Time Warner Cable 2015 Annual Report Download - page 81

Stockholder Nominations Submitted to Stockholders. The Company’s by-laws provide that stockholders
may nominate persons for election as directors at the Company’s stockholders meeting by giving timely written
notice to the Company containing required information. The Company’s by-laws require that, to be timely and
proper, notice of a nomination by a stockholder must be delivered to or mailed to and received at the Company’s
principal executive offices as follows:
Annual Stockholders Meetings. For elections to be held at an annual meeting of the stockholders, at
least 90 days and no more than 120 days before the first anniversary of the date of the annual meeting of
stockholders for the prior year. If the date of the annual meeting is more than 30 days earlier or more than
60 days later than such anniversary date, notice by the stockholder must be delivered or received no earlier
than the 120th day before the annual meeting and no later than the close of business on the later of the
90th day prior to the annual meeting or the 10th day after the day on which the date of such meeting is first
publicly announced.
Special Stockholders Meetings. For elections that are going to take place at a special meeting of the
stockholders, no earlier than the 90th day before the special meeting and no later than the close of business
on the later of the 60th day before the special meeting or the 10th day after the day on which the date of the
special meeting and the names of the nominees to be elected at the meeting are first publicly announced.
Other Circumstances. Additionally, if the number of directors to be elected to the Board at an annual
meeting of the stockholders is increased and there is no public announcement naming all of the nominees
for directors or specifying the size of the increased Board at least 90 days before the first anniversary of the
date of the prior year’s annual meeting, a stockholder’s notice will also be timely with respect to nominees
for any new positions if it is delivered to or mailed to and received by the Company not later than the
10th day after the public announcement is made.
Information. The notice must contain prescribed information about the proponent and each nominee,
including the information about the nominee that would have been required to be included in a proxy
statement filed under SEC rules had such nominee been nominated by the Board of Directors.
Address. All notices of proposals by stockholders, whether or not to be included in the Company’s proxy
materials, should be sent to the attention of the Corporate Secretary of the Company at 60 Columbus Circle,
New York, New York 10023.
Communicating with the Board of Directors
The Company’s Independent Directors have approved a process for stockholders to communicate with
directors. Pursuant to that process, stockholders, employees and others interested in communicating with the
CEO, the Board’s only employee director, should write to the address below:
Robert D. Marcus
Chairman and Chief Executive Officer
Time Warner Cable Inc.
60 Columbus Circle
New York, New York 10023
75