SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 12, 2009
Charter Communications,
Inc.
(Exact name of registrant as
specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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000-27927
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43-1857213
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|
|
(Commission File
Number)
|
(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St. Louis, Missouri 63131
(Address of principal executive
offices including zip code)
(314)
965-0555
(Registrant's telephone number,
including area code)
Not
Applicable
(Former name or former address, if
changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
5.02 DEPARTURE OF DIRECTORS; CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On
March 12, 2009, Charter Communications, Inc. (the "Company") adopted the Charter
Communications, Inc. Value Creation Plan (the "Plan”), which replaces the
Restructuring Value Plan previously adopted by the Company. The Plan
is comprised of two components, the Restructuring Value Program (the “RVP”), and
the Cash Incentive Program (the “CIP”).
The
RVP provides incentives to encourage and reward participants for a successful
restructuring of the Company. Participants who continue to be
employed by the Company or its subsidiaries until payment of RVP awards earn
payments under the RVP upon either (i) the Company’s emergence from its Chapter
11 restructuring proceeding (the “Proceeding”) or (ii), if the Company’s
restructuring plan is the Joint Plan (as defined in the Plan), when the
Commitment Fees under the Joint Plan are first payable. Participants
also earn their RVP payments upon an earlier of (i) their termination of
employment due to death or disability, or their termination on or after the
Company’s emergence from the Proceeding by the Company for a reason other than
“cause,” or voluntarily due to a “good reason” (as each such term is defined in
the Plan) or (ii) a “change in control” of the Company if they are then employed
by the Company or its subsidiaries. The target RVP awards for the Company’s
named executive officers as of the date hereof (which are subject to change in
accordance with the terms of the Plan) are: N. Smit - $6 million; M. Lovett -
$2.38 million; E. Schmitz - $765,000; and G. Raclin -
$765,000.
The
CIP provides annual incentives for participants to achieve specified individual
performance goals during each of the three years following the Company’s
emergence from the Proceeding. Performance goals will be established
for each of the first three years following the Company’s emergence from the
Proceeding. Participants will earn all or a portion of their target
bonus based on the degree to which these goals are achieved in a particular
year. Amounts that are not earned in a particular year may be earned
in a subsequent year if the performance goals applicable to that subsequent year
are achieved. Participants also earn the CIP payments upon an earlier
of, or due to (i) a termination of their employment on or after the Company’s
emergence from the Proceeding due to death, disability, by the Company for a
reason other than “cause,” or voluntarily due to a “good reason” (as each such
term is defined in the Plan) and (ii) a “change in control” of the Company if
they are then employed by the Company. The annual target awards for
the Company’s named executive officers as of the date hereof (which are subject
to change in accordance with the terms of the Plan) are: N. Smit - $2.5 million;
M. Lovett - $910,000; E. Schmitz - $664,000; and G. Raclin -
$597,000.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this Current Report to be signed on its behalf by the undersigned
hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
By: /s/ Kevin D.
Howard
Date:
March 18,
2009
Name: Kevin D. Howard
Title: Vice President, Controller and Chief Accounting
Officer