Time Warner Cable 2015 Annual Report Download - page 71

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The Board of Directors recommends a vote FOR the election
of the twelve director nominees listed below.
Carole Black
Thomas H. Castro
David C. Chang
James E. Copeland, Jr.
Peter R. Haje
Donna A. James
Don Logan
Robert D. Marcus
N.J. Nicholas, Jr.
Wayne H. Pace
Edward D. Shirley
John E. Sununu
Vote Required for Approval
A majority of the votes duly cast by the holders of Common Stock with respect to each director is required
for the election of each director.
PROPOSAL TWO: Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors has appointed Ernst & Young LLP as independent auditor
of the Company to audit its consolidated financial statements for 2015 and the Board of Directors has determined
that it would be desirable to request that the stockholders ratify such appointment.
Ernst & Young LLP, a registered public accounting firm, has served the Company as independent auditor
since the Company’s incorporation in 2003. Representatives of Ernst & Young LLP will be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so and to respond to appropriate questions
from stockholders.
Vote Required for Approval
Stockholder approval is not required for the appointment of Ernst & Young LLP, since the Audit Committee
of the Board of Directors has the responsibility for selecting auditors. However, the appointment is being
submitted for ratification at the Annual Meeting. No determination has been made as to what action the Board of
Directors would take if stockholders do not ratify the appointment by a majority of the votes duly cast by the
holders of Common Stock.
The Board of Directors recommends a vote FOR approval
of the appointment of Ernst & Young LLP as independent auditor.
PROPOSAL THREE: Advisory Vote on Executive Compensation
The Company is asking stockholders to approve an advisory resolution on the Company’s executive
compensation as reported in this Proxy Statement. As described above in the “Executive Compensation—
Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee has
structured the Company’s executive compensation program to achieve the following key objectives:
• pay for performance by rewarding executives for leadership excellence and sustained financial and
operating performance in line with the Company’s strategic goals; and
• align executives’ interests and risk orientation with the Company’s business goals and the interests of
the Company’s stockholders.
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