Time Warner Cable 2015 Annual Report Download - page 70

transaction, other than discussions for the purpose of providing material information concerning the transaction
to the Committee.
Additional Information
Following the announcement of the Comcast merger in February 2014, various putative stockholder
derivative actions and stockholder class actions were filed against, among others, the Company and its directors.
As described in the 2014 Form 10-K, the complaints in these actions alleged breaches of fiduciary duty to the
Company’s stockholders and disclosure failures in the Company’s registration statement related to the Comcast
merger, among other things, and sought, among other relief, injunctive relief enjoining the stockholder vote on
the Comcast merger, unspecified declaratory and equitable relief, compensatory damages in an unspecified
amount, and costs and fees. On July 22, 2014, the parties to the litigation entered into a memorandum of
understanding reflecting the terms of an agreement, subject to final approval by the court and certain other
conditions, to settle all of this litigation. The Company believes that the claims asserted in the lawsuits are
without merit and, if the settlement does not receive final court approval or otherwise is not consummated,
intends to defend against the litigation vigorously. The Company is obligated to indemnify its officers and
directors under certain circumstances to the fullest extent permitted by Delaware law. The Company has
purchased insurance that covers its directors and officers for liabilities incurred by them in their capacities as
directors and officers of the Company and its subsidiaries. Under this insurance program, the Company is
reimbursed for payments made to directors or officers as required or permitted by the indemnification provisions
of the Company’s by-laws, Certificate of Incorporation and Delaware law. This insurance also provides coverage
under certain circumstances to individual directors and officers if they are not indemnified by the Company. In
connection with the Company’s indemnification obligations, the Company or its insurer advanced certain
attorneys’ fees and expenses incurred on behalf of the independent directors in connection with the litigation
described above. The independent directors were represented as a group by separate counsel in these matters as
well as by counsel for the Company.
COMPANY PROPOSALS
PROPOSAL ONE: Election of Directors
Upon the recommendation of the Nominating and Governance Committee, the Board has nominated for
election at the Annual Meeting the following slate of twelve nominees for directors. Each of the nominees is
currently serving as a director of the Company and has been elected by the Company’s stockholders at the
Company’s 2014 annual meeting of stockholders. Each of the nominees has consented to being named in the
Proxy Statement and to serving as a director if elected. The Company expects each nominee for election as a
director at the Annual Meeting to be able to accept such nomination. Information about these nominees is
provided above under the heading “Directors.”
The persons named in the proxy intend to vote such proxy FOR the election of each of the twelve nominees
for director named below, unless the holder indicates on the proxy that the vote should be AGAINST any or all
of the nominees. If any nominee is unable to accept the nomination, proxies will be voted in favor of the
remainder of those nominated for director and may be voted for substitute nominees. Proxies cannot be voted for
a greater number of persons than the number of nominees.
The Board believes that all of the nominees listed below are highly qualified and have skills, experience,
backgrounds and attributes that qualify them to serve as directors of TWC (see each nominee’s biographical
information and the Nominating and Governance Committee section above for more information). The
recommendation of the Board is based on its carefully considered judgment that the skills, experience,
backgrounds and attributes of TWC’s nominees make them the best candidates to serve on the Board.
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