Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

COMCAST CORPORATION

Comcast Corporation

(Name of Registrant as Specified inIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐   Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Table of Contents

Notice of 2021 Annual
Meeting of Shareholders
and Proxy Statement

Table of Contents

2020 Company Highlights

Strong Execution on Key Strategic Priorities

	(3)
Broadband	Aggregation	Streaming
$15 billion investment in Comcast Cable’s broadband network since the beginning of 2017 enabled us to stay ahead of demand 2 million broadband customer net additions in the U.S. in 2020 #1 provider in U.S. / #2 in U.K. in terms of internet customers	Filing Party:Further deployed X1, Flex & Sky Q with 47 million devices deployed, provide more of our customers with our best aggregation platforms 90+ new apps added in 2020 on Xfinity X1, Flex and Sky Q, adding more great content and value	Launched Peacock with 33 million sign-ups in the U.S. after 6 months NBCUniversal strategically entered the streaming market with a differentiated, free, ad-supported service that leveraged technologies and capabilities across our businesses to launch more quickly and effectively NOW gained new users Sky’s streaming offering, NOW, added new users streaming the latest TV, movies and live sports through Sky Cinema and Sky Sports

Supporting through COVID-19	Working Toward Equity
Employee Response $500 million+ in support for our employees where operations were closed or impacted by COVID-19 in 2020 Customer Support 1.5 million public WiFi hotspots in our network were opened for free Community Impact 1,000 WiFi-Connected Lift Zones in community centers across the U.S. for low-income students planned by the end of 2021, with 375+ launched to date	Diverse Board 50% Director Diversity by gender, race or ethnicity, with 30% gender and 30% racial and ethnic diversity Building a More Inclusive World $100 million incremental commitment to fight injustice and inequality against any race, ethnicity, gender identity, sexual orientation or ability Addressing Digital Inequities 5 million low-income students connected to the internet through Internet Essentials, which we believe is the largest and most comprehensive broadband adoption program for Americans, since 2011

2

Table of Contents

Message from Our Chairman, President and CEO and Our Lead Independent Director

Dear Shareholders,

The past year and the COVID-19 pandemic brought with it unprecedented societal and business challenges – the most difficult we have faced in our nearly 60-year history. We are immensely proud of Comcast’s performance under the Board of Directors’ stewardship and grateful for a leadership team that adapted and innovated to keep our people, customers and communities safe and supported. Our focus, expertise and passion led to a strong year for our organization and we believe positions us for continued long-term success.

The products and services we provide were more important than ever, as millions relied on our broadband to work and learn from home and turned to our entertainment, news and sports platforms for information and enjoyment. Comcast Cable’s results this year were strong, highlighted by record total customer and broadband additions, and impressive growth in adjusted EBITDA. NBCUniversal responded quickly to the pandemic, accelerating the reorganization of its television businesses, releasing new films direct to consumers by creating a premium video on demand window and reopening the parks safely, while successfully launching the new Peacock streaming service, which surpassed 33 million sign-ups in just over its first six months. Sky also reacted swiftly and effectively, and as a result, revenue and customer relationships at the end of the year returned to pre-COVID levels.

The core values of our organization – entrepreneurial spirit, doing the right thing and acting with integrity, respect for each other and giving back to the community – guided us as we worked diligently to accelerate key initiatives that would help those that were hardest hit by the pandemic. With the full support of our Board, we moved the vast majority of our employees to work from home to keep them and their families safe and provided more than $500 million to support employees where operations were closed. We expanded Internet Essentials, which we believe is America’s largest and most successful broadband adoption program, to reach even more low-income families, and launched WiFi-enabled Lift Zones in hundreds of community centers to help those without a home connection get online.

In response to the urgently needed national dialogue around race and inequity, our company mobilized, building on a long-standing commitment to diversity, equity and inclusion, with an additional $100 million commitment to fight inequality and racism against any race, ethnicity, gender identity, sexual orientation or ability. These efforts, which are outlined in greater detail in the pages that follow, will remain key focus areas of our Board and our business as we continue to work hard to make a difference.

As we look ahead to 2021, we do so with renewed confidence and optimism. We have entered the year with a strong balance sheet and a continued strategic focus on broadband, aggregation and streaming. We will continue to oversee and operate our organization for the long term, with support for our employees, customers and communities, and drive overall value for our company and shareholders.

Thank you for your investment in Comcast and for your commitment. We are excited about the promise of the year ahead and the opportunity to serve you and our company as directors.

Sincerely,

	(4)
Brian L. Roberts Chairman, President and Chief Executive Officer		Date Filed:Edward D. Breen Lead Independent Director

Table of Contents

Notice of 20192021 Annual Meeting of Shareholders of Comcast Corporation

All shareholders are cordially invited to attend a virtual annual meeting of shareholders, conducted via live webcast. Based on our prior experience, we believe that virtual meetings provide expanded shareholder access and participation, and improved communications. During the virtual meeting, you may ask questions and will be able to vote your shares electronically. To participate in the annual meeting, you will need the16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for onlinecheck-in, which will begin at 8:45 a.m. Eastern Time. Please note that there is noin-person annual meeting for you to attend.

Only shareholders of record on April 5, 20192021 may vote and participate and vote atduring the meeting. If the meeting is adjourned because a quorum is not present, then atshareholders who attend the reconvened meeting, shareholders who participate in the meeting will constitute a quorum for the purpose of acting upon the matters presented at that meeting pursuant to the rules described in “Voting Securities and Principal Holders –— Outstanding Shares and Voting Rights” in the attached proxy statement.

As permitted by the Securities and Exchange Commission, we are making the attached proxy statement and our Annual Report on Form10-K available to our shareholders electronically via the Internet. In accordance with thise-proxy process, we have mailed to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and our Annual Report on Form10-K via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials and the proxy statement also contain instructions on how you can receive a paper copy of the proxy materials. If you elect to receive a paper copy of our proxy materials, our 2018 Annual Report on Form10-K will be mailed to you along with the proxy statement.

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders beginning on or about April 26, 2019.23, 2021.

Your vote is important. Please vote your shares promptly. To vote your shares, you can (i) use the Internet, as described in the Notice of Internet Availability of Proxy Materials and on your proxy card; (ii) call the toll-free telephone number set forth in the attached proxy statement and on your proxy card; or (iii) complete, sign and date your proxy card and return your proxy card by mail.

THOMAS J. REID

Secretary

April 26, 2019

TABLE OF CONTENTScan:

		Page

*                             *                            *

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 5, 2019: Our proxy statement and our Annual Report on Form10-K for the fiscal year ended December 31, 2018 are available atwww.proxyvote.com.

PROXY STATEMENT

PROXY STATEMENT SUMMARY

This summary is intended to provide a broad overview of some of the items elsewhere in this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics before voting.

ANNUAL MEETING INFORMATION

ANNUAL MEETING AGENDA AND VOTING MATTERS

BOARD OF DIRECTORS: NOMINEES FOR ELECTION

GENERAL INFORMATION

Who May Vote

Holders of record of Class A and Class B common stock of Comcast Corporation (“Comcast,” the “Company,” “our,” “we” or “us”) at the close of business on April 5, 2019 may vote at the annual meeting of shareholders. The Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed, and this proxy statement is being made available, to our shareholders beginning on or about April 26, 2019.

How to Vote

You may vote at the virtual meeting or by proxy. We recommend that you vote by proxy even if you plan to participate in the virtual meeting. You can always change your vote at the meeting if you participate in it.

How Proxies Work

Our Board of Directors (the “Board”) is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our director candidates. You also may vote for or against the other proposals or abstain from voting.

You can vote by proxy in any of the following ways:

Telephone: Call toll free1-800-690-6903 and follow the instructions provided on the recorded message. If you hold shares beneficially, through a broker, brokerage firm, bank or other nominee, please refer to the instructions your broker, brokerage firm, bank or other nominee provided to you regarding voting by telephone.

If you vote via

April 23, 2021

THOMAS J. REID
Secretary

4

Table of Contents

Table of Contents

Message from Our Chairman, President and CEO and Our Lead Independent Director	3
Notice of 2021 Annual Meeting of Shareholders of Comcast Corporation	4
About Comcast	6
Our COVID-19 Response	9
Diversity, Equity and Inclusion at Comcast	10
Corporate Governance and Board Matters	12
PROPOSAL 1: Election of Directors
Board of Directors	12
Board Structure and Responsibilities	20
Corporate Governance Practices, Policies and Processes	24
Executive Compensation	27
PROPOSAL 2: Advisory Vote to Approve Executive Compensation
Letter from the Compensation Committee	28
Compensation Discussion and Analysis	29
Compensation Committee Report	46
Executive Compensation Tables	47
Audit Committee Matters	56
PROPOSAL 3: Ratification of Appointment of Independent Auditors
Report of the Audit Committee	57

Shareholder Proposal	59
Proposal 4: Shareholder Proposal to Conduct Independent Investigation and Report on Risks Posed by Failing to Prevent Sexual Harassment
Information about Stock Ownership	62
Compensation of Directors	64
Related Party Transactions Policy and Certain Transactions	66
Other Information	67
Appendix A: Reconciliations of Non-GAAP Financial Measures	A-1

Table of Contents

About Comcast

Our Company

Comcast Corporation (“Comcast,” the Internet“Company,” “we,” “our” or “us”) is a global media and technology company that connects people to moments that matter. We are principally focused on broadband, aggregation and streaming with over 56 million customer relationships across the United States and Europe. We deliver broadband, video and wireless services through our Xfinity, Comcast Business and Sky brands; create, distribute and stream leading entertainment, sports and news through Universal Filmed Entertainment Group, Universal Studio Group, Sky Studios, the NBC and Telemundo broadcast networks, Peacock, NBC News, NBC Sports, Sky News and Sky Sports; and provide memorable experiences at Universal Parks and Resorts in the United States and Asia.

Our Core Values

Our Strategy

We have three strategic priorities:

We aim to be a leader in each of the markets in which we compete and create value through the complementary and reinforcing aspects of our businesses. This includes providing the best consumer proposition in broadband, aggregation and streaming by telephone, your vote mustutilizing our direct-to-customer relationships, premium content and other assets from across our company. In doing this, our core competencies in innovation and operational excellence, along with a strong culture of entrepreneurship and collaboration, enable us to deliver more value to our customers. The complementary nature and resiliency of our business have enabled us to attract and develop top talent, make significant positive impacts within the communities we serve and around the world and generate superior long-term total shareholder returns.

2020 Performance Overview

We operate and seek to succeed in intensely competitive, rapidly changing and, in most instances, highly regulated industries. Our uniquely positioned company enabled us to execute against our strategy in 2020. We delivered solid results in a year wrought with previously unimaginable challenges. Our fast decision-making and strong execution enabled us to respond, innovate and manage throughout the global pandemic in ways that benefited our employees, customers, communities, suppliers and investors now and for the long term. Our operational and financial results, and the resiliency of our business, were driven by our strategic focus on broadband, aggregation and streaming, which we believe delivers better experiences for our customers and value for our shareholders and puts us on a trajectory to emerge from this challenging environment in an even stronger position.

6

Table of Contents

During 2020, some of our businesses were forced to reinvent their day-to-day experiences, and in some instances temporarily ceased operations and productions, while others had record growth. For example, Comcast Cable continued its strong financial and operating performance in 2020, and the significant investments we have made in our technology and network over the years to stay ahead of demand and to maintain speed and reliability enabled us to successfully manage the largest sustained traffic surge in history during the peak of COVID-19. This achievement, combined with further enhancing our broadband offering by making Flex and Peacock available for free to customers, helped lead to 2 million net new broadband customers and 1.6 million total net new customer relationships this year – our best results on record.

The impact of the global pandemic placed significant pressure on NBCUniversal and Sky given the nature of these businesses, yet our leadership teams responded quickly and effectively. NBCUniversal, leveraging Sky’s technology infrastructure and Comcast Cable’s customer base, launched Peacock, our new streaming service. Even without the benefit of the Olympics, Peacock quickly surpassed our internal expectations, signing up 33 million customers in the United States in just over its first six months. NBCUniversal also reorganized its television and streaming businesses to optimize its content creation, distribution and monetization model and introduced a new “premium video on demand” strategy, making our films available in the home and enabling our Filmed Entertainment business to profitably release new titles despite theater closures due to COVID-19. Comcast Cable and Sky played a leadership role in distributing these films. Our theme parks business found creative solutions to open safely in Orlando, Florida and Osaka, Japan. Meanwhile, Sky successfully increased its penetration of customers in Europe with Sky Q, launched Sky broadband in Italy, leveraging Comcast Cable’s xFi platform, and maintained strong customer loyalty throughout the pandemic. At the end of 2020, Sky returned to 99% of pre-COVID customer levels.

Financial Performance

The COVID-19 pandemic negatively impacted our financial results in 2020 as many of our operations were closed, paused or restricted during the year. Despite this, our overall financial results were solid and our performance against our strategic initiatives was strong as outlined above. While we expect 2021 will be receiveda challenging year given the continued impacts of the COVID-19 pandemic, we are encouraged by 11:the performance of our businesses as we exited 2020.

REVENUE ($ in billions)		NET INCOME ATTRIBUTABLE TO COMCAST ($ in billions)		ADJUSTED EBITDA(1) ($ in billions)
$120 $94.5 $108.9 $103.6 $100 $80 $60 $40 $20 $0 2018 2019 2020		$15 $12 $9 $6 $3 $0 $11.7 $13.1 $10.5 2018 2019 2020		$40 $30 $20 $10 $0 $30.2 $34.3 $30.8 2018 2019 2020

NET CASH PROVIDED BY OPERATING ACTIVITIES ($ in billions)		FREE CASH FLOW(1) ($ in billions)
$30 $25 $20 $15 $10 $5 $0 $24.3 $25.7 $24.7 2018 2019 2020		$15 $12 $9 $6 $3 $0 $12.6 $13.4 $13.3 2018 2019 2020

Table of Contents

2020 key reported results across our three primary businesses included:

In addition, we made four cash dividend payments totaling $4.1 billion in 2020 and announced an increase to the planned annual dividend by $0.08 per share, or 9%, to $1.00 per share on an annualized basis for 2021 – the 13th increase in 13 years.

Stock Performance

Our stock performance over the short and long term is reflected below, with our performance over the long term outperforming the S&P 500.

TOTAL SHAREHOLDER RETURNS: CMCSA VS. S&P 500

$500 $400 $300 $200 $100 $0 19% 18% 39% 49% 105% 103% 475% 267% 1-Year 3-Year 5-Year 10-Year Comcast Corporation S&P 500

8

Table of Contents

Our COVID-19 Response

COVID-19 had a tremendous impact on nearly every aspect of our daily lives in 2020. Across Comcast Cable, NBCUniversal and Sky, we worked hard to support our customers, employees and communities.

Making Employee Safety Our First Priority		Keeping Customers Connected as Millions Work and Learn from Home
At the onset of the pandemic, we moved the vast majority of our employees to work from home, while enhancing safety measures for our frontline, news and production teams. We also committed more than $500 million to support employees where operations were paused or impacted.		With millions relying on our broadband services to work and attend school from home, our teams worked overtime to keep customers connected. The Comcast network ran superbly, despite an unprecedented surge in internet use of over 50% in some markets. Our engineers have continued to run 700,000+ diagnostic speed tests most days for network reliability.
Expanding the Reach and Impact of Internet Essentials		Launching WiFi-Connected Lift Zones Nationwide
We sought to keep those communities hardest hit by the pandemic connected. Building on our long-standing commitment to digital equity, we expanded Internet Essentials, which we believe is America’s largest and most comprehensive broadband adoption program, which has connected more than five million low-income students since 2011. Through partnerships with cities, public school districts, philanthropies and other organizations, we provided students with access to the tools they needed to participate in virtual learning. We also increased speeds for Internet Essentials customers, with current speeds at 50/5 Mbps.		Working with non-profit partners and city leaders, we provided high-capacity WiFi in hundreds of community centers around the country to help students get online, participate in distance learning and do their schoolwork. We plan to open 1,000 Lift Zones by the end of 2021 and are on track to meet that goal by having already opened over 375.
Supporting Small Businesses through Comcast RISE		Keeping Audiences Informed through a Pivotal Year
Comcast RISE, a multi-year, multi-faceted initiative, was designed to help thousands of Black, Indigenous and people of color (“BIPOC”)-owned small businesses impacted by COVID-19 by providing marketing and technology services and equipment. In 2020, 700+ small businesses received support through this program in more than 280 cities in almost 30 states, and so far in 2021 we have supported hundreds more with $5 million of grant funding.		Our NBCU News Group and Sky News teams worked hard to keep the world informed and bring news and information to even more people by expanding free access to traditionally subscription-only content, curating special COVID-19 information destinations and hosting countless special reports on the pandemic.

Table of Contents

Diversity, Equity and Inclusion at Comcast

We believe that a diverse, equitable and inclusive company seeds innovation and success, and we embrace diversity of background, perspective, culture and experience throughout our business. Our commitment to Diversity, Equity and Inclusion (“DE&I”) is longstanding, and our efforts and progress in this regard are reviewed and discussed by our Board and/or its committees, our external Joint Diversity Advisory Council and management, including the Company’s Chief Diversity Officer.

Board of Directors and Workforce(U.S. full-time employees as of YE 2020)

BOARD OF DIRECTORS 30% 30% of our Board of Directors were women 10% 10% 10% 30% of our Board of Directors were people of color  African American Asian American Hispanic 2+ Races Native American OVERALL WORKFORCE 36% of our employees were women 19% 7% 15% 0.4% 3% 44% of our employees were people of color  VP+ 40% of our Vice Presidents & above were women 5% 8% 7% 0.2% 2% 22% of our Vice Presidents & above were people of color

DE&I Strategic Initiatives

As a media and technology company, we have a unique opportunity to use our collective platforms, programs and talent to help create a more equitable industry and society. We have identified key areas aligned with our businesses – digital equity, small businesses and media, education and awareness – where we aspire to be a leader in effecting sustainable change.

10

Table of Contents

Table of Contents

Corporate Governance and Board Matters

	Proposal 1:  ELECTION OF DIRECTORS
		Our Board unanimously recommends that shareholders vote “FOR” the election of each of the nominees for director.

Board of Directors

Board Snapshot

INDEPENDENCE Independent: 90% - 9 Non-independent - 1  DIVERSITY (GENDER & RACE)  Diverse: 50% Female - 30% Racial/Ethnic Diversity - 30%  INDEPENDENT DIRECTOR TENURE Average Tenure: 7.8 years ‹ 5 years - 5 6-12 years - 1 ›12 years - 3 AGE Average Age: 64 55-60 -2 61-65 - 4 66-70 -4

Board Nominees Non-independent -1 Independent - 9 Diverse - 5 Non-Diverse - 5 Brian L. Roberts, 61 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: None Kenneth J. Bacon, 66 Independent Director Director Since: November 2012 Committee Membership: Governance and Directors Nominating Committee Madeline S. Bell, 59 p.m. Eastern TimeIndependent Director Director Since: February 2016 Committee Membership: Governance and Directors Nominating Committee Naomi M. Bergman, 57 Independent Director Since: June 2020 Committee Membership: Audit Committee Edward D. Breen, 65 Lead Independent Director Director Since: February 2014 Committee Membership: Compensation Committee Gerald L. Hassell, 69 Independent Director Director Sice: May 2008 Committee Membership: Compensation Committee Jeffrey A. Honickman, 64 Independent Director Director Since: December 2005 Committee: Audit* and Governance and Directors Nominating Committees Maritza G. Montiel, 69 Independent Director Director Since: June 2018 Committee Membership: Audit Committee* Asuka Nakahara, 65 Independent Director Director Since: February 2017 Committee Membership: Audit Committee David C. Novak, 68 Independent Director Director Since: December 2016 Committee Membership: Compensation Committee

12

Table of Contents

Director Skills and Experience

As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board then strives to balance the need to have directors with a diversity of skills, backgrounds, experiences, perspectives and viewpoints, areas of expertise and knowledge, while maintaining gender and racial and ethnic representation.

Our Board and each of its committees perform an annual self-assessment which, among other things, evaluates the overall composition of our Board, including the diversity of skills and backgrounds of our directors. Our Governance and Directors Nominating Committee focuses on June 4, 2019.certain specific director qualifications and skills, including those highlighted below, to select directors that bring to the Board a diversity of experience, qualifications, skills, viewpoints and perspectives to oversee and address the current issues facing our company. Our Governance and Directors Nominating Committee considers these qualifications, including with respect to gender and racial and ethnic diversity, as it seeks to identify and evaluate potential new directors.

If you give us your signed proxy but do not specify how

		KENNETH J. BACON	MADELINE S. BELL	NAOMI M. BERGMAN	EDWARD D. BREEN	GERALD L. HASSELL	JEFFREY A. HONICKMAN	MARITZA G. MONTIEL
	Internet/Video/Wireless Industry
	Media Industry
	Financial/Accounting
	Consumer Products/Customer-Oriented
	Government Affairs
	International
	Talent Management
	Technology
	Non-Profit/Educational/Philanthropic
	Current/Former CEO/President/ Executive Officer
	Diversity (Gender/Race/Ethnicity)

Table of Contents

Director Nominee Biographies

	Kenneth J. Bacon
	INDEPENDENT
	Partner at RailField Partners
	Age: 66
	Director since: November 2002
	Committees: Governance and Directors Nominating
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	Ally Financial Inc., Welltower Inc., Arbor Realty Trust, Inc.
	FORMER PUBLIC COMPANY DIRECTORSHIPS:
	Forest City Realty Trust

CAREER HIGHLIGHTS:

•	Partner, RailField Partners, a financial advisory and asset management firm, 2012 – Present
•	Executive Vice President of the multifamily mortgage business, Fannie Mae, 2005 – 2012
•	Interim Executive Vice President, Housing and Community Development, January 2005 – July 2005
•	Member, National Multifamily Housing Council

QUALIFICATIONS:

We believe that Mr. Bacon’s significant experience in government affairs and the financial and housing industries renders him qualified to vote, we will vote your shares (i)serve as one of our directors.

	Madeline S. Bell
	INDEPENDENT
	President and Chief Executive Officer of The Children’s Hospital of Philadelphia
	Age: 59
	Director since: February 2016
	Committees: Governance and Directors Nominating

CAREER HIGHLIGHTS:

•	President and Chief Executive Officer, The Children’s Hospital of Philadelphia (“CHOP”), a top-ranked children’s health system and research institute with 20,000 employees and over $3.2 billion of annual revenue, 2015 – Present
•	Multiple Leadership Roles, including Chief Operating Officer, CHOP, 1995 – 2015
•	Began career as a pediatric nurse in 1983, moved from a variety of different nursing roles into hospital administration in 1989 and holds a Master of Science in Organizational Dynamics from the University of Pennsylvania
•	Board Member, Federal Reserve Bank of Philadelphia
•	Board Member, Leonard Davis Institute of Health Economics and Solutions for Patient Safety
•	Executive Committee Member, Greater Philadelphia Chamber of Commerce and CEO Council for Growth

QUALIFICATIONS:

We believe that Ms. Bell’s experience and leadership of CHOP and her experience in favorthe non-profit community render her qualified to serve as one of (a)our directors.

14

Table of Contents

	Naomi M. Bergman
	INDEPENDENT
	Senior Executive of Advance
	Age: 57
	Director since: June 2020
	Committees: Audit
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	Visteon Corporation
	FORMER PUBLIC COMPANY DIRECTORSHIPS:
	Cable One, Inc.

CAREER HIGHLIGHTS:

•	Senior Executive, Advance, a private business that invests in a broad range of media, entertainment, technology, communications and education companies, 2016 – Present
•	President, Bright House Networks, a cable company, 2010 – 2016
•	Multiple leadership roles, Bright House Networks and Time Warner Cable
•	Member of Technological Advisory Committee, Federal Communications Commission
•	Board Member, The Cable Center and Adaptive Spirit

QUALIFICATIONS:

Ms. Bergman’s role in Advance is to provide strategic guidance to Advance’s operating companies and investments, with a focus on corporate development. We believe that Ms. Bergman’s extensive experience and leadership in the cable industry and in providing strategic guidance to Advance companies render her qualified to serve as one of our directors.

	Edward D. Breen
	LEAD INDEPENDENT DIRECTOR
	Chief Executive Officer and Executive Chairman of DuPont de Nemours, Inc.
	Age: 65
	Director since: February 2014
	Committees: Compensation
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	DuPont de Nemours, Inc., International Flavors & Fragrances, Inc.
	FORMER PUBLIC COMPANY DIRECTORSHIPS:
	Corteva, Inc., DowDuPont Inc., Tyco International Ltd.

CAREER HIGHLIGHTS:

•	Chief Executive Officer (since 2020) and Executive Chairman (since 2019), DuPont de Nemours, Inc., a provider of technology-based materials, ingredients and solutions
•	Chief Executive Officer and Chairman, DowDuPont and predecessors, 2015 – 2019
•	Chief Executive Officer, Tyco International Ltd., 2002 – 2012; Chairman until 2016
•	Previous President and Chief Operating Officer, Motorola, and multiple leadership roles, Motorola’s Networks Sector and Motorola’s Broadband Communications Sector
•	Chairman, President and CEO, General Instrument Corporation, 1997 – 2000
•	Previously a director of Comcast from 2005 – 2011
•	Member of the Advisory Board, New Mountain Capital

QUALIFICATIONS:

We believe that Mr. Breen’s extensive experience in the technology, equipment supplier and consumer product sectors, notably as those sectors relate to the internet, video and wireless industries, including his various experiences as a president and chief executive officer, renders him qualified to serve as one of our directors.

Table of Contents

	Gerald L. Hassell
	INDEPENDENT
	Former Chief Executive Officer of The Bank of New York Mellon
	Age: 69
	Director since: May 2008
	Committees: Compensation
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	MetLife, Inc.
	FORMER PUBLIC COMPANY DIRECTORSHIPS:
	The Bank of New York Mellon

CAREER HIGHLIGHTS:

•	Chief Executive Officer and Chairman, The Bank of New York Mellon, a financial services corporation, 2011 – 2017
•	President, The Bank of New York Company, Inc. and The Bank of New York, 2007 – 2011
•	Member of the Board of Trustees, Duke University
•	Member of the Board of Directors, Duke University Health System

QUALIFICATIONS:

We believe that Mr. Hassell’s significant experience and leadership in the financial industry, including with respect to consumer financial products, as well as his prior experience as a president and chief executive officer, render him qualified to serve as one of our directors.

	Jeffrey A. Honickman
	INDEPENDENT
	Chief Executive Officer of Pepsi-Cola & National Brand Beverages
	Age: 64
	Director since: December 2005
	Committees: Audit and Governance and Directors Nominating

CAREER HIGHLIGHTS:

•	Chief Executive Officer, Pepsi-Cola & National Brand Beverages, Ltd., a bottling and distribution company, which includes among its affiliates Pepsi-Cola Bottling Company of New York, Inc. and Canada Dry bottling companies from New Jersey to Virginia, 1990 – Present
•	Vice President and Secretary of Antonio Origlio Inc., a beverage distributor based in Philadelphia, Pennsylvania, which does business as Origlio Beverages
•	Chairman of the Board of Directors, American Beverage Association
•	Member of Board of Trustees, Barnes Foundation
•	Member of President’s Advisory Counsel, Sidney Kimmel Cancer Center, Jefferson Health

QUALIFICATIONS:

We believe that Mr. Honickman’s significant experience in the wholesale and consumer products industries, including his experience as a chief executive officer, renders him qualified to serve as one of our directors.

16

Table of Contents

	Maritza G. Montiel
	INDEPENDENT
	Former Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP
	Age: 69
	Director since: June 2018
	Committees: Audit
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	AptarGroup, Inc., McCormick & Company, Incorporated, Royal Caribbean Cruises Ltd.

CAREER HIGHLIGHTS:

Deputy Chief Executive Officer and Vice Chairman, Deloitte LLP, 2011 – 2014

	•	Numerous senior management roles at Deloitte, including:
	•	Managing Partner (Leadership Development and Succession, Deloitte University), 2009 – 2011

•	Regional Managing Partner, 2001 – 2009
•	Advisory Partner for many public company clients where Deloitte was the principal auditor
•	Member of Deloitte’s U.S. and Global Board of Directors

QUALIFICATIONS:

As Deputy Chief Executive Officer of Deloitte, among other things, Ms. Montiel led a variety of strategic initiatives, including the transformation of the firm’s Federal Government Services Practice. We believe that Ms. Montiel’s extensive experience and leadership in the accounting profession, including her experience as the former Deputy Chief Executive Officer and Vice Chairman of Deloitte, render her qualified to serve as one of our directors.

	Asuka Nakahara
	INDEPENDENT
	Partner at Triton Atlantic Partners
	Age: 65
	Director since: February 2017
	Committees: Audit
	OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS:
	CBRE Clarion Global Real Estate Income Fund

CAREER HIGHLIGHTS:

•	Partner, Triton Atlantic Partners, a real estate advisory firm and investment vehicle that he co-founded, 2009 –Present
•	Associate Director, Zell-Lurie Real Estate Center, Wharton School of the University of Pennsylvania
•	Trammell Crow Company, various leadership roles including Chief Financial Officer (overseeing finance, capital markets, mergers and acquisitions, marketing, Trammell Crow University, human resources and other new business initiatives), 1996 – 1999
•	Board Member and Chair of the Investment Committee, United States Golf Association
•	Board Member, PGA of America

QUALIFICATIONS:

We believe that Mr. Nakahara’s extensive knowledge of real estate and general advisory matters, including his leadership and academic experiences, as well as his prior experience as a chief financial officer, render him qualified to serve as one of our directors.

Table of Contents

	David C. Novak
	INDEPENDENT
	Founder of David Novak Leadership, LLC
	Age: 68
	Director since: December 2016
	Committees: Compensation

CAREER HIGHLIGHTS:

•	Founder of David Novak Leadership, LLC, which provides online leadership training to transform managers into confident, capable, engaging leaders
•	Executive Chairman of the Board, YUM! Brands, Inc., 2015 – 2016
•	Chairman of the Board, YUM! Brands, Inc., 2001 – 2014
•	Chief Executive Officer, YUM! Brands, Inc., 2000 – 2014
•	Board Member, Lift-a-Life Novak Family Foundation

QUALIFICATIONS:

We believe that Mr. Novak’s extensive knowledge of customer service-oriented business practices and talent management, as well as his prior experience as a chief executive officer and chairman, render him qualified to serve as one of our directors.

	Brian L. Roberts
	Chairman, President and Chief Executive Officer of Comcast
	Age: 61
	Director since: March 1988
	Committees: None

CAREER HIGHLIGHTS:

•	Chairman of the Board, Comcast, 2004 – Present
•	Chief Executive Officer, Comcast, 2002 – Present
•	President, Comcast, 1990 – Present
•	Director, National Cable and Telecommunications Association, the principal trade association of the cable industry
•	Director Emeritus, CableLabs, the cable industry’s research and development consortium

As of December 31, 2020, Mr. Roberts, through his ownership of our Class B common stock, had sole voting power over 33 1/3% of the combined voting power of our two classes of voting common stock.

QUALIFICATIONS:

We believe that Mr. Roberts’ extensive experience and leadership in the internet, video, phone, media and entertainment and wireless industries, including as our Chairman, President and Chief Executive Officer, render him qualified to serve as one of our directors.

18

Table of Contents

Independence Determinations

Our Board has determined that each of our nine nonemployee directors is independent in accordance with the director candidates, (b)independence definition specified in our corporate governance guidelines, which are posted under “Corporate Governance” in the ratification of the appointmentInvestors section of our independent auditors, (c)website at www.comcastcorporation.com, and in accordance with applicable Nasdaq rules. In making its independence determinations, our Board considered transactions and relationships between each director or any member of his or her immediate family and us, including those reported under “Related Party Transactions Policy and Certain Transactions” below. The Board also considered that in the approvalordinary course of business we have, during the Comcast Corporation 2019 Omnibus Sharesave Plancurrent year and (d) the approval, on an advisory basis,past three fiscal years, sold products and services to, purchased products and services from, and/or made charitable donations (including by certain of our executive compensation;officers) to companies and (ii) againstorganizations at which some of our directors are currently an executive officer or a significant shareholder. In each case, the amount paid or donated to or received from these companies and organizations each year was below 1% of the shareholder proposals.recipient company’s or organization’s total consolidated gross revenues, which is far below the 5% limit prescribed by Nasdaq rules.

Notice of Electronic Availability of Proxy Materials

Pursuant toOur Board also considered director tenure in connection with its independence determinations, even though neither our corporate governance guidelines nor Nasdaq rules deem a long-tenured director not independent. Following the rules of the Securities and Exchange Commission (“SEC”), we are making this proxy statement and our Annual Report on Form10-K available to our shareholders electronically via the Internet. In compliance with thise-proxy process, on or about April 26, 2019, we mailed to our shareholders of record and beneficial owners the Notice containing instructions on how to access this proxy statement and our Annual Report on Form10-K via the Internet and how to vote online. As a result, you will not receive a paper copy of the proxy materials unless you request one. All shareholders are able to access the proxy materials on the website referred to in the Notice and in this proxy statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. By participating in thee-proxy process, we reduce the impact of our annual meeting of shareholders, if all director nominees are elected to serve as our directors, the average tenure of our independent directors will be 7.8 years.

Retirement Age, Director Tenure and Director Emeritus Program

Our corporate governance guidelines require that our independent directors not stand for re-election to the Board after reaching the age of 72. We believe that our retirement policy and natural turnover achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge and refreshing the Board with new directors and different areas of expertise and knowledge, while maintaining gender and racial and ethnic representation.

Our Board has created a director emeritus program to avail itself of the counsel of retiring directors who have made and can continue to make a unique contribution to the deliberations of the Board. A director emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board, but may not vote, be counted for quorum purposes or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director. Sheldon M. Bonovitz was designated as a director emeritus following our 2020 annual meeting.

Director Nominations

Our Governance and Directors Nominating Committee will consider director candidates nominated or recommended by shareholders and will evaluate any such candidates in a similar manner as any other candidates. In identifying and evaluating candidates, whether recommended by the environmentCommittee or by shareholders, the Committee will consider an individual’s professional knowledge, business, financial and save money onmanagement expertise, industry knowledge, entrepreneurial background and experience, as well as applicable independence requirements. The committee also gives significant consideration to the costcurrent composition and diversity of printingour Board, including with respect to skills, age, backgrounds, experiences, perspectives, viewpoints and mailing documents to you. See “Electronic Access to Proxy Materialsgender and Annual Report on Form10-K” below for further information on electing to receive proxy materials electronically.racial and ethnic representation.

Matters to Be Presented

We are not aware of any matters to be presented at the meeting other than those described in this proxy statement. If any matters not described in this proxy statement are properly presented at the meeting, the proxies will use their own judgment to determine how to vote your shares. If the meeting is postponed or adjourned, the proxies will vote your shares on the new meeting dateTo submit a nomination, shareholders must provide a written notice in accordance with your previous instructions, unless you have revoked your proxy.

Revokingthe requirements in our by-laws within the following time periods. For the election of directors at the 2022 annual meeting of shareholders, if such meeting is called for a Proxy

You may revoke your proxy before it is voted by:

Attending and Voting atclose of business on the Meeting

This year’s annual meeting will be a virtual meetingtenth day following the day we mailed notice of, shareholders conducted via live webcast. All shareholdersor announced publicly, the date of record on April 5, 2019 are invited to attend and participate in the meeting. Based on our prior experience, we believe that a virtual meeting provides expanded shareholder access and participation and improved communications, while affording shareholders the same rights as if the meeting, were held in person, including the abilitywhichever occurs first.

In addition, a shareholder or group of up to vote shares electronically during the meeting and ask questions in accordance with the rules of conduct for the meeting.

To attend, and submit your questions during, the virtual meeting, please visitcomcast.onlineshareholdermeeting.com. To participate in the annual meeting, you will need the16-digit control number included on your Notice or on your proxy card. Beneficial20 shareholders who do not have a control number may gain access to the meeting by logging into their broker, brokerage firm, bank or other nominee’s website and selecting the shareholder communications mailbox to link through to the annual meeting; instructions should also be provided on the voting instruction card provided by your broker, bank, or other nominee.

If you have any technical difficulties or any questions regarding the virtual meeting website, we are ready to assist you. Please call1-855-449-0991 (toll-free) or1-720-378-5962 (toll line). If there are any technical issues in convening or hosting the meeting, we will promptly post information to our investor relations website, cmcsa.com, including information on when the meeting will be reconvened.

Conductowning at least 3% of the Meeting

The Chairman of our Board (or any other person designated by our Board) has broad authority to conduct the annual meeting of shareholders in an orderly manner. This authority includes establishing rules of conduct, which will be available at the virtual meeting, for shareholders who wish to participate in the meeting. To ensure the meeting is conducted in a manner that is fair to all shareholders, the Chairman (or such other person designated by our Board) may exercise broad discretion in recognizing shareholders who wish to participate, the order in which questions are asked and the amount of time devoted to any one question. However, consistent with our priorin-person annual meetings, all questions submitted in accordance with the rules of conduct generally will be addressed in the order received.

Additional Information on the Annual Meeting of Shareholders

If you have questions or would like more information about the annual meeting of shareholders, you can contact us in any of the following ways:

Thomas J. Reid, Secretary

Comcast Corporation

One Comcast Center

Philadelphia, PA 19103

Shareholder Engagement

We have always maintained a very active and broad-based investor relations outreach program to solicit input and to communicate with shareholders on a variety of topics related to our business and strategy. Over the course of a year, our investor relations team, some of our named executive officers (“NEOs”) and other key employees typically speak with several hundred investors through investor roadshows, conferences and phone conversations.

In addition to our traditional investor relations outreach program, we holdin-person and telephonic governance roadshow presentations and discussions with our larger investors. Over the past year, we spoke with approximately 35 investors, including investors who sought to engage with us. We believe these investors represented approximately 40%aggregate number of our outstanding shares of Class A common stock. We also spoke withstock continuously for at least three years may nominate and include in our proxy materials director nominees constituting up to the greater of 20% of our Board or two directors, provided the shareholder(s) and nominee(s) satisfy the requirements in our by-laws. Notice of proxy access director nominees for the election of directors at the 2022 annual meeting of shareholders, if such meeting is called for a date between May 3, 2022 and July 2, 2022, must be received on or after November 24, 2021 and on or before December 24, 2021. If such meeting is called for any other date, we must receive written notice by the later of the top proxy advisory firms. Manyclose of these meetings included at least onebusiness on the date that is 180 days prior to such meeting or the tenth day following the date the meeting is first publicly announced or disclosed.

Table of Contents

Shareholders can obtain a copy of our NEOs.

This dialogue provides an opportunityby-laws by writing to discuss governance matters generally, including our directors’ skills and tenure, our Board’s oversight roles and responsibilities, our various social and environmental initiatives, and our approach to compensation matters, including the linkage between pay and performance and our compensation program’s alignment to our shareholders’ interests. Through these discussions, some of our shareholders have suggested that we consider certain changes or additional disclosures. In response to feedback from some investors, we have included additional information on our company’s culture and values in this year’s proxy statement, as described in more detail on page 8 below.

Our Board has established a process for shareholders and other interested parties to communicate with its members. Correspondence may be addressed to the Board, the Lead Independent Director, any other particular director, any committee of the Board or any other group of directors, in care of Thomas J. Reid, Secretary, Comcast Corporation, at the mailing address provided above or the followinge-mail address: audit_committee_chair@comcast.com. The Secretary, or his designee, promptly reviews all such correspondence, and, as appropriate, forwards it to the Board or other addressee basedgiven on the subject matter of the correspondence. Any such correspondence relating to accounting, internal accounting controls or auditing matters is handled in accordance with procedures established by the Audit Committee.

VOTING SECURITIES AND PRINCIPAL HOLDERS

OUTSTANDING SHARES AND VOTING RIGHTS

At the close of business on April 5, 2019, the record date, we had outstanding 4,529,346,634 shares of Classpage 68. A common stock and 9,444,375 shares of Class B common stock.

On each matter to be voted on, the holders of Class A common stock and Class B common stock will vote together. As of the record date, each holder of Class A common stock is entitled to 0.0626 votes per share and each holder of Class B common stock is entitled to 15 votes per share.

We must have a quorum to carry on the business of the annual meeting of shareholders. This means that, for each matter presented, shareholders entitled to cast a majority of the votes that all shareholders are entitled to cast on that matter must be represented at the meeting, either by proxy or by attending the virtual meeting. If the meeting is adjourned for one or more periods aggregating at least five days due to the absence of a quorum, those shareholders who are entitled to vote and who attend the adjourned meeting, even though they do not constitute a quorum as described above, will constitute a quorum for the purpose of electing directors at such reconvened meeting. If the meeting is adjourned for one or more periods aggregating at least 15 days due to the absence of a quorum, shareholders who are entitled to vote and who attend the adjourned meeting, even though they do not constitute a quorum as described above, will constitute a quorum for the purpose of acting on any matter described in this proxy statement other than the election of directors.

The director candidates who receive the most votes will be elected to fill the available seats on our Board. Approval of the other proposals requires the favorable vote of a majority of the votes cast. Only votes for or against a proposal count for voting purposes. Withheld votes in regard to the election of directors, abstentions and broker nonvotes count for quorum purposes. Broker nonvotes occur on a matter when a bank, brokerage firm or other nominee is not permitted by applicable regulatory requirements to vote on that matter without instruction from the owner of the shares and no instruction is given. Absent instructions from you, your broker may vote your shares on the ratification of the appointmentcopy of our independent auditors, but may not vote your shares on the election of directors or any of the other proposals.

PRINCIPAL SHAREHOLDERS

This table sets forth information as of March 15, 2019 about persons we know to beneficially own more than 5% of any class of our voting common stock.

SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

This table sets forth information as of March 15, 2019 about the amount of common stock beneficially owned by (i) our current directors (all of whom are also nominees for director), (ii) the NEOs listed in “Executive Compensation – Summary Compensation Table” and (iii) our directors and executive officers as a group. No shares of common stock held by our directors or executive officers are held in margin accounts or have been hedged or pledged.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our directors and executive officers file reportsby-laws is filed with the SEC pursuantas an exhibit to Section 16(a) of the Exchange Act indicating the number of shares of any class of our equity securities they owned when they became a director or executive officer and, after that, any changes in their ownership of our equity securities. We have reviewed copies of such reports and written representations from the individuals required to file the reports. BasedAnnual Report on our review of these documents, we believe that all filings required to be made by our reporting personsForm 10-K for the period January 1, 2018 throughyear ended December 31, 2018 were made on a timely basis.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE HIGHLIGHTS

As described in more detail elsewhere in this proxy statement, below are some highlights of our corporate governance structure. As this2020 and is only a summary, we encourage you to read the entire proxy statement for more information on our corporate governance structure.

OUR COMPANY

We are a global media and technology company with three primary businesses, Comcast Cable Communications (“Comcast Cable”), NBCUniversal Media (“NBCUniversal”) and Sky Limited (formerly, Sky plc (“Sky”)).

We have a deep-rooted strategic focus on long-term growth, which we have achieved in part by executing on a series of pivotal transactions. We acquired AT&T Broadband in 2002, more than doubling our then size, and NBCUniversal in 2011, adding scale in media and in content creation. This past year marked another transformative moment, with our acquisition of Sky, which significantly strengthened our global footprint.

Underpinning this strategic focus on long-term growth is our company’s culture, which is built on integrity and respect – with the goal of working together to drive our businesses to be creative, innovative and competitive. Our core values that guide our company include:

We provide additional information on our company and its values, including through our annual Diversity and Inclusion and Corporate Social Responsibility Reports, on our website,comcastcorporation.com.The informationposted on our website andunder “Corporate Governance” in such reports is not incorporated by reference into this filing.

THE BOARD

We are governed by a Board of Directors and various committees of the Board that meet throughout the year. During 2018, there were 11 meetingsInvestors section of our Board and a total of 22 committee meetings. Each director attended more than 75% of the aggregate number of Board meetings and the number of meetings held by all of the committees on which he or she served.

Our independent directors have the opportunity to meet separately in an executive session following each regularly scheduledin-person Board meeting and, under our corporate governance guidelines, are required to meet in executive sessionwebsite at least two times each year.www.comcastcorporation.com.

We require our directors to participate in the annual meeting of shareholders, barring unusual circumstances. Each director then in office attended the 2018 annual meeting of shareholders.

Board Leadership Structure

Our Board does not believe it should be constrained by adopting an inflexible, formal requirement that the offices of Chairman and Chief Executive Officer be separated, but believes instead that we and our shareholders are best served by maintaining the flexibility for the Board to decide what is in the best interests of our company at a given point in time. To that end, our Board regularly reviews our Board leadership structure.

Our Board believes that we and our shareholders are best served by having Brian L.Mr. Roberts serve as both our Chairman and Chief Executive Officer. We believe that Mr. Roberts is a strong and effective leader, at both the company and Board levels, who provides critical leadership in carrying out our strategic initiatives and confronting our challenges. HeMr. Roberts serves as an effective bridge between the Board and management, facilitating strong collaboration and encouraging open lines of communication with the Board.

Our independent directors are led by our Lead Independent Director, who ensures a strong, independent and active Board. Our independent directors provide guidance and oversight of senior management and regularly meet without management as part of Board and committee meetings to review, among other things, our strategy, performance, management effectiveness and succession planning. As such, we believe that Mr. Roberts is the most appropriate person to serve as Chairmanpart of our Board. Moreover, havingannual Board assessment process, our independent directors also provide input on key business and director educational topics for the following year’s Board and committee meeting agendas.

The role of Lead Independent Director is filled by an independent Chairmandirector recommended by the Governance and Directors Nominating Committee, which is a minority practice among major companies,composed entirely of independent directors, and appointed by the Board annually.

20

Table of Contents

In addition to the Lead Independent Director position, our Board believes that Board independence and oversight of management are effectively maintained through the Board’s composition, where 90% of our director nominees are independent, and through our Audit, Compensation and Governance and Directors Nominating Committees, which are composed entirely of independent directors. Moreover, having one individual perform the roles of Chairman and Chief Executive Officer is not restricted or prohibited by current laws or regulations.

Our Board believes that Board independenceregulations, and oversight of management are effectively maintained: through the Board’s composition, where 80% of our directors are independent; through our Audit, Compensation and Governance and Directors Nominating Committees, which are composed entirely of independent directors; and through our Lead Independent Director, who, among other duties and as more fully described immediately below, presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors. Additionally, all of our directors, including our Chairman, are bound by fiduciary obligations under law to act in a manner that they believe to be in our best interests and the best interests of our company.

Board Meetings and Attendance

Our Board of Directors and various committees of the Board meet throughout the year. During 2020, there were seven meetings of our Board and a total of 19 committee meetings. Each director attended more than 75% of the aggregate number of Board meetings and the number of meetings held by all of the committees on which he or she served.

We require our directors to participate in the annual meeting of shareholders, barring unusual circumstances. Each director then in office participated in the 2020 annual meeting of shareholders.

Lead Independent Director

In accordance withOur independent directors have the opportunity to meet separately in executive session following each regularly scheduled Board meeting and, under our corporate governance guidelines, our Board has a strong Lead Independent Director position, which is currently filled by Mr. Breen. The Lead Independent Director:

		AUDIT COMMITTEE		COMPENSATION COMMITTEE		GOVERNANCE AND DIRECTORS NOMINATING COMMITTEE
Kenneth J. Bacon
Madeline S. Bell
Naomi G. Bergman
Edward D. Breen
Gerald L. Hassell
Jeffrey A. Honickman
Maritza G. Montiel
Asuka Nakahara
David C. Novak
Meetings Held in 2020		9		5		5

with the

Chair       Member      Audit Committee Financial Expert

Each member of our Audit Committee, Compensation Committee organizes the annual Board evaluation of the performance of our Chief Executive Officer and senior management; and

The rolecommittees provide guidance to and oversight of Lead Independent Directormanagement with respect to our business strategy throughout the year. Various elements of strategy are discussed at every Board meeting, and our management is filled by an independent director recommended bycharged with executing the Governancebusiness strategy and Directors Nominating Committee and appointed byupdating the Board annually aton progress and execution throughout the Board meeting immediately following the annual meeting of shareholders.year.

RiskOversight

While active risk management is primarily the responsibility of our management, our Board understands the significant risks facing our company, including those related to relevant ESG issues, and exercises, as a whole and through its committees, an appropriate degree of risk oversight. Our management, with involvement and input from our Board, performs a companywide enterprise risk management (“ERM”) assessment to identify key risks and to manage and mitigate the significant strategic, operational and legal risk areas for our company. Our executive management committee, which is composed of our NEOs,team has the overall responsibility for, and oversight of, this process, and an enterprise risk managementERM steering committee composed of legal, financial, accounting and business executives manages it. We also assignthe process, with one or more senior business executives to work with the executive management committeethen monitoring and steering committee onmanaging each of the identified risks. Regular business presentations and discussions throughout the year at the Board or its committees highlight significant relevant risks to appropriately monitor and manage them.

Our Board and its committees exercise their respective roles in strategy and risk oversight and oversight of ESG matters in a variety of ways, including the following:

• Receives annual report on our government affairs group’s political spending, lobbying and trade association activities.

22

Table of Contents

Table of Contents

Corporate Governance Practices, Policies and Processes

Corporate Governance Highlights

As described in more detail elsewhere in this proxy statement, below are highlights of our corporate governance structure.

24

Table of Contents

Succession Planning and Talent Management

Assuring

Ensuring that we have the appropriate senior management talent to successfully pursue our strategies is one of the Board’s primary responsibilities. To this end, at least once a year, the Board discusses succession planning for our CEO and the remainder of our senior executive management team. To help fulfill the Board’s responsibility, our Compensation Committee is required, pursuant to our corporate governance guidelines, to ensure that we have in place appropriate planning to address CEO succession both in the ordinary course of business and in emergency situations. Our CEO succession planning includes criteria that reflect our business strategies, such as identifying and developing internal

candidates. Our corporate governance guidelines also require that our Compensation Committee ensure that we have appropriate succession planning for the remainder of our senior executive management team, including our NEOs. Each year, our Board and Compensation Committee discuss succession planning for our senior executive management team and their respective direct reports.

Two significant leadership transitions occurred in 2020 with the retirements of Stephen B. Burke, CEO of NBCUniversal, and David L. Cohen, Senior Executive Vice President. While Messrs. Burke and Cohen had shaped and guided our company for many years, our next generation of leaders have seamlessly stepped in and continued to help us navigate evolving consumer, technological and regulatory trends and address competitive challenges. Our succession planning facilitated this smooth transition, including with respect to our response to the COVID-19 pandemic.

Human Capital and Talent Management

Recruiting, developing, promoting and retaining top talent is a key priority for our company. Throughout the year, our executive management committee,team, as well as a broader array of executives throughout our businesses, make presentations to the Board and its committees and also interact with our directors during Board dinners before our fiveinformally outside of regularly scheduled Board meetings.

This engagement between directors and our current and future leaders gives our directors meaningful insight into our current pool of talent, what attracts and retains our executives and our company culture.

Board and Committee Evaluations

Each year, our Board and each of its committees perform a self-assessment to evaluate their effectiveness. As part of these assessments, each director completes a detailed questionnaire for the Board and any committees on which he or she serves, addressing topics such as Board structure and composition, Board responsibilities, Board meetings and materials, Board and management interactions and ethics and compliance. The questionnaire seeks responses based on numerical ratings and also seeks qualitative comments on each question and any other general comments. The Governance and Directors Nominating Committee reviews and approves the process and the questionnaires to be used, with outside counsel also reviewing the questionnaires. The results of the assessments are compiled anonymously with the average numerical response and any qualitative responses to each question, as well as a general summary of the results, beingare reviewed and discussed atwith the Board and the Governance and Directors Nominating Committee (as it relates to both the Board and all committees), each other committee (as it relates to such committee) and, as appropriate, with any individual director. The Governance and Directors Nominating Committee develops action plans for any items that may require follow up.

Compensation Consultant

Our Compensation Committee retained Korn Ferry as its independent compensation consultantfollow-up, and it also coordinates recommendations for 2018. Korn Ferry provides research, analysis and input as to the form and amount of executivekey business and director compensation, which generally includes market research utilizing information derived from proxy statements, surveyseducational topics for the following year’s Board and its own consulting experience and insight, as well as the provision of other methodological standards and policies in accordance with its established procedures. This research, analysis and input has been provided to both our Compensation Committee and to management. The Compensation Committee collaborated with Korn Ferry to determine and approve the parameters used to conduct the assessment work, including items such as the composition of peer groups, the relevant market statistical reference points within the data (e.g., median) and the elements of compensation. Korn Ferry did not determine or recommend the form or amount of compensation of our NEOs for 2018.committee meeting agendas.

In 2018, we paid Korn Ferry approximately $360,000 for services related to executive and director compensation and paid Korn Ferry approximately $406,000 for leadership and talent consulting and executive search services.

Our Compensation Committee has determined that Korn Ferry’s work for us does not raise any conflicts of interest. Our Compensation Committee reached this determination by reviewing the fees paid to Korn Ferry and evaluating its work under applicable SEC and NASDAQ Global Select Market rules on conflicts of interest. This evaluation included considering all of the services provided to us, the amount of fees received as a percentage of Korn Ferry’s annual revenue, its policies and procedures designed to prevent conflicts of interest, any business or personal relationships between Korn Ferry and the members of our Compensation Committee or executive officers and any ownership of our stock by Korn Ferry’s team that provided our executive and director compensation services.

As part of their job responsibilities, certain of our executive officers participate both in gathering and presenting facts related to compensation and benefits matters as requested by the Compensation Committee and in formulating and making recommendations to the Compensation Committee in these areas. These executives, together with our employees who work in the compensation area, also conduct research and consult with compensation consultants, legal counsel and other expert sources to keep abreast of developments in these areas. All decisions, however, regarding the compensation of our NEOs are made by the Compensation Committee and are reviewed by the Board, following reviews and discussions held in executive sessions.

Director Stock Ownership Policy

Our nonemployee director stock ownership policy requires our nonemployee directors to hold a number of shares of our common stock having a value equal to five times the director’s annual cash retainer. Each nonemployee director has a period of five years following his or her first year of service to reach this ownership requirement. For purposes of this policy, “ownership” does not include any stock held in margin accounts or pledged as collateral for a loan. In addition, “ownership” includes 60% of deferred shares under our restricted stock plan. In determining compliance, the Compensation Committee may take into account any noncompliance that occurs solely or primarily as a result of a decline in the market price of our stock. Our nonemployee director stock ownership policy is posted under “Corporate Governance” in the Investors section of our website atwww.comcastcorporation.com. All nonemployee directors satisfied the requirements of our stock ownership policy in 2018.

Retirement Age/ Director Tenure/ Director Emeritus Program

Our corporate governance guidelines require that our nonemployee directors who are also independent directors not stand forre-election to the Board after reaching the age of 72. We do not have a director tenure requirement, as we believe our retirement policy and natural turnover achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge and refreshing the Board with new directors who bring new perspectives and diversity to our Board as longer-term directors retire. Notwithstanding this belief and the fact that our corporate governance guidelines and NASDAQ Global Select Market rules do not deem long-tenured directors to be not independent, our Board reviews director tenure in connection with its director independence determinations. If all of our director nominees are elected at the annual meeting, the average tenure of our independent directors will be 7 years.

Our Board has created a director emeritus program to avail itself of the counsel of retiring directors who have made and can continue to make a unique contribution to the deliberations of the Board. Under the program, the Board may, at its discretion, designate a retiring director as director emeritus for a period of one year. A director emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board, but may not vote, be counted for quorum purposes or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director.

Corporate Governance Guidelines and Code of Conduct

Our Board has adopted corporate governance guidelines. These guidelines that address items such as the standards, qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, weWe also have codesa code of conduct that applyapplies to all of our employees, including our executive officers, and our directors. Both the guidelines and the code of conduct applicable to our executive officers and directors are posted under “Corporate Governance” in the Investors section of our website atwww.comcastcorporation.com. We will disclose under “Corporate Governance” in the Investors section of our website any amendments to, or any waivers under, the code of conduct that are required to be disclosed by the rules of the SEC.

Table of ContentsDirector Nominations

Shareholder Engagement

We have an active, broad-based and year-round investor relations outreach program to solicit input and to communicate with shareholders on a variety of topics. In addition to our regular investor relations program that reviews our business and strategy with buy-side investors and securities analysts, we engage with investors on various corporate governance, compensation and other environmental and social (“E&S”) topics. This dialogue provides an opportunity to discuss governance matters generally, including our directors’ skills and tenure, Board oversight roles and responsibilities, E&S initiatives and executive compensation.

The key elements of our investor relations outreach program are below:

COMCAST SHAREHOLDER OUTREACH Governance and E&S Engagements Annual Meeting Outcomes from Investor Feedback Investor Relations Year-Round Engagement Focused, one-on-one meetings with investors, senior management and, at times, directors, on range of governance, compensation and E&S matters, as well as general business and strategy updates Meetings with primary proxy advisory firms  Live webcasts of quarterly earnings presentations Live webcasts of CEO, CFO and other business leaders speaking at investor conferences Met with over 400 investors on strategy and business results through combination of roadshows, group meetings and one-on-one meetings  Discussions with most proponents of shareholder proposals before proxy statement filed Meetings with investors to discuss annual meeting proposals Shareholder vote on director nominees, auditors, executive compensation and other company and shareholder proposals  Board and/or its committees review annual meeting voting results and investor feedback received from engagements As a result of these over the past year; Made a number of changes to our executive compensation program (see pages 31-32) Committed to make various other E&S disclosures later in 2021, in each case beginning with respect to 2020 data, including:  supplementing our current DE&I reporting with information from EEO-1 reports providing increased information on lobbying done by our trade associations reporting for the first time under the Sustainability Accounting Standards Board (“SASB”)framework in 2021

Our Governance and Directors Nominating Committee will consider director candidates nominated byBoard has established a process for shareholders and will evaluate any such candidates in a similar manner asother interested parties to communicate with its members. Correspondence may be addressed to the Board, the Lead Independent Director, any other candidates. To submit a nomination, shareholders must provide a written notice in accordance withparticular director, any committee of the requirements in ourby-laws within the following time periods. For the electionBoard or any other group of directors, at the 2020 annual meetingin care of shareholders, if such meeting is called for a date between May 6, 2020 and July 5, 2020, we must receive written notice at the address given on page 3 on or after February 6, 2020 and on or before March 7, 2020. If such meeting is called for any other date, we must receive written notice by the close of business on the tenth day following the day we mailed notice of, or announced publicly, the date of the meeting, whichever occurs first.

In addition, a shareholder or group of up to 20 shareholders owning at least 3% of the aggregate number of our outstanding shares of common stock continuously for at least three years may nominate and include in our proxy materials director nominees constituting up to the greater of 20% of our Board or two directors, provided the shareholder(s) and nominee(s) satisfy the requirements in ourby-laws. Notice of proxy access director nominees for the election of directors at the 2020

annual meeting of shareholders, if such meeting is called for a date between May 6, 2020 and July 5, 2020, must be received on or after November 28, 2019 and on or before December 28, 2019. If such meeting is called for any other date, we must receive written notice by the later of the close of business on the date that is 180 days prior to such meeting or the tenth day following the date the meeting is first publicly announced or disclosed.

Shareholders can obtain a copy of ourby-laws by writing to Thomas J. Reid, Secretary, Comcast Corporation, at the mailing address givenprovided on page 3. A copy of ourby-laws also has been filed with the SEC as an exhibit to our Annual Report on Form10-K for the year ended December 31, 2018 and is posted on our website under “Corporate Governance” in the Investors section of our website atwww.comcastcorporation.com.

COMMITTEES OF OUR BOARD

Our Board has four standing committees, each of which has a charter posted under “Corporate Governance” in the Investors section of our website atwww.comcastcorporation.com.

The table below provides membership and meeting information for each of these committees.

PROPOSAL 1: ELECTION OF DIRECTORS

Based on the recommendation of our Board’s Governance and Directors Nominating Committee, our Board has nominated the director candidates named below in “Director Biographies.” All of the nominees for director currently serve as our directors. All of our directors are elected annually.

If a director nominee becomes unavailable before the annual meeting of shareholders, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one,68 or the Board may reduce its size.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

INDEPENDENCE DETERMINATIONS

Following the annual meeting of shareholders, iffollowing e-mail address: audit_committee_chair@comcast.com. The Secretary, or his designee, promptly reviews all director nominees are elected to servesuch correspondence and, as our directors, eight of our ten directors will be independent, and the average tenure of our independent directors will be 7 years.

Our Board has determined that each of our nonemployee directors, other than Mr. Bonovitz, who is married to a first cousin of Mr. Brian L. Roberts, is independent in accordance with the director independence definition specified in our corporate governance guidelines, which is posted under “Corporate Governance” in the Investors section of our website atwww.comcastcorporation.com, and in accordance with applicable NASDAQ Global Select Market rules. In making its independence determinations, our Board considered transactions and relationships between each director or any member of his or her immediate family and us, including those reported under “Related Party Transaction Policy and Certain Transactions” below. The Board also considered that in the ordinary course of business we have, during the current year and the past three fiscal years, sold products and services to, purchased products and services from, and/or made charitable donations (including by certain of our executive officers) to companies at which some of our directors are currently an executive officer or a significant shareholder. In each case, the amount paid or donated to or received from these companies was below 1% of the recipient company’s total consolidated gross revenues, which is far below the 5% limit prescribed by NASDAQ Global Select Market rules. Additionally, although neither of our corporate governance guidelines nor NASDAQ Global Select Market rules deem a long-tenured director not independent, our Board reviewed director tenure in connection with making its independence determinations.

DIRECTOR CHARACTERISTICS

As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board then strives to balance the need to have directors with a variety of experiences and areas of expertise and knowledge, while maintaining gender and minority representation (40% of our directors, and 50% of our independent directors, are diverse by gender or race, including three of our last four directors).

As described in more detail onpage 11, our Board and each of its committees perform an annual self-assessment, which among other things, evaluates the overall composition of our Board, including the diversity of skills and backgrounds of our directors. Our Governance and Directors Nominating Committee has developed a detailed matrix outlining certain specific director qualifications and skills, including those highlighted below, to help ensure that our directors bringappropriate, forwards it to the Board a diversity of experience, qualifications and skills to oversee and addressor other addressee based on the current issues facing our company. Our Governance and Directors Nominating Committee also considers these qualifications, including with respect to gender and minority diversity, as it seeks to identify and evaluate potential new directors.