Time Warner Cable 2015 Annual Report Download - page 80

In order to be included for the 2016 annual meeting, stockholder proposals must be received by the Company no
later than January 22, 2016 and must otherwise comply with the requirements of Rule 14a-8.
Proposals not Included in the Proxy Statement. In addition, the Company’s by-laws establish an advance
notice procedure with regard to certain matters, including stockholder proposals not included in the Company’s
proxy statement, to be brought before an annual meeting of stockholders. In general, notice must be received by
the Corporate Secretary of the Company not less than 90 days nor more than 120 days prior to the anniversary
date of the immediately preceding annual meeting and must contain specified information concerning the matters
to be brought before such meeting and concerning the stockholder proposing such matters. Therefore, to be
presented at the Company’s 2016 annual meeting, such a proposal must be received by the Company on or after
March 3, 2016 but no later than April 2, 2016. If the date of the annual meeting is more than 30 days earlier or
more than 60 days later than such anniversary date, notice must be received not earlier than the 120th day prior to
such annual meeting and not later than the close of business on the later of the 90th day prior to such annual
meeting or the 10th day following the day on which public announcement of the date of such meeting is first
made.
If a stockholder who has notified the Company of his intention to present a proposal at an annual meeting
does not appear or send a qualified representative to present his proposal at such meeting, the Company need not
present the proposal for a vote at such meeting.
Procedures for Submitting Director Recommendations and Nominations
Submitting Director Recommendations to the Nominating and Governance Committee. If a stockholder
would like the Nominating and Governance Committee to consider an individual as a candidate for election to
the Board of Directors, the stockholder must submit a proper and timely request as follows:
Timing. The stockholder should notify the Nominating and Governance Committee by no later than
September 1 of the year prior to the annual stockholders meeting at which the candidate would seek to be
elected.
Information. In notifying the Committee, the stockholder should provide the following information to
the Committee:
• The name and the address of the stockholder making the submission and the name, address,
telephone number and social security number of the candidate to be considered.
• The class or series and number of shares of the Company’s stock that are beneficially owned by the
stockholder making the submission, including a reasonably detailed description of derivative
contracts, derivative securities or derivative transactions to which such stockholder is a party and
impact such stockholder’s economic interest in the Company’s securities or any other proxy,
contract, arrangement or understanding to which such stockholder has or may have a right or has or
may have granted a right to vote any shares of the Company’s securities, a description of all
arrangements or understandings between the stockholder and the candidate, and an executed written
consent of the candidate to serve as a director of the Company if so elected.
• A copy of the candidate’s resume and references.
• An analysis of the candidate’s qualifications to serve on the Board of Directors and on each of the
Board’s committees in light of the criteria set forth in the by-laws, Corporate Governance Policy,
and the Policy Statement Regarding Director Nominations (including all regulatory requirements
incorporated by references therein).
Address. The foregoing information should be submitted to the Nominating and Governance
Committee through the Corporate Secretary, Time Warner Cable Inc., 60 Columbus Circle, New York, New
York 10023.
The Committee has a policy of applying the same criteria in reviewing candidates proposed by stockholders
as it employs in reviewing candidates proposed by any other source.
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