Cablevision 2012 Annual Report Download - page 36

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(30)
We are controlled by the Dolan family. As a result of their control of us, the Dolan family has the
ability to prevent or cause a change in control or approve, prevent or influence certain actions by us.
Cablevision has two classes of common stock:
xClass B common stock, which is generally entitled to ten votes per share and is entitled
collectively to elect 75% of the Cablevision Board of Directors, and
xClass A common stock, which is entitled to one vote per share and is entitled collectively to
elect the remaining 25% of the Cablevision Board of Directors.
As of February 22, 2013, the Dolan family, including trusts for the benefit of members of the Dolan
family, collectively beneficially owned all of Cablevision's Class B common stock, less than 2% of
Cablevision's outstanding Class A common stock and approximately 73% of the total voting power of all
the outstanding Cablevision common stock. Of this amount, our Chairman, Charles F. Dolan,
beneficially owned approximately 59% of Cablevision's outstanding Class B common stock, less than 1%
of Cablevision's outstanding Class A common stock and approximately 43% of the total voting power of
all the outstanding Cablevision common stock. The members of the Dolan family holding Class B
common stock have executed a voting agreement that has the effect of causing the voting power of the
Class B stockholders to be cast as a block with respect to the election of the directors elected by the
Class B stockholders and any change of control transaction. The Dolan family is able to prevent a change
in control of Cablevision and no person interested in acquiring Cablevision will be able to do so without
obtaining the consent of the Dolan family. In the past, the Dolan family has made proposals to take
Cablevision private, including a 2007 transaction that was submitted to a vote of Cablevision's
stockholders but that did not receive shareholder approval. In each such case, the Dolan family stated that
they were only interested in pursuing their proposed transaction and would not sell their stake in
Cablevision. There can be no assurances that the Dolan family will not propose, undertake or
consummate a similar transaction in the future.
As a result of the Dolan family's ownership of all of the Class B common stock, the Dolan family has the
power to elect all the directors of Cablevision subject to election by holders of Class B common stock.
Those directors constitute a majority of Cablevision's Board of Directors. In addition, Dolan family
members may control stockholder decisions on matters in which holders of all classes of Cablevision
common stock vote together as a single class. These matters could include the amendment of some
provisions of Cablevision's certificate of incorporation and the approval of fundamental corporate
transactions. In addition, the affirmative vote or consent of the holders of at least 66-2⁄3% of the
outstanding shares of the Class B common stock, voting separately as a class, is required to approve the
authorization or issuance of any additional shares of Class B common stock. Furthermore, the Dolan
family members also have the power to prevent any amendment, alteration or repeal of any of the
provisions of Cablevision's certificate of incorporation that adversely affects the powers, preferences or
rights of the Class B common stock.
One purpose of the voting agreement referred to above is to consolidate Dolan family control of
Cablevision. The Dolan family requested Cablevision's Board of Directors to exercise Cablevision's
right, as a "controlled company", to opt-out of the New York Stock Exchange listing standards that,
among other things, require listed companies to have a majority of independent directors on their board
and to have an independent corporate governance and nominating committee. Cablevision's Board of
Directors and the directors elected by holders of Class A common stock each approved this request on
March 8, 2004.