all members of the board committees are independent directors. These chairs shape the agenda and information presented to their committees. Oversight of critical issues within these committees is owned by the independent directors. All directors have full access to all members of management and all employees on a confidential basis.

The full board of directors oversees the various risks to the Company, delegating to the various committees specific responsibilities. The Audit Committee reviews our Enterprise Risk Management (“ERM”) Program on a regular basis, and the board of directors regularly reviews reports from management and the Audit Committee regarding the TWC TransactionERM Program. The Audit Committee meets regularly with members of management in executive session, as well as separately with each of the General Counsel, the Senior Vice President of Internal Audit Services and representatives of our independent registered public accounting firm. The Compensation and Benefits Committee oversees our succession planning and compensation policies and practices, including reviewing our incentive and equity-based compensation plans and benefits plans. The Nominating and Corporate Governance Committee oversees corporate governance, including recommending board and committee nominations and the Bright House TransactionCorporate Governance Guidelines and other important governance provisions that will become applicabledetermining director independence.

Risk Assessment

An independent consultant was engaged to New Charter following these transactions, seeperform a risk assessment of the Company’s Definitive Proxy Statement filedcompensation programs and did not identify any material risks that might adversely impact the financial health or performance of the Company. After review of the work and conclusion of the independent consultant, the Compensation and Benefits Committee agreed with the SEC on August 20, 2015.conclusion reached by the independent consultant.

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Stockholder Contact with Directors

Individuals may communicate directly with members of the board of directors or members of the board’s standing committees by writing to the following address:

Charter Communications, Inc.

400 Atlantic Street

Stamford, CT 06901

Attn: Corporate Secretary

The Corporate Secretary will summarize all correspondence received, subject to the standards below, and periodically forward summaries to the board of directors. Members of the board may at any time request copies of any such correspondence. Communications may be addressed to the attention of the board of directors, a standing committee of the board of directors, or any individual member of the board of directors or a committee. Communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requires investigation to verify its content may not be forwarded. Communications including substantive accounting matters will be forwarded to the Chair of the Audit Committee.

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20152018 Director Compensation

Thenon-employee director compensation package in effect for 20152018 included an annual retainer of $100,000$120,000 in cash or equity. Thenon-employee director compensation package also included an annual award of $130,000$180,000 in restricted stock, except with respect to the Chairman of the Board,Lead Independent Director, who received an annual award of $280,000$330,000 in restricted stock. In addition to these annual retainers, under thenon-employee director compensation package, the Audit Committee chair receives $20,000$30,000 per year, the Compensation and Benefits Committee chair receives $10,000$25,000 per year, and the Nominating and Corporate Governance Committee chair receives $10,000$20,000 per year. Each Audit Committee member (including the chair) receives $20,000$30,000 per year, each Compensation and Benefits Committee member (including the chair) receives $15,000$25,000 per year, each Finance Committee member receives $15,000$20,000 per year and each Nominating and Corporate Governance Committee member (including the chair) receives $10,000$20,000 per year.

During 2015, Messrs. Conn, Jacobson, Markley, Merritt and Zinterhofer, as directors unaffiliated with the Company or Liberty Broadband, in addition to regular board and committee meetings, conducted additional deliberations and meetings related to the TWC Transaction and Bright House Transaction. In recognition of the significant additional time and effort put forth by these directors, in December 2015, the board authorized, upon the recommendation of the Compensation and Benefits Committee, the following additional cash payments: $15,000 to each of Messrs. Jacobson and Merritt, $30,000 to each of Messrs. Conn and Markley and $50,000 to Mr. Zinterhofer.

In accordance with the Stockholders Agreement, Messrs. Maffei and Malone do not receive cash or equity compensation in connection with their respective board or committee service. Directors who are employees also do not receive additional compensation for board participation. Mr. Rutledge, Charter’s President,Chairman of the Board and CEO, and board member, was the only current director who was also an employee during 2015.

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The following table sets forth information regarding the compensation paid or issued to thosenon-employee members of the board of directors listed below for services rendered for the fiscal year ended December 31, 2015.2018.

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Executive Officers

Our executive officers for purposes of Section 16 of the Securities and Exchange Act and our other Executive Vice Presidents as of the date hereof, listed below, are elected by the board of directors annually, and each serves until his or her successor is elected and qualified or until his or her earlier resignation or removal.

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Executive Officer Positions

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Information regarding our executive officers and our other senior company leaders, other than Mr. Rutledge who also serves as a director, is set forth below.

John Bickham, 66,69,President and Chief Operating Officer.Mr. Bickham has been the President and Chief Operating Officer of Charter since July 2016 and joined Charter as Executive Vice President and Chief Operating Officer onin April 30, 2012. Prior to joining Charter, Mr. Bickham served as President of Cable and Communications for Cablevision Systems Corporation (“Cablevision”) where he was employed from 2004 through November 2011. Mr. Bickham servespreviously served on the Cable Center Board and was honored with the industry’s Vanguard Award for Cable Operations Management in 2007. He received his B.S. degree in electrical engineering from Texas A&I University.

David G. Ellen, 54,Senior Executive Vice President. Mr. Ellen joined Charter as Senior Executive Vice President in June 2016. Mr. Ellen oversees several business and corporate functions including Programming, Spectrum Networks, Human Resources, Communications, Diversity, Security and Regulatory Compliance. Mr. Ellen joined Charter from Cablevision Systems Corporation, where he last served as Executive Vice President and General Counsel. Before joining Cablevision in 2004, Mr. Ellen served as Deputy General Counsel at IAC, the multi-brand media and Internet company. Earlier in his career, Mr. Ellen worked at the Federal Communications Commission and before that was a law clerk for Justices Breyer and Ginsburg when they were each on the U.S. Court of Appeals and for Justice O’Connor at the U.S. Supreme Court. Mr. Ellen is a graduate of Harvard Law School, where he was President of the Harvard Law Review, was a Marshall Scholar at Cambridge University and has a B.A. from Harvard College.

Christopher L. Winfrey, 40,43,Executive Vice President and Chief Financial Officer.Mr. Winfrey joined Charter as Executive Vice President and Chief Financial Officer on November 1,in 2010. Prior to joiningMr. Winfrey is responsible for Charter’s accounting, financial planning and analysis, tax and treasury functions, as well as mergers and acquisitions, capital structure activities and investor relations. Mr. Winfrey joined Charter Mr. Winfreyfrom Unitymedia GmbH, Germany’s second-largest cable operator, where he served as Chief Financial Officer, and separately as Managing Director of Unitymedia GmbH from March 2006 through October 2010.for Unitymedia’s cable operations, broadcasting and satellite entities. Earlier in his career, Mr. Winfrey served as Senior Vice President, Corporate Finance and Development at Cablecom, GmbH for three years. He was also appointed Managing Director of Unitymedia Management GmbH, Unitymedia Hessen Verwaltung GmbHFinancial Planning and Unitymedia NRW GmbHAnalysis of NTL Incorporated’s continental European operations, and a senior associate in March 2006 and arena Sport Rechte und Marketing GmbH in April 2008.the private equity group at Communications Equity Associates. Mr. Winfrey graduated fromhas spent over 20 years in the Universitycable industry, and in 2015 received The Internet & Television Association’s (NCTA) Vanguard Award for Young Leadership. He currently serves on the board of Florida, withdirectors for the Greenwich Center for Hope and Renewal. He received a B.S. degree in Accounting. He also received his M.B.A.accounting and an MBA from the University of Florida.

Donald F. Detampel, 60,Executive Vice President and President, Commercial Services.    Mr. Detampel joined Charter as Executive Vice President and President, Commercial Services in October 2010. Prior to joining Charter, Mr. Detampel served as Senior Vice President, Business Services at Comcast Corporation from March 2010 through August 2010. Prior to that, Mr. Detampel served as an Executive Chairman and director of New Global Telecom, Inc. from May 2008 through February 2010. Mr. Detampel received B.S. degrees, magna cum laude, in mathematics and physics, from St. Norbert College.

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Richard R. Dykhouse, 52,55,Executive Vice President, General Counsel and Corporate Secretary.Mr. Dykhouse has served in his current positionas Executive Vice President, General Counsel and Corporate Secretary since February 2013 having previously been Senior Vice President, General Counsel since January 2011 and a Vice President of Charter from 2006 to 2011. Mr. Dykhouse received a bachelor’s degree in finance from Olivet Nazarene University, an M.B.A. from Indiana University and a J.D. degree from Indiana University Robert H. McKinney School of Law — Indianapolis.Law.

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Jonathan Hargis, 59,62,Executive Vice President and Chief Marketing Officer. Mr. Hargis joined Charter as Executive Vice President and Chief Marketing Officer onin April 9, 2012. Prior to joining Charter, Mr. Hargis was with Cablevision Systems Corporation from December 2000 through March 2012, most recently serving at Cablevision as Executive Vice President, Marketing. He served on the board of the Cable & Telecommunications Association for Marketing (“CTAM”) Educational Foundation from April 2008 to March 2012 and chaired the CTAM board from September 2011 to March 2012. Mr. Hargis received a B.A. from Otterbein College and ana M.B.A. from Wright State University.

Kevin D. Howard, 46,49,Senior Vice President — Finance, Controller and Chief Accounting Officer.Officer and Controller.Mr. Howard has served in his position as Chief Accounting Officer and Controller since January 2019 having served as Senior Vice President — Finance, Controller and Chief Accounting Officer since December 2009. From August 1, 2010 through October 31, 2010, Mr. Howard served as Interim Chief Financial Officer. From April 2006 to December 2009, Mr. Howard served as Vice President, Controller and Chief Accounting Officer. Prior to that, he served as Vice President of Finance from April 2003 until April 2006 and as Director of Financial Reporting since joining Charter in April 2002. Mr. Howard began his career at Arthur Andersen LLP in 1993 where he held a number of positions within the audit division prior to leaving in April 2002. Mr. Howard served as an executive officer of Charter during the pendency of its Chapter 11 cases in 2009. Mr. Howard received a bachelor’s degree in finance and economics from the University of Missouri — Columbia and is a certified public accountant and certified managerial accountant.

Thomas E. Adams, 60,63,Executive Vice President, Field Operations.Mr. Adams joined Charter as Executive Vice President, Field Operations onin October 1, 2012. Prior to joining Charter, Mr. Adams served as Regional Vice President of Operations for Wisconsin at Time Warner Cable from 2009 to September 28, 2012. Prior to that Mr. Adams served as Regional Vice President of Operations for Eastern Carolina at Time Warner Cable from 2007 to 2009. Mr. Adams received an associate degree in Applied Science, Engineering from Delhi Agriculture and Technical College and a B.S degree in Engineering from Florida International University.

Mike Bair, 62,Executive Vice President, Spectrum Networks. Mr. Bair joined Charter as Executive Vice President, Spectrum Networks in July 2016. Before joining Charter, Mr. Bair served as the Chief Executive Officer of Bleachers Corp., astart-up streaming media company, from 2014 to 2016. Prior to his time at Bleachers, Mr. Bair served as President of Madison Square Garden’s Media Group where he lead the strategic, operational and financial performance of MSG Networks, Fuse Music TV, MSG Interactive, MSG Radio and all sponsorship and ad sales for the parent company. Before MSG Media, Bair served as President, Product Management and Marketing for Cablevision’s cable division, where he was responsible for product strategy, programming, marketing, and advertising, as well as brand management, for the company’s video, voice and internet services. Mr. Bair also held executive positions at Rainbow Media, HBO, Showtime Networks and Ogilvy and Mather Advertising. Mr. Bair graduated from Pennsylvania State University with a B.A. in Broadcast Communications, and is a recipient of the University’s Distinguished Alumni Award.

James Blackley, 60,63,Executive Vice President, Engineering and Information Technology. Mr. Blackley joined Charter as Executive Vice President, Corporate Engineering and Technology onin October 15, 2012. Prior to joining Charter, Mr. Blackley served as Executive Vice President, Corporate Engineering and Technology for Cablevision Systems Corporation, where he was employed from 1996 through May 2012. Earlier in his career, Mr. Blackley designed software and systems with evolving development and technology for Royal Insurance, Depository Trust Company (now The Depository Trust & Clearing Corporation), Long Island Lighting Company (now Long Island Power Authority), Con Edison, and American International Group Inc.

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Catherine C. Bohigian, 43,46,Executive Vice President, Government Affairs. Ms. Bohigian joined Charter as Executive Vice President, Government Affairs onin July 8, 2013. Prior to joining Charter, Ms. Bohigian served as Senior Vice President, Federal Affairs for Cablevision Systems Corporation where she was employed from September 2008 through June 2013. Prior to Cablevision from September 2001 to September 2008, Ms. Bohigian previously worked for the Federal Communications Commission (“FCC”) in various capacities, including as Senior Advisor to then-Chairmanthe Chairman and Chief of the FCC, Kevin Martin.Office of Strategic Planning. Ms. Bohigian received a B.A. degree summa cum laude from Duke University and a J.D. degree cum laude from Harvard Law School.

Richard J. DiGeronimo, 38,41,Executive Vice President, Chief Product and StrategyOfficer. Mr. DiGeronimo was appointed to his current position in January 20152019, having previously been aserved as Executive Vice President, Product and Strategy since January 2015, Senior Vice President, Product and Strategy since March 2011 and a Vice President of Product Management from 2008 to 2011. Prior to joining Charter, Mr. DiGeronimo served as the Vice President and General Manager of cable marketsCable Markets with Level 3 Communications. Mr. DiGeronimo received a B.B.A. from the Ross School of Business at the University of Michigan.

David Kline, 58,61,Executive Vice President, Advertising SalesPresident of Spectrum Reach.    Mr. Kline joined Charter in October 2015 as Executive Vice President, President of Media Sales. Before joining Charter, Mr. Kline served as President and Chief Operating Officer of Visible World. Prior to that position he was Chief Operating Officer of Ensequence. Mr. Kline also served as President and Chief Operating Officer of Cablevision Media Sales for more than 15 years, overseeing the company’s advertising businesses. Mr. Kline holds a bachelor’s degree from The Ohio State University.

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Paul Marchand, 46,49,Executive Vice President, Human Resources.    Mr. Marchand joined Charter in October 2015 as Executive Vice President, Human Resources.Resources in October 2015. Prior to joining Charter, Mr. Marchand spent nearly 12 years with PepsiCo, most recently as Senior Vice President of Human Resources for the North America beverage’s field and supply chain organization. He previously served in human resources roles at Merrill Lynch, JPMorgan and the May Department Stores Company. Mr. Marchand holds a master’s degree in organizational psychology from Columbia University and a bachelor’s degree in advertising from Syracuse University.

Kathleen Mayo,57, 60,Executive Vice President, Customer Operations.    Ms. Mayo joined Charter as Executive Vice President, Customer Operations onin September 17, 2012. Prior to joining Charter, Ms. Mayo joined Cablevision Systems Corporation in 1997 and most recently serving as Executive Vice President, Consumer Operations of Cablevision. Ms. Mayo earned a B.A. at West Chester University and an M.B.A. at Temple University.

Philip G. Meeks, 65,Executive Vice President, President of Spectrum Enterprise. Mr. Meeks became Charter’s Executive Vice President and President of Spectrum Enterprise in May 2016. He previously served as Executive Vice President and Chief Operating Officer for Business Services at Time Warner Cable. Prior to that, Mr. Meeks served as Senior Vice President of Cox Business. Before joining Cox in 2008, he was theco-founder and lead executive for astart-up company focused on enhancing the supply chain between technology vendors and value added resellers in the Internet security, data storage and VoIP markets. Mr. Meeks served in various strategy, sales and marketing leadership roles during 20 years of service at MCI Telecommunications, including Senior Vice President of Sales Operations and Senior Vice President of Strategic Ventures and Alliances. He started his career at AT&T Information Systems/Sothern Bell having served in various sales and marketing leadership roles. Mr. Meeks is a graduate of the University of Georgia, where he earned a bachelor’s degree in Marketing and Journalism. He also completed executive education programs at both the Massachusetts Institute of Technology and the University of Virginia.

Tom Montemagno, 52,Executive Vice President, Programming Acquisition. Mr. Montemagno joined Charter as Executive Vice President, Programming Acquisition in September 2016. Before joining Charter, Mr. Montemagno served as Executive Vice President of Programming for Cablevision Systems Corporation. During his27-year tenure at Cablevision, he served in various leadership positions in the programming

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department including Senior Vice President of programming acquisition and was Cablevision’s lead negotiator with content companies. He received a B.S. in marketing from St. John’s University.

James Nuzzo, 54,57,Executive Vice President, Business Planning.    JamesMr. Nuzzo joined Charter as Executive Vice President, Business Planning onin June 23, 2014. Mr. Nuzzo was previously at Cablevision Systems Corporation from 1986 to December 2013, most recently serving as Senior Executive Vice President, Operations and Business Planning. Mr. Nuzzo received a bachelor’s degree in Business Administration from Hofstra University in 1983.University.

Scott Weber60,, 63,Executive Vice President, Network Operations.Mr. Weber joined Charter as Executive Vice President, Network Operations onin June 18, 2012. Prior to joining Charter, Mr. Weber served as Executive Vice President, Engineering Network Management for Cablevision Systems Corporation from January 2007 through January 2012. Mr. Weber is a member of Society of Cable Telecommunications Engineers, Institute of Electrical and Electronics Engineers and American Radio Relay League.

Executive Compensation

Compensation Committee Interlocks and Insider Participation

During 2015,2018, no member of Charter’s Compensation and Benefits Committee was an officer or employee of Charter or any of its subsidiaries. During 2018, Mr. Zinterhofer served as the non-executiveLead Independent Director and Mr. Rutledge served as Chairman of the Board in 2015.and CEO.

During 2015:2018: (1) none of Charter’s executive officers served on the compensation committee of any other company that has an executive officer currently serving on Charter’s board of directors or Compensation and Benefits Committee; and (2) none of Charter’s executive officers served as a director of another entity onein circumstances where an executive officer of whose executive officersthat entity served on the Compensation and Benefits Committee.Committee of Charter’s board of directors.

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Report of the Compensation and Benefits Committee

The following report does not constitute soliciting materials and is not considered filed or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless we specifically state otherwise.

The Compensation and Benefits Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth below including the accompanying tables and recommended to the board of directors that it be included in this proxy statement.

W. LANCE CONN, Chairman

GREGORY B. MAFFEI

STEVEN A. MIRON

MAURICIO RAMOS

ERIC L. ZINTERHOFER

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis

The following discussion and analysis of compensation arrangements (“CD&A”) describes important elements of our Named Executive Officers (who areexecutive compensation program and compensation decisions for our CEO, Chief Financial Officer, and othernamed executive officers appearing(“NEOs”) in the Summaryfiscal year 2018. The Compensation Table)and Benefits Committee of our Board of Directors (the “Committee”), working with management and with input from its independent compensation consultant, oversees these programs and determines compensation for our NEOs. This CD&A should be read together with the compensation tables and related disclosures set forth elsewhere in this proxy statement.

2015 HighlightsFiscal Year 2018 Named Executive Officers

During 2015, the Compensation and Benefits Committee maintained its 2014 approach to annual incentives and maintained its 2014 approach to its Long-Term Incentive Program. The Compensation and Benefits Committee’s actions during 2015 included the following:

Executive Summary

Fiscal 2018 Operational and Financial Highlights

Charter achieved strong revenue and Adjusted EBITDA growth in 2018 while engaged in the integration of Legacy TWC and Bright House and enhancing Charter’s product offerings, including the rollout of faster Internet speeds and a Gigabit offering nationwide and the launch ofSpectrum Mobile. Charter also continued to improve the quality, efficiency and value of our services while completing ourall-digital initiative and the integration of Legacy TWC and Bright House, which was largely completed by the end of the year. For the 2018 fiscal year, total customer relationships grew by 942,000 or 3.5%, revenue increased by 4.9% to $43.6 billion, and Adjusted EBITDA rose 5.0% to $16.1 billion. Capital expenditures totaled $9.1 billion compared to $8.7 billion in 2017, completing a two year period of more intensive capital projects as Charter completed most of the capital intensive integration projects. Charter also purchased approximately 16.2 million shares of Charter Class A common stock and Charter Holdings common units for approximately $5.0 billion in 2018. In addition, in 2018 Charter conducted proactive shareholder engagement with our leading institutional stockholders to discuss topics of importance to both Charter and its stockholders.

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The graph below tracks Charter’s5-year total shareholder return (TSR) against the S&P 500 and peer group companies ending with the closing stock price at December 31, 2018 for Charter’s Class A common stock of $284.97 per share.

Pay for Performance Alignment

Charter’s compensation programs are designed to create a strong linkage between the actual compensation earned by our NEOs and Company performance, rewarding both growth-oriented annual operating results as well as sustainable long-term shareholder returns. The following table summarizes the performance-focused nature of Charter’s incentive designs in 2018 and the key outcomes demonstrating the alignment between compensation realized by our NEOs and results achieved by the Company.

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Compensation Actions in 2018

The Committee’s compensation decisions for the NEOs in 2018 were shaped by the compensation actions which occurred in 2016 at the time of the closing of the Transactions, in particular:

Within the context of these historical actions, the Committee determined the following in connection with its review of NEO compensation levels and incentive designs for the 2018 fiscal year:

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Process for Determining Executive Officers.Compensation

Details of Each Compensation ElementStructured to not deliver any value for performance below 30% stock price growth over asix-year period

Potential value realizable by participants targeted at the median of the compensation peer group when stock price growth reaches approximately 70% over asix-year period

Potential value realizable by participants targeted to reach or exceed the 75^th percentile of the compensation peer group when stock price growth is at or above approximately 125% over asix-year period

Long-term incentive grant value targeted at or above the median of the peer group, delivered in a mix of RSUs and stock options, vesting 100% after a three-year period

In adopting the equity compensation philosophy for our EVP and above NEOs, the Committee shifted from a traditional analysis of peer group grant date value (value of long-term incentive award on date of grant and as reported in the Summary Compensation Table) to a more dynamic approach that calibrates actual value received under particular stock price performance scenarios. With the completion of the Transactions, the Committee believed that a more robust model was required at this level based on the potential value that could be created by the Company over the next six years. The philosophy at the SVP level, which applies for Mr. Howard, continues to reflect the Company’s traditional approach that sets long-term incentives based on the competitive grant values observed among peer companies.

(1) Compensation Peer Group

The Committee examines Charter’s peer group on an annual basis. The Committee approved the following criteria to identify peers:

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In addition to the peer group, the Committee also examines the executive compensation practices of other larger publicly traded, consumer-oriented companies, which compose the secondary peer group:

Elements of Compensation

Base Salary

We set base salaries with regard to the level of the individual’s position with Charter and the individual’s current and sustained performance results. The Compensation and Benefits Committee annually reviews base salary levels for executives,the NEOs and determines any necessary changes in those salary levels. Adjustments to base salary levels may be based on factors such as new roles and/orand responsibilities assumed by the executive andor the executive’s significant impact on our then-current goals.goals and business objectives. Salary adjustments may also be based on changes in market pay levels for comparable positions in ourthe competitive markets. We review and adjust base salaries to account for: (a) market-competitive increases, (b) individual impact on and contributions to the business performance and company goals, (c) salary increases to align certain levels of responsibility; and (d) company-wide total salary increases. In 2015, only one of our Named Executive Officers received a base salary increase in connection with renewal of his employment agreement at the expiration of the term of his prior agreement. Mr. Detampel received an increase to $655,080 from $618,000 effective on December 31, 2015. No other employment agreements with NEOs were upmarket for renewal in 2015.executive talent.

Charter does not apply specific weighting to any one factor in setting the level of salary, and the process ultimately relies on the subjective exercise of the Compensation and Benefits Committee’s judgment. Although we generally target salaries at market median compared to an industry peer group and other compensation survey data for experienced professionals,executives, the Compensation and Benefits Committee may also take into account historical compensation, potential as a key contributor, as well asand special recruiting/recruiting or retention situations in settingwhen deciding to set salaries for individual executives above or below therelative to market median.median pay levels. Consistent with our pay philosophy salary increases are not automatic or the same for each individual,and taking into consideration the factors set forth above.above, salary increases are neither automatic nor the same for each individual.

The Committee reviewed base salaries for our NEOs in 2018 and approved a 2.25% salary increase for Mr. Howard, effective February 16, 2018 as part of the Company’s annual salary review process during which salary increase recommendations are reviewed and approved in consideration of employee performance and development over the year. Mr. Howard’s increase therefore reflects the Committee’s evaluation of his performance, contributions and development over the course of 2017. For our other NEOs, the Committee determined that no adjustments were necessary and that compensation packages established in 2016 continued to be appropriate.

(2) Bonus PlansAnnual Incentive Plan

2015 Executive BonusCharter has established the Annual Incentive Plan

In 2015, Charter determined bonuses for the Named Executive OfficersNEOs to provide a cash-based incentive which rewards the achievement of strong annual operational and financial results. Each year, the actual amount of compensation earned by participants under the Executive Bonusplan is dependent upon performance againstpre-established

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objectives which are set and approved by the Committee. The particular performance metrics under the plan are selected based on what the Committee believes to be the best annual financial and operational metrics that support long-term success and are most closely tied to the creation of shareholder value. When establishing the particular threshold, target and maximum performance objectives for each plan metric, the Committee seeks to set goals that represent challenging but attainable year-over-year improvement in Company performance.

For fiscal year 2018, the Annual Incentive Plan for our NEOs was based on the achievement of both growth-based objectives with respect to Charter’s consolidated revenue and Adjusted EBITDA (weighted 40% and 50%, respectively) as well as a discretionary evaluation of the Company’s Capital Management over the year (weighted 10%). Payouts under the Annual Incentive Plan were set to range from 80% to 150% of each NEO’s target annual incentive opportunity based on the actual performance achieved against the Committee-approved goals for each metric.

The Committee also has the discretion to increase or decrease payouts under the Annual Incentive Plan based on Charter’s (or, if applicable, an employee’s particular operating group’s)organizational considerations, such as acquisitions or significant transactions and performance during 2015 measured against three performance measures. These measures were: totalconsiderations, such as changes in products or markets and other unusual, unforeseen or exogenous situations. For 2018, the Committee approved one such adjustment – a $37 million reduction to the targeted revenue adjusted EBITDA, and capital management. Potential payoutsgrowth goal under the 2015 Executive Bonus Plan ranged from 0%Annual Incentive Plan. This adjustment equaled the reduction in 2018 budgeted revenue due to 150%Charter’s non-consolidating participation in the New York Interconnect (NYI), a joint venture to sell advertising across a broad group of target bonus amounts. Target bonus amounts for our Named Executive Officers ranged from 75% to 175%television and digital services in the New York market. As participating in the NYI provides a significant number of 2015 base annual salaries, subjectlonger-term economic and margin-related benefits to the terms and provisions ofCompany, the applicable employment agreements (see “Employment Agreements”).

On February 1, 2016, the Compensation and Benefits Committee determined that the reduction in 2018 revenue should not impact annual bonus calculations and therefore approved the adjustment to the targeted revenue growth goal.

Charter’s 20152018 revenue and Adjusted EBITDA results represented strong year-over-year growth, falling between threshold and targeted performance againstlevels, resulting in a payout of 90.73% of target for revenue growth and 94.69% of target for Adjusted EBITDA growth. The Committee also evaluated the Company’s performance measures resultedwith respect to Capital Management – including considerations such as management’s discipline in bonuses payable to Named Executive Officerscapital spending, successful completion of the most capital intensive integration projects and the successful completion of major capital projects such as the Charter’sall-digital initiative under budget – and approved a payout of 120% of target for the corresponding component of annual incentives. The resulting overall annual incentive payout, as indicated in the amount equal to 118.76% of such officer’s target bonus. The 118.76% of target bonuses is based on achievement of eachtable below, was 95.64% of the 2015 Charter performance measures with reference to the performance goal and weight assigned to

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each as determined by the Compensation and Benefits Committee in reference to Charter’s business plan and business goals.

The Charter total revenue measure accounted for 40% of the total bonus and was targeted for $686 million of growth for 2015. Charter total revenue growth in 2015 for the purposes of the executive bonus plan was $646 million, resulting in 97.83% attainment of this measure. The Charter adjusted EBITDA measure accounted for 50% of the total bonus and was targeted for $273 million of growth for 2015. Charter adjusted EBITDA growth in 2015 for the purposes of the executive bonus plan was $283 million, resulting in 131.25% attainment of this measure. Due to the unanticipated and extraordinary nature of the costs for preparing for the closing of our transactions with Comcast Corporation and subsequently the TWC Transaction and the Bright House Transaction, as well as certain other costs incurred because of the TWC Transaction and Bright House Transaction that were not material, such costs were excluded from the calculation of 2015 adjusted EBITDA growth for the purposes of the 2015 Executive Bonus Plan.Note: Adjusted EBITDA is defined as consolidated net income (loss) plus net interest expense, income taxes, depreciation and amortization, stock compensation expense, loss on extinguishment of debt, (gain) loss on derivative instruments, net, other pension benefits, other (income) expense, net and other operating (income) expenses, such as merger, acquisition and acquisitiontransition costs, special charges and (gain) loss on sale or retirement of assets. The CharterCapital Management is anafter-the-fact, objective evaluation of our capital management measure accounted for 10% of the total bonus and was based on a discretionary assessment by our CEO based on capital expense performance criteria and approvalspend by the CompensationCommittee.

In setting target annual incentive opportunities for our NEOs each year, the Committee reviews current opportunities relative to those among peer group companies and Benefits Committee.also evaluates criteria with respect to each NEO’s particular role, including changes in scope and complexity, impact on Company strategy, and degree of enterprise-wide influence. The CEOCommittee determined that the Company’s capital management performance resulted in 140.00% attainment of this measure. In making his determination of achievement of the capital management metric, the CEO considers a quantitative evaluation of performance against budgetno annual incentive adjustments were necessary for our other NEOs as current opportunities continued to be competitive and a qualitative evaluation of capital spend including the cost reductions in customer-premises equipmentappropriate for their roles. Target

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annual incentive opportunities and the progress of product and infrastructure development. The CEO’s determination as to achievement of the capital management metric applied equally across all plan participants. 2015 Executive Bonus Plan payments to our Named Executive Officers are reported in the Non-Equity Incentive Plan compensation column of the Summary Compensation Table due to plan payments beingactual incentive payouts, based on the performance achievement detailed above, are summarized below for each of established and disclosed performance targets together with a discretionary component for capital management, that, as set forth above, was determined based on capital expense performance criteria achievement.our NEOs.

The Compensation and Benefits Committee has the discretion to increase or decrease payouts under this annual plan based on organizational factors such as acquisitions or significant transactions, performance driven by changes in products or markets and other unusual, unforeseen or exogenous situations.

The CEO is also authorized by the Compensation and Benefits Committee to make discretionary bonus awards of up to 5% of the total projected payout.Annual Incentive Plan payout based on actual achievement against the approved performance objectives. Discretionary bonus awards are recommended by management based upon management’s judgment of a participant’s performance and contribution to the Company, and are in addition to payments made under the annual bonus plan.Annual Incentive Plan. For 2015,2018, none of the Named Executive OfficersNEOs received any portion of this 5% discretionary bonus allocation.

(3) Long-Term Incentives

WeCharter’s long-term incentive awards are designed our Long-Term Incentive Program to recognize scope of responsibilities, reward demonstrated performance and leadership, motivate future superior performance, align the interests of the executiveNEOs with thatthose of our stockholders by linking a significant portion of NEO compensation to sustained growth in the Company’s stock price over multi-year periods. Long-term incentive designs and incentivizeopportunities are established by the Committee in consideration of each NEO’s level within the organization, the nature of their particular role and retain the executives through the term of the awards. We believe that performance-based incentives helpjob responsibilities, and theirline-of-sight to drive our performance through their direct linkage to controllable business results while, at the same time, rewarding executives for the value created through sharestock price appreciation. While the size of the award is ultimately left to the Compensation and Benefitsperformance. The Committee discretion, we generally targettypically targets long-term incentive grant levels at the median to top quartile75^th percentile of competitive levels.levels among peer group companies. Since 2016, the Committee has administered two long-term incentive program designs for our NEOs, based upon their corresponding level within Charter.

For our NEOs at the EVP level and above, which includes Messrs. Rutledge, Bickham, Ellen and Winfrey, the Committee approved equity awards under a five-year long-term incentive program. Awards under this program were granted entirely in 2016 in a mix of 90% stock options and 10% restricted stock units, with potential time-based vesting over a minimum of 3 to 5 years after grant, contingent upon the achievement ofpre-established stock price hurdles; if a stock price hurdle is not met within 6 years after grant, the associated award tranche is forfeited. The Committee currently intends for these awards to be the only equity compensation provided to these NEOs through fiscal year 2020, except in the case of promotion. As a result, none of these NEOs received any equity awards in 2018.

As an employee at the SVP level, the Committee determined that Mr. Howard should participate in the Company’s annual long-term incentive program. This program provides participants an annual long-term incentive award, the value of which is based on their level, delivered in a mix of stock options and restricted stock units that vest fully on the third anniversary of the date of grant. Mr. Howard’s 2018 long-term incentive award, which represented the only equity award made to any of our NEOs in 2018, was granted in January 2018 based on the long-term incentive opportunity established for his role.

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Summary of 2016 Five-Year Long-Term Incentive Program

Targeted grant values under the five-year long-term incentive program were determined by the Committee using an analysis of potential realizable compensation (i.e., actual value realized from awards upon vesting or exercise) from achieving certain levels of stock price appreciation over the duration of the program. The actual number of stock options and restricted stock units granted to participants were calculated based on (i) the target realizable compensation for the participant, (ii) stock price hurdles established for the program and (iii) a targeted mix of 90% stock options and 10% restricted stock units. The number of stock options and restricted stock units to be granted were then divided into a number of tranches, each with a combination of time-based and stock price performance vesting criteria. If the stock price vesting criteria are not achieved within six years after grant, the unvested awards will be forfeited, and the determination of whether a stock price hurdle is achieved is based on Charter’s60-day average closing stock price. The tranche-level vesting schedules for stock options and restricted stock units are provided in the schedules below.

Proportion of Stock Options Vesting by Stock Price Hurdle and Time-Based Vesting Period

Proportion of Restricted Stock Units Vesting by Stock Price Hurdle and Time-Based Vesting Period

2009 Stock Incentive Plan and 2019 Stock Incentive Plan

Our long-term incentive awards are granted under the 2009 Stock Incentive Plan (the “Stock Incentive“2009 Plan”), which is an omnibus plan that provides for a range of compensation programs including the potential grant ofnon-qualified stock options, incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance shares, share awards, phantom stock, restricted stock units and restricted stock as each term is defined in the Stock Incentive Plan and in the discretion of the Compensation and Benefits Committee. Unless terminated sooner, the Stock Incentive

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Plan will terminate on April 28,November 30, 2019, and no option or award can be granted thereafter under that plan. In November 2009, 3,848,393 shares were included in the Stock Incentive Plan and on December 16, 2009, the board of directors approved the inclusion of another 3,848,393 shares. On February 20, 2013, the board of directors approved an amendment to the Stock Incentive Plan to add 6,000,000 shares, which increase was approved by the Company’s stockholders at the 2013 annual stockholders’ meeting.

As of December 31, 2015, 5,044,9502018, 4,108,291 shares remained available for future grants under the Stock Incentive Plan. See Proposal 3 below, for a description of the Company’s proposal to increase the number of shares in the Stock Incentive2009 Plan. As of December 31, 2015,2018, there were 2653,292 participants in the 2009 Plan.

The Committee considered and recommended to the Board of Directors the adoption of a new stock incentive plan. In January 2019, the Board approved the 2019 Stock Incentive Plan. SeePlan (the “2019 Plan” and together

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with the “Summary Compensation Table” below for2009 Plan the awards received by our Named Executive Officers.“Stock Incentive Plans”) subject to shareholder approval as proposed in this Proxy Statement.

The Stock Incentive Plan authorizesPlans authorize the repricing of options, which could include reducing the exercise price per share of any outstanding option, permitting the cancellation, forfeiture or tender of outstanding options in exchange for other awards or for new options with a lower exercise price per share, or repricing or replacing any outstanding options by any other method. While the Stock Incentive Plan authorizesPlans authorize repricing, no repricing has occurred under the plan to date.

The 2011 LTIPModifications to Certain Long-Term Awards.    

In 2011,October 2017, the Compensation and Benefits Committee approved the amendment of the board of directors adopted a multi-year long termcertain outstanding long-term incentive plan (the “2011 LTIP”). The Committee intended that awards made under the 2011 LTIP in 2011 were to cover equity awards for the years 2011 through 2013 with no further grants being made absent special circumstances (i.e., promotions, new hiresNEOs such that unvested RSUs and stock options would vest fully upon death or relocation incentives). AwardsDisability (as defined under the 2011 LTIP2009 Plan) and vested stock options following death, Disability or Retirement (as defined under the 2009 Plan) would remain exercisable until the earlier of eighteen months following such a termination or the expiration date of the stock option. These changes were made by the Committee in consideration of peer group practices as well as what was considered fair and appropriate for participants in our long-term incentive program upon such termination events. Prior to this amendment, all such awards vested on a pro rata basis upon death, Disability or Retirement and vested stock options expired upon the Named Executive Officers included:

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The 2014 LTIP.    Effectiveearlier of six months following such a termination or the original expiration date of the stock option. For Messrs. Rutledge, Bickham, Ellen and Winfrey, this amendment only applied to grants made on or before January 15, 2014,2016 and did not apply to the Compensationperformance-based RSU and Benefits Committee adopted a new Long-Term Incentive Plan (the “2014 LTIP”). After evaluatingstock option awards granted after this date in 2016. Under the competitive practices of large cable companies,performance-based RSU agreements, generally the Company decided to adopt the practice of making annual grants to its executives. The Committee designed the 2014 LTIP to retain, motivateRSUs are cancelled upon death or Disability and attract our executive employees with an industry-competitive level of equity compensation. The award agreements under the 2014 LTIP contain terms similar to previous agreements; except thatperformance-based stock option agreements, the awards vest 100%unvested portion of the options are cancelled and the vested portion is exercisable for one year following the death or Disability. In addition, for Mr. Bickham, if he terminates his employment without Good Reason before the expiration of his employment agreement or if his employment is terminated for any reason after the expiration of his employment agreement, the vested portion of his performance-based stock options will be exercisable for three years following the grant date. Grants made in 2014 undertermination of employment.

In October 2018, the 2014 LTIP include grantsCommittee approved the amendment of options and restricted stock units. Grants were made to all of our Named Executive Officers in January 2014 and included aMr. Howard’s long-term incentive mixaward in 2018 to provide that vested options following Retirement would remain exercisable until the earlier of 10% of their target grants in restricted stock units and 90% in stock options all vesting in full three years fromthirty-six months following Retirement or the expiration date of the grantstock option. The Committee made the change in January 2017.consideration of peer group practices.

The 2015 LTIP.    Effective January 15, 2015, the Compensation and Benefits Committee adopted a Long-Term Incentive Plan for 2015. Grants were made to allOther Elements of our Named Executive Officers in January 2015 and included a long-term incentive mix of 10% of their target grants in restricted stock units and 90% in stock options all vesting in full three years from the date of the grant in January 2018.

The 2016 LTIPCompensation.    Effective January 15, 2016, the Compensation and Benefits Committee adopted a Long-Term Incentive Plan for 2016. Grants were made to all of our Named Executive Officers except for Mr. Rutledge in January 2016 and included a long-term incentive mix of 50% of their target grants in restricted stock units and 50% in stock options all vesting in full three years from the date of the grant in January 2019. The Compensation and Benefits Committee expects to address equity awards for Mr. Rutledge in connection with a new employment agreement upon closing of the TWC Transaction and Bright House Transaction.

Timing of Equity Grants

We maintain a disciplined equity approval policy. We do not grant equity awards in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity grant dates. Grants of options, if made, have an exercise price equal to the average of the high and low stock price on the date of grant. For annual equity awards made in 2014, 2015 and 2016, we have granted awards on or about January 15 of each year.

Other Compensation Elements

The Named Executive OfficersNEOs are eligible to participate in all other benefit programs offered to all employees generally.

Risk AssessmentEmployment Agreements

An independent consultant was engaged to perform a risk assessment of the Company’s compensation programs andThe Company did not identifyenter into new employment agreements with, or modify existing employment agreements for, any material risks that might adversely impactof our NEOs in the financial health or performance

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of the Company. After review of the report from the independent consultant, the Compensation2018 fiscal year. Messrs. Rutledge, Bickham, Ellen and Benefits Committee agreedWinfrey currently have employment agreements with the conclusion reached byCompany, while Mr. Howard does not have an employment agreement. A more detailed description of employment arrangements with our NEOs is set forth below under the independent consultant.section titled “Employment Agreements.”

Stockholder Vote on Say on Pay

At the Company’s 2011 annual stockholders’ meeting, the stockholders considered an advisory proposal on the frequency of holding a vote on Executive Compensation and voted to hold an advisory vote on executive compensation every three (3) years. The Compensation and Benefits Committee agreed with the advisory vote. The advisory vote on executive compensation was held at the 2014 annual stockholders’ meeting. As the board of directors had recommended, the stockholders approved the 2014 executive compensation with approximately 87% of the outstanding vote cast in favor of the proposal.

Impact of Tax and Accounting

Prior to the Tax Cuts and Jobs Act, Section 162(m) of the Internal Revenue Code generally provides thatplaced a $1 million limit on the amount ofnon-performance-based compensation the Company can deduct in any year for certain kindsNEOs. The Committee had designed the compensation programs with the intention to qualify a majority of compensation in excess of $1 million in any single year paidas performance-based compensation under Section 162(m). Effective January 1, 2018,

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performance-based compensation potentially no longer qualifies for exemption from the Section 162(m) limitation. Certain awards under the existing plans may be deductible, but future awards would be analyzed under the new laws and may not create a tax deduction. Once an individual has become an NEO, these individuals will remain subject to the CEOlimitation under Section 162(m) for all current and future compensation. These tax effects are only one factor considered by the Committee when entering into compensation arrangements, and the three other most highly compensated executive officers other than the Chief Financial Officer of a public company are not deductible for federal income tax purposes. However, pursuant to regulations issued by the U.S. Treasury Department, certain limited exemptions to Section 162(m) apply with respect to qualified “performance-based compensation.” While the tax effect of any compensation arrangement is one factor to be considered, such effect is evaluated in light of our overall compensation philosophy. To maintainCommittee maintains flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Compensation and Benefits Committee haswhich may not adopted a policy that all compensation must be deductible. Stock options granteddeductible under our Stock Incentive Plan qualify as “performance-based compensation” and, as such, are exempt from the limitation on deductions. Outright grants of restricted stock and certain cash payments (such as base salary and discretionary cash bonuses) are not structured to qualify as “performance-based compensation” and are, therefore, subject to the Sectionsection 162(m) limitation on deductions and will count against the $1 million cap. However, the Executive Bonus Plan is structured to comply with Section 162(m) to obtain all allowable deductions. Attainment of 2015 targets under the Executive Bonus Plan was certified by the 162(m) Committee of the board of directors..

When determining amounts and forms of compensation grants to executives and employees, the Compensation and Benefits Committee considers the accounting cost associated with the grants. We account for stock-based compensation in accordance with United States generally accepted accounting standards regarding stock compensation which addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for (a) equity instruments of that company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. Under this accounting guidance, grants of stock options, restricted stock, restricted stock units, and other share-based payments result in an accounting charge. The accounting charge is equal to the fair value of the instruments being issued on the date of the grant and is amortized over the requisite service period, or vesting period of the instruments. For restricted stock and restricted stock units, the cost is equal to the fair value of the stock on the date of grant times the number of shares or units granted. For stock options, the cost is equal to the fair value of the option on the date of the grant, estimated using the Black-Scholes option-pricing model, times the number of options granted.principles (“GAAP”). For stock options and restricted stock with market conditions, the cost is equal to the fair value of the option or restricted stock on the date of grant, estimated using Monte Carlo simulations, times the number of stock options or shares of restricted stock granted. The grant date weighted average assumptions used during each of the years ended December 31, 2015 and 2014 were: risk-free interest rate of 1.5% and 2.0%, respectively; expected volatility of 34.7% and 36.9%, respectively, and expected lives of 6.5 years in both periods.simulations.

The valuations assume no dividends are paid. Dollar values included in the “Non-Employee DirectorAdditional Compensation Table” and the “Summary Compensation Table” represent the aggregate fair value of all awards granted in 2015 and in prior years.

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Stock Ownership, Compensation Recovery and HedgingGovernance Policies

Stock Ownership Guidelines

In July 2014, the board of directors adopted Stock Ownership Guidelines applicable to Charter’s outside directors and executive officers, including our Named Executive Officers. The stock ownership guidelines are based on achievement of a certain specified multiple of the applicable officer’s base salary or outside director’s cash retainer. The guidelines do not apply to officers, directors or affiliates of any stockholder of the Company beneficially holding 10% or greater of the outstanding shares of the Company’s stock.

Ownership levels will be evaluatedIn determining whether a covered individual has met the applicable stock ownership level, management evaluates annually by management based on: stock beneficially owned outright and 25% of the value of service basedtime-based restricted stock and restricted stock units that are only subject to servicetime-based vesting in determining whether a covered individual has met(the performance-based restricted stock unit awards do not count toward the applicable level.ownership guidelines). There is no time requirement to meet the guidelines; however,guidelines. However, until the minimum level is reached, a covered individual is required to retain a minimum of 25% of the shares received when options to purchase stock are exercised or restricted stock vests.vests (unless an exemption is granted). As of December 31, 2015,2018 all covered directors and the NEOs met the applicable stock ownership guidelines.guidelines (except for individuals appointed or hired after the closing of the Transactions who have had limited or no vesting events).

Compensation Recovery Policy

In July 2014, the Company’s board of directors also adopted aThe Compensation Recovery Policy. The policyPolicy provides that all executive officers, including the Named Executive Officers,NEOs, may, under certain circumstances, be required to repay or forfeit annual incentive or other performance-based compensation, including payments under our Executive Bonus Plan, received in the event of a restatement of Charter’s financial statements filed with the SEC. ThereUnder this policy, there is a three-year look back period for compensation recovery under the policy. The policyand it applies regardless of whether or not the individual was at fault in the circumstances leading to the restatement; however,restatement. However, the Compensation and Benefits Committee has been granted greater authority to recover any outstanding equity based awards, vested and unvested, if the Compensation and Benefits Committee findsit determines that a covered executive was engaged in any fraud or intentional misconduct with regard to the circumstances leading to the restatement.

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Hedging

The Company prohibits any Named Executive Officer, as well as other senior members of management, from hedging transactions or similar arrangements with respect to Company securities.

Stockholder Vote on Say on Pay

At the Company’s 2017 annual stockholders’ meeting, the stockholders considered an advisory proposal on the frequency of holding a vote on executive compensation and, as the Board of Directors recommended, voted to hold an advisory vote on executive compensation every three (3) years with approximately 57% of the votes cast in favor of the frequency proposal. At this same meeting, the stockholders also considered an advisory vote on executive compensation for the NEOs and, as the Board of Directors recommended, the stockholders approved the 2017 executive compensation with approximately 70% of the votes cast voting in favor of the proposal.

Charter’s executive compensation program is designed to ensure management’s interests are aligned with our investors’ interests to support long-term value creation, while also maintaining the consistency over time that is imperative for motivating and retaining employees. After considering the stockholders’ advisory votes, including the level of support received for each proposal, the Committee continues to believe that the Company’s executive compensation structure – including the five-year long-term incentive program established in 2016 – best achieves the desired alignment. In addition, the Committee views a three-year period between advisory votes on executive compensation as the most effective approach, providing investors sufficient time to evaluate the effectiveness of both short and long-term compensation strategies and corresponding business outcomes of the Company. Although the Committee will continue to monitor the frequency of the vote, the Committee considers a triennial vote on executive pay to be the appropriate frequency to provide time to thoughtfully consider and implement appropriate changes to our executive compensation program.

Proactive Stockholder Engagement

Charter values and carefully considers the feedback we receive from our stockholders. In 2018, we engaged in constructive dialogue with our leading institutional stockholders as well as certain proxy advisory firms. We reached out to and offered to have discussions with stockholders holding approximately 64% of the shares of our outstanding stock. We engaged with each stockholder who accepted our offer, making our Executive Vice President, General Counsel and Corporate Secretary, our Senior Vice President, Investor Relations and our Senior Vice President, Deputy General Counsel and Assistant Corporate Secretary available. Stockholder feedback, including through direct discussions and prior shareholder votes, as well as engagement with proxy advisory firms that represent the interests of a wide array of stockholders is reported to our Nominating and Corporate Governance Committee periodically throughout the year. We also review our practices against guidelines published by stockholders and proxy advisory firms, among others.

The engagements covered a variety of topics, including how executive compensation and incentives fit with Charter’s long-term strategy, board structure and diversity, and considerations for enhanced disclosures of certain items. A topic frequently discussed was the Company’s5-year long-term equity incentive program for executives, including the criteria the Committee took into account in determining the time and performance-based vesting elements and how those criteria were tied to significant levels of stock price appreciation. Stockholders generally supported the long-term growth approach that Charter has taken to equity compensation. We take seriously the views of our stockholders and took into consideration all the various input we received, and intend to continue our stockholder engagement efforts in 2019.    

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Summary Compensation Table

The following table sets forth compensation information for our Named Executive Officersnamed executive officers (“NEOs”) that were identified as such as of December 31, 2015.2018.

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20152018 Grants of Plan Based Awards

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Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning unexercised options and unvested restricted stock and restricted stock units for each of our Named Executive OfficersNEOs that remained outstanding as of December 31, 2015.2018. In connection with the closing of the Transactions the merger exchange ratio of .9042 was applied to the exercise price and performance targets (divided by .9042) and the number of restricted stock units and stock options (multiplied by .9042) for all equity awards outstanding on May 18, 2016.