Time Warner Cable 2015 Annual Report Download - page 78

An abstention is deemed “present,” but is not deemed a “vote cast.” As a result, abstentions and broker
“non-votes” are not included in the tabulation of the voting results on the election of directors or issues requiring
approval of a majority of the votes cast and, therefore, do not have the effect of votes in opposition. A broker
“non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power on that item (as the item is considered a “non-
routine” matter) and has not received instructions from the beneficial owner. Each of the proposals other than
Proposal Two (ratification of the independent registered public accounting firm) is a “non-routine” matter and
could result in broker “non-votes.” Broker “non-votes” and the shares with respect to which a stockholder
abstains are included in determining whether a quorum is present.
Proxies and Voting Procedures
Proxies. All shares entitled to vote and represented by properly executed proxies received prior to the
Annual Meeting, and not revoked, will be voted as instructed on those proxies. If no instructions are indicated,
the shares will be voted as recommended by the Board of Directors. No stockholder of record may appoint
more than three persons to act as his or her proxy at the Annual Meeting.
Voting on Other Matters. If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the form of proxy will have discretion to vote on those matters in accordance
with their own judgment to the same extent as the person signing the proxy would be entitled to vote. In
accordance with the Company’s by-laws, the Annual Meeting may be adjourned, including by the Chairman, in
order to permit the solicitation of additional proxies. Other than the matters set forth in this Proxy Statement, the
Company does not currently anticipate that any other matters will be raised at the Annual Meeting.
Voting Methods.
In Person.If you hold shares directly in your name as a stockholder of record (that is, if your shares of
Common Stock are registered in your name with Computershare Shareowner Services, TWC’s transfer agent),
you may vote in person at the Annual Meeting. Stockholders of record also may be represented by another person
at the Annual Meeting by executing a proper proxy designating that person and having that proper proxy be
presented to the inspector of election with the applicable ballot at the Annual Meeting.
If you hold shares in “street name,” meaning through a broker, bank or other financial institution, you must
obtain a legal proxy from that institution and present it to the inspector of elections with your ballot to be able to
vote in person at the Annual Meeting. To request a legal proxy, please contact your broker, bank or other
financial institution.
Internet, Telephone or Mail. Many stockholders will have the option to submit their proxies or voting
instructions electronically through the Internet or by telephone. Stockholders should check their Notice of
Internet Availability of Proxy Material, proxy card or voting instructions forwarded by their broker, bank or other
holder of record to see which options are available. Stockholders submitting proxies or voting instructions via the
Internet should understand that there may be costs associated with electronic access, such as usage charges from
Internet access providers and telephone companies, that would be borne by the stockholder. Stockholders who
request print copies of the proxy materials, may also vote by mail.
Revoking a Proxy. Any stockholder of record may revoke a proxy at any time before it is voted by:
• filing with the Secretary of the Company, at or before the taking of the vote at the Annual Meeting, a
written notice of revocation or a duly executed proxy, in either case dated later than the prior proxy
relating to the same shares; or
• attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not
by itself revoke a proxy).
Any written notice of revocation or subsequent proxy should be delivered to Time Warner Cable Inc.,
60 Columbus Circle, New York, New York 10023, Attention: General Counsel, or hand delivered to the
Secretary, before the taking of the vote at the Annual Meeting. To revoke a proxy previously submitted by
telephone or Internet, a stockholder may simply submit a new proxy at a later date before the taking of the vote at
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