Time Warner Cable 2015 Annual Report Download - page 72

The Company believes that its compensation programs have played a key role in the Company’s operating
and financial success, which in turn have helped drive strong stock price performance since the Company’s
Separation from Time Warner in March 2009. The Company encourages stockholders to read the “Compensation
Discussion and Analysis” beginning on page 23 of this Proxy Statement, which provides an overview of the
Company’s executive compensation policies and procedures, how they operate and are designed to achieve the
Company’s pay-for-performance objectives and how they were applied for 2014, as well as certain enhancements
that have been made in recent years. In particular, that section also explains certain modifications to the
Company’s standard compensation programs in light of the extraordinary events of late 2013 and 2014, including
entering into the Comcast Merger Agreement, to address the importance of motivating and retaining executive
talent against the backdrop of the then pending Comcast merger. The Summary Compensation Table and other
related compensation tables and narrative provide detailed information on the compensation of the Company’s
named executive officers. The Compensation Committee and the Board of Directors believe that the policies and
procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving the Company’s
goals and that the compensation of the named executive officers reported in this Proxy Statement has contributed
to the Company’s recent and long-term success.
In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, the
Company is asking stockholders to approve the following advisory resolution at the 2015 Annual Meeting of
Stockholders:
RESOLVED, that the stockholders of Time Warner Cable Inc. (the “Company”) approve, on an advisory
basis, the compensation of the Company’s named executive officers as disclosed in the Compensation
Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes
and narrative in the Proxy Statement for the Company’s 2015 Annual Meeting of Stockholders.
The Board has adopted a policy providing for annual advisory votes to approve named executive officer
compensation. Unless the Board modifies this policy, the next advisory vote will be held at the Company’s 2016
annual meeting of stockholders.
Vote Required for Approval
This advisory resolution, commonly referred to as a “say-on-pay” resolution, will be considered approved if
it receives the affirmative vote of a majority of the votes duly cast by holders of the Common Stock. However,
the vote is non-binding on the Board of Directors. Although non-binding, the Board and the Compensation
Committee will review and consider the voting results when making future decisions regarding the Company’s
executive compensation program.
The Board of Directors recommends a vote FOR the approval of
the advisory resolution to approve executive compensation.
STOCKHOLDER PROPOSALS
PROPOSAL FOUR: Proposal Regarding Disclosure of Lobbying Activities
Walden Asset Management, One Beacon Street, Boston, Massachusetts 02108, the beneficial owner of at
least 257,928 shares of Common Stock, joined by other organizations, whose names, addresses and
stockholdings will be provided by the Company upon request, has advised the Company that they intend to
propose a resolution at the Annual Meeting. If the proponent does not appear at the Annual Meeting or send a
qualified representative to present the proposal, the Company need not present the proposal for a vote at the
Annual Meeting. The proposed resolution and statement in support thereof are set forth below:
Whereas, businesses, like individuals, have a recognized legal right to express opinions to legislators and
regulators on public policy matters.
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