Cablevision 2014 Annual Report Download - page 28

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opportunities and the new policy provides that no director or officer of the Company who is also serving as a director, officer,
employee or agent of Madison Square Garden or AMC Networks and their respective subsidiaries will be liable to the Company
or its stockholders for breach of any fiduciary duty that would otherwise exist by reason of the fact that any such individual directs
a corporate opportunity (other than certain limited types of opportunities set forth in the policy) to Madison Square Garden or
AMC Networks or any of their respective subsidiaries instead of the Company, or does not refer or communicate information
regarding such corporate opportunities to the Company. The policy expressly validates certain contracts, agreements, assignments
and transactions (and amendments, modifications or terminations thereof) between the Company and Madison Square Garden or
AMC Networks and/or any of their respective subsidiaries and, to the fullest extent permitted by law, provides that the actions of
the overlapping directors or officers in connection therewith are not breaches of fiduciary duties owed to the Company, any of its
subsidiaries or their respective stockholders.
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:
• Class 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
• Class 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 19, 2015, 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 42% 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 66-2?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 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.