Cablevision 2013 Annual Report Download - page 35

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As of February 21, 2014, 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, approximately 2% of
Cablevision's outstanding Class A common stock and approximately 72% 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 stockholders' agreement pursuant to which, among other things, the
voting power of the Class B stockholders will be cast as a block with respect to all matters to be voted on
by the Class B stockholders. 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-» RI WKH
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 stockholders' 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.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We own our headquarters building located in Bethpage, New York with approximately 558,000 square
feet of space, and certain other real estate where our earth stations, headend equipment and microwave
receiving antennae are located primarily in New York, New Jersey and Connecticut, aggregating
approximately 719,000 square feet of space.
We lease real estate where certain of our business offices, earth stations, transponders, microwave towers,
warehouses, headend equipment, hub sites, access studios and microwave receiving antennae are located,
as well as other properties, aggregating approximately 2,318,000 square feet of space primarily in New
York, New Jersey and Connecticut.