DEF 14A 1 ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  x

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x   Definitive Proxy Statement
¨   Definitive Additional Materials
¨   Soliciting Material Pursuant to § 240.14a-12

COMCAST CORPORATION

 

(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

     
  (2)  

Aggregate number of securities to which transaction applies:

 

     
  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     
  (4)  

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  (5)  

Total fee paid:

 

 

¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount previously paid:

 

     
  (2)  

Form, Schedule or Registration Statement No.:

 

     
  (3)  

Filing Party:

 

     
  (4)  

Date Filed:

 

     

 

 

 


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LOGO

Notice of 2011 Annual Meeting of Shareholders of Comcast Corporation

 

Date:

   May 11, 2011   

Time:

   Doors open:    8:00 a.m. Eastern Daylight Time
   Meeting begins:    9:00 a.m. Eastern Daylight Time

Place:

   Pennsylvania Convention Center
   One Convention Center Place
   Philadelphia, Pennsylvania 19107

Purposes:

  

•      Elect directors

 

•      Ratify the appointment of our independent auditors

 

•      Approve the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan

 

•      Approve the Comcast Corporation 2002 Restricted Stock Plan, as amended and restated

 

•      Approve the Comcast Corporation 2003 Stock Option Plan, as amended and restated

 

•      Consider an advisory vote to approve our executive compensation

 

•      Consider an advisory vote on the frequency of the executive compensation advisory vote

 

•      Vote on two shareholder proposals

 

•      Conduct other business if properly raised

All shareholders are cordially invited to attend the meeting. Travel directions can be found on page 75 of the attached proxy statement. At the meeting, you will hear a report on our business and have an opportunity to meet our directors and executive officers.

Only shareholders of record on March 8, 2011 may vote at the meeting. Attendance at the meeting is limited to shareholders of record and one guest per shareholder. If the meeting is adjourned because a quorum is not present, those shareholders who attend the reconvened adjourned meeting shall constitute a quorum for the purpose of acting upon the matters presented at the adjourned meeting pursuant to the rules described in “Voting Securities and Principal Holders — Outstanding Shares and Voting Rights” in the attached proxy statement.

As permitted by the Securities and Exchange Commission, we are making the attached proxy statement and our Annual Report on Form 10-K available to our shareholders electronically via the Internet. In accordance with this e-proxy process, we have mailed to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access the attached proxy statement and our Annual Report on Form 10-K via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials and the attached proxy statement also contain instructions on how you can receive a paper copy of the proxy materials. If you elect to receive a paper copy of our proxy materials, our 2010 Annual Report on Form 10-K will be mailed to you along with the proxy statement.

The Notice of Internet Availability of Proxy Materials is being mailed to our shareholders beginning on or about April 1, 2011. The attached proxy statement is being made available to our shareholders beginning on or about April 1, 2011.

Your vote is important. Please vote your shares promptly. To vote your shares, you can use the Internet as described in the Notice of Internet Availability of Proxy Materials in the attached proxy statement and on your proxy card; call the toll-free telephone number as described in the attached proxy statement and on your proxy card; or complete, sign and date your proxy card and return your proxy card by mail.

LOGO

ARTHUR R. BLOCK

Secretary

April 1, 2011


Table of Contents

TABLE OF CONTENTS

 

     Page  

General Information

     1   

Voting Securities and Principal Holders

     4   

Proposal 1: Election of Directors

     8   

Proposal 2: Ratification of the Appointment of Our Independent Auditors

     19   

Proposal 3: Approval of the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan

     21   

Proposal 4: Approval of the Comcast Corporation 2002 Restricted Stock Plan, as amended and restated

     24   

Proposal 5: Approval of the Comcast Corporation 2003 Stock Option Plan, as amended and restated

     29   

Proposal 6: Advisory Vote on Executive Compensation

     34   

Proposal 7: Advisory Vote on Frequency of Vote on Executive Compensation

     35   

Shareholder Proposals

     36   

Executive Compensation

     39   

Compensation Discussion and Analysis

     39   

Compensation Committee Report

     53   

Compensation Committee Interlocks and Insider Participation

     53   

Summary Compensation Table for 2010

     54   

Grants in 2010 of Plan-Based Awards

     57   

Outstanding Equity Awards at 2010 Fiscal Year-End

     59   

Option Exercises and Stock Vested in 2010

     63   

Nonqualified Deferred Compensation in and as of 2010 Fiscal Year-End

     63   

Agreements with Our Named Executive Officers

     64   

Potential Payments upon Termination or Change in Control

     67   

Equity Compensation Plan Information

     70   

Director Compensation for 2010

     71   

Related Party Transaction Policy and Certain Transactions

     72   

Shareholder Proposals for Next Year

     73   

Solicitation of Proxies

     73   

Electronic Access to Proxy Materials and Annual Report on Form 10-K

     74   

Important Notice Regarding Delivery of Shareholder Documents

     74   

Directions to the Pennsylvania Convention Center

     75   

Comcast-NBCUniversal 2011 Employee Stock Purchase Plan

     A-1   

Comcast Corporation 2002 Restricted Stock Plan, as amended and restated

     B-1   

Comcast Corporation 2003 Stock Option Plan, as amended and restated

     C-1   

* * *

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 11, 2011: Our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 are available at www.proxyvote.com.


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LOGO

PROXY STATEMENT

GENERAL INFORMATION

Who May Vote

Holders of record of Comcast Corporation’s (“Comcast,” the “Company” or “our,” “we” or “us”) Class A and Class B common stock at the close of business on March 8, 2011 may vote at the annual meeting of shareholders. Holders of our Class A Special common stock are not entitled to vote at the meeting. This proxy statement is made available to holders of Class A Special common stock for informational purposes only. The Notice of Internet Availability of Proxy Materials is being mailed to our shareholders beginning on or about April 1, 2011. This proxy statement is being made available to our shareholders beginning on or about April 1, 2011.

How to Vote

You may vote in person at the meeting or by proxy. We recommend that you vote by proxy even if you plan to attend the meeting. You can always change your vote at the meeting.

How Proxies Work

Our Board of Directors (the “Board”) is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our director candidates. You also may vote for or against the other proposals or abstain from voting, except in the case of the vote on the frequency of the advisory vote on our executive compensation, in which case you will have the option to recommend that the vote be held every year, every two years or every three years or to abstain from voting.

You can vote by proxy in any of the following ways:

 

   

Via the Internet:    Go to www.proxyvote.com and follow the instructions outlined on the secure website.

 

   

By telephone:    Call toll free 1-800-690-6903 and follow the instructions provided on the recorded message. If you hold shares beneficially, through a broker, brokerage firm, bank or other nominee, please refer to the instructions provided to you by such broker, brokerage firm, bank or other nominee regarding voting by telephone.

 

   

In writing:    Complete, sign and date your proxy card and return your proxy card in the enclosed envelope.

If you vote via the Internet or by telephone, your vote must be received by 11:59 p.m. Eastern Daylight Time on May 10, 2011.

If you give us your signed proxy but do not specify how to vote, we will vote your shares (i) in favor of (a) the director candidates, (b) the ratification of the appointment of our independent auditors, (c) the approval of the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, (d) the approval of our 2002 Restricted Stock Plan, (e) the approval of our 2003 Stock Option Plan, (f) the approval, on an advisory basis, of our executive compensation and (g) holding an advisory vote on our executive compensation every three years; and (ii) against the two shareholder proposals.

If you hold Class A common shares in the Comcast Corporation Retirement-Investment Plan or the Comcast Spectacor 401(k) Plan and vote, your shares will be voted as you specify on your proxy card. If you hold Class A common shares in the Comcast Corporation Retirement-Investment Plan or the Comcast Spectacor 401(k) Plan and do not vote, or you sign and return your proxy card without voting instructions, the respective plan trustee will vote your shares in the same proportion on each matter as it votes shares held in the respective plan for which voting directions were received. To allow sufficient time for voting by the plan trustee, your voting instructions must be received by May 6, 2011.

 

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Notice of Electronic Availability of Proxy Materials

Pursuant to the rules of the Securities and Exchange Commission (“SEC”), we are making this proxy statement and our Annual Report on Form 10-K available to our shareholders electronically via the Internet. Accordingly, in compliance with this e-proxy process, on or about April 1, 2011, we mailed to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our Annual Report on Form 10-K via the Internet and how to vote online. As a result, you will not receive a paper copy of the proxy materials unless you request one. All shareholders will be able to access the proxy materials on a website referred to in the Notice of Internet Availability of Proxy Materials and in this proxy statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a paper or electronic copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. See “Electronic Access to Proxy Materials and Annual Report on Form 10-K” below for further information on electing to receive proxy materials electronically. By participating in the e-proxy process, we will save money on the cost of printing and mailing documents to you and reduce the impact of our annual meeting of shareholders on the environment.

Matters to Be Presented

We are not aware of any matters to be presented other than those described in this proxy statement. If any matters not described in this proxy statement are properly presented at the meeting, the proxies will use their own judgment to determine how to vote your shares. If the meeting is postponed or adjourned, the proxies will vote your shares on the new meeting date in accordance with your previous instructions, unless you have revoked your proxy.

Revoking a Proxy

You may revoke your proxy before it is voted by:

 

   

submitting a new proxy with a later date, including a proxy given via the Internet or by telephone;

 

   

notifying our Secretary in writing before the meeting at the address given on page 3; or

 

   

voting in person at the meeting.

Attending in Person

Attendance at the meeting is limited to shareholders of record and one guest per shareholder. For safety and security reasons, video and audio recording devices will not be allowed in the meeting. All meeting attendees may be asked to present a valid, government-issued photo identification, such as a driver’s license or passport, before entering the meeting, and attendees will be subject to security inspections.

Please bring an admission ticket with you to the meeting. Shareholders who do not present an admission ticket at the meeting will be admitted only upon verification of ownership. An admission ticket is attached to your proxy card. Your Notice of Internet Availability of Proxy Materials will also serve as an admission ticket. Alternatively, if your shares are held in the name of your bank, brokerage firm or other nominee, the voting instruction form received from your bank, brokerage firm or other nominee will serve as an admission ticket, or you may bring to the meeting an account statement or letter from the nominee indicating that you beneficially owned shares on March 8, 2011, the record date for voting, which also will serve as an admission ticket.

Registered shareholders also may request a replacement admission ticket by sending a written request to Comcast Corporation, in care of Broadridge Financial Solutions, Post Office Box 9160, Farmingdale, NY 11735.

Webcast of the Meeting

We are pleased to offer an audio webcast of the matters to be voted upon at the annual meeting of shareholders. If you choose to listen to the audio webcast, you may do so via a link on our website at www.cmcsa.com or www.cmcsk.com.

 

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Conduct of the Meeting

The Chairman of our Board (or any person designated by our Board) has broad authority to conduct the annual meeting of shareholders in an orderly manner. This authority includes establishing rules of conduct for shareholders who wish to address the meeting, including limiting questions to the order of business and to a certain amount of time. Copies of these rules will be available at the meeting. To ensure that the meeting is conducted in a manner that is fair to all shareholders, the Chairman (or such person designated by our Board) also may exercise broad discretion in recognizing shareholders who wish to speak, in determining the extent of discussion on each item of business and in managing disruptions or disorderly conduct.

Additional Information on the Annual Meeting of Shareholders

If you have questions or would like more information about the annual meeting of shareholders, you can contact us in any of the following ways:

 

   

Via the Internet:    Go to www.proxyvote.com.

 

   

By telephone:    Call toll free 1-866-281-2100.

 

   

By writing to the following address:

Arthur R. Block, Secretary

Comcast Corporation

One Comcast Center

Philadelphia, PA 19103

Contacting Our Board, Board Committees or Directors

Our Board has provided a process for shareholders to communicate with its members. Shareholders and other interested parties who wish to communicate with our directors may address their correspondence to the Board, to the Presiding Director, to any other particular director, to the independent or nonemployee directors or to any other group of directors or committee of the Board, in care of Arthur R. Block, Secretary, Comcast Corporation, at the address given above. You also may send an e-mail in care of the Chair of the Audit Committee of the Board by using the following e-mail address: audit_committee_chair@comcast.com. All such communications are promptly reviewed and, as appropriate, forwarded to either the Board, the relevant committee(s) of the Board or individual or group Board or committee member(s) based on the subject matter of the communication.

Corporate Governance

Our Board has adopted corporate governance guidelines. These guidelines address items such as the standards, qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, we have a code of conduct that applies to all our employees, including our executive officers, and our directors. Both the guidelines and the code of conduct are posted under the “Governance” section of our website at www.cmcsa.com or www.cmcsk.com. We will disclose under the “Governance” section of our website any amendments to, or any waivers under, the code of conduct that are required to be disclosed by the rules of the SEC. The charters of each of the Board’s Audit, Compensation, Finance and Governance and Directors Nominating Committees are also posted on our website. More information on our Board and its committees can be found beginning on page 12.

 

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VOTING SECURITIES AND PRINCIPAL HOLDERS

Outstanding Shares and Voting Rights

At the close of business on March 8, 2011, the record date, we had outstanding 2,077,793,120 shares of Class A common stock, 679,579,638 shares of Class A Special common stock and 9,444,375 shares of Class B common stock.

On each matter to be voted on, the holders of Class A common stock and Class B common stock will vote together. As of the record date, each holder of Class A common stock is entitled to 0.1364 votes per share and each holder of Class B common stock is entitled to 15 votes per share. Holders of Class A Special common stock are not entitled to vote at the meeting.

We must have a quorum to carry on the business of the annual meeting of shareholders. This means that, for each matter presented, shareholders entitled to cast a majority of the votes that all shareholders are entitled to cast on that matter must be represented at the meeting, either in person or by proxy. If the meeting is adjourned for one or more periods aggregating at least five days due to the absence of a quorum, those shareholders who are entitled to vote and who attend the adjourned meeting, even though they do not constitute a quorum as described above, will constitute a quorum for the purpose of electing directors at such reconvened meeting. If the meeting is adjourned for one or more periods aggregating at least 15 days due to the absence of a quorum, shareholders who are entitled to vote and who attend the adjourned meeting, even though they do not constitute a quorum as described above, will constitute a quorum for the purpose of acting on any matter described in this proxy statement other than the election of directors.

The director candidates who receive the most votes will be elected to fill the available seats on our Board. Approval of the other proposals requires the favorable vote of a majority of the votes cast. Except as noted below with respect to broker nonvotes, only votes for or against a proposal count for voting purposes. Abstentions, withheld votes in regard to the election of directors and broker nonvotes count for quorum purposes. Broker nonvotes occur on a matter when a bank, brokerage firm or other nominee is not permitted by applicable regulatory requirements to vote on that matter without instruction from the owner of the shares and no instruction is given. Absent instructions from you, your broker may vote your shares on the ratification of the appointment of our independent auditors, but may not vote your shares on the election of directors or any of the other proposals.

Principal Shareholders

This table sets forth information as of February 28, 2011 about persons we know to beneficially own more than 5% of any class of our voting common stock.

 

Title of Voting Class

  

Name and Address of Beneficial Owner

   Amount Beneficially
Owned
     Percent of Class  

Class A common stock

  

BlackRock, Inc.

40 East 52nd Street

New York, NY 10022

     149,267,545(1)         7.21

Class A common stock

  

Dodge & Cox
555 California Street, 40th Floor

San Francisco, CA 94104

     129,134,301(2)         6.2

Class B common stock

  

Brian L. Roberts
One Comcast Center

Philadelphia, PA 19103

     9,444,375(3)         100

 

(1) This information is based upon a Schedule 13G filing with the SEC on February 3, 2011 made by BlackRock, Inc. setting forth information as of December 31, 2010.

 

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(2) This information is based upon a Schedule 13G filing with the SEC on February 10, 2011 made by Dodge & Cox setting forth information as of December 31, 2010.

 

(3)

Includes 9,039,663 shares of Class B common stock owned by a limited liability company of which Mr. Brian L. Roberts is the managing member and 404,712 shares of Class B common stock owned by certain family trusts of which Mr. Roberts and/or his descendents are the beneficiaries. The shares of Class B common stock beneficially owned by Mr. Brian L. Roberts represent 33 1/3% of the combined voting power of the two classes of our voting common stock, which percentage is generally non-dilutable under the terms of our articles of incorporation. Under our articles of incorporation, each share of Class B common stock is convertible, at the shareholder’s option, into a share of Class A common stock or Class A Special common stock. For information regarding Mr. Brian L. Roberts’ beneficial ownership of Class A common stock and Class A Special common stock, see the table immediately below, “Security Ownership of Directors, Nominees and Executive Officers,” including footnotes (19) and (20) to the table.

Security Ownership of Directors, Nominees and Executive Officers

This table sets forth information as of February 28, 2011 about the amount of common stock beneficially owned by (i) our current directors (all of whom, with the exception of Julian A. Brodsky and Michael I. Sovern, are also nominees for director), (ii) Eduardo G. Mestre, a nominee for director, (iii) the named executive officers listed in the “Summary Compensation Table for 2010” beginning on page 54 and (iv) our directors, director nominee and executive officers as a group.

 

Amount Beneficially Owned(1)

    Percent of Class  

Name of Beneficial Owner

      Class  A(2)             Class A Special(3)             Class B           Class A(2)     Class A
   Special(3)  
    Class B    

Michael J. Angelakis

          1,112,688(4)                       —          —              *         

S. Decker Anstrom

         85,098                   2,400        —              *   *       

Kenneth J. Bacon

         84,743                        —          —              *         

Arthur R. Block

       389,452                     350,262(5)        —              *   *       

Sheldon M. Bonovitz

             67,181(6)                     195,648(7)        —              *   *       

Edward D. Breen

        53,625                        —          —              *         

Julian A. Brodsky(8)

      478,048                5,000,088(9)        —              *   *       

Stephen B. Burke

          3,647,468(10)                 2,494,205(11)        —              *   *       

David L. Cohen

          2,694,562(12)                       70,142(13)        —              *   *       

Joseph J. Collins

              164,355(14)                        —          —              *         

J. Michael Cook

               92,689(15)                        3,450(16)        —              *   *       

Gerald L. Hassell

          32,723                        —          —              *         

Jeffrey A. Honickman

               97,949(17)                     10,217(18)        —              *   *       

Eduardo G. Mestre

          22,500                        —          —              *         

Brian L. Roberts

            5,007,493(19)              11,292,179(20)        9,444,375(21)      *  

1.7

              100%(21)   

Ralph J. Roberts

      2,970,795                4,446,554(22)        —              *   *       

Dr. Judith Rodin

           80,282                        —          —              *         

Michael I. Sovern(23)

           95,425                        —          —              *         

All directors, nominees and executive officers
as a group (20 persons)

            17,848,426(4)(6)                      24,155,817(5)(7)(9)        9,444,375(21)      *  

3.5

              100%(21)   
    (10)(12)(14)(15)(17)(19)        (11)(13)(16)(18)(20)(22)           

 

* Less than 1% of the outstanding shares of the applicable class.

 

(1) Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

(2)

Includes beneficial ownership of shares of Class A common stock for which the following persons hold options exercisable on or within 60 days of February 28, 2011: Mr. Angelakis, 572,451 shares; Mr. Anstrom, 33,750 shares; Mr. Bacon, 33,750 shares; Mr. Block, 320,152 shares; Mr. Bonovitz, 33,750 shares; Mr. Breen, 5,625 shares; Mr. Brodsky, 266,250 shares; Mr. Burke, 2,749,470 shares; Mr. Cohen, 2,262,795 shares; Mr. Collins, 14,062 shares; Mr. Cook, 43,930 shares; Mr. Brian L. Roberts, 4,416,900 shares; Mr. Ralph J. Roberts, 2,069,940 shares; Dr. Rodin, 33,750 shares; Mr. Sovern, 43,932 shares; and all directors, our director nominee and executive officers as a group, 13,448,284 shares. Also includes beneficial ownership of shares of Class A common stock underlying restricted stock units (“RSUs”) held by

 

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the following persons that vest on or within 60 days of February 28, 2011: Mr. Angelakis, 108,423 shares; Mr. Block, 40,170 shares; Mr. Burke, 240,147 shares; Mr. Cohen, 140,200 shares; Mr. Brian L. Roberts, 299,295 shares; Mr. Ralph J. Roberts, 73,170 shares; and all directors, our director nominee and executive officers as a group, 959,965 shares. Also includes share equivalents that will be paid at a future date in cash and/or in our Class A common stock pursuant to an election made under our deferred compensation plans for the following persons: Mr. Anstrom, 39,293 share equivalents; Mr. Bacon, 39,293 share equivalents; Mr. Bonovitz, 5,886 share equivalents; Mr. Breen, 24,178 share equivalents; Mr. Burke, 348,030 share equivalents; Mr. Collins, 39,293 share equivalents; Mr. Cook, 39,293 share equivalents; Mr. Hassell, 27,827 share equivalents; Mr. Honickman, 39,398 share equivalents; Mr. Ralph J. Roberts, 748,270 share equivalents; Dr. Rodin, 39,293 share equivalents; and Mr. Sovern, 39,293 share equivalents. Also includes share equivalents that will be paid at a future date in our Class A common stock under our deferred compensation plans for the following persons: Mr. Anstrom, 12,055 share equivalents; Mr. Breen, 7,325 share equivalents; Mr. Collins, 9,000 share equivalents; Mr. Cook, 5,587 share equivalents; Mr. Hassell, 4,896 share equivalents; Mr. Honickman, 8,049 share equivalents; and Dr. Rodin, 7,239 share equivalents.

 

(3) Includes beneficial ownership of shares of Class A Special common stock for which the following persons hold options exercisable on or within 60 days of February 28, 2011: Mr. Block, 300,000 shares; Mr. Brodsky, 1,200,000 shares; Mr. Burke, 2,401,875 shares; Mr. Brian L. Roberts, 2,245,944 shares; Mr. Ralph J. Roberts, 2,542,068 shares; and all directors, our director nominee and executive officers as a group, 8,978,637 shares. Also includes 1,918,177 share equivalents for Mr. Brodsky that will be paid at a future date in cash and/or in our Class A Special common stock pursuant to an election made under our deferred compensation plans.

 

(4) Includes 11,400 shares of Class A common stock owned in an individual retirement-investment account, 2,400 shares owned by his wife in an individual retirement-investment account, 17,000 shares held by him as trustee for a Qualified Terminable Interest Property trust and 9,500 shares held by him as trustee for a family trust.

 

(5) Includes 7,876 shares of Class A Special common stock owned by his daughter and 8,113 shares owned by his son.

 

(6) Includes 156 shares of Class A common stock held by him as trustee for testamentary trusts and 5,815 shares owned by family partnerships.

 

(7) Includes 19,270 shares of Class A Special common stock held by him as a trustee of grantor retained annuity trusts, 15,714 shares owned by a charitable foundation of which his wife is a trustee and 131,792 shares owned by family partnerships.

 

(8) Mr. Brodsky has informed the Board that he will not stand for re-election as a director at the annual meeting. Effective as of the annual meeting, he will serve as a Director Emeritus for a period of one year.

 

(9) Includes 566,684 shares of Class A Special common stock held by him as a trustee of grantor retained annuity trusts, 284,101 shares owned in irrevocable trusts and 75,000 shares owned by a family charitable foundation of which his wife is a trustee.

 

(10) Includes 12,613 shares of Class A common stock owned in our retirement-investment plan.

 

(11) Includes 36,570 shares of Class A Special common stock owned in our retirement-investment plan.

 

(12) Includes 121,600 shares of Class A common stock held by him as a trustee of grantor retained annuity trusts and 12,526 shares owned in a grantor trust. Also includes 40,081 shares of Class A common stock that were granted to him on March 11, 2011 pursuant to his employment agreement dated February 22, 2011.

 

(13) Includes 12,165 shares of Class A Special common stock held by him as a trustee of grantor retained annuity trusts and 14,602 shares owned in a grantor trust.

 

(14) Includes 102,000 shares of Class A common stock held by him as a trustee of grantor retained annuity trusts.

 

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(15) Includes 2,425 shares of Class A common stock owned by his wife and 1,455 shares held jointly by him and his wife.

 

(16) Represents 3,450 shares of Class A Special common stock held jointly by him and his wife.

 

(17) Includes 10,000 shares of Class A common stock held by him as trustee for a grantor trust.

 

(18) Includes 77 shares of Class A Special common stock owned by his daughters.

 

(19) Includes 13,127 shares of Class A common stock owned in our retirement-investment plan and 2,034 shares owned by his wife. Does not include shares of Class A common stock issuable upon conversion of Class B common stock beneficially owned by him; if he were to convert the Class B common stock that he beneficially owns into Class A common stock, he would beneficially own 14,451,868 shares of Class A common stock, representing less than 1% of the Class A common stock.

 

(20) Includes 65,197 shares of Class A Special common stock owned in our retirement-investment plan. Also includes 4,068 shares owned by his wife, 240 shares owned by his daughter and 372,170 shares owned by a family charitable foundation of which his wife is a trustee. Also includes 7,056,323 shares owned by a limited liability company of which he is the managing member and 1,222,065 shares owned by certain family trusts, but does not include shares of Class A Special common stock issuable upon conversion of Class B common stock beneficially owned by him; if he were to convert the Class B common stock that he beneficially owns into Class A Special common stock, he would beneficially own 20,736,554 shares of Class A Special common stock, representing approximately 3.0% of the Class A Special common stock.

 

(21) See footnote (3) under “— Principal Shareholders” above.

 

(22) Includes 278,346 shares of Class A Special common stock owned by family partnerships, the general partner of which is controlled by him, 800,000 shares held by him as a trustee of grantor retained annuity trusts and 91,500 shares owned by a family charitable foundation of which his wife is a trustee.

 

(23) Mr. Sovern has informed the Board that he will not stand for re-election as a director at the annual meeting. Effective as of the annual meeting, he will serve as a Director Emeritus for a period of one year.

Section 16(a) Beneficial Ownership Reporting Compliance

Our directors and executive officers file reports with the SEC pursuant to Section 16(a) of the Exchange Act indicating the number of shares of any class of our equity securities they owned when they became a director or executive officer and, after that, any changes in their ownership of our equity securities. We have reviewed copies of such reports and written representations from the individuals required to file the reports. Based on our review of these documents, we believe that all filings required to be made by our reporting persons for the period January 1, 2010 through December 31, 2010 were made on a timely basis.

 

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PROPOSAL 1:    ELECTION OF DIRECTORS

Based on the recommendation of our Board’s Governance and Directors Nominating Committee, our Board has nominated the director candidates named below. With the exception of Eduardo G. Mestre, all of the nominees for director currently serve as our directors. All of our directors are elected annually.

If a director nominee becomes unavailable before the annual meeting of shareholders, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Governance and Directors Nominating Committee names one.

Julian A. Brodsky and Michael I. Sovern have informed us that they will not stand for re-election to the Board at the annual meeting. The Board has requested that each of Messrs. Brodsky and Sovern serve, and each has agreed to serve, as a Director Emeritus for a one year term, effective as of the date of the annual meeting. The Board will reduce its size from 13 to 12 members, effective as of the date of the annual meeting.

Our Board has determined that our director nominee, Mr. Mestre, and each of our nonemployee directors, other than Mr. Bonovitz, who is married to a first cousin of Mr. Brian L. Roberts, are independent in accordance with the director independence definition specified in our corporate governance guidelines, which is posted under the “Governance” section of our website, www.cmcsa.com or www.cmcsk.com, and in accordance with applicable NASDAQ Global Select Market rules. In making its independence determinations, our Board considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates, including those reported under “Related Party Transaction Policy and Certain Transactions” below. The Board also considered that we and our subsidiaries in the ordinary course of business have during the current year and the past three fiscal years sold products and services to, and/or purchased products and services from, companies at which some of our directors are currently executive officers or a controlling shareholder. In each case, the amount paid to or received from these companies was below 1% of the recipient company’s total consolidated gross revenues, which is far below the 5% limit prescribed by NASDAQ Global Select Market. Following the annual meeting of shareholders, if all director nominees are elected to serve as our directors, independent directors will constitute three-fourths of our Board.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.

We believe that our Board as a whole possesses the right diversity of experience, qualifications and skills to oversee and address the current issues facing our company. In addition, we believe that each of our directors possesses key attributes that we seek in a director, including strong and effective decision-making, communication and leadership skills. Set forth below is additional information about the experience and qualifications of each of the nominees for director.

Nominees for Director

Brian L. Roberts, 51, has served as a director since March 1988, as our President since February 1990, as our Chief Executive Officer since November 2002 and as our Chairman of the Board since May 2004. He is also the Chairman of the Board of NBCUniversal, LLC. As of December 31, 2010, Mr. Roberts, through his ownership of our Class B common stock, had sole voting power over 33 1/3% of the combined voting power of our two classes of voting common stock. He is a son of Mr. Ralph J. Roberts. Mr. Roberts is also a director of the National Cable and Telecommunications Association (“NCTA”), the principal trade association of the cable television industry, and CableLabs, the cable industry’s research and development organization. Within the past five years, Mr. Roberts was a director of The Bank of New York Mellon until April 2007. We believe that Mr. Roberts’ extensive experience and leadership in the cable, phone, Internet, programming and wireless industries, including as our Chief Executive Officer and President and through his involvement with NCTA and CableLabs, render him qualified to serve as one of our directors.

 

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Ralph J. Roberts, 91, our Founder, has served as a director since March 1969 and is Chairman Emeritus of the Board. He served as the Chair of the Executive and Finance Committee of the Board, now the Finance Committee of the Board, from November 2002 until December 2008. From March 1969 to February 1990, Mr. Roberts served as our President, and from November 1984 to November 2002, he served as our Chairman of the Board. He is the father of Mr. Brian L. Roberts. We believe that Mr. Roberts’ extensive experience and leadership in the cable, phone, Internet, programming and wireless industries, including as our former President, render him qualified to serve as one of our directors.

S. Decker Anstrom, 60, has served as a director since June 2001. He currently serves as Head of the U.S. Delegation to the 2012 World Radiocommunication Conference, held under the auspices of the International Telecommunication Union. From January 2002 to December 2008, Mr. Anstrom served as a director and President and Chief Operating Officer of Landmark Communications, Inc., a privately held multimedia company, the assets of which, prior to September 2008, included The Weather Channel. From August 1999 to December 2001, Mr. Anstrom served as President and Chief Executive Officer of The Weather Channel. Mr. Anstrom was the President and Chief Executive Officer of NCTA from 1994 to 1999. We believe that Mr. Anstrom’s vast experience in the programming industry, including his various experiences as a president and chief executive officer as noted above, coupled with his experience in the cable, phone and Internet industries and in governmental affairs, render him qualified to serve as one of our directors.

Kenneth J. Bacon, 56, has served as a director since November 2002. Mr. Bacon has served as the Executive Vice President of Housing and Community Development at Fannie Mae since July 2005 and as Senior Vice President of Multifamily Investment at Fannie Mae since 2000. From January 2005 to July 2005, he served as the interim Executive Vice President of Housing and Community Development. Mr. Bacon is a member of the Executive Leadership Council and a director of the Corporation for Supportive Housing. We believe that Mr. Bacon’s significant experience in governmental affairs, the financial industry and the non-profit, educational and philanthropic communities renders him qualified to serve as one of our directors.

Sheldon M. Bonovitz, 73, has served as a director since March 1979. Mr. Bonovitz is currently Chairman Emeritus of Duane Morris LLP, a law firm. From January 1998 to December 2007, he served as Chairman and Chief Executive Officer of Duane Morris. Mr. Bonovitz is a director of eResearchTechnology, Inc. He is also Chairman of Philadelphia’s Children First Fund, a trustee of the Dolfinger-McMahon Charitable Trust and the Christian R. and Mary F. Lindbach Foundation and a member of the board of trustees of The Barnes Foundation, The Curtis Institute of Music, the Free Library of Philadelphia Foundation and the Philadelphia Museum of Art. He is a founder, the President and a member of the board of trustees of the Foundation for Self-Taught American Artists. We believe that Mr. Bonovitz’s experience and leadership in the legal industry, including his experience as a chief executive officer as noted above, and experience in tax matters and the non-profit, educational and philanthropic communities render him qualified to serve as one of our directors.

Edward D. Breen, 55, has served as a director since June 2005 and has been our Presiding Director since May 2008. Since July 2002, Mr. Breen has served as Chairman and Chief Executive Officer of Tyco International Ltd. (“Tyco International”). From January 2002 to July 2002, Mr. Breen served as President and Chief Operating Officer of Motorola, Inc.; from January 2001 to January 2002, he served as Executive Vice President and President of Motorola’s Networks Sector; and from January 2000 to January 2001, he served as Executive Vice President and President of Motorola’s Broadband Communications Sector. Mr. Breen is also a director of Tyco International and is a member of the advisory board of New Mountain Capital. We believe that Mr. Breen’s extensive experience in the technology, equipment supplier and consumer product sectors, notably as those sectors relate to the cable, phone and wireless industries, including his various experiences as a president and chief executive officer as noted above, renders him qualified to serve as one of our directors.

Joseph J. Collins, 66, has served as a director since October 2004. Mr. Collins currently serves as the Chairman of Aegis, LLC. From August 2001 to December 2003, he served as Chairman and Chief Executive Officer of AOL Time Warner Interactive Video. From 1989 to August 2001, Mr. Collins served as Chairman and

 

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Chief Executive Officer of Time Warner Cable. We believe that Mr. Collins’ extensive experience and leadership in the cable and Internet industries, including his various experiences as a chief executive officer as noted above, coupled with his experience in the programming and technology industries and in governmental affairs, render him qualified to serve as one of our directors.

J. Michael Cook, 68, has served as a director since November 2002. Mr. Cook is a director of International Flavors & Fragrances, Inc. and is a Trustee of the Scripps Research Institute. Mr. Cook is also Chairman Emeritus of the board of Catalyst, Chairman of the Accountability Advisory Panel to the Comptroller General of the United States, an emeritus member of the Advisory Council of the Public Company Accounting Oversight Board (PCAOB) and a member of the Accounting Hall of Fame. Mr. Cook was also named one of the Outstanding Directors in America by Director’s Alert in 2002 and is a past member of the National Association of Corporate Directors’ Blue Ribbon Commission on Corporate Governance. Within the past five years, Mr. Cook was a director of Eli Lilly and Company until April 2009 and The Dow Chemical Company until May 2006. We believe that Mr. Cook’s extensive experience and leadership in the accounting industry, including his experience as the former Chairman and Chief Executive Officer of Deloitte & Touche LLP, coupled with his skills in corporate governance matters, render him qualified to serve as one of our directors.

Gerald L. Hassell, 59, has served as a director since May 2008. He is President of The Bank of New York Mellon (“BNYM”). Prior to the merger of The Bank of New York Company, Inc. and Mellon Financial Corporation in July 2007, Mr. Hassell was President of The Bank of New York Company, Inc. and The Bank of New York. Mr. Hassell is on BNYM’s Board of Directors. He is also Chairman of the Board of Visitors of The Fuqua School of Business at Duke University, a member of the Board of Visitors of Columbia University Medical Center, a member of The Financial Services Roundtable and Financial Services Forum, Vice Chairman of Big Brothers/Big Sisters of New York and a member of the boards of the New York Philharmonic, The Economic Club of New York and The National September 11 Memorial & Museum. We believe that Mr. Hassell’s significant experience and leadership in the financial industry, including with respect to consumer financial products and his experience as a president as noted above, render him qualified to serve as one of our directors.

Jeffrey A. Honickman, 54, has served as a director since December 2005. He has served since 1990 as the Chief Executive Officer of Pepsi-Cola & National Brand Beverages, Ltd., a bottling and distribution company, which includes among its affiliates Pepsi-Cola Bottling Company of New York, Inc. and Canada Dry bottling companies from New York to Virginia. He is also the Vice President and Secretary of Antonio Origlio Inc., a beverage distributor based in Philadelphia, Pennsylvania, which does business as Origlio Beverages. He currently serves on the board of directors of the American Beverage Association and the Pepsi-Cola Bottlers Association. Mr. Honickman is a member of the board of trustees of Germantown Academy. He also serves on the board of governors of St. Joseph’s University Academy of Food Marketing, the board of trustees of the National Museum of American Jewish History and the Dean’s Advisory Council of the Drexel University College of Business and Administration. We believe that Mr. Honickman’s significant experience in the retail and consumer products industries, including his experience as a chief executive officer as noted above, renders him qualified to serve as one of our directors.

Eduardo G. Mestre, 62, is a nominee for director at this year’s annual meeting of shareholders. He has been a Vice Chairman of Evercore Partners Inc., an independent investment banking advisory firm, since October 2004. From 2001 to 2004, Mr. Mestre served as chairman of Citigroup’s global investment bank. From 1995 to 2001, he served as head of investment banking and, prior to that, as co-head of mergers and acquisitions at Salomon Smith Barney. Prior to joining Salomon in 1977, Mr. Mestre practiced law at Cleary Gottlieb Steen & Hamilton LLP. Mr. Mestre serves as a director of Avis Budget Group, Inc. We believe that Mr. Mestre’s significant experience and leadership in the investment banking industry, including in the cable, phone, Internet and wireless industries, render him qualified to serve as one of our directors.

 

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Dr. Judith Rodin, 66, has served as a director since November 2002. She is President of the Rockefeller Foundation. From 1994 to 2004, Dr. Rodin served as President of the University of Pennsylvania, as well as a professor of psychology and of medicine and psychiatry at the University of Pennsylvania. She also serves as a director of AMR Corporation and Citigroup Inc. We believe that Dr. Rodin’s extensive experience in the non-profit, educational and philanthropic communities, including her various experiences as a president as noted above, renders her qualified to serve as one of our directors.

Directors Not Standing for Reelection at the Annual Meeting

Julian A. Brodsky, 77, has served as a director since March 1969 and, since May 2004, has served as our non-executive Vice Chairman. As noted above, Mr. Brodsky will not stand for re-election to the Board at the annual meeting and, effective as of the date of the annual meeting, he will serve as a Director Emeritus for a one year term. He has been an employee of Comcast since 1964, and, from May 1987 to May 2004, he served as our Vice Chairman. In addition, he is a director of Amdocs Ltd., RBB Fund, Inc. and the Philadelphia Chamber Music Society, a trustee and Vice Chairman of the Philadelphia Museum of Art and a director emeritus of The Cable Center. We believe that Mr. Brodsky’s vast experience in the cable, phone, Internet, programming, wireless and financial industries, coupled with an accounting background, rendered him qualified to serve as one of our directors.

Michael I. Sovern, 79, has served as a director since November 2002. As noted above, Mr. Sovern will not stand for re-election to the Board at the annual meeting and, effective as of the date of the annual meeting, he will serve as a Director Emeritus for a one year term. Mr. Sovern is Chairman of Sotheby’s. He is also President Emeritus and Chancellor Kent Professor of Law at Columbia University where he served as President for 13 years. He is President and a director of The Shubert Foundation and a director of The Shubert Organization. He is also a director of Sotheby’s. Within the past five years, Mr. Sovern was a director of Sequa Corp. until December 2007. We believe that Mr. Sovern’s extensive experience in the legal industry and in the non-profit, educational and philanthropic communities, including his various experiences as a president as noted above, rendered him qualified to serve as one of our directors.

 

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About Our Board and its Committees

 

The Board    We are governed by a Board of Directors and various committees of the Board that meet throughout the year. During 2010, there were eight meetings of our Board and a total of 19 committee meetings. Each director attended more than 75% of the aggregate of the number of Board meetings and the number of meetings held by all of the committees on which he or she served. Our independent directors have the opportunity to meet separately in an executive session following each regularly scheduled Board meeting and, under our corporate governance guidelines, are required to meet in executive session at least two times each year. During 2010, our independent directors held three executive sessions. Following the annual meeting of shareholders, if all director nominees are elected to serve as our directors, we will have nine independent directors. We require our directors to attend the annual meeting of shareholders, barring unusual circumstances. All of our directors attended the 2010 annual meeting of shareholders.
Retirement Age/

Director Emeritus Program

   In 2011, our corporate governance guidelines were revised to require that our independent directors not stand for re-election to the Board after reaching the age of 72. The Board had previously created a Director Emeritus program to avail itself of the counsel of retiring directors who have made and can continue to make a unique contribution to the deliberations of the Board. The Board may, at its discretion, designate a retiring director as Director Emeritus. Each designation is for a period of one year. A Director Emeritus may provide advisory services as requested from time to time and may be invited to attend meetings of the Board, but may not vote or be counted for quorum purposes or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director. A Director Emeritus, however, is entitled to benefits and protections in accordance with Article 7 of our by-laws (Indemnification of Directors, Officers and Other Persons).
Risk Oversight    While risk management is primarily the responsibility of our management, we believe that our Board understands the significant risks facing our company and exercises, as a whole and through its committees, an appropriate degree of risk oversight. Throughout the year, in conjunction with its regular business presentations to the Board and its committees, management highlights any significant related risks. In addition, our management, with involvement and input from our Board, performs an annual companywide enterprise risk management assessment and identifies the significant strategic, operational, financial and legal risk areas for our Board’s oversight and reports to the Board on the results of the assessment. Our executive management committee has the overall responsibility and oversight of this process, and an enterprise risk management steering committee, comprised of legal, financial, accounting and business executives, manages it. We also assign one or more senior business executives to work with the executive management committee and steering committee on each of the identified risks to appropriately

 

 

 

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monitor and manage them. In addition, one of our independent directors reviews the results of this process with management before management presents its annual report to the Board.

 

Succession Planning

Assuring that we have the appropriate senior management talent to successfully pursue our strategies is one of the Board’s primary responsibilities. To this end, at least once a year, there is a Board level discussion of our succession planning for senior executive management. To help fulfill the Board’s responsibility, our Governance and Directors Nominating Committee requires, pursuant to our corporate governance guidelines, that the Compensation Committee ensure that we have in place appropriate planning to address CEO succession both in the ordinary course of business and in emergency situations. Our CEO succession planning includes criteria that reflect our business strategies, including identifying and developing internal candidates. In addition to requiring CEO succession planning, our corporate governance guidelines require that our Compensation Committee ensure that we have appropriate succession planning for the remainder of our senior executive management.

 

Board Leadership Structure

Our Board believes that we and our shareholders are best served by having Brian L. Roberts serve as both our Chairman and Chief Executive Officer. We believe that Mr. Roberts is a strong and effective leader, at both the company and Board levels, who provides critical leadership for carrying out our strategic initiatives and confronting our challenges. He also serves as a bridge between the Board and management, facilitating strong collaboration and encouraging open lines of communication with the Board. As such, we believe that Mr. Roberts is the most appropriate person to serve as Chairman of our Board. Moreover, our Board believes that Board independence and oversight of management will be effectively maintained through the Board’s composition, where, if following the annual meeting all of our director nominees are elected, three-fourths of our directors will be independent; through our Audit, Compensation and Governance and Directors Nominating Committees, which are comprised entirely of independent directors; and through our Presiding Director, who, among other things and as more fully described below, presides at the executive sessions held by our independent directors.

 

Presiding Director

In accordance with our corporate governance guidelines, our Board has a Presiding Director position, which is currently filled by Mr. Breen. The Presiding Director:

 

   

presides over executive sessions of our independent directors, including an annual executive session during which our independent directors review the performance of our Chief Executive Officer and senior management;

 

   

consults in advance with our independent directors concerning the need for an executive session in connection with each regularly scheduled Board meeting;

 

   

communicates periodically between Board meetings and executive sessions with our independent directors, following discussions with management and otherwise on topics of importance to our independent directors;

 

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reviews and approves the process for the annual self-assessment of our Board and its committees;

 

   

organizes the annual Board evaluation of the performance of our Chief Executive Officer and senior management; and

 

   

reviews and suggests topics for discussion and presentation at Board meetings.

 

  The role of Presiding Director is filled by an independent director recommended by the Governance and Directors Nominating Committee and appointed by the Board annually at the Board meeting immediately following the annual meeting of shareholders.

 

Committees of our Board

Our Board has four standing committees. The following describes for each committee its current membership, the number of meetings held during 2010 and its mission.

 

Audit Committee

Joseph J. Collins, J. Michael Cook (Chair), Jeffrey A. Honickman and Dr. Judith Rodin. Each member of the committee is independent for audit committee purposes under NASDAQ Global Select Market rules. A copy of this committee’s charter is posted under the “Governance” section of our website at www.cmcsa.com or www.cmcsk.com.

 

  This committee met seven times in 2010. The Audit Committee is responsible for the oversight and evaluation of:

 

   

the qualifications, independence and performance of our independent auditors;

 

   

the qualifications and performance of our internal audit function; and

 

   

the quality and integrity of our financial statements and the effectiveness of our internal control over financial reporting.

 

  In addition, the Audit Committee is responsible for reviewing our processes and practices with respect to enterprise risk assessment and management. The Audit Committee is also responsible for preparing the Audit Committee report required by the rules of the SEC, which is included on page 20.

 

  Our Board has concluded that J. Michael Cook qualifies as an audit committee financial expert.

 

Compensation Committee

S. Decker Anstrom, Joseph J. Collins, Dr. Judith Rodin (Chair) and Michael I. Sovern. Each member of the committee is independent under NASDAQ Global Select Market rules and qualifies as a “non-employee director” (as defined under Rule 16b-3 under the Exchange Act) and an “outside director” (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”)). A copy of this committee’s charter is posted under the “Governance” section of our website at www.cmcsa.com or www.cmcsk.com.

 

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  This committee met five times in 2010. The Compensation Committee reviews and approves our compensation and benefit programs, ensures the competitiveness of these programs and oversees and sets compensation for our senior executives. The Compensation Committee is responsible for approving the nature and amount of compensation paid to, and the employment and related agreements entered into with, our executives, establishing and evaluating performance-based goals related to compensation, overseeing our cash bonus and equity-based plans, approving guidelines for grants of awards under these plans and determining and overseeing our compensation and benefits policies generally. Each year, over the course of at least two meetings, the Compensation Committee performs a review of our compensation philosophy, our executive compensation programs and the performance of our named executive officers. The Compensation Committee’s determinations are reviewed annually by the independent directors. Also, together with the Governance and Directors Nominating Committee, it oversees succession planning for our senior management (including our Chief Executive Officer). The Compensation Committee is also responsible for preparing the Compensation Committee report required by the rules of the SEC, which is included on page 53.

 

  On a regular basis, we engage the services of a compensation consultant to provide research and analysis as to the form and amount of executive and director compensation. The consultant does not have any role in determining or recommending the form or amount of such compensation. We and the Compensation Committee request that the consultant provide market research utilizing information derived from proxy statements, surveys and its own consulting experience and that the consultant use other methodological standards and policies in accordance with its established procedures. The Compensation Committee determines or approves the parameters used by the consultant in its research and directs the work of the consultant. Parameters include such items as the composition of peer groups, the reference points within the data (e.g., median, seventy-fifth percentile) and the elements of compensation. The compensation consultant we engaged with respect to 2010 was Mercer (US) Inc. (“Mercer”).

 

 

Mercer received approximately $402,000 in fees from us in 2010 in connection with services related to executive and director compensation. Mercer also received approximately $2,069,000 in fees from us in 2010 in connection with its provision of other compensation-related services, which consisted primarily of services related to our and our subsidiaries’ generally available health and welfare plans and the NBCUniversal Transaction (as defined below in “Executive Compensation — Compensation Discussion and Analysis — Executive Summary”). The Mercer teams that provide other compensation-related services for us are independently managed and are separate from the team that provides executive and director compensation services. In addition, Mercer is part of a global professional services firm and is affiliated with other companies whose businesses are unrelated to the provision of compensation-related consulting services. We paid these affiliates of Mercer approximately $5,604,000 in 2010, which primarily

 

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consisted of payments to Marsh for insurance-related and NBCUniversal Transaction-related matters and Lippincott Mercer for advertising-related matters. Our Compensation Committee annually reviews the fees paid to Mercer and its affiliates and has determined that the fees paid in respect of non-executive and director compensation-related services to Mercer, as well as the fees paid to Mercer’s affiliates for all other services, did not impair Mercer’s objectivity in providing services and advice on executive and director compensation matters. All of the non-executive and director compensation services were performed at the direction of management without Board oversight or approval in light of management’s view that such other services were rendered in the ordinary course of our business and were not material in scope or nature.

 

  As part of their job responsibilities, certain of our named executive officers participate in gathering and presenting facts related to compensation and benefit matters as requested by the Compensation Committee and in formulating and making recommendations to the Compensation Committee in these areas. The executives, together with our employees who work in the compensation area and Mercer, also conduct research and consult with legal counsel and other expert sources to keep abreast of developments in these areas. All decisions, however, regarding the compensation of our named executive officers are made by the Compensation Committee and are reviewed by the Board, following reviews and discussions held in executive sessions.

 

Finance Committee

Sheldon M. Bonovitz, Julian A. Brodsky, J. Michael Cook and Gerald L. Hassell (Chair). A copy of this committee’s charter is posted under the “Governance” section of our website at www.cmcsa.com or www.cmcsk.com.

 

  This committee met two times in 2010. The Finance Committee provides advice and assistance to us, including as requested by the Board. It also may act for the directors in the intervals between Board meetings with respect to matters delegated to it from time to time by our Board in connection with a range of financial and related matters. Areas of the Finance Committee’s focus may include acquisitions, banking activities and relationships, capital allocation initiatives, capital structure, cash management, equity and debt financings, investments and share repurchase activities.

 

Governance and Directors Nominating Committee

S. Decker Anstrom (Chair), Kenneth J. Bacon, Edward D. Breen, Gerald L. Hassell, Jeffrey A. Honickman and Michael I. Sovern. Each member of the committee is independent under NASDAQ Global Select Market rules. A copy of this committee’s charter is posted under the “Governance” section of our website at www.cmcsa.com or www.cmcsk.com.

 

  This committee met five times in 2010. The Governance and Directors Nominating Committee exercises general oversight with respect to the governance of our Board, as well as corporate governance matters involving us and our directors and executive officers. It also is responsible for periodically leading reviews and evaluations of the performance, size and responsibilities of our Board and its committees.

 

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  The Governance and Directors Nominating Committee also identifies and recommends director nominees, and recommended that Mr. Mestre be nominated as a director. In 2010, a third party executive search consultant provided consulting services to assist our Governance and Directors Nominating Committee in identifying potential director candidates. In identifying and evaluating candidates, whether recommended by the committee or by shareholders (as described below), the committee considers an individual’s professional knowledge, business, financial and management expertise, industry knowledge and entrepreneurial background and experience, as well as applicable independence requirements. The committee also gives significant consideration to the current composition and diversity of our Board. Our Board strives to balance the need of having directors with a variety of experiences and areas of expertise and knowledge, such as those noted above, while maintaining appropriate gender and minority representation.

 

  The Governance and Directors Nominating Committee will consider director candidates nominated by shareholders. For a shareholder to make a nomination, the shareholder must provide a written notice along with the additional information listed below required by our by-laws within the following time periods. For election of directors at the 2012 annual meeting of shareholders, if such meeting is called for a date between April 11, 2012 and June 10, 2012, we must receive written notice on or after January 11, 2012 and on or before February 10, 2012. For election of directors at the 2012 annual meeting of shareholders, if such meeting is called for any other date, we must receive written notice by the close of business on the tenth day following the day we mailed notice of, or announced publicly, the date of the meeting, whichever occurs first. Our by-laws require that a written notice set forth: (i) the name and address of the shareholder intending to make the nomination and of the person or persons to be nominated; (ii) a representation that the shareholder is a holder of record of our shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (iv) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had the nominee been nominated by our Board; and (v) the written consent of each nominee to serve as a director if so elected. You can obtain a copy of the full text of the relevant by-laws provision by writing to Arthur R. Block, Secretary, Comcast Corporation, at the address given on page 3. A copy of our by-laws has also been filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on August 6, 2009 and is posted on our website at www.cmcsa.com or www.cmcsk.com.

 

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Director Compensation

As has been the case for the last several years, in doing its work with respect to determining 2010 nonemployee director compensation, the Compensation Committee directs Mercer to provide analyses with respect to various nonemployee director compensation data. Mercer, however, does not recommend or determine compensation levels or elements. The 2010 nonemployee director compensation program approved by the Compensation Committee is described below.

Board and Committee Fees and Equity Awards

Directors who are our employees do not receive any fees for their services as directors or Directors Emeritus, including for service on any Board committee.

It is the practice of our Board to review nonemployee director compensation on a periodic basis. Currently, each nonemployee director receives a $60,000 annual retainer and $2,500 for each Board meeting or other meeting (except a Board committee meeting as described below) attended in his or her capacity as director or for any other business conducted on our behalf, $2,500 for each Audit, Compensation or Governance and Directors Nominating Committee meeting attended and $1,000 for each Finance Committee meeting attended. The Chair of the Audit Committee receives an additional annual retainer of $20,000, and the Chairs of the Compensation Committee and the Governance and Directors Nominating Committee receive an additional annual retainer of $10,000. Other members of the Audit Committee receive an additional annual retainer of $10,000 and other members of the Compensation Committee and the Governance and Directors Nominating Committee receive an additional annual retainer of $5,000. The Chair of the Finance Committee receives an additional annual retainer of $5,000 and the other members of this committee receive an additional annual retainer of $2,500.

Fees received by a director may be deferred in whole or in part under our deferred compensation plans. Up to one-half of the annual retainer may be received, at the election of the nonemployee director, in shares of Class A common stock, the receipt of which may be deferred in whole or in part. If deferred, such shares accrue dividend equivalents during the deferral period.

Each nonemployee director also is granted annually, on November 20, an award of share units with respect to shares of Class A common stock having a fair market value on the date of grant of $125,000, the receipt of which may be deferred in whole or in part under our restricted stock plan. If deferred, such shares accrue dividend equivalents during the deferral period. These share units are fully vested on the grant date.

A nonemployee Director Emeritus is entitled to receive a $60,000 annual retainer, $2,500 for each Board meeting attended and an annual cash payment of $125,000 made on November 20. Fees received by a nonemployee Director Emeritus may be deferred in whole or in part under our deferred compensation plans. A nonemployee Director Emeritus will continue to be able to exercise any vested stock options during his tenure as a Director Emeritus and for 90 days thereafter.

Nonemployee directors and nonemployee Directors Emeritus are reimbursed for travel expenses for meetings attended and also are provided with our video, high-speed Internet and phone services at up to two of their residences, if in our services areas, at no cost during the time they serve on our Board, or as a Director Emeritus, and for five years thereafter.

For details regarding director compensation for 2010, see the “Director Compensation for 2010” table on page 71.

Director Stock Ownership Policy

Our nonemployee director stock ownership policy requires our nonemployee directors to hold a number of shares of our common stock having a value equal to five times the director’s annual cash retainer. Each

 

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nonemployee director has a period of five years to reach this ownership requirement. For purposes of this policy, “ownership” is defined to include stock owned directly or indirectly by the director and shares underlying deferred stock units under our deferred stock option plan. In addition, 60% of each of the following types of ownership also count: the market value of the director’s stock fund under our deferred compensation plans, deferred shares under our restricted stock plan and the difference between the market price and exercise price of vested stock options. In determining compliance, the Compensation Committee may take into account any noncompliance that occurs solely or primarily as a result of a decline in the market price of our stock. Our nonemployee director stock ownership policy is posted under the “Governance” section of our website at www.cmcsa.com or www.cmcsk.com. All nonemployee directors satisfied the requirements of our stock ownership policy in 2010.

Transactions between the Company and our Directors

For information regarding our related party transaction policy and details regarding certain related party transactions, please see “Related Party Transaction Policy and Certain Transactions” below.

PROPOSAL 2:    RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITORS

The Audit Committee has appointed Deloitte & Touche LLP to serve as our independent auditors for the fiscal year ending December 31, 2011. We are asking you to ratify this appointment, although your ratification is not required. A representative of Deloitte & Touche LLP will be present at the meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS.

Set forth below are the fees paid or accrued for the services of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their respective affiliates in 2010 and 2009.

 

         2010              2009      
     (in millions)  

Audit fees

   $ 5.2       $ 4.9   

Audit-related fees

   $ 3.0       $ 0.7   

Tax fees

   $ 0.9       $ 0.3   

All other fees

   $ 0.3       $ 0.9   
                 
   $ 9.4       $ 6.8   
                 

Audit fees consisted of fees paid or accrued for services rendered to us and our subsidiaries for the audits of our annual financial statements, audits of our internal control over financial reporting (as required by Section 404 of the Sarbanes-Oxley Act of 2002), reviews of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.

The increase in audit-related fees in 2010 consisted primarily of fees paid or accrued for audits associated with our programming and other businesses that were contributed to NBCUniversal in connection with the NBCUniversal Transaction. Audit-related fees in 2010 and 2009 also included fees paid or accrued for attestation services related to contractual and regulatory compliance and accounting consultation related to the NBCUniversal Transaction.

 

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Tax fees consisted of fees paid or accrued for domestic and foreign tax compliance services, including tax examination assistance. In 2010, tax compliance services included an analysis of (i) our capitalization methods and (ii) transfer pricing between certain of our operating subsidiaries. There were no fees paid or accrued in 2010 and 2009 for tax planning.

2010 and 2009 other fees consisted of fees paid or accrued for consulting services regarding the hierarchy of jobs and job titles in our human resources database. 2009 other fees also included enterprise risk management consulting services.

Preapproval Policy of Audit Committee of Services Performed by Independent Auditors

The Audit Committee’s policy requires that the committee preapprove audit and non-audit services performed by the independent auditors to assure that the services do not impair the auditors’ independence. Unless a type of service has received general preapproval, it requires separate preapproval by the Audit Committee. Even if a service has received general preapproval, if the fee associated with the service exceeds $250,000 in a single engagement or series of related engagements or relates to tax planning, it requires separate preapproval. The Audit Committee has delegated its preapproval authority to its Chair.

Report of the Audit Committee

The Audit Committee is comprised solely of independent directors meeting the requirements of applicable SEC and NASDAQ Global Select Market rules. The key responsibilities of our committee are set forth in our charter, which was adopted by us and approved by the Board and is posted under the “Governance” section of Comcast’s website at www.cmcsa.com or www.cmcsk.com.

We serve in an oversight capacity and are not intended to be part of Comcast’s operational or managerial decision-making process. Comcast’s management is responsible for the preparation, integrity and fair presentation of information in the consolidated financial statements, the financial reporting process and internal control over financial reporting. The independent auditors are responsible for auditing the consolidated financial statements and internal control over financial reporting. Our principal purpose is to monitor these processes.

In this context, at each regularly scheduled meeting, we met and held discussions with management and the independent auditors. Management represented to us that Comcast’s consolidated financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis. Prior to their issuance, we reviewed and discussed the quarterly and annual earnings press releases and consolidated financial statements (including the presentation of non-GAAP financial information) with management and the independent auditors. We also discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended, and Rule 2-07 (Communication with Audit Committees) of Regulation S-X.

We discussed with the independent auditors the auditors’ independence from Comcast and its management, including the matters, if any, in the written disclosures delivered pursuant to the applicable requirements of the Public Company Accounting Oversight Board. We pre-approved all services provided by the independent auditors and considered whether their provision of such services to Comcast is compatible with maintaining the auditors’ independence.

We discussed with Comcast’s internal and independent auditors the overall scope and plans for their respective audits. We met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of Comcast’s internal controls and the overall quality and integrity of Comcast’s financial reporting.

 

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Based on the reviews and discussions referred to above, we recommended to the Board, and the Board approved, that the audited financial statements be included in Comcast’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC.

We have appointed Deloitte & Touche LLP as Comcast’s independent auditors for 2011.

Members of the Audit Committee

J. Michael Cook (Chair)

Joseph J. Collins

Jeffrey A. Honickman

Dr. Judith Rodin

PROPOSAL 3:    APPROVAL OF THE COMCAST-NBCUNIVERSAL

2011 EMPLOYEE STOCK PURCHASE PLAN

On February 23, 2011, the Board adopted the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, which was amended and restated in accordance with its terms on March 18, 2011. The plan was adopted for the benefit of eligible employees of NBCUniversal, LLC (“NBCUniversal”) and certain of its subsidiaries and is similar to the Comcast Corporation 2002 Employee Stock Purchase Plan in nearly all respects. The plan provides for broad-based eligibility; however, because it excludes participation by certain workers covered by collective bargaining agreements, certain workers classified as “temporary” or intermittent employees and workers based outside of the United States, the plan cannot satisfy the employee eligibility requirements of Section 423 of the Code. If our shareholders approve the plan, the first offering period in which eligible employees may participate will begin on July 1, 2011, as more fully described below.

Description of the Stock Purchase Plan

The following is a summary of the material features of the plan. The following summary does not purport to be complete and is qualified in its entirety by reference to the terms of the plan, which is attached to this proxy statement as Appendix A.

Eligibility.    In general, a full-time employee of NBCUniversal or a participating subsidiary is eligible to participate in the plan if he or she has been continuously employed for at least 90 days as of the first day of an offering period. A part-time employee of NBCUniversal or a participating subsidiary is generally eligible to participate in the plan if he or she has been continuously employed by NBCUniversal or its predecessors for at least one year as of the first day of an offering period. However, the following individuals are not eligible to participate in the plan:

 

   

an individual covered by a collective bargaining agreement, unless the collective bargaining agreement specifically provides for participation in the plan;

 

   

unless otherwise provided by the terms of the plan, an individual who is not on a United States employee payroll of a participating company or an individual with respect to whom the participating company does not report such individual’s compensation as wages on Form W-2;

 

   

an individual who has entered into an agreement with a participating company which excludes such individual from participation in employee benefit plans of a participating company;

 

   

an individual who is not classified by a participating company as an employee of the participating company, even if such individual is retroactively re-characterized as an employee by a third party or a participating company;

 

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except as otherwise provided by the Compensation Committee, an individual whose principal work location is outside of the United States; and

 

   

an individual whose employment is classified by the participating company with which such individual is employed as an internship, or as “temporary” or “intermittent,” all in accordance with uniformly applied personnel policies.

The following subsidiaries of NBCUniversal are excluded from participating in the plan:

 

   

those subsidiaries of NBCUniversal that are specifically excluded as participating companies by the Board, the Compensation Committee or their delegate;

 

   

those subsidiaries that are organized under the laws of a jurisdiction outside of the United States, except for those subsidiaries designated in the plan; and

 

   

those subsidiaries that are a “Participating Company” under the Comcast Corporation 2002 Employee Stock Purchase Plan, unless otherwise provided by the Compensation Committee.

As of December 31, 2010, approximately 11,000 employees would have been eligible to participate in the plan if the plan had then been in effect. None of our executive officers are eligible to participate in the plan.

Shares Subject to the Plan.    In the aggregate, 2,600,000 shares of Class A common stock are available for purchase under the plan, subject to adjustment in the event of certain corporate events. Shares deliverable under the plan may consist of either treasury shares or shares of Class A common stock originally issued for such purpose. As of March 8, 2011, the fair market value of a share of Class A common stock was $25.56.

Administration.    The plan is administered by the Board or the Compensation Committee. The Board and the Compensation Committee have authority to interpret the plan, prescribe, amend and rescind rules and regulations relating to it and make all other determinations deemed necessary or advisable in administering the plan. Pursuant to its delegation authority under the plan, the committee has delegated certain of its administrative duties, subject to its review and supervision, to David L. Cohen, our Executive Vice President.

Adjustments.    If shares of Class A common stock are exchanged for a different number or kind of shares of our company through merger, recapitalization, stock dividend, stock split or other similar capital adjustments, the Board or the Compensation Committee will make such adjustments as it deems appropriate. The Board or the Compensation Committee’s determination will be binding for all purposes of the plan.

Participation in the Plan.    The plan enables participants to purchase shares of Class A common stock during certain offering periods, which generally encompass a calendar quarter beginning on each January 1, April 1, July 1 and October 1. If our shareholders approve the plan, the first offering period will begin on July 1, 2011.

To become a participant in the plan, an eligible employee must file an election form with the Compensation Committee (in accordance with procedures established by the Compensation Committee) in accordance with the terms and conditions set forth in the plan. On his or her election form, the participant will designate the percentage of eligible compensation (which can be no more than 15% with respect to each payroll period during the offering period) he or she would like to have credited to his or her account under the plan. No participant can have more than $12,500 in each calendar year deducted from his or her compensation (including any payroll deductions for such calendar year, if any, pursuant to the Comcast Corporation 2002 Employee Stock Purchase Plan). At the end of each offering period, amounts credited to this account will be used to purchase whole shares of Class A common stock. Shares so purchased will be credited to a brokerage account established by us. The purchase price per share of Class A common stock will be 85% of the lesser of the fair market value per share on the first day of the offering period or the fair market value per share on the last day of the offering period.

 

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If the total number of shares of Class A common stock for which participants have elected to purchase on the last day of the offering period exceeds the maximum number of shares of Class A common stock available under the plan, the Board or the Compensation Committee will make a pro rata allocation of shares available for delivery and distribution in as nearly as uniform a manner as practicable, and the unapplied account balances will be returned to participants as soon as practicable following the last day of the offering period.

During an offering period, the amount of payroll deductions may not be changed. A participant may change the amount of payroll deductions for subsequent offerings by giving notice of such change to the Compensation Committee (in accordance with procedures established by the Compensation Committee) on or before the 15th day of the month immediately preceding the first day of the offering period for the offering for which such change is effective.

A participant may discontinue his or her participation in the plan by providing notice at any time before the end of an offering period. In addition, a participant’s payroll deductions will be discontinued to the extent required in connection with the participant’s hardship withdrawal under the rules of any plan, program or arrangement pursuant to which discontinuance of contributions to the plan may be required in connection with a participant’s hardship withdrawal. All amounts credited to the account of a participant who discontinues payroll deductions will be applied to the purchase of shares of Class A common stock in accordance with the regular terms of the plan, and no further payroll deductions will be made with respect to the participant. A participant who elects to discontinue payroll deductions during an offering period, including a discontinuation of payroll deductions resulting from a hardship withdrawal, will not be eligible to participate in the offering period next following the date on which the participant delivered a termination form to the Compensation Committee (in accordance with procedures established by the Compensation Committee).

Upon termination of employment, all amounts credited to a participant’s account will be delivered to the participant or his or her successor in interest (in the case of death).

No interest will be paid with respect to payroll deductions made or amounts credited to any account under the plan.

Transferability.    A participant’s rights under the plan may not be transferred or assigned to any other person during the participant’s lifetime. After shares have been issued under the plan and credited to a participant’s brokerage account under the plan, such shares may be assigned or transferred in the same manner as any other shares. However, the Board or the Compensation Committee may, in its discretion, require that participants satisfy a minimum holding period following the purchase of shares pursuant to the plan before those shares may be sold or transferred, and the Compensation Committee has established a mandatory one-year holding period with respect to shares purchased pursuant to the plan. The holding period will not apply to shares used to pay withholding taxes pursuant to the plan or to shares credited to the account of a participant who has terminated employment due to death or disability.

Amendment or Termination.    The plan does not automatically terminate on any particular date. However, the Board or the Compensation Committee has the right to amend, modify or terminate the plan at any time without notice. Upon any termination, all unapplied payroll deductions will be distributed to participants, and no amendment will affect the right of a participant to receive his or her proportionate interest in the shares of Class A common stock or unapplied payroll deductions. Shareholder approval will be obtained for a plan amendment if required by applicable law.

New Plan Benefits.    Because benefits under the plan depend on participants’ elections to participate in the plan and the fair market value of shares of Class A common stock at various future dates, it is not possible to determine future benefits that will be received by employees under the plan, and none of our executive officers or nonemployee directors are eligible to participate in the plan.

 

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Federal Income Taxation

The following discussion is a summary of the material U.S. federal income tax consequences of participation in the plan.

Under the Code, a participant will not have taxable income upon the grant of a right to purchase shares under the plan. Upon purchase of shares under the plan, the participant will be required to include in income an amount equal to the excess of the fair market value of such shares on the date of purchase over the purchase price, and NBCUniversal or the participant’s participating employer will be entitled to a corresponding tax deduction. If the shares are sold or exchanged, the participant’s basis in such shares will be increased by an amount equal to the amount includable in his or her income as compensation, and any gain or loss computed with reference to such adjusted basis which is recognized at the time of disposition will be a capital gain or loss, either short-term or long-term, depending on the holding period for such shares.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE COMCAST-NBCUNIVERSAL 2011 EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL 4:    APPROVAL OF OUR 2002 RESTRICTED STOCK PLAN,

AS AMENDED AND RESTATED

Our 2002 Restricted Stock Plan was ratified by our Board on November 20, 2002 and approved by our shareholders on May 7, 2003, and it was most recently approved by our shareholders on May 13, 2009. We have used a substantial portion of the current authorized share pool under the plan for existing awards. In addition, as the result of substantial growth in the size and scope of our business and increases in the number of eligible employees due most recently to the closing of the NBCUniversal Transaction, we anticipate that we will have significant additional needs for shares to make long-term incentive grants over the next several years. As a result, on February 22, 2011, the Compensation Committee approved an amendment to our 2002 Restricted Stock Plan to increase the number of shares available for issuance under the plan from 74,000,000 to 96,500,000, subject to shareholder approval. In addition, on February 22, 2011, our Compensation Committee approved an extension of the expiration date of the plan from May 12, 2019 to May 11, 2021, subject to shareholder approval.

Our Board believes that the increased number of shares available for issuance under the plan represents a reasonable amount of potential additional equity dilution and allows us to continue awarding equity incentives, which are an important component of our compensation program as discussed below in “Executive Compensation — Compensation Discussion and Analysis — Elements and Mix of Our Compensation Program — Equity Based Incentive Compensation.” We expect to seek shareholder approval in the future for additional shares to continue the program.

Key Aspects of our 2002 Restricted Stock Plan

The following sets forth key aspects of the plan. A summary of the material features of the plan is provided in “Description of our 2002 Restricted Stock Plan” below.

 

   

The plan is administered by our Compensation Committee, which is composed entirely of independent directors.

 

   

Taken together, the proposed increases to the number of shares available for issuance under the plan and our 2003 Stock Option Plan, both of which have been approved by our Compensation Committee, subject to shareholder approval, represent approximately 2.8% of our Class A common shares, Class A Special common shares and Class B common shares outstanding (“CSO”) as of the close of business on December 31, 2010.

 

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Taken together, the plan and our 2003 Stock Option Plan, as well as our 2002 Stock Option Plan and Broadband Adjustment Plan (under each of which shares remain outstanding but no additional shares may be granted), give rise to dilution of 9.1% of CSO as of December 31, 2010. Taken together, our run rate for 2010 (the percentage of CSO that were granted in 2010) was 1.5% of CSO as of December 31, 2010.

 

   

Approximately 11,600 employees received awards under the plan in 2010, including almost all exempt employees with an annual base salary of at least $74,400.

 

   

Annual awards granted under the plan in 2010 to our named executive officers generally were subject to a performance-based vesting metric as discussed in more detail below in “Executive Compensation — Compensation Discussion and Analysis — Elements and Mix of Our Compensation Program — Equity Based Incentive Compensation.”

 

   

For awards granted under the plan, dividends are not paid on the awards until the awards vest.

 

   

We have a stock ownership policy for our executive officers and non-executive employee directors. This policy is designed to increase the executives’ ownership stakes in our company and align their interests with the interests of our shareholders. Information on our stock ownership policy can be found below in “Executive Compensation — Compensation Discussion and Analysis — Emphasis on Long-Term Stock Ownership — Stock Ownership Guidelines.”

 

   

We have an incentive compensation recoupment policy that may require reimbursement by an executive officer or former executive officer of vested and unvested awards granted under the plan on or after March 1, 2007 if it is determined by our Board that gross negligence, intentional misconduct or fraud by such executive officer or former executive officer caused or partially caused the restatement of all or a portion of our financial statements. Information on our incentive compensation recoupment policy can be found below in “Executive Compensation — Compensation Discussion and Analysis — Other Considerations — Recoupment Policy.”

In accordance with applicable NASDAQ Global Select Market rules and to satisfy requirements under Section 162(m) of the Code, our Board is asking shareholders to approve the plan as so amended and restated. If the plan, as amended and restated, is not approved, we will not be able to make the proposed additional 22,500,000 shares available for issuance under the plan and the plan will expire on May 12, 2019; the plan will otherwise remain in effect.

In addition, in accordance with Section 162(m) of the Code, our Board is asking shareholders to reapprove the range of performance targets that our Compensation Committee may use in connection with the grant of awards under this plan. By obtaining this approval, any shares delivered pursuant to awards tied to objective, quantitative targets will be eligible to be treated as qualified performance-based compensation and will be deductible by us for federal income tax purposes until May 2016. If the plan is not approved, the plan will otherwise remain in effect but, beginning in 2013, we may not be able to treat as a deductible expense for federal income tax purposes grants of awards under the plan to certain of our executive officers, notwithstanding that they may be subject to the satisfaction of quantitative performance standards or to the individual award limit described below.

Description of our 2002 Restricted Stock Plan

The following is a summary of the material features of the plan, as amended and restated. The following summary does not purport to be complete and is qualified in its entirety by reference to the terms of our 2002 Restricted Stock Plan, which is attached to this proxy statement as Appendix B.

Types of Awards.    Awards of RSUs and restricted stock may be granted under the plan. However we have not granted, nor do we currently intend to grant, any restricted stock awards under the plan. Awards of RSUs are units valued by reference to shares of common stock that entitle a participant to receive, upon the settlement of the unit, one share for each unit. Awards of restricted stock are shares of common stock that are awarded subject to such restrictions on transfer as the Compensation Committee or Board may establish.

 

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Eligibility.    Our employees and employees of our participating subsidiaries, as well as our nonemployee directors, are eligible to receive awards under the plan. Based on the Compensation Committee’s current grant guidelines, the number of employees, including our named executive officers, currently eligible to participate in the plan is approximately 10,700 and there are currently ten nonemployee directors. Currently, no individual may be awarded more than 2,000,000 RSUs or restricted shares in any calendar year.

Shares Subject to the Plan.    The aggregate maximum number of shares that may be issued pursuant to awards under the plan is currently 74,000,000 shares (which shares may be either shares of Class A common stock or shares of Class A Special common stock), subject to adjustment in the event of certain corporate events. Under the amended plan, the number of shares is 96,500,000. As of the close of business on December 31, 2010, of the current aggregate amount, approximately 43,495,000 shares of Class A common stock and 10,059,000 shares of Class A Special common stock had been issued or reserved for issuance under the plan. As of the close of business on December 31, 2010, approximately 30,768,000 RSUs were outstanding under the plan and 20,446,000 RSUs remained available for grant under the plan. Under the amended plan, the number of available RSUs would be approximately 42,946,000. Shares issued under the plan may be either treasury shares or originally issued shares. Rights to receive shares forfeited pursuant to the terms of an award will be available again for grant under the plan. As of March 8, 2011, the fair market value of a share of Class A common stock and Class A Special common stock was $25.56 and $24.10, respectively.

Term of the Plan.    Currently, no awards may be granted under the plan after May 12, 2019. Under the amended plan, no awards may be granted under the plan after May 11, 2021.

Administration.    The plan is administered by the Compensation Committee. The committee has the authority to determine who is eligible to participate in the plan, select individuals to whom awards will be granted, interpret the plan and prescribe and amend rules and regulations relating to the plan. Under the plan, the Compensation Committee may delegate its authority to any person, persons or committee. The Compensation Committee has retained the authority to grant, amend, interpret and administer awards to our executive officers, but it has delegated to a committee consisting of the Chair of the Compensation Committee and David L. Cohen, our Executive Vice President, the authority to grant, amend, interpret and administer awards to (i) any other employee of Comcast or our subsidiaries (not including NBCUniversal and its subsidiaries) who holds a position of “President” (or higher rank) of a division, subsidiary or affiliate or who holds a position of “Executive Vice President” (or higher rank) and whose principal business location is at one of our division headquarters; and (ii) any other employee of NBCUniversal and its subsidiaries who is classified by NBCUniversal as a high-level executive and has “total target annual compensation” of $2 million or more. For this purpose, “total target annual compensation” includes an employee’s (x) annualized base salary, (y) target short-term incentive bonus and (z) the target grant value of cash and equity grants under a long-term incentive plan for the year in which the grant is made. In addition, the Compensation Committee has delegated to Mr. Cohen the authority to grant, amend, interpret and administer awards to all remaining eligible employees.

Our Board is responsible for granting awards to nonemployee directors.

Terms of Awards.    The Compensation Committee determines the terms and conditions of each award granted to participants, including the vesting terms applicable to RSUs, as well as the restrictions applicable to shares underlying awards of restricted stock and the dates these restrictions lapse and the award vests. When an award vests, we may deliver to the participant a certificate for the number of shares or arrange for the recording of the participant’s ownership of the shares on a book entry recordkeeping system maintained on our behalf.

The Compensation Committee may condition the vesting of any award of RSUs or restricted shares upon the satisfaction of performance targets or goals as described below. The Compensation Committee is authorized to establish Company-wide, division-wide or individual goals, which may be quantitative performance standards or qualitative performance standards. The quantitative performance standards may include financial measurements, such as revenue, income, expense, operating cash flow, free cash flow, numbers of customers of or subscribers for various services and products offered by us or one of our divisions, customer service

 

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measurements and other objective financial or service-based standards relevant to our business as may be established by the Compensation Committee. The qualitative performance standards may include, but are not limited to, customer satisfaction, management effectiveness, workforce diversity and other qualitative performance standards relevant to our business. For each calendar year, any annual performance goal or goals will be established by the Compensation Committee by no later than the 90th day of the year. Any performance goals that are not annual will be established within the first quarter of the start of the applicable performance period. After the close of the calendar year, the Compensation Committee will determine whether the performance goal or goals have been satisfied. For a further discussion of our performance goals, see “Executive Compensation — Compensation Discussion and Analysis” below.

Our 2002 Non-Employee Director Compensation Plan provides that on each November 20, our Board will grant an award of RSUs to each nonemployee director having a fair market value of $125,000 on the date of grant. Nonemployee directors are also eligible to receive awards of RSUs upon commencement of service with us. These awards will have a fair market value ranging from $31,250 to $125,000 on the date of grant, depending on the date the nonemployee director commences service with us. Each award of RSUs is fully vested on the grant date.

Termination of Employment.    Except as otherwise provided by a retirement policy or in an applicable award or employment or other agreement, upon termination of employment, all awards that are then still subject to restrictions or that have not vested will be forfeited. Please see “Executive Compensation — Potential Payments upon Termination or Change in Control” for information on our retirement policy applicable to our named executive officers as it relates to the continued vesting of awards following retirement.

Deferral.    Each recipient of an award who qualifies under the terms of the plan has the right to defer and re-defer to a specified date the receipt of shares that may, subject to an award, vest in the future. Upon vesting, deferred shares are credited to a bookkeeping account. An award recipient who has elected to defer the receipt of shares may also make a “diversification election” of up to 40% of such shares, or such greater percentage if authorized by the Compensation Committee or any officer or committee of two or more officers to whom the committee has delegated such authority. The effect of making a diversification election is to cause a designated portion of the bookkeeping account to be treated as if it were invested in an interest-bearing account. For diversification elections made after December 31, 2009, the annual interest rate on amounts diversified is equal to that in our 2005 deferred compensation plan, which is currently 12%.

Withholding.    Unless otherwise determined by the Compensation Committee, tax liabilities incurred by employees in connection with the grant of an award or upon its vesting or settlement will be satisfied by our withholding a portion of the shares subject to the award that have a fair market value approximately equal to the minimum amount of taxes required to be withheld by us under applicable law. Subject to certain conditions specified in the plan, a recipient of an award may elect to have taxes withheld in excess of the minimum amount required to be withheld or may satisfy his or her tax withholding in cash.

Adjustments.    The aggregate number of shares under the plan, the class of shares as to which awards may be granted and the number of shares covered by each outstanding award are subject to adjustment in the event of a stock dividend, recapitalization or certain other corporate transactions.

Terminating Events.    In the event of our liquidation or a change in control of our company effected through a transaction or series of transactions in which an unaffiliated third party acquires share ownership such that the party has the ability to direct the management of our company, as determined by our Board in its sole discretion, the Compensation Committee may provide that upon consummation of such an event, any outstanding awards will vest in full or in part or that all RSUs or restricted stock that have been previously deferred will be transferred to the recipient.

 

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Amendment or Termination.    The plan may be amended by our Board or the Compensation Committee and may be terminated by our Board at any time, provided that no award will be affected by any amendment or termination without the written consent of its recipient. Shareholder approval will be obtained for a plan amendment if it is determined to be required by or advisable under applicable law, regulation or NASDAQ Global Select Market rules.

New Plan Benefits.    Future grants of awards of RSUs or restricted stock, if any, that will be made to eligible employees are subject to the discretion of the Compensation Committee and, therefore, are not determinable at this time. The following table reflects awards of RSUs granted in 2010.

2010 Restricted Stock Unit Grants under our 2002 Restricted Stock Plan

 

Name and Position

   Number of Shares
Underlying Units
 

Brian L. Roberts
Chairman of the Board, President and Chief Executive Officer

     314,700   

Michael J. Angelakis
Executive Vice President and Chief Financial Officer

     360,335   

Stephen B. Burke
Executive Vice President, Comcast and

    President and Chief Executive Officer, NBCUniversal

     590,770   

David L. Cohen
Executive Vice President

     195,175   

Arthur R. Block
Senior Vice President, General Counsel and Secretary

     38,500   

All executive officers as a group

     1,876,880   

All nonemployee directors as a group

     61,270   

Company employees other than executive officers, as a group

     8,865,125   

Federal Income Taxation

The following discussion is a summary of the material U.S. federal income tax consequences of RSUs granted under the plan.

The grant of an award of RSUs will not be a taxable event. The recipient of the award generally will recognize ordinary compensation income in each year in which the units vest in an amount equal to the fair market value of the shares of common stock received. A recipient’s basis for determining gain or loss on a subsequent disposition of these shares of common stock will be the amount the recipient must include in income when the units vest. Any gain or loss recognized on a disposition of the shares of common stock generally will be short-term or long-term capital gain or loss, depending on the length of time the recipient holds the shares.

A recipient who makes a proper election to defer the settlement of RSUs will not recognize income with respect to the units until the end of the deferral period. At the end of the deferral period, the recipient will recognize ordinary compensation income equal to the fair market value of the shares of common stock issued at that time.

Subject to Section 162(m) of the Code and our satisfaction of applicable reporting requirements, at the time income is recognized by a named executive officer who is a recipient of an RSU award, we will be entitled to a corresponding deduction. Under Section 162(m) of the Code, the deduction is available if, among other reasons, the compensation constitutes qualified performance-based compensation. One requirement to be qualified performance-based compensation is that the material terms of the performance goal or goals under which the compensation will be paid must be disclosed to and approved by our shareholders before the compensation is paid. In addition, if the Compensation Committee has authority to change the targets under a performance goal or

 

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goals after shareholder approval, the material terms of the performance goal or goals must be disclosed to and reapproved by shareholders no later than the first shareholder meeting that occurs in the fifth year following the year in which shareholder approval was previously received. We received such re-approval on May 14, 2008, and are seeking such reapproval in this proxy statement. We expect to do so again periodically in the future.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF OUR 2002 RESTRICTED STOCK PLAN, AS AMENDED AND RESTATED.

PROPOSAL 5:    APPROVAL OF OUR 2003 STOCK OPTION PLAN,

AS AMENDED AND RESTATED

Our 2003 Stock Option Plan was adopted by our Board on February 26, 2003 and approved by our shareholders on May 7, 2003, and it was most recently approved by our shareholders on May 13, 2009. We have used a substantial portion of the current authorized share pool under the plan for existing awards. In addition, as the result of substantial growth in the size and scope of our business and increases in the number of eligible employees due most recently to the closing of the NBCUniversal Transaction, we anticipate that we will have significant additional needs for shares to make long-term incentive grants over the next several years. As a result, on February 22, 2011, the Compensation Committee approved an amendment to the plan to increase the number of shares available for issuance under the plan from 189,000,000 to 245,000,000, subject to shareholder approval. In addition, on February 22, 2011, the Compensation Committee approved an extension of the expiration date of the plan from May 12, 2019 to May 11, 2021, subject to shareholder approval.

Our Board believes that the increased number of shares available for issuance under the plan represents a reasonable amount of potential additional equity dilution and allows us to continue awarding equity incentives, which are an important component of our compensation program as discussed below in “Executive Compensation — Compensation Discussion and Analysis — Elements and Mix of Our Compensation Program — Equity Based Incentive Compensation.” We expect to seek shareholder approval in the future for additional shares to continue the program.

Key Aspects of our 2003 Stock Option Plan

The following sets forth key aspects of the plan. A summary of the material features of the plan is provided in “Description of our 2003 Stock Option Plan” below.

 

   

The plan is administered by our Compensation Committee, which is composed entirely of independent directors.

 

   

Taken together, the proposed increases to the number of shares available for issuance under the plan and our 2002 Restricted Stock Plan, both of which have been approved by our Compensation Committee, subject to shareholder approval, represent approximately 2.8% of CSO as of the close of business on December 31, 2010.

 

   

Taken together, the plan and our 2002 Restricted Stock Plan, as well as our 2002 Stock Option Plan and Broadband Adjustment Plan (under each of which shares remain outstanding but no additional shares may be granted), give rise to dilution of 9.1% of CSO as of December 31, 2010. Taken together, our run rate for 2010 (the percentage of CSO that were granted in 2010) was 1.5% of CSO as of December 31, 2010. As of the close of business on December 31, 2010, an aggregate of approximately 172,915,000 incentive and nonqualified stock options were outstanding under the plan, the 2002 Stock Option Plan and the Broadband Adjustment Plan, with a weighted average exercise price of $19.22 and a weighted average term of 5.5 years.

 

   

Approximately 10,200 employees received grants under the plan in 2010, including almost all exempt employees with an annual base salary of at least $74,400.

 

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For grants in excess of 75,000 options, the award vests in installments over 9.5 years, generally vesting as follows: 30% on the second anniversary of the date of grant, 15% on each of the third through fifth anniversaries of the date of grant; 5% on each of the sixth through ninth anniversaries of the date of grant and 5% on the nine and one-half year anniversary of the date of grant. For grants of 75,000 or fewer options, the award vests in installments over five years, generally vesting as follows: 40% on the second anniversary of the date of grant and 20% on each of the third through fifth anniversaries of the date of grant.

 

   

No repricing of options is permitted without shareholder approval.

 

   

No discounted options may be granted under the plan.

 

   

The following shares may not again be made available for issuance under the plan: (i) shares not issued or delivered as a result of the net settlement of an outstanding option, (ii) shares used to pay the exercise price or withholding taxes related to an outstanding option, or (iii) shares repurchased on the open market with the proceeds of the option exercise price.

 

   

The per share cash payment amount for tandem cash rights provided under the plan is limited to not more than the fair market value of a share at the time of exercise over the fair market value of a share on the date of grant.

 

   

We have a stock ownership policy for our executive officers and non-executive employee directors. This policy is designed to increase the executives’ ownership stakes in our company and align their interests with the interests of our shareholders. Information on our stock ownership policy can be found below in “Executive Compensation — Compensation Discussion and Analysis — Emphasis on Long-Term Stock Ownership — Stock Ownership Guidelines.”

 

   

We have an incentive compensation recoupment policy that may require reimbursement by an executive officer or former executive officer of options granted under the plan on or after March 1, 2007 if it is determined by our Board that gross negligence, intentional misconduct or fraud by such executive officer or former executive officer caused or partially caused the restatement of all or a portion of our financial statements. Information on our incentive compensation recoupment policy can be found below in “Executive Compensation — Compensation Discussion and Analysis — Other Considerations — Recoupment Policy.”

In accordance with applicable NASDAQ Global Select Market rules, our Board is asking shareholders to approve the plan as so amended and restated. If the plan, as amended and restated, is not approved, we will not be able to make the proposed additional 56,000,000 shares available for issuance under the plan and the plan will expire on May 12, 2019, but the plan will otherwise remain in effect.

Description of our 2003 Stock Option Plan

The following is a summary of the material features of the plan, as amended and restated. The following summary does not purport to be complete and is qualified in its entirety by reference to the terms of our 2003 Stock Option Plan, which is attached to this proxy statement as Appendix C.

Types of Awards.    The plan provides for the grant of options to purchase shares. Options granted may be incentive stock options as defined under Section 422(b) of the Code (“ISOs”), although we have not issued any ISOs since 2003 and have no intention to do so. Options which do not qualify as ISOs and are referred to as nonqualified stock options (together with ISOs, “Options”) may also be granted under the plan. The plan also provides for the grant of tandem cash rights, which are rights to receive a cash payment of an amount per share determined by the Compensation Committee and specified in the Option document, in lieu of exercising a nonqualified stock option. The tandem cash right cash payment amount per share is limited to not more than the fair market value of a share at the time of exercise over the fair market value of a share on the date of grant. Although provided for under the plan, we have not granted, nor do we currently intend to grant, any such tandem cash rights under the plan. Individuals who receive Options are referred to as “Optionees.”

 

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Eligibility.    Our employees and employees of our participating subsidiaries, as well as our nonemployee directors, are eligible to receive Options under the plan. Employees other than officers are eligible to receive tandem cash rights under the plan. ISOs may only be granted to employees of our company and our subsidiaries. Based on the Compensation Committee’s current grant guidelines, the number of employees, including our named executive officers, currently eligible to participate in the plan is approximately 10,700 and there are currently ten nonemployee directors. The maximum number of shares for which Options may be granted to any single individual in any calendar year is 15,000,000 shares, subject to adjustment in the event of certain corporate events.

Shares Subject to the Plan.    The aggregate number of shares that may be issued under the plan is currently 189,000,000 shares of Class A common stock, subject to adjustment in the event of certain corporate events. Under the amended plan, such number of shares is 245,000,000. As of the close of business on December 31, 2010, of this aggregate amount, approximately 138,640,000 shares had been issued or reserved for issuance under the plan. As of the close of business on December 31, 2010, approximately 50,360,000 Options remained available for grant under the plan. Under the amended plan, such number of available Options would be approximately 106,360,000. Shares deliverable under the plan may consist of either treasury shares or originally issued shares. If an Option granted under the plan expires or terminates without having been exercised in full, the shares subject to such Option will be available again for grant under the plan. Beginning on January 1, 2009, the following shares may not again be made available for issuance under the plan: (i) shares not issued or delivered as a result of the net settlement of an outstanding option, (ii) shares used to pay the exercise price or withholding taxes related to an outstanding option, or (iii) shares repurchased on the open market with the proceeds of the option exercise price. As of March 8, 2011, the fair market value of a share of Class A common stock was $25.56.

Term of the Plan.    Currently, the plan will terminate no later than May 12, 2019. Under the amended plan, the plan will terminate no later than May 11, 2021.

Administration.    The plan is administered by the Compensation Committee or any other committee or subcommittee designated by the Board, provided such committee or subcommittee is composed of two or more nonemployee members of the Board, each of whom is an “outside director” within the meaning of the Code. Currently, the Compensation Committee administers the plan. Under the plan, the Compensation Committee may delegate its authority to any person, persons or committee. The Compensation Committee has retained the authority to grant, amend, interpret and administer awards to our executive officers, but it has delegated to a committee consisting of the Chair of the Compensation Committee and David L. Cohen, our Executive Vice President, the authority to grant, amend, interpret and administer awards to (i) any other employee of Comcast or our subsidiaries (not including NBCUniversal and its subsidiaries) who holds a position of “President” (or higher rank) of a division, subsidiary or affiliate or who holds a position of “Executive Vice President” (or higher rank) and whose principal business location is at one of our division headquarters; and (ii) any other employee of NBCUniversal and its subsidiaries who is classified by NBCUniversal as a high-level executive and has “total target annual compensation” of $2 million or more. For this purpose, “total target annual compensation” includes an employee’s (x) annualized base salary, (y) target short-term incentive bonus and (z) the target grant value of cash and equity grants under a long-term incentive plan for the year in which the grant is made. In addition, the Compensation Committee has delegated to Mr. Cohen the authority to grant, amend, interpret and administer awards to all remaining eligible employees.

Our Board is responsible for granting awards to nonemployee directors.

The Compensation Committee has the authority to interpret the terms of the plan and make and amend rules relating to the plan. It also has the authority to select individuals to whom awards will be granted, to determine the terms and conditions of awards (other than the terms and conditions of Options granted to nonemployee directors, which terms will be determined by the Board) and to determine the number of shares issuable upon exercise of each Option. Under certain circumstances, the Compensation Committee may have the power to accelerate the exercise date of outstanding Options.

 

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Exercise Price.    The exercise price for each Option will be determined by the Compensation Committee, but will not be less than 100% of the fair market value of a share on the date of grant for any Option. If an ISO is granted to a holder of more than 10% of the combined voting power of our company, the exercise price will be at least 110% of the fair market value of a share on the date of grant.

Method of Exercise.    Options will be exercisable in such manner as determined by the Compensation Committee. Payment of the exercise price for an Option may be made in cash; by certified check; by delivering or attesting to shares which meet the conditions specified in the plan; or, with respect to Options granted on or after February 28, 2007 and certain Options granted prior to February 28, 2007, by cashless exercise.

Limits on Exercisability.    No Option will be exercisable after the expiration of ten years from the date an Option is granted (five years with respect to an ISO held by an Optionee who is a 10% shareholder). Options will be exercisable at such times as determined by the Compensation Committee, but generally an Option will expire on the first to occur of: (i) 90 days after the date of a termination of employment for any reason other than disability, death or “Cause” (as defined in the plan); provided that the Compensation Committee may specify in the document governing the Option that an Option may be exercisable during a longer period after the Optionee ceases to be an employee, but in no event later than the expiration of the Option term specified in such document; (ii) one year after the date of termination of employment due to death or disability; or (iii) termination of employment for “Cause.” In the event of a termination for “Cause,” in addition to immediate termination of the Option, the Optionee, upon a determination by the Compensation Committee, will forfeit all shares resulting from the exercise of an Option for which we have not yet delivered stock, upon refund by us of the exercise price of the Option.

Cash Rights.    As described above, the plan provides that the Compensation Committee may, in its sole discretion, give an Optionee the right to receive a cash payment of an amount per share determined by the Compensation Committee and specified in the Option document, in lieu of exercising a nonqualified stock option. Such rights are subject to the same vesting, expiration and transferability terms as the Options to which they are attached. Tandem cash rights may only be granted in connection with Options and may not be exercised separately. Officers are not eligible to receive tandem cash rights under the plan.

Transferability.    In general, Options are not transferable by the Optionee except by will or by the laws of descent and distribution, and, during the lifetime of the Optionee, Options may be exercised only by the Optionee. However, the plan provides that the Compensation Committee may, in its discretion, provide that Options may be transferred to a Family Member (as defined in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933) of the Optionee, provided that such transfer is without consideration.

Termination of Employment.    Except as otherwise provided by a retirement policy or in an applicable award or employment or other agreement, upon termination of employment, all awards that are then still subject to restrictions or that have not vested will be forfeited. Please see “Executive Compensation — Potential Payments upon Termination or Change in Control” for information on our retirement policy applicable to our named executive officers as it relates to the continued vesting and exercisability of awards following retirement.

Withholding.    Unless otherwise determined by the Compensation Committee, generally any tax liabilities incurred by employees in connection with the exercise of a nonqualified stock option will be satisfied by our withholding a portion of the shares underlying the Option that have a fair market value approximately equal to the minimum amount of taxes required to be withheld by us under applicable law. Subject to certain conditions specified in the plan, an Optionee may elect to have taxes withheld in excess of the minimum amount required to be withheld or may satisfy his or her tax withholding in cash. Tax liabilities incurred in connection with the exercise of an ISO will be satisfied by the Optionee’s payment to us of an amount in cash equal to all taxes required to be withheld, unless otherwise determined by the Compensation Committee.

Adjustments.    If shares are exchanged for a different number or kind of shares of our company through merger, recapitalization, stock dividend, stock split or other similar capital adjustments, the Board will make

 

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such adjustments as it deems appropriate. The Board’s determination will be binding for all purposes of the plan. The Board or Compensation Committee may not reduce the exercise price of an outstanding Option without shareholder approval, except as described in this paragraph.

Terminating Events.    In the event of our liquidation or a change in control of our company effected through a transaction or series of transactions in which an unaffiliated third party acquires share ownership such that this party has the ability to direct the management of our company, as determined by the Board in its sole discretion, the Compensation Committee may provide that the Option will become exercisable in full or we may provide that an Optionee must exercise any then-exercisable Options or forfeit such Options.

Amendment or Termination.    The plan may be amended by our Board or the Compensation Committee and may be terminated by our Board at any time, provided that amendments to change the class of individuals eligible to receive ISOs, extend the expiration date of the plan, decrease the minimum exercise price of an ISO or increase the maximum number of shares for which Options may be granted (other than as a result of adjustments due to certain corporate events) are not effective unless shareholder approval is obtained within twelve months before or after such action. Shareholder approval will be obtained for a plan amendment if it is determined to be required by or advisable under applicable law, regulation or NASDAQ Global Select Market rules.

New Plan Benefits.    Future grants of Options, if any, that will be made to eligible employees are subject to the discretion of the Compensation Committee and, therefore, are not determinable at this time. The following table reflects awards of Options granted in 2010.

2010 Option Grants under our 2003 Stock Option Plan

 

Name and Position

   Number of Options  

Brian L. Roberts

     1,158,000   

Chairman of the Board, President and Chief Executive Officer

  

Michael J. Angelakis

     705,400   

Executive Vice President and Chief Financial Officer

  

Stephen B. Burke

     933,000   

Executive Vice President, Comcast and

President and Chief Executive Officer, NBCUniversal

  

David L. Cohen

     547,800   

Executive Vice President

  

Arthur R. Block

     141,800   

Senior Vice President, General Counsel and Secretary

  

All executive officers as a group

     4,079,200  

All nonemployee directors as a group

       

Company employees other than executive officers, as a group

     27,204,520   

Federal Income Taxation

The following discussion is a summary of the material U.S. federal income tax consequences of Options granted under the plan.

Nonqualified Options.    The grant of a nonqualified option will not be a taxable event. The Optionee generally will recognize ordinary income upon exercise of the nonqualified Option, in an amount equal to the excess of the fair market value of the shares received at the time of exercise (including option shares withheld by us to satisfy tax withholding obligations) over the exercise price of the nonqualified Option, and we will be allowed a deduction in this amount.

Upon disposition of the shares received upon exercise, the Optionee will recognize long-term or short-term capital gain or loss, depending upon the length of time he or she held such shares. The amount of long-term or

 

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short-term capital gain or loss recognized by the Optionee upon disposition of the shares will be an amount equal to the difference between the amount realized on the disposition and the Optionee’s basis in the shares (which basis is ordinarily the fair market value of the shares on the date the Option was exercised).

Special tax rules may apply if an Optionee uses previously owned shares to pay the exercise price of an Option.

Incentive Stock Options.    Neither the grant nor the exercise of an ISO will be a taxable event, except that the alternative minimum tax may apply at the time of exercise. The Optionee will recognize long-term capital gain or loss on a disposition of shares acquired upon exercise of an ISO provided the Optionee does not dispose of such shares within two years from the date the ISO was granted and within one year after the shares were transferred to the Optionee. For purposes of determining such gain or loss, the Optionee’s basis in such shares will, in general, be the exercise price of such Option. If the Optionee satisfies both of the holding periods described above, then we will not be allowed a deduction by reason of the exercise of the ISO.

If the Optionee disposes of the shares acquired upon exercise before satisfying the holding period requirements discussed above (a “disqualifying disposition”), his or her gain recognized on the disqualifying disposition will be taxed as ordinary income to the extent of the difference between the fair market value of the shares on the date of exercise and exercise price of such Option, and we will be entitled to a deduction in this amount. The gain (if any) in excess of the amount recognized as ordinary income on a disqualifying disposition will be long-term or short-term capital gain, depending upon the length of time the recipient held the shares.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF OUR 2003 STOCK OPTION PLAN, AS AMENDED AND RESTATED.

PROPOSAL 6:    ADVISORY VOTE ON EXECUTIVE COMPENSATION

The following proposal gives our shareholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as disclosed below under “Executive Compensation.” We are providing this vote as required by Section 14A of the Exchange Act. As more fully described in “Executive Compensation — Compensation Discussion and Analysis,” we seek to offer the types and amounts of compensation that will serve to attract, motivate and retain the most highly qualified executive officers and provide these officers with the opportunity to build a meaningful ownership stake in our company, consistent with our position in the business landscape, the great importance we place on the quality and consistency of our senior management in achieving results that build long-term shareholder value and the significance we attach to using compensation as a tool in talent management. Accordingly, we are asking our shareholders to vote “FOR” the adoption of the following resolution:

RESOLVED, that the compensation paid to Comcast Corporation’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

While we intend to carefully consider the voting results of this proposal, the vote is advisory in nature and therefore not binding on us or our Board. Our Board and Compensation Committee value the opinions of all of our shareholders and will consider the outcome of this vote when making future compensation decisions for our named executive officers.

FOR THESE REASONS, OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

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PROPOSAL 7:    ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION

The following proposal gives our shareholders the opportunity to vote, on an advisory basis, on the frequency with which we include in our proxy statement an advisory vote to approve the compensation of our named executive officers. By voting on this proposal, shareholders may indicate whether they prefer that we seek an advisory vote every one, two or three years. Pursuant to Section 14A of the Exchange Act, we are required at least once every six years to hold an advisory shareholder vote to determine the frequency of the advisory shareholder vote on executive compensation.

After careful consideration of this proposal, our Board has determined that an advisory vote on executive compensation that occurs every three years is the most appropriate alternative for us and therefore recommends a vote “EVERY THREE YEARS.” Our Board believes that a triennial vote more closely mirrors the long-term nature of our compensation program and will discourage short-term thinking and, as a result, a shareholder’s analysis of our performance and compensation practices would be more fully informed when viewed over a three-year period. Robert Greenfield, CEO of the Nasdaq OMX, argues that a vote on executive compensation should occur every three years, noting, “The key is making sure that the vote lines up with the trend towards encouraging paying for long-term performance and discouraging paying for the ‘arrow in flight.’” (‘Say on Pay’? Sure, But How Often?, Opinion Letter to the Wall Street Journal, January 19, 2011.) Moreover, allowing more time in between the advisory votes on executive compensation would provide a greater opportunity for our Board to engage in meaningful analysis of any compensation issues and consideration of any shareholder concerns.

You may cast your vote on your preferred voting frequency by selecting the option of holding an advisory vote on executive compensation “every one year,” “every two years,” or, as recommended by the Board, “every three years,” or you may “abstain.” Your vote is not intended to approve or disapprove the recommendation of the Board. Rather, we will consider the shareholders to have expressed a preference for the option that receives the most votes.

While we intend to carefully consider the voting results of this proposal, the vote is advisory in nature and therefore not binding on us or our Board. Our Board values the opinions of all of our shareholders and will consider the outcome of this vote when making future decisions on the frequency with which we will hold an advisory vote on executive compensation.

FOR THESE REASONS, OUR BOARD UNANIMOUSLY RECOMMENDS THAT THE ADVISORY VOTE ON EXECUTIVE COMPENSATION BE CONDUCTED “EVERY THREE YEARS.”

 

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SHAREHOLDER PROPOSALS

We received the following two shareholder proposals. The proponent of each proposal has represented to us that the proponent has continuously held at least $2,000 in market value of Class A common stock for at least one year and will continue to hold these securities through the date of the annual meeting of shareholders. To be voted upon at our 2011 annual meeting of shareholders, the proponent of a proposal, or a representative of the proponent qualified under Pennsylvania law, must attend the meeting to present the proposal.

For each of the shareholder proposals, other than adding a brief title for the proposal, we have included the proposal and shareholder’s supporting statement exactly as we received it. Following each proposal, we explain why our Board recommends a vote AGAINST the proposal.

PROPOSAL 8:    TO PROVIDE FOR CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS

The following proposal and supporting statement were submitted by Evelyn Y. Davis, 2600 Virginia Ave., N.W. Suite 215, Washington, DC 20037, who has advised us that she holds 500 shares of our Class A common stock.

RESOLVED: “That the stockholders of Comcast, assembled in Annual Meeting in person and by proxy, hereby request the Board of Directors to take the necessary steps to provide for cumulative voting in the election of directors, which means each stockholder shall be entitled to as many votes as shall equal the number of shares he or she owns multiplied by the number of directors to be elected, and he or she may cast all of such votes for a single candidate, or any two or more of them as he or she may see fit.”

REASONS: “Many states have mandatory cumulative voting, so do National Banks.”

“In addition, many corporations have adopted cumulative voting.”

“If you AGREE, please mark your proxy FOR this resolution.”

Company Response to Shareholder Proposal

We oppose this proposal because we do not believe cumulative voting is in the best interests of our company and our shareholders. The Governance and Directors Nominating Committee, which is responsible for identifying and recommending qualified individuals for director nomination, consists solely of independent nonmanagement directors. This ensures that the Board will continue to exercise independent judgment and remain accountable to all of our shareholders, rather than to a particular group. The current Board is committed to continuing its strong oversight of management and progressive corporate governance practices, which include such safeguards as an annually elected Board, a substantial majority of independent directors, a highly effective independent Presiding Director, key Board committees composed exclusively of independent directors and fully transparent corporate governance guidelines and committee charters.

Cumulative voting could impair the effective functioning of the Board by electing a director obligated to represent the interests of an individual or group of shareholders rather than all of our shareholders. For example, in the case of a contested election at a company with a 12-member board (which we will have effective as of the date of the annual meeting), a shareholder or group of shareholders holding just 8% of the voting interests in our company would be able to single-handedly elect a director by cumulating votes in favor of that director. A director elected by a particular minority shareholder or group could face a conflict between the fiduciary duty owed to shareholders as a whole and the allegiance the director will likely feel to the particular shareholder or group that elected him or her, particularly if the director has an affiliation with that shareholder or group. We are concerned that any director elected by such a limited constituency may have difficulty fulfilling his or her fiduciary duty of loyalty to us and all of our shareholders. Our Board believes that these potential conflicts might create factionalism and undermine the ability of Board members to work effectively for the best interests of all shareholders and not a selected few.

FOR THESE REASONS, OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “AGAINST” THIS PROPOSAL.

 

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PROPOSAL 9:    TO REQUIRE THAT THE CHAIRMAN OF THE BOARD NOT BE A CURRENT OR FORMER EXECUTIVE OFFICER

The following proposal and supporting statement were submitted by the AFL-CIO Reserve Fund, 815 Sixteenth Street, N.W., Washington, DC 20006, which has advised us that it holds 2,171 shares of our Class A common stock.

RESOLVED: That shareholders of Comcast Corporation (the “Company”) urge the Board of Directors (the “Board”) to take the steps necessary to amend the Company’s articles of incorporation to require that an independent director, who has not previously served as an executive officer of the Company, be its Chairman.

The policy should be implemented so as not to violate any contractual obligations. The policy should also specify the process for selecting a new independent Chairman if the current Chairman ceases to be independent between annual meetings of shareholders; or if no independent director is available and willing to serve as Chairman.

Supporting Statement

We believe it is the responsibility of the Board to protect shareholders’ long-term interests by providing independent oversight of management in directing the Company’s business and affairs. In our opinion, the designation of a presiding director is not an adequate substitution for an independent Chairman of the Board. We believe an independent Chairman can enhance investor confidence in our Company and strengthen the independent leadership of the Board.

The Company’s articles of incorporation personally name Brian Roberts as Chairman of the Board. We believe that this unique provision — combined with the Company’s dual class stock that provides Brian Roberts a non-dilutable one-third vote despite owning less than one percent of all of the Company’s outstanding voting shares — reduces management’s accountability to shareholders.

The Chairmen’s Forum, an organization of non-executive board chairmen, has called on North American public companies to voluntarily adopt independent chairmanship as the default model. An independent Chairman “curbs conflict of interest, promotes oversight of risk, manages the relationship between the board and the CEO, serves as a conduit for regular communication with shareowners, and is a logical next step in the development of an independent board.” (Millstein Center for Corporate Governance and Performance, Yale School of Management, Chairing the Board: The Case for Independent Leadership in Corporate North America, 2009.)

In our view, when the CEO serves as Chairman, this arrangement may hinder the ability of the Board to monitor the CEO’s performance and to provide the CEO with objective feedback and guidance. Andrew Grove, former Chairman and CEO of Intel Corporation, has stated: “The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandbox for the CEO, or is the CEO an employee? If he’s an employee, he needs a boss, and that boss is the board. The Chairman runs the board. How can the CEO be his own boss?” (Jeffrey E. Garten, Don’t Let the CEO Run the Board Too, Business Week, November 11, 2002).

We urge you to vote FOR this resolution.

Company Response to Shareholder Proposal

Our Board believes that we and our shareholders are best served by having Brian L. Roberts serve as Chairman and Chief Executive Officer. Our Board also believes that Board independence and oversight of management are effectively maintained through the Board’s current composition, our Board committees’ structure and composition and our Presiding Director, who is an independent director appointed annually by the Board after being recommended by the Governance and Directors Nominating Committee. Furthermore, having

 

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one individual perform the role of Chairman and Chief Executive Officer is both consistent with the practice of many major companies and not restricted or prohibited by current laws (including the Sarbanes-Oxley Act of 2002 and recently promulgated SEC regulations).

If all of our nominees for director are elected at the annual meeting of shareholders, only two of the twelve members of the Board will be our employees, and all of our Board committees, other than the Finance Committee, will consist entirely of independent directors. Therefore, there are ample outside directors to offer critical review of management plans. Moreover, our Presiding Director, among other things and as more fully described above under “Proposal 1: Election of Directors — About our Board and its Committees — Presiding Director,” presides over executive sessions of our independent directors and reviews and suggests topics for discussion and presentation at our Board meetings. Furthermore, Mr. Roberts has his performance evaluated annually by our Compensation Committee in accordance with its charter, as well as by our independent directors in an executive session in accordance with our corporate governance guidelines.

Our directors, including the Chairman, are also bound by fiduciary obligations under law to act in a manner that they believe to be in our best interests and the best interests of our shareholders. Separating the offices of Chairman and Chief Executive Officer would not serve to augment or diminish this fiduciary duty.

Rather, our Board believes that Mr. Roberts, in his capacities as Chairman and Chief Executive Officer, serves as a bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges.

While our articles of incorporation no longer require that Mr. Roberts serve as our Chief Executive Officer and Chairman, our Board believes that permitting Mr. Roberts to continue to serve in both roles is in the best interests of our company. The Board does not believe it should be constrained by an inflexible, formal requirement that the offices of Chairman and Chief Executive Officer be separated. We and our shareholders are best served by maintaining the flexibility to have the same individual serve as Chairman and Chief Executive Officer, based on what is in the best interests of our company at a given point in time.

Our Board believes that the adoption of a policy requiring the election of a non-management Chairman of the Board would not enhance its independence or performance and is not in the best interests of our shareholders.

FOR THESE REASONS, OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “AGAINST” THIS PROPOSAL.

 

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This discussion and analysis describes our executive compensation philosophy, process, plans and practices, and gives the context for understanding and evaluating the more specific compensation information relating to 2010 contained in the tables and related disclosures that follow.

Executive Summary

We are a leading provider of video, high-speed Internet and phone services (“cable services”) to residential and business customers in the United States, offering a variety of entertainment, information and communications products and services. As of December 31, 2010, our cable systems served approximately 22.8 million video customers, 17.0 million high-speed Internet customers and 8.6 million phone customers and passed over 51 million homes and businesses in 39 states and the District of Columbia.

In January 2011, we formed a joint venture with General Electric Company, in which the businesses of NBC Universal and certain of our program and sports networks and entertainment-based Internet sites were contributed to a new subsidiary, NBCUniversal, that we control and manage (the “NBCUniversal Transaction”), materially expanding the number, size and complexity of the businesses we operate. NBCUniversal is a leading media and entertainment company that develops, produces and distributes entertainment, news, sports and other content to global audiences. Unless otherwise stated, all references herein to our businesses, operations and industries do not include the businesses, operations and industries of NBCUniversal, since we did not control NBCUniversal in 2010.

We operate our businesses in an intensely competitive, extensively regulated and rapidly changing and complex technological environment. Our strategy of differentiating our products and services requires us to continuously improve the quality and value of our offerings by consistently introducing new and advanced features, products and services. Our cable services customer base and market capitalization, as well as our annual capital expenditure and total debt levels, rank us among the largest companies in our industries and in the country. We sell our cable services primarily to consumers, exposing our revenues to the risks of decline in consumer spending and demand.

Our ability to attract and retain the highest caliber executive talent in the marketplace is a key to continuing our long-term track record of strong financial performance, particularly in light of these extraordinary challenges. We have been recognized within our industries as having one of the best and most stable senior management teams of any company over the years. Our compensation practices are a major factor in our success in attracting and retaining the talent necessary to achieve our goals.

Consistent with this view of our position in the business landscape, the great importance we place on the quality and consistency of our senior management in achieving results that build long-term shareholder value and the significance we attach to using compensation as a tool in talent management, we seek to offer those types and amounts of compensation that will serve to attract, motivate and retain the most highly qualified executive officers and key employees and provide these employees with the opportunity to build a meaningful ownership stake in our company.

Overview of Our Compensation Program Philosophy and Process

The Compensation Committee is responsible for approving the nature and amount of compensation paid to, and the employment and related agreements entered into with, our executive officers, and, for all of our employees, overseeing our cash bonus and equity-based plans, approving guidelines for grants of awards under these plans and determining and overseeing our compensation and benefits policies generally.

 

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Each year the Compensation Committee reviews the nature and amounts of all elements of the named executive officers’ compensation, both separately and in the aggregate, using comprehensive tally sheets that include the current value of outstanding stock option and RSU awards (as compared to their grant date value) and deferred compensation account balances. The Compensation Committee also reviews compensation data from peer groups and surveys and takes into account our prior year performance (including as compared to the prior year performance of our peer groups). The Compensation Committee as well reviews each element of each named executive officer’s compensation for internal consistency. As described below under this caption, in 2010, the Compensation Committee continued its use of various analyses in reviewing its overall philosophy and making specific compensation determinations.

In determining individual compensation, the Compensation Committee assesses each named executive officer’s responsibilities and roles with respect to overall corporate policy-making, management, operations and administration, and the importance of retaining the named executive officer. The Compensation Committee also evaluates each named executive officer’s prior year performance, both in terms of his contribution to our performance and as compared to his individual performance goals (as to the latter item, each year the Compensation Committee agrees on specific factors to be used in evaluating Mr. Brian L. Roberts, our Chairman, President and Chief Executive Officer).

The Compensation Committee’s objectives in this process are to ensure that both total compensation and its individual components are strongly competitive with respect to the companies in our peer groups, there is a significant portion of total compensation that is performance based, there is an appropriate balance in performance-based compensation between short-term cash-based and long-term equity-based components, the compensation program aligns the interests of our executives with our shareholders and the program does not contain incentives to take inappropriate business risks.

Following these reviews and assessments, and with these goals in mind, the Compensation Committee determines what it believes to be an appropriate current year compensation package for each named executive officer. This process is subjective and involves the exercise of discretion and judgment. While the Compensation Committee considers the various quantitative data described in this discussion and analysis, it does not use a mathematical or other formula in which stated factors or their interrelationship are quantified and weighted (either in general or as to each named executive officer).

Also, from time to time, during the year the Compensation Committee may adjust the compensation of a named executive officer on account of extraordinary performance, unanticipated additional responsibilities, an employment agreement renewal or extension or other circumstances. From the beginning of negotiations in 2009 through closing in January 2011, the named executive officers devoted significant amounts of time with respect to the NBCUniversal Transaction, including with respect to transition planning and regulatory reviews. The Compensation Committee considers these efforts as being the type of extraordinary performance worthy of such compensation adjustments.

As has been the case for the last several years, in doing its work with respect to determining 2010 compensation, the Compensation Committee directed Mercer, the Company’s compensation consultant, with respect to the various compensation analyses it performed. Mercer, however, does not recommend or determine compensation levels or elements, performance targets or compensation plan design. Each year, the Compensation Committee reviews our various engagements of Mercer and its affiliates (and the related fees) to assure it of Mercer’s objectivity with respect to its work for the Compensation Committee. The Compensation Committee’s review addresses both: (i) the basis for selecting Mercer or any of its affiliates for a particular engagement; and (ii) the mechanisms in place at Mercer to ensure objectivity in performing its executive compensation consulting services. See “Proposal 1: Election of Directors — About our Board and its Committees — Committees of our Board — Compensation Committee” for information on Mercer’s services and fees in 2010.

In November 2008, the Compensation Committee directly engaged Independent Compensation Committee Adviser (“ICCA”) as an additional consultant to assist with respect to the Compensation Committee’s 2009

 

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compensation deliberations. The Compensation Committee asked ICCA to review and comment on, and make any recommendations for changes to: (i) the peer groups used for comparing compensation and performance data; and (ii) the compensation program for the named executive officers, including by analyzing the congruence of the components of the program with the Compensation Committee’s philosophy and by suggesting additional analyses for Mercer to conduct. As a result of ICCA’s work, the Compensation Committee requested that Mercer perform a variety of supplemental analyses. These analyses were taken into account by the Compensation Committee in making its determinations with respect to the appropriate peer groups as well as the compensation program for the named executive officers for 2009 and 2010. The Compensation Committee will consider retaining an additional consultant from time to time as a means of periodically reviewing Mercer’s work to ensure that the Compensation Committee remains current in its understanding and evaluation of developments and trends in executive compensation. The Compensation Committee did not retain ICCA (or any other additional advisor) for 2010.

Mercer provided the following analyses for 2010: a peer group assessment; a proxy pay analysis (comparing named executive officer compensation to proxy statement data for executives holding comparable positions in our peer group companies); a compensation survey analysis (analyzing named executive officer compensation against that of executives holding comparable positions in broad groups of companies in non-customized published surveys); a pay mix analysis (analyzing components of pay compared to other components (e.g., fixed vs. variable, cash vs. equity-based, short-term vs. long-term), and how this mix has changed over time); an analysis of share dilution resulting from, and annual usage rates in, our equity-based compensation plans; a compensation sharing analysis (analyzing the portion of our cash flow that is used for named executive officer compensation); a historical performance analysis (comparing our performance relative to our peer group companies with respect to growth in operating cash flow, free cash flow, earnings per share and revenues); and a correlation to shareholder value analysis (evaluating the relationship of operating cash flow growth, free cash flow growth, earnings per share growth and revenue growth to total shareholder returns, as compared to our peer group companies).

Our Named Executive Officers for 2010

Our named executive officers for 2010 are Mr. Roberts, Mr. Michael J. Angelakis (our Executive Vice President and Chief Financial Officer), Mr. Stephen B. Burke (our Executive Vice President), Mr. David L. Cohen (our Executive Vice President) and Mr. Arthur R. Block (our Senior Vice President, General Counsel and Secretary). Mr. Burke was President of our Cable Division through March 2010, when he relinquished his day-to-day responsibilities in that role to dedicate his full time to his role as our Chief Operating Officer, in recognition of his leading the transition planning and post-closing integration efforts relating to the NBCUniversal Transaction, and having supervisory responsibility for operations of both the Cable Division and our former program networks. Following the closing of the NBCUniversal Transaction in January 2011, Mr. Burke, who remains our Executive Vice President, relinquished his role as our Chief Operating Officer to allow him to fulfill his new responsibilities as President and Chief Executive Officer of NBCUniversal.

Use of Compensation and Performance Data

As described above under “— Overview of Our Compensation Program Philosophy and Process,” the Compensation Committee uses data disclosed in SEC filings and contained in published surveys to inform its judgment, by comparing: (i) our compensation levels to those of named executive officers of our competitors for executive talent, customers and capital; and (ii) our financial performance to that of the same competitors.

We believe that these competitors are comprised of companies in, as well as outside, the cable and communications industries, resulting in a broader range of companies than those with which we are often compared by analysts and others for stock performance purposes (in which the focus is only on competition for capital). For example, the companies with which the Compensation Committee compares named executive officer compensation levels is a broader group than the companies included in the peer group index in the stock performance graph contained in our Annual Report on Form 10-K.

 

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In 2010, the Compensation Committee reviewed its prior peer group determinations and confirmed its prior conclusion that three separate groups of companies each represented one or more meaningful aspects of our profile and that the use of three peer groups lends value to the Compensation Committee’s deliberations, especially since our lines of business did not materially change during 2009. In addition, the Compensation Committee believes that it would not be useful to consolidate the three peer groups into a single group because the practices and outcomes that are unique to each group would be lost. Accordingly, as in the last several years, the following peer groups were used in 2010 as sources for comparative compensation and performance data: (i) companies in the entertainment/media industry (CBS Corporation, News Corporation, Time Warner Inc., Viacom Inc. and The Walt Disney Company); (ii) companies in the transmission/distribution industry (AT&T Inc., DIRECTV, Qwest Communications International Inc., Sprint Nextel Corporation, Time Warner Inc. and Verizon Communications Inc.); and (iii) general industry companies having comparable revenues and total market capitalization (3M Company, Abbott Laboratories, American Express Company, Apple Inc., Bristol-Myers Squibb Company, Cisco Systems, Inc., The Coca-Cola Company, Eli Lilly & Company, Exelon Corporation, Google Inc., Intel Corporation, Kraft Foods Inc., McDonald’s Corporation, Merck & Co. Inc., MetLife, Inc., Occidental Petroleum Corporation, Oracle Corporation, Pepsico, Inc., Pfizer Inc., Schlumberger N.V., The Southern Company, Target Corporation, Time Warner Inc., U.S. Bancorp, United Parcel Service, Inc., United Technologies Corporation, The Walt Disney Company and Wyeth Pharmaceuticals). The peer group companies named above reflect changes from 2009 as a result of the annual review by Mercer of merger activity and other changes in size or lines of business.

Among the three peer groups, the Compensation Committee pays particular attention to the entertainment/media peer group because of its special relevance with respect to competition for executive talent. The business expertise of employees in that industry is highly correlated to our needs: our principal business is content distribution (meaning we are one of the world’s largest buyers and licensees of content). We also owned and managed several program and sports networks and entertainment-based Internet sites (now owned by NBCUniversal), and own one of the largest broadband Internet portals (meaning we are a substantial seller and licensor of content as well). It is also increasingly the case that traditional content providers in the entertainment/media industry are looking for new ways to distribute content, both directly to consumers through the Internet and indirectly through alliances with wireless companies and video distributors. Following the closing of the NBCUniversal Transaction, we are a much more significant direct participant in the entertainment/media industry as a major content producer and licensor. For all of these reasons, our executives are attractive candidates to entertainment/media companies, in addition to such companies’ executives being attractive to us.

Comparisons for Mr. Roberts were made to peer chief executive officers. Comparisons for Mr. Angelakis were made to peer chief financial officers and by ordinal rank (i.e., the position in the “Summary Compensation Table for 2010” beginning on page 54). Comparisons for Mr. Burke were made to peer chief operating officers and by ordinal rank. Comparisons for Mr. Cohen were made by ordinal rank and, where available, to peer chief administrative officers. Comparisons for Mr. Block were made to peer general counsels and by ordinal rank.

As a result of its strong belief in the importance of using compensation as a tool to attract and retain the best senior executives, in reviewing peer group data the Compensation Committee targets compensation to be competitive with the entertainment/media peer group and at the 75th percentile for the communications and general industry peer groups. In the Compensation Committee’s view, it is appropriate for a company that has as its goal a high level of performance relative to its peers to set high reference points for its executive compensation targets. The compensation we deliver varies among the groups, and the individual companies within a group, in its relationship to the reference points. Our named executive officers’ total compensation for 2010 met or exceeded the reference points in most cases, with the exception of Mr. Block. Because only half of the peer group companies have general counsels listed as one of their named executive officers, proxy statement data reflect the highest paid general counsels in the market. For this reason, the survey analysis described below is more reflective of overall general counsel pay and is the primary reference point for Mr. Block’s total compensation. Against this reference point, Mr. Block’s total compensation is in the upper quartile.

 

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In addition to the three peer groups, for selected analyses — including validating the use of metrics in our cash bonus plan and assessing the alignment of our pay levels and financial performance — Mercer also analyzed our positioning against a cable/satellite peer group. This group consists of companies in the cable and satellite industry (Cablevision Systems Corporation, DISH Network Corporation, DIRECTV, Liberty Global, Inc., Mediacom Communications Corporation, Time Warner Cable Inc., Shaw Communications Inc. and Virgin Media Inc.) This group was used as a reference for performance comparisons because it reflects a core part of our businesses, even though for pay magnitude purposes it is not meaningful.

As a secondary means to inform its judgment, the Compensation Committee reviewed a Mercer compensation survey analysis in which base salary, total cash compensation (base salary plus target annual cash bonus) and total direct compensation (total cash compensation plus equity-based compensation) for each named executive officer were measured against published compensation survey data for functionally comparable positions among broad groups of companies of similar size to us. The Compensation Committee did not use this Mercer analysis, or any of the surveys included in this Mercer analysis, to benchmark our named executive officer compensation, but instead it used the analysis to understand the current compensation practices for comparable job functions of a broad view of companies across varied industry lines but with revenue sizes that are within a range close to ours. This analysis indicated that our named executive officers’ total compensation was relatively high, consistent with the Compensation Committee’s philosophy as stated above of correlating its goals of achieving high Company performance and attracting and retaining the highest quality executives with its executive compensation outcomes.

In determining total compensation levels for the named executive officers, the Compensation Committee also considered our prior year performance. Despite the continued weak economy and intensifying competition, in 2009 we delivered healthy growth in revenue and operating cash flow, added meaningful numbers of customers, generated substantial free cash flow and returned significant capital to shareholders through stock repurchases and a quarterly cash dividend. In addition, the Compensation Committee noted that we achieved these results while continuing the successful management of our balance sheet, allowing us liquidity and access to capital when needed during the year and avoiding any near or medium-term risk associated with debt repayment requirements.

Also, and importantly, in addition to the successful management of our cable services business as described above, our named executive officers successfully managed the many challenges of advancing the NBCUniversal Transaction from its signing in December 2009 to its closing in January 2011. As compensation decisions for 2010 were being made early in the year, the Compensation Committee took into account the significant additional efforts that had been begun by, and would be needed from, our named executive officers to develop and implement the strategies to accomplish transition planning, obtain the required regulatory approvals and close the transaction.

With respect to comparative financial performance, Mercer conducted an analysis of our performance relative to our peer groups using various financial metrics as well as total shareholder return, in each case over one year and longer periods of time. In general, the Compensation Committee’s expectation is that our performance as compared to our peers over time should be consistent with its strongly competitive compensation philosophy. Over the past several years, our operating cash flow growth has generally fallen in the top half of our peers, as has our revenue growth. For the most recent one-year period, performance with respect to free cash flow was in the top quartile of our peers. Comparisons could not readily be made for free cash flow growth for periods beyond one year (due to lack of data) or earnings per share growth (due to many years of negative earnings by various companies). The analysis indicated that while we allocate a relatively high portion of operating cash flow and free cash flow to pay named executive officers’ annual incentives and total compensation, it is directionally aligned with our performance relative to our peers.

The results of the peer group and compensation survey analyses, as well as the other analyses referred to above, are considered important by the Compensation Committee. However, the Compensation Committee does

 

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not make any determination of, or change to, compensation in reaction to market data alone, but rather uses this information as one of several considerations to inform its judgment and put its experience in context in determining compensation levels (and when to change compensation levels).

Elements and Mix of Our Compensation Program

Our executive compensation program for our named executive officers includes the following key components: cash base salary; annual (short-term) cash bonus (which generally is performance based because earning the bonus is contingent upon the achievement of performance goals); and long-term equity-based compensation in the form of stock options (which are performance based because stock options provide no value without future stock price appreciation) and RSUs (which generally are performance based both because the ultimate value of any shares acquired upon vesting depends on our stock price and because vesting of RSUs is dependent upon achievement of one or more performance goals). In addition, named executive officers are eligible to participate in our deferred compensation plan, as well as in employee benefit plans that are generally available to all employees. These elements are the same as, or similar to, those used by most of our peer group companies and many other public companies. Within this general marketplace-defined environment, we have our own perspective on the relative importance and value of each element.

We view the executive compensation program on a “portfolio” basis. The various elements work together to achieve our objectives. This chart illustrates our view of the portfolio:

 

Element

  

Fixed, Guaranteed

  

Short-Term,
Performance Based

  

Long-Term,
Performance Based

  

Retention;

Retirement Planning

Base Salary

   X         

Annual Cash Bonus

      X      

Stock Options

         X    X

RSUs

         X    X
Deferred Compensation    X (except for Mr. Block)          X

Benefits

   X          X

Each element of our compensation program is described in more detail as follows:

Base Salary.    This element of compensation is necessary to attract and retain any employee in any organization. As the basic fixed element of the compensation package, it serves as a baseline measure of an employee’s value. Base salary is annually guaranteed compensation received by a named executive officer in exchange for investing his career with us.

Each of our named executive officers had an employment agreement in effect during 2010. Mr. Roberts’ most recent employment agreement was entered into in June 2005 and expires on June 30, 2011. Messrs. Angelakis’, Burke’s and Block’s most recent employment agreements were entered into in December 2009 and expire on December 31, 2012, 2014 and 2014, respectively. Mr. Cohen’s most recent employment agreement was entered into in February 2011 and expires on December 31, 2015. Each employment agreement provides for an initial base salary and annual increases in base salary at the discretion of the Compensation Committee. The employment agreements do not permit base salary reductions, unless, in the case of Mr. Roberts, such reduction is pursuant to an overall plan to reduce the base salaries of all of our senior executive officers, and, in the case of Messrs. Angelakis, Burke, Cohen and Block, in connection with a generally applicable salary reduction program.

In establishing the initial base salary level at the time the agreements were signed, the Compensation Committee considered job responsibilities, job performance, seniority and market data on base salary levels from peer group companies and compensation surveys. The Compensation Committee also reviewed base salary based on internal comparisons of executives relative to their responsibilities. Increases in base salary during the term of the agreement are generally based on individual performance, the levels of achievement of our performance goals during the tenure of the executive and any increase in duties and responsibilities placed on the executive as a result of our continuing growth and acquisitions.

 

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The named executive officers, other than Mr. Block, elected not to receive any base salary increase in 2010, and have elected to continue to not receive any base salary increase in 2011 (and through February 29, 2012), reflecting a willingness during this time period to forgo additional compensation on account of this element of non-performance-based compensation.

Cash Bonus Incentive Compensation.    Our cash bonus plan, which was approved by our shareholders at the 2010 annual meeting, provides a variable element to annual cash compensation. This element is needed to complete a competitive total annual cash compensation package. However, it is at risk for performance — 100% of the target bonus is not paid unless there is 100% achievement of the goals and no bonus is paid unless a minimum in each performance goal is achieved. This plan puts a significant amount of annual cash compensation at risk and supports our objective that our named executive officers balance achieving satisfactory or better current year (short-term) results with long-term value creation.

The target bonus under our cash bonus plan in 2010 for each of the named executive officers was based on the Compensation Committee’s assessment of the optimal mix of base salary and annual cash bonus compensation. In addition, each named executive officer’s employment agreement provides for a minimum target bonus. In 2010, such target bonus, as a percentage of base salary, was as follows: Mr. Roberts, 300%; Mr. Angelakis, 300%; Mr. Burke, 300%; Mr. Cohen, 125%; and Mr. Block, 100%. For more detail on these bonuses, including the target amounts thereof, see the “Grants in 2010 of Plan-Based Awards” table on page 57. The differences in target bonus percentages are the result of the Compensation Committee’s determination of each named executive officer’s total compensation and its judgment as to how to optimally allocate that total among the various elements thereof.

In prior years, annual cash bonus plan achievement for the named executive officers was based solely on the attainment of quantitative goals: consolidated operating cash flow growth, consolidated free cash flow and consolidated revenue. For 2010, the Compensation Committee revised this approach to allow it to use its discretion to determine a portion of the amount earned based on its evaluation of the level of achievement of a qualitative goal. Under this revised design, it established a threshold quantitative performance goal as a condition for any bonus payment to occur — the consolidated free cash flow for 2010 exceeding that for 2009. If that goal were met, then up to 177.5% of the target bonus of each named executive officer could be earned, based on the level of achievement of the specified quantitative and qualitative goals, as follows. Up to 75% of each named executive officer’s target bonus was payable based on the level of consolidated operating cash flow growth for 2010; up to 41.25% of the target bonus was payable based on the level of consolidated free cash flow for 2010; up to 11.25% of the target bonus was payable based on the level of consolidated revenue for 2010; and up to 50% of the target bonus was payable based on the Compensation Committee’s determination of the level of achievement of the named executive officers in contributing to the success of the acquisition of a controlling interest in NBCUniversal and the related transition planning activities and regulatory review and approval processes. The qualitative goal permitted the Compensation Committee to assess and reward the executives most responsible for the success of this major transaction, which was a critical strategic goal for us. Neither our Board nor the Compensation Committee has the discretion to award cash bonus compensation to our named executive officers under any cash bonus grant subject to quantitative performance goals absent attainment of the goals.

At budgeted levels of achievement of the quantitative factors, the named executive officers would earn 85% of their target bonus, and with a 30% achievement level for the qualitative factor (30% of 50% = 15%), they would earn 100% of their target bonus. A more detailed description of the potential achievement levels for the quantitative goals is provided below.

For consolidated operating cash flow growth: if we achieved $13.4 billion or less (representing 97.7% or less of 2009 consolidated operating cash flow), the named executive officer would receive no bonus on account of the potential 75% portion of the bonus attributable to this performance goal; if we achieved from greater than $13.4 billion to $14.0 billion (representing greater than 97.7% of 2009 consolidated operating cash flow to an increase of 2.1%), the named executive officer would receive from 27% to 60% of such potential bonus (determined based on incremental increases in consolidated operating cash flow of $100 million); if we achieved

 

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from greater than $14.0 billion to $14.119 billion (representing an increase of greater than 2.1% to 3%), the named executive officer would receive 67% of such potential bonus; and if we achieved greater than $14.119 billion (representing an increase of greater than 3%), the named executive officer would receive greater than 67% of such potential bonus up to a maximum of 100% (determined based on incremental increases in consolidated operating cash flow of approximately $100 million) if we achieved greater than $14.5 billion (representing a greater than 5.7% increase).

For achievement of consolidated free cash flow: if we achieved $4.4 billion or less, the named executive officer would receive no bonus on account of the potential 41.25% portion of the bonus attributable to this performance goal; if we achieved greater than $4.4 billion to $5.0 billion, the named executive officer would receive from 27% to 60% of such potential bonus (determined based on incremental increases in consolidated free cash flow of $100 million); if we achieved greater than $5.0 billion to $5.1 billion, the named executive officer would receive 67% of such potential bonus; and if we achieved greater than $5.1 billion, the named executive officer would receive greater than 67% of such potential bonus up to a maximum of 100% at greater than $5.5 billion (determined based on incremental increases in consolidated free cash flow of $100 million).

For achievement of consolidated revenue: if we achieved $35.7 billion or less, the named executive officer would receive no bonus on account of the potential 11.25% portion of the bonus attributable to this performance goal; if we achieved greater than $35.7 billion to $36.9 billion, the named executive officer would receive from 27% to 60% of such potential bonus (determined based on incremental increases in consolidated revenue of $200 million); if we achieved greater than $36.9 billion to $37.2 billion, the named executive officer would receive 67% of such potential bonus; and if we achieved greater than $37.2 billion, the named executive officer would receive greater than 67% of such potential bonus up to a maximum of 100% at greater than $38.0 billion (determined based on incremental increases in consolidated revenue of $200 million). In each case, the bonus percentage achieved is the percentage applicable to the range within which the actual achievement fell.

The importance of operating cash flow and free cash flow performance goals is described below under “— Emphasis on Performance.” The Compensation Committee also considers consolidated revenue an important performance goal in that it focuses on the overall growth of our businesses from all sources (e.g., sales of existing and new products and services and acquisitions of new customers). The correlation to the shareholder value analysis prepared by Mercer indicated a strong correlation between each of the performance goals and total shareholder return when viewed over a five-year period; the correlation is materially higher over a five-year period than a one-year period. Additionally, the correlations were stronger for the entertainment/media industry, general industry and cable/satellite peer groups than for the transmission/distribution peer group. In sum, the analysis showed each of the performance goals to be suitable compensation metrics, especially over long-term horizons.

The threshold goal of a year-over-year increase in consolidated free cash flow was achieved. Actual 2010 achievement of 100% of the potential 75% bonus for operating cash flow growth (based on approximately $14.6 billion), 86.8% of the potential 41.25% bonus for free cash flow (based on approximately $5.39 billion) and 93.3% of the potential 11.25% bonus for revenue (based on approximately $37.94 billion), resulted in the named executive officers being entitled to receive 121.3% of their respective target amounts on account of the quantitative goals. This percentage is calculated as follows: (100% x 75% = 75%) + (86.8% x 41.25% = 35.8%) + (93.3% x 11.25% = 10.5%) = 121.3%. The Compensation Committee determined that 80% of the potential 50% bonus was achieved with respect to the qualitative goal described above, meaning that the named executive officers were entitled to receive 40% of their respective target amounts on account of this goal (calculated as follows: 80% x 50%). Based on the actual 2010 achievement of the quantitative and qualitative goals, the named executive officers were entitled to receive in total 161.3% of their target amounts (calculated as follows: 121.3% + 40%). However, putting this achievement level in the context of lower levels of annual cash bonus achievement in 2010 by operating management (whose cash bonuses are based in large part on business unit operating metrics rather than consolidated financial performance), prior to their fully-earned bonuses being determined, the named executive officers advised the Compensation Committee of their recommendation that they not receive full payment of their bonuses, and, as such, they were granted 130% of their target amounts.

 

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In addition, in December 2010, Mr. Cohen received a cash bonus of $1 million and a grant of $1 million in immediately vested RSUs in recognition of his 2010 performance, especially his efforts in connection with the NBCUniversal Transaction. Neither the payment of the cash bonus nor the vesting of the RSUs was conditioned on the achievement of any quantitative performance goals.

Equity-Based Incentive Compensation.    Our equity-based long-term incentive compensation program is the compensation link between the named executive officers’ decision making and the long-term outcomes of those decisions. The stock options granted to our named executive officers during the last several years generally vest over a nine year and six month period, as follows: 30% on the second anniversary of the date of grant, 15% on each of the third through fifth anniversaries, 5% on each of the sixth through ninth anniversaries and 5% on the nine year and six month anniversary. RSUs granted to our named executive officers during the last several years generally vest 15% after 13 months from the date of grant, an additional 15% on each of the second, third and fourth anniversaries of the date of grant and 40% on the fifth anniversary. These vesting schedules, which require a relatively long holding period before a meaningful portion of the equity-based compensation can be realized, allow time to see the results of the decisions of the named executive officers, and the market time to react to the results, as well as provide a greater potential retention value.

The Compensation Committee believes that a strong reliance on long-term equity-based compensation is advantageous because this type of compensation fosters a long-term commitment by executive employees and motivates them to improve the long-term market performance of our stock. In our annual award program in March 2010, the Compensation Committee again employed a diversified approach to this component in that we granted both stock options and RSUs, whereby each type of award represented approximately 50% of the total equity award by grant date value, as determined on a Black-Scholes basis in the case of stock options and using the closing price of a share of our Class A common stock in the case of RSUs.

RSUs in combination with stock options promote our goal of retention, as well as provide a direct and predictable alignment to share price. Because each RSU is equal in value to a share of our Class A common stock, the units have value, subject to the satisfaction of vesting requirements, when the stock price is flat or even declining. On the other hand, stock options only have value when the stock price increases. This combination of equity-based awards is appropriate in the view of the Compensation Committee because: (i) it provides some level of incentive even during periods of general market or industry decline, when good or better performance may not be reflected in our stock price; and (ii) it supports our culture of entrepreneurship and its focus on shareholder value creation while providing a strong retention vehicle.

Our equity-based awards granted to our named executive officers in March 2010 were part of our annual award program, in which all eligible employees receive grants. We also make RSU awards to eligible employees in connection with significant employment events such as hiring, promotion and entering into an employment agreement. As described above under “— Cash Bonus Incentive Compensation,” in December 2010, Mr. Cohen received a grant of $1 million in immediately vested RSUs.

Primarily to conform to Internal Revenue Service (“IRS”) requirements relating to the deductibility of compensation, beginning in 2005, the Compensation Committee added a performance condition to RSUs granted to our named executive officers. Shares under RSUs granted in 2005 through 2007 vest in their first scheduled year of vesting only if the performance goals have been achieved with respect to the prior year. Shares under RSUs granted in 2008 and subsequent years vest in their first scheduled year of vesting if the performance goals have been achieved with respect to any prior year. In all of the RSU grants, any shares which did not vest in their first scheduled year of vesting because of the failure of the required prior achievement of performance goals are “carried over” to the next year’s scheduled vesting date (if any such date remains under the grant) for potential vesting at that time. If vesting does not occur on the final potential vesting date, any unvested shares are forfeited.

For RSUs granted in 2005 through 2008, the Compensation Committee established the following performance goals: if we achieved a 5% to 6.9% year-over-year increase in consolidated operating cash flow, the

 

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named executive officer would receive 67% of the service vested portion of the award; and if we achieved a 7% or greater increase, the named executive officer would receive 100% of the service vested portion of the award. For RSUs granted as part of our March 2009 annual award program, the Compensation Committee changed the performance goal to consolidated free cash flow (but did not change the two-tier vesting structure or percentage amounts). For RSUs granted as part of our March 2010 annual award program, the Compensation Committee changed the performance goal to any year-over-year increase in free cash flow (in which event the named executive officers would receive 100% of the service vested portion of the award). The Compensation Committee revised the performance goals in the 2009 and 2010 RSUs to reflect its intention that the goals meet IRS requirements for deductibility while at the same time appropriately reflecting reduced operating cash flow and free cash flow performance expectations compared to prior years in light of the competitive and economic environment. Neither our Board nor the Compensation Committee has the discretion to vest these RSUs absent attainment of the applicable goal.

The consolidated operating cash flow growth goal necessary to achieve 100% vesting was achieved in each year from 2005 through 2008. However, the growth needed to achieve the 67% vesting level with respect to the grants made in 2005 through 2007 was not achieved in 2009, and the growth needed to achieve the 100% vesting level with respect to the grants made in 2006 and 2007 was not achieved in 2010. Accordingly, the named executive officers (other than Mr. Block, who was not a named executive officer prior to 2009 and, therefore, whose RSUs did not contain a performance condition prior to 2009) did not receive any shares that were otherwise scheduled to vest in 2010 with respect to those RSUs (and shares scheduled to vest in 2010 under the RSUs granted in 2005 were permanently lost), and will not receive 33% of the shares that are otherwise scheduled to vest in 2011 with respect to RSUs granted in 2006 and 2007 (and 33% of the shares scheduled to vest in 2011 under the RSUs granted in 2006 will be permanently lost). The value of the shares scheduled to vest in 2010 and 2011 under the RSUs granted in 2005 through 2007 had full vesting occurred (calculated using the closing price of the Class A common stock on December 31, 2010) would have been approximately $7.19 million for Mr. Roberts (of which approximately $3.39 million will be permanently lost), approximately $620,000 for Mr. Angelakis, approximately $5.20 million for Mr. Burke (of which approximately $2.16 million will be permanently lost) and approximately $4.48 million for Mr. Cohen (of which approximately $2.71 million will be permanently lost).

In general, the total value of equity-based compensation is based on a proportional relationship to the expected cash compensation of each named executive officer, taking into account awards made at the same time to other executives, as well as the value of equity-based compensation awarded to comparable named executive officers at peer companies. The value of 2010 equity-based compensation (using grant date values), expressed as a percentage of 2010 base salary, taking account of awards made only in the March 2010 annual award program, was 401% for Mr. Roberts, 406% for Mr. Angelakis, 403% for Mr. Burke, 397% for Mr. Cohen and 153% for Mr. Block. The value of 2010 equity-based compensation, expressed as a percentage of the value of 2009 equity-based compensation, taking account of awards made only in the annual award program, was 103% for each named executive officer (the grant date value of equity-based compensation in our annual award program has not materially increased over the last several years).

Deferred Compensation.    We maintain a deferred compensation plan that allows employees with a base salary of $200,000 or greater, including the named executive officers, to defer the receipt of cash compensation (i.e., base salary and annual bonus), as described below under “Nonqualified Deferred Compensation in and as of 2010 Fiscal Year-End.” In addition, the employment agreements of Messrs. Roberts, Angelakis, Burke and Cohen provide for specified amounts to be credited to the named executive officer’s deferred compensation plan account, in each case as described below under “Agreements with Our Named Executive Officers.” The contractually required credits were agreed upon as a result of arm’s-length negotiations with the named executive officers and viewed by the Compensation Committee as a reasonable component part of overall compensation, especially from a retention perspective. The Compensation Committee reviewed each named executive officer’s plan balance at December 31, 2009 and annually reviews the embedded and projected costs of this plan.

 

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Other than the deferred compensation plan (and a tax-qualified defined contribution (i.e., 401(k)) plan), we do not offer any pension or other defined benefit-type plan to the named executive officers. In lieu of a defined benefit-type plan, which is found among several of our peer group companies, our deferred compensation plan provides a simple, transparent, tax-efficient vehicle for long-term value accumulation. The plan is one of our primary tools to attract and retain our named executive officers. In a similar manner to a traditional defined benefit executive retirement plan, the plan’s retention incentive gets stronger as the plan balance grows. In addition, the crediting rate is materially reduced following a termination of employment.

Also, our restricted stock plan permits recipients of awards to defer delivery of shares to a later date, without any guaranteed return on the vesting date value. In other words, any deferred shares, when later delivered, would have a value equal to the market value of our stock at that time. In addition, the plan permits recipients who have deferred delivery to elect to diversify any or all of the value of their deferred account into a cash equivalent account, which currently has an annual rate of return equivalent to that applicable under the deferred compensation plan. As of December 31, 2010, Mr. Burke was the only named executive officer who had elected to defer delivery of shares under any RSU awards. Mr. Burke has elected to defer delivery of RSUs with respect to 685,300 shares until January 2, 2014. Of these 685,300 shares, Mr. Burke has elected to diversify 348,030 shares into the cash equivalent account effective July 18, 2011, and 337,270 shares into the cash equivalent account effective January 4, 2012.

Insurance Benefits.    We do not provide premium payments or reimbursements or tax payments to our named executive officers under any life, disability or other insurance policies.

Perquisites.    Our named executive officers are required to reimburse us for any benefits that would otherwise be considered perquisites. Accordingly, we do not provide Company-paid perquisites or tax gross-ups to our named executive officers for perquisites.

Payments in Connection with a Change in Control.    We generally do not have any benefits that are “triggered” automatically as a result of a “change in control” (a “single trigger”) or the occurrence of one or more specified events (a “double trigger”) that may follow a change in control, such as termination of employment without cause. Instead, our Board will determine whether it is appropriate to accelerate the vesting of stock options and/or RSUs, as applicable, or provide other benefits in connection with a change in control. There has been no determination of any guiding principles or factors that our Board may in the future use in determining the propriety of accelerating the vesting of stock options and/or RSUs, or providing other benefits, in connection with a change in control.

Mr. Roberts’ employment agreement provides that if his employment is terminated following a change in control, that termination will be treated as a termination without cause for the purpose of determining his benefits in those circumstances under his employment agreement. The Compensation Committee approved this provision as a fair and reasonable protection for our Chief Executive Officer in the event of a change in control.

Payments in Connection with a Termination of Employment.    Payments to our named executive officers upon a termination of employment are described below under “Potential Payments upon Termination or Change in Control.” These compensation arrangements are contained in each named executive officer’s employment or other agreements and are not a factor in the Compensation Committee’s determination of current year compensation elements. These arrangements were arrived at as a result of arm’s-length negotiations in connection with entering into each such agreement, based on the Compensation Committee’s decision that it was appropriate to provide more favorable arrangements than those offered to non-executive employees upon termination of employment.

Emphasis on Performance

The Compensation Committee’s emphasis on performance within the named executive officer compensation program is evidenced by the characteristics of several of its elements. Most obvious are the financial goals that are related to earning the annual cash bonus and the vesting of RSUs. In addition, the realized value of RSUs is

 

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directly tied to our stock price. Further, the entire value of stock options is based on appreciation in our stock price. This combination of internally measured (financial performance) and externally measured (stock price) performance provides both short-term and long-term performance components in the compensation structure of our named executive officers.

The Compensation Committee believes that the compensation program’s emphasis on performance, especially the equity-based compensation, aligns the compensation structure with the risks inherent in our businesses, in that the achievement (or lack of achievement) of our operating, investing and capital goals would be expected to be reflected in the market price of our stock. At the same time, the Compensation Committee reviews the nature and mix of compensation elements, as well as compensation plan design and award terms, to ensure that our compensation program aligns the interests of our executives with those of our shareholders, so as to avoid inadvertent incentives for the named executive officers to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders. In conducting this review, the Compensation Committee takes into consideration specific business risks identified through our enterprise risk management process.

As described above under “— Elements and Mix of Our Compensation Program, — Cash Bonus Incentive Compensation, and, — Equity-Based Incentive Compensation,” in 2010 the Compensation Committee selected consolidated free cash flow growth as the threshold performance goal for achievement of the annual cash bonuses of our named executive officers and as the sole performance goal for vesting of their performance vested RSUs, and consolidated operating cash flow growth, free cash flow and revenue as performance goals related to the annual cash bonuses. The peer group analyses described above under “— Overview of Our Compensation Program Philosophy and Process” indicate that overall, both with respect to the mix of cash vs. equity-based and the types of equity-based vehicles used, our “pay at risk” practices are within the range of peer group practices. This is the case even after taking into account the additional fixed compensation resulting from contractually committed contributions to the deferred compensation plan for our named executive officers other than Mr. Block. (It should be noted that unlike the treatment given traditional defined benefit executive retirement plans of peer companies, deferred compensation contributions are considered as guaranteed payments in our comparisons.)

Total performance-based compensation in 2010 (using the grant date value of stock options and RSUs) was a significant percentage of the named executive officers’ total compensation (71% for Mr. Roberts, 71% for Mr. Angelakis, 68% for Mr. Burke, 59% for Mr. Cohen and 60% for Mr. Block).

Consolidated operating cash flow, which is a non-GAAP financial measure, is defined as operating income before depreciation and amortization, excluding impairment charges related to fixed and intangible assets and gains or losses on sale of assets, if any. As such, it eliminates the significant level of noncash depreciation and amortization expense that results from the capital intensive nature of our businesses and intangible assets recognized in business combinations, and is unaffected by our capital structure or investment activities. Our Board uses this metric in evaluating our consolidated operating performance, and management uses this metric to allocate resources and capital to our operating segments. We believe that operating cash flow is useful to investors as a basis for comparing our operating performance with other companies in our industries, although our measure of operating cash flow may not be directly comparable to similar measures used by other companies.

Consolidated free cash flow, which is a non-GAAP financial measure, is defined as “Net Cash Provided by Operating Activities” (as stated in our Consolidated Statement of Cash Flows), reduced by capital expenditures and cash paid for intangible assets, and adjusted for any payments and receipts related to certain nonoperating items, net of estimated tax benefits (such as income taxes on investment sales, and nonrecurring payments related to income tax and litigation contingencies of acquired companies). Free cash flow is used as an indicator of our ability to service and repay debt, make investments and return capital to investors through stock repurchases and dividends. It is also valued by investors as a measure that can be used to compare our performance with other companies.

 

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For these reasons, the Compensation Committee views these quantitative metrics as meaningful measures of our performance that can be affected by the decision making of our named executive officers. The Compensation Committee believes that measuring performance for our named executive officers using the same consolidated financial metrics (rather than individual performance goals tied to specific operating targets) is appropriate given the overall responsibility of the senior management team to deliver our most important performance goals for the year.

The Compensation Committee does not determine compensation levels, or condition incentive-based compensation award achievement, based directly on our stock price performance, because it believes that it is not equitable to condition performance rewards based on an external quantitative metric that management cannot directly control and to do so could lead to an undesirable focus on short-term results. However, as stated above, the Compensation Committee does review data comparing shareholder return performance to that of our peer group companies and does consider this information in setting compensation levels each year. In addition, because a material portion of compensation for each named executive officer is in the form of a stock-based vehicle, a significant portion of each named executive officer’s compensation is inherently tied to stock price movement and the achievement of shareholder value.

Emphasis on Long-Term Stock Ownership

Vesting of Equity-Based Incentive Compensation.    As described above under “Elements and Mix of Our Compensation Program — Equity-Based Incentive Compensation,” the Compensation Committee seeks to achieve the long-term objectives of equity compensation in part by generally extending the vesting period for options and RSUs over a longer time period than is the case with most other large public companies. The Compensation Committee believes that these longer time-frame (and in the case of RSUs, back-end loaded) vesting schedules focus the named executive officers over the long term on the creation of shareholder value.

Stock Ownership Guidelines.    We have a stock ownership policy for members of our senior management, including our named executive officers. Under the current guidelines established by the Compensation Committee, Mr. Roberts is expected to own our stock in an amount equal to at least five times base salary. The other named executive officers are expected to own our stock in amounts ranging from one and a half to three times base salary. This policy is designed to increase the named executive officers’ ownership stakes and align their interests with the interests of shareholders. “Ownership” for purposes of this policy is defined to include stock owned directly or indirectly by the named executive officer and shares credited to the named executive officer under our employee stock purchase plan, which must be held for 180 days from the date credited. In addition, 60% of each of the following types of ownership also counts: shares owned under our 401(k) plan, deferred vested shares under our restricted stock plan, the amount of the stock fund under our deferred compensation plan and the difference between the market price and exercise price of vested stock options. In determining compliance, the Compensation Committee may take into account any noncompliance that occurs solely or primarily as a result of a decline in the market price of our stock. All of our named executive officers are in compliance with the requirements of our stock ownership policy as of December 31, 2010. In the event a subject employee is not in compliance, he or she is prohibited from selling our stock (unless a hardship exemption is granted).

Policies Regarding Hedging.    Our policy prohibits any named executive officer from buying or selling any of our securities or options or derivatives with respect to our securities without obtaining prior approval from our General Counsel. This seeks to assure that the named executive officers will not trade in our securities at a time when they are in possession of inside information. We do not have a policy that specifically prohibits our named executive officers from hedging the economic risk of stock ownership. However, federal securities laws generally prohibit our named executive officers from selling “short” our stock.

 

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Tax and Accounting Considerations

The Compensation Committee periodically reviews our compensation practices for purposes of obtaining the maximum tax deductibility of compensation paid, consistent with our employment agreements and related contractual commitments. For example, as described above under “— Elements and Mix of Our Compensation Program — Equity-Based Incentive Compensation,” we include a performance condition in RSU awards to our named executive officers as a means of obtaining tax deductibility for their value. From time to time, the Compensation Committee has awarded, and may in the future award, compensation that is not fully deductible if it determines that such award is consistent with its philosophy and is in our and our shareholders’ best interests. Our employment agreements with our named executive officers seek to ensure that any compensation that could be characterized as nonqualified deferred compensation complies with Section 409A of the Internal Revenue Code.

The Compensation Committee also considers the accounting treatment of compensation elements in determining types and levels of compensation for our named executive officers.

Other Considerations

The Compensation Committee has historically viewed material increases in the size and scope of our operations as a basis for materially increasing compensation levels, making additional cash bonus awards and RSU grants and changing future performance goals for our incentive compensation plan awards. This occurred in 2002 following our AT&T Broadband acquisition, which almost tripled the size of our cable operations, making us the nation’s largest video services provider. This has also occurred on account of the NBCUniversal Transaction.

The Compensation Committee reviews, but does not give significant weight to, aggregate amounts realized or realizable from prior years’ compensation when making decisions regarding current compensation (what some commentators call an “accumulated wealth analysis”). As stated above, the Compensation Committee believes that in order to maintain the best group of executives to lead us, we need to provide a compensation package each year that is strongly competitive with the marketplace. High-quality executive talent with the experience and capabilities sought by us is scarce. The Compensation Committee is strongly of the view that it is an unnecessary risk to shareholder value to not provide a competitive level of compensation to our named executive officers each year. It believes that value realized on prior years’ compensation from stock appreciation is the reward for the named executive officer’s work over that period and the achievement of our long-term goals. To reduce current year compensation below competitive levels because a named executive officer has realized gains based on achievement of prior-year goals or a desired increase in shareholder value is seen by the Compensation Committee as counterproductive.

The Compensation Committee is aware that our Chairman and Chief Executive Officer, Mr. Brian L. Roberts, is a son of our founder and director, Mr. Ralph J. Roberts, and is our shareholder with the greatest beneficial voting power. The Compensation Committee maintains an objective stance toward Mr. Brian L. Roberts’ compensation. The Compensation Committee uses the same methods, tools and processes to determine Mr. Roberts’ compensation as it does for our other named executive officers.

Recoupment Policy.    In 2007, upon the recommendation of the Compensation Committee and the Governance and Directors Nominating Committee, our Board adopted an incentive compensation recoupment policy. It provides that if it is determined by our Board that gross negligence, intentional misconduct or fraud by one of our executive officers or former executive officers caused or partially caused the restatement of all or a portion of our financial statements, the Board, in its sole discretion, may, to the extent permitted by law and our benefit plans, policies and agreements, and to the extent it determines in its sole judgment that it is in our best interests to do so, require repayment of all or a portion of any annual cash bonus, vested RSU or other incentive-based compensation paid to such executive officer or former executive officer (and/or effect the cancellation of unvested RSUs) if: (i) the amount or vesting of the incentive-based compensation was calculated

 

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based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement; and (ii) the amount or vesting of the incentive-based compensation would have been less had the financial statements been correct.

Compensation Committee Report

We, the members of the Compensation Committee of the Board of Directors, have reviewed and discussed with management the Compensation Discussion and Analysis. Based on this review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Members of the Compensation Committee

Dr. Judith Rodin (Chair)

S. Decker Anstrom

Joseph J. Collins

Michael I. Sovern

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or was during 2010 an employee, or is or ever has been an officer, of our company. None of our executive officers has served during 2010 as a director or a member of the compensation committee of another company, one of whose executive officers serves as a member of our Board or Compensation Committee.

 

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Summary Compensation Table for 2010

The following table sets forth specified information regarding the compensation for 2010, 2009 and 2008 of our Chairman of the Board, President and Chief Executive Officer (Mr. Brian L. Roberts), our Executive Vice President and Chief Financial Officer (Mr. Michael J. Angelakis) and our next three most highly compensated executive officers (Messrs. Stephen B. Burke, David L. Cohen and Arthur R. Block). We refer to these individuals as our named executive officers, as described above in “Compensation Discussion and Analysis — Our Named Executive Officers for 2010.”

 

Name and Principal Position

  Year     Salary
($)(1)
    Bonus
($)(2)
    Stock
Awards ($)(3)
  Option
Awards ($)(4)
  Non-Equity
Incentive Plan
Compensation

($)(5)
  Change in
Pension
Value and
Nonqualified
Deferred
Compensation

Earnings ($)(6)
  All Other          
Compensation ($)(7)
  Total ($)(8)  

Brian L. Roberts

    2010        $2,800,761        $ —      $5,308,989   $5,917,380   $10,922,968   $2,903,094   $3,205,767     $31,058,959   

Chairman of the Board,

    2009        2,908,483               5,257,200     5,656,300       8,234,238     2,252,434     2,937,712     27,246,367   

President and Chief Executive Officer

    2008        2,769,365        881,027        5,006,640     5,203,440       7,394,204     1,557,048     3,428,639     26,240,363   

Michael J. Angelakis

    2010        1,682,448        1,500,000        6,151,365     3,604,594       6,561,546     1,708,745     1,701,344     22,910,042   

Executive Vice President

    2009        1,747,157        1,500,000        6,151,691     3,408,600       4,946,396     1,229,276     2,571,012     21,554,132   

and Chief Financial Officer

    2008        1,663,588               3,003,984     3,122,064       4,441,779         790,250     1,447,388     14,469,053   

Stephen B. Burke

    2010        2,243,264        3,000,000      10,111,316     4,767,630       8,748,729     3,474,387     2,396,752     34,742,078   

Executive Vice President
of Comcast and President

   
 
2009
2008
  
  
   

 

2,329,543

2,218,117

  

  

   

 

3,000,000

  

  

  10,079,183

  4,005,312

    4,544,800

  4,162,752

      6,595,196

    5,922,372

    3,024,679

  4,113,931

    4,414,654

  2,182,067

   

 

33,988,055

22,604,551

  

  

and Chief Executive
Officer of NBCUniversal(9)

                 

David L. Cohen

    2010        1,337,994        1,000,000        3,511,946     2,799,258       2,174,240       837,911     1,035,229     12,696,578   

Executive Vice

    2009        1,389,455               2,493,800     2,667,600       1,639,043       657,627       991,854     9,839,379   

President

    2008        1,322,995               2,332,804     2,423,520       1,471,832       532,802       906,508     8,990,461   

Arthur R. Block

    2010        900,000                   649,495       724,598       1,170,000       781,649         10,000     4,235,742   

Senior Vice President,

    2009        846,036               2,452,295     1,388,789           799,696       650,077         14,700     6,151,593   

General Counsel and Secretary

    2008        771,769        40,025            614,946       641,520           686,875       482,578         13,800     3,251,513   

 

(1) Each of Messrs. Roberts, Angelakis, Burke and Cohen has requested that he not receive an increase in his annual base salary through February 29, 2012, as more fully described above in “Compensation Discussion and Analysis — Elements and Mix of Our Compensation Program — Base Salary.” This will result in a three-year freeze in base salary, as each of them had previously requested that he not receive an increase in his annual base salary from January 1, 2009 through February 28, 2011. The difference in the amounts in this column for such executives between 2010 and 2009 is due to there being 26 biweekly pay periods in 2010, as compared to 27 biweekly pay periods in 2009. The difference in the amounts in this column for such executives between 2009 and 2008 is due to there being 27 biweekly pay periods in 2009, as compared to 26 biweekly pay periods in 2008, and there being a lower base salary rate in effect for the first two months of 2008.

 

(2) For each of Messrs. Angelakis and Burke, the amount in this column for 2010 represents a cash bonus paid in 2010 in connection with his entering into a new employment agreement in 2009. If either executive terminates his employment without good reason or we terminate his employment with cause before July 2, 2011, he must reimburse us for 50% of the amount of the bonus.

 

     For Mr. Cohen, the amount in this column represents an additional cash bonus paid in 2010 for his services to us, as further described above in “Compensation Discussion and Analysis.”

 

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(3) The amounts in this column represent the aggregate grant date fair value of performance-based RSUs granted to each of the named executive officers in the respective year, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (FASB ASC Topic 718). These amounts, which do not correspond to the actual value that may be realized by the named executive officers, were calculated using the valuation assumptions discussed in the “Share-Based Compensation” footnote to the financial statements in our Annual Report on Form 10-K for the respective year-end. The amounts were determined by multiplying the Class A common stock closing price on the date of grant by the number of shares subject to the grant and, as the RSUs are subject to performance conditions as defined in the Glossary to FASB ASC Topic 718, in accordance with the SEC’s rules relating to executive compensation disclosure, taking into account the probable outcome of the RSUs’ performance conditions as of the date of grant and excluding the effect of estimated forfeitures. The amounts were also discounted for the lack of dividends during the vesting period. For Mr. Cohen, the amount in this column for 2010 also includes the aggregate grant date fair value of RSUs granted to him in 2010 that vested upon grant, in accordance with FASB ASC Topic 718, calculated using the valuation assumptions discussed in the “Share-Based Compensation” footnote to the financial statements in our Annual Report on Form 10-K for 2010 and determined by multiplying the Class A common stock closing price on the date of grant by the number of shares subject to the grant. See the “Grants in 2010 of Plan-Based Awards” table on page 57 for information, including grant date, on RSUs granted in 2010.

 

     In accordance with the SEC’s rules relating to executive compensation disclosure, the amounts in this column for 2008 have been restated from the amounts disclosed in the Summary Compensation Table for 2008 (which provided disclosure in accordance with the SEC’s rules relating to executive compensation disclosure applicable at the time the proxy statement for our 2009 Annual Meeting of Shareholders was filed) to reflect the aggregate grant date fair value of RSUs granted to each of the named executive officers in 2008, in accordance with FASB ASC Topic 718 and the assumptions described above.

 

(4) The amounts in this column represent the aggregate grant date fair value of stock options granted to each of the named executive officers in the respective year, in accordance with FASB ASC Topic 718. Under the SEC’s rules relating to executive compensation disclosure, the amounts shown exclude the impact of estimated forfeitures. These amounts, which do not correspond to the actual value that may be realized by the named executive officers, were calculated using the Black-Scholes option-pricing model, based upon the following valuation assumptions: for the options granted on March 26, 2010, an expected volatility of approximately 28%, an expected term to exercise of seven years, an interest rate of approximately 3.4% and a dividend yield of approximately 2.1%. For information on the valuation assumptions with respect to grants made before 2010, refer to the “Share-Based Compensation” footnote to the financial statements in our Annual Report on Form 10-K for the respective year-end. See the “Grants in 2010 of Plan-Based Awards” table on page 57 for information, including grant date, on options granted in 2010.

 

     In accordance with the SEC’s rules relating to executive compensation disclosure, the amounts in this column for 2008 have been restated from the amounts disclosed in the Summary Compensation Table for 2008 (which provided disclosure in accordance with the SEC’s rules relating to executive compensation disclosure applicable at the time the proxy statement for our 2009 Annual Meeting of Shareholders was filed) to reflect the aggregate grant date fair value of stock options granted to each of the named executive officers in 2008, in accordance with FASB ASC Topic 718 and the assumptions described above.

 

(5)

The amounts in this column represent annual performance-based bonuses earned by our named executive officers under our 2006 Cash Bonus Plan. The grant of these bonuses is also disclosed under the “Grants in 2010 of Plan-Based Awards” table on page 57. Based on achievement of specified metrics in 2010, our named executive officers were entitled to receive 161% of their respective target bonus amounts for the year; however, prior to their fully-earned bonuses being determined, the named executive officers advised the Compensation Committee of their recommendation that they not receive full payment of their bonuses, and, as such, were granted 130% of their target amounts, as discussed more fully above in “Compensation Discussion and Analysis — Elements and Mix of Our Compensation Program — Cash Bonus Incentive Compensation.” Similarly, for 2009 and 2008, our named executive officers (except with respect to

 

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Mr. Block for 2008), were entitled to receive 109% and 98%, respectively, of their target bonus amounts for the year based on achievement of specified metrics, but advised the Compensation Committee of their recommendation that they only receive 98% and 89%, respectively, of their target amounts.

 

(6) The amounts in this column represent the dollar value of interest earned on compensation deferred under our deferred compensation plans in excess of 120% of the long-term applicable federal rate (the current interest crediting rate on deferred compensation is 12%).

 

(7) The amounts in this column include: (a) Company contributions to our retirement-investment plan accounts in the amount of $10,000 for each of the named executive officers; (b) Company contributions to our deferred compensation plans (Mr. Roberts, $3,000,000; Mr. Angelakis, $1,500,000; Mr. Burke, $2,000,000; and Mr. Cohen, $911,630); and (c) amounts on account of personal use of Company-provided aircraft (Mr. Roberts, $195,767; Mr. Angelakis, $191,344; Mr. Burke, $386,752; and Mr. Cohen, $113,599). For security reasons, Company policy requires Messrs. Roberts and Burke to use Company-provided aircraft for business and personal travel, although the named executive officers are required to pay us for personal use of Company-provided aircraft in amounts determined by Company policy.

 

     The amounts reflected for each named executive officer in respect of personal use of Company-provided aircraft indicate the extent to which the incremental cost of such use exceeds the amount paid to us by the named executive officer as stated above. The aggregate incremental cost for a personal flight taken on a charter plane is the cost of the flight as charged to us by the charter company. The aggregate incremental cost for a personal flight on a Company plane includes all variable costs for the year, such as fuel, maintenance and other trip expenses, to arrive at a variable cost per hour that we then multiply by the number of hours the named executive officer used the aircraft for personal travel (including the hours for repositioning flights). This methodology excludes fixed costs, as these costs do not change based on usage.

 

     For all other benefits that would otherwise be considered perquisites, as more fully described above in “Compensation Discussion and Analysis — Elements and Mix of Our Compensation Program — Perquisites,” our named executive officers are required to pay us in full (and have paid us in full) for such benefits.

 

(8) In accordance with the SEC’s rules relating to executive compensation disclosure, the amounts in this column for 2008 have been restated from the amounts disclosed in the Summary Compensation Table for 2008 (which provided disclosure in accordance with the SEC’s rules relating to executive compensation disclosure applicable at the time the proxy statement for our 2009 Annual Meeting of Shareholders was filed) to reflect the aggregate grant date fair value of RSUs and stock options granted to each of the named executive officers in 2008, in accordance with FASB ASC Topic 718 and the assumptions described above in footnotes (3) and (4) to this table.

 

(9) Mr. Burke relinquished his role as President of Comcast Cable in March 2010 to dedicate his full time to his role as our Chief Operating Officer. On January 28, 2011, in connection with the closing of the NBCUniversal Transaction, Mr. Burke relinquished his role as our Chief Operating Officer in order to take on the role of President and Chief Executive Officer of NBCUniversal.

 

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Grants in 2010 of Plan-Based Awards

The following table provides information about equity and non-equity awards granted to our named executive officers in 2010, as follows: (1) the grant date for equity awards (column (a)) and the date the Board or Compensation Committee took action to grant the equity awards, if different from the grant date; (2) the estimated future payouts under non-equity incentive plan awards (columns (b), (c) and (d)); (3) the estimated future payouts under equity incentive plan awards, which consist of performance-based RSUs (columns (e), (f) and (g)); (4) all stock awards that were not performance-based RSUs (column (h)); (5) all option awards, which consist of the number of shares underlying stock options (column (i)); (6) the exercise price of the stock option awards, which reflects the closing price of our Class A common stock on the date of grant (column (j)); and (7) the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718 (column (k)).

 

                Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)
    Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)
    All Other
Stock
Awards:
Number
of Shares
of Stock
(#) (h)(3)
    All Other
Option
Awards:
Number of
Securities
Underlying
Options

(#) (i)(4)
    Exercise
or Base
Price of
Option
Awards

($/Sh)
(j)
    Grant
Date
Fair
Value of
Stock

and
Option
Awards

($) (k)(5)
 

Name

  Grant Date
(a)
    Approval
Date if
Different
from

Grant Date
    Threshold
($) (b)
    Target
($) (c)
    Maximum
($) (d)
    Threshold
(#) (e)
    Target
(#) (f)
    Maximum
(#) (g)
         

Brian L.

Roberts

                $ 2,856,776      $ 8,402,283      $ 14,914,052                 
    3/26/2010                     314,700        314,700        314,700            $ 5,308,989   
    3/26/2010                             1,158,000        $18.34        5,917,380   

Michael J.

Angelakis

                  1,716,097        5,047,344        8,959,036                 
    3/26/2010                     191,700        191,700        191,700              3,233,979   
    3/26/2010                             705,400          18.34        3,604,594   
    6/04/2010        12/16/2009              168,635        168,635        168,635              2,917,386   

Stephen B.

Burke

                  2,288,129        6,729,792        11,945,381                 
    3/26/2010                     253,500        253,500        253,500              4,276,545   
    3/26/2010                             933,000          18.34        4,767,630   
    6/04/2010        12/16/2009              337,270        337,270        337,270              5,834,771   

David L.

Cohen

                  568,647        1,672,493        2,968,674                 
    3/26/2010                     148,900        148,900        148,900              2,511,943   
    3/26/2010                             547,800          18.34        2,799,258   
    12/15/2010                           46,275            1,000,003   

Arthur R.

Block

                  306,000        900,000        1,597,500                 
    3/26/2010                     38,500        38,500        38,500              649,495   
    3/26/2010                             141,800          18.34        724,598   

 

(1) Represents annual performance-based bonus awards granted under our 2006 Cash Bonus Plan. The actual amounts earned with respect to these bonuses for 2010 are included in the “Summary Compensation Table for 2010” on page 54 under the “Non-Equity Incentive Plan Compensation” column (see footnote (5) to the “Summary Compensation Table for 2010”). As described above in “Compensation Discussion and Analysis — Elements and Mix of Our Compensation Program — Cash Bonus Incentive Compensation,” based on 2010 achievement of specified performance metrics, the named executive officers were entitled to receive 161% of their respective target amounts for their 2010 bonus. However, putting this achievement level in the context of lower levels of annual cash bonus achievement in 2010 by certain operating management (whose cash bonuses are based in large part on business unit operating metrics rather than consolidated financial performance), prior to their bonuses being determined, the named executive officers advised the Compensation Committee of their recommendation that they not receive full payment of their bonuses, and, as such, were granted 130% of their target amounts.

 

(2) The amounts in this column represent shares of our Class A common stock underlying performance-based RSUs granted under our 2002 Restricted Stock Plan. Subject to achieving increases in consolidated free cash flow, as described above in “Compensation Discussion and Analysis — Elements and Mix of Our Compensation Program — Equity-Based Incentive Compensation,” shares subject to these RSUs will vest as follows: RSUs granted on March 26, 2010 vest at the rate of 15% on the 13-month anniversary of the date of grant (April 26, 2011), 15% on each of the second, third and fourth anniversaries of the date of grant

 

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(March 26, 2012, 2013 and 2014) and 40% on the fifth anniversary of the date of grant (March 26, 2015) and RSUs granted to Messrs. Angelakis and Burke on June 4, 2010 vest 100% on the 13-month anniversary of the date of grant (July 4, 2011).

 

(3) The amounts in this column represent shares of our Class A common stock granted under our 2002 Restricted Stock Plan. These shares vested on the date of grant.

 

(4) The amounts in this column represent shares of our Class A common stock underlying stock options granted under our 2003 Stock Option Plan. These options become exercisable as follows: 30% of the shares covered thereby become exercisable on the second anniversary of the date of grant (March 26, 2012), 15% on each of the third, fourth and fifth anniversaries of the date of grant (March 26, 2013, 2014 and 2015), 5% on each of the sixth through ninth anniversaries of the date of grant (March 26, 2016, 2017, 2018 and 2019) and 5% on the nine and one-half year anniversary of the date of grant (September 26, 2019).

 

(5) The amounts in this column represent the grant date fair value of RSUs and stock options computed in accordance with FASB ASC Topic 718. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers. The grant date fair value of RSUs was determined as described in footnote (3) to the “Summary Compensation Table for 2010” beginning on page 54. Amounts with respect to stock options were calculated using the Black-Scholes option-pricing model, based upon the assumptions set forth in footnote (4) to the “Summary Compensation Table for 2010” beginning on page 54.

 

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Outstanding Equity Awards at 2010 Fiscal Year-End

The following table provides information on the holdings of stock option and stock awards by our named executive officers as of December 31, 2010. This table includes unexercised vested and unvested stock options (see columns (a), (b), (c) and (d)), unvested RSUs (see columns (e) and (f)) and unvested performance-based RSUs (see columns (g) and (h)). The vesting schedules for these grants are disclosed in the footnotes to this table. The market value of stock awards is based on the closing market price of a share of our Class A common stock as of December 31, 2010, or $21.97. The performance-based RSUs are subject to achieving specified increases in consolidated operating cash flow or free cash flow, as described in further detail above in “Compensation Discussion and Analysis — Elements and Mix of our Compensation Program — Equity-Based Incentive Compensation.”

 

    Option Awards     Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

(a)
    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(b)
    Option
Exercise
Price ($)
(c)
    Option
Expiration
Date

(d)
    Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
(e)
    Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)

(f)
    Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested (#)

(g)
    Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($)

(h)
 

Brian L. Roberts

               
                 1,095,690(4)(7)(8)        $24,072,309   
    1,120,944(1)             $ 24.6466        07/30/11           
    1,125,000(1)               23.6600        01/24/12           
    1,216,875(2)           208,125(2)(6)        18.0800        02/26/13           
       960,000(2)           240,000(2)(6)        19.9200        03/09/14           
       478,125(2)           159,375(2)(6)        22.6600        03/14/15           
       453,600(2)           302,400(2)(6)        17.5000        03/09/16           
       246,600(2)           301,400(2)(6)        25.4400        03/15/17           
       240,900(2)           562,100(2)(6)        18.9800        03/27/18           
           1,145,000(2)(6)        14.5400        03/26/19           
           1,158,000(2)(6)        18.3400        03/25/20           

Michael J. Angelakis

               
                  920,168(4)(7)          20,216,091   
       111,480(2)           136,255(2)(6)        25.9500        03/29/17           
       144,540(2)           337,260(2)(6)        18.9800        03/27/18           
              690,000(2)(6)        14.5400        03/26/19           
              705,400(2)(6)        18.3400        03/25/20           

Stephen B. Burke

               
                 1,566,142(4)(7)(8)          34,408,140   
       750,000(1)               24.6466        07/30/11           
       750,000(1)               23.2666        01/07/12           
       450,000(1)               23.6600        01/24/12           
       451,875(1)             56,250(1)(6)        15.8933        10/28/12           
       643,125(2)           106,875(2)(6)        18.0800        02/26/13           
       480,000(2)           120,000(2)(6)        19.9200        03/09/14           
       261,562(2)             87,188(2)(6)        22.6600        03/14/15           
       362,880(2)           241,920(2)(6)        17.5000        03/09/16           
       197,280(2)           241,120(2)(6)        25.4400        03/15/17           
       192,720(2)           449,680(2)(6)        18.9800        03/27/18           
              920,000(2)(6)        14.5400        03/26/19           
              933,000(2)(6)        18.3400        03/25/20           

David L. Cohen

               
                    515,495(4)(7)(8)        11,325,425   
       675,000(1)(5)             75,000(1)(6)        15.8933        07/01/12           
       152,250(1)             12,750(1)(6)        15.8933        10/28/12           
       515,625(2)             84,375(2)(6)        18.0800        02/26/13           
       450,000(2)           112,500(2)(6)        19.9200        03/09/14           
       225,000(2)             75,000(2)(6)        22.6600        03/14/15           
       253,125(2)             84,375(2)(6)        17.9533        11/11/15           
       211,500(2)           141,000(2)(6)        17.5000        03/09/16           
       114,840(2)           140,360(2)(6)        25.4400        03/15/17           
       112,200(2)           261,800(2)(6)        18.9800        03/27/18           
              540,000(2)(6)        14.5400        03/26/19           
              547,800(2)(6)        18.3400        03/25/20           

 

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     Option Awards   Stock Awards

Name

   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

(a)
  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(b)
  Option
Exercise
Price ($)
(c)
   Option
Expiration
Date

(d)
  Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
(e)
  Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)

(f)
  Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested (#)

(g)
  Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($)

(h)

Arthur R. Block

                 
            63,130(3)(7)   $1,386,966    
                197,010(4)(7)   4,328,310
   108,444(1)         4,056(1)(6)   24.6466    07/30/11        
   187,500(1)     23.6600    01/24/12        
     22,500(1)     13.0400    08/05/12        
   138,750(1)     11,250(1)(6)   15.8933    10/28/12        
   133,125(2)     16,875(2)(6)   18.0800    02/26/13        
   120,000(2)     30,000(2)(6)   19.9200    03/09/14        
     55,125(2)     18,375(2)(6)   22.6600    03/14/15        
     40,950(2)     27,300(2)(6)   18.5066    01/20/16        
     55,800(2)     37,200(2)(6)   17.5000    03/09/16        
     30,330(2)     37,070(2)(6)   25.4400    03/15/17        
     29,700(2)     69,300(2)(6)   18.9800    03/27/18        
       —    141,000(2)(6)   14.5400    03/26/19        
       —    130,860(2)(6)   17.2400    12/17/19        
       —    141,800(2)(6)   18.3400    03/25/20        

 

(1) Represents shares of Class A Special common stock.

 

(2) Represents shares of Class A common stock.

 

(3) Represents awards of RSUs with respect to shares of Class A common stock.

 

(4) Represents awards of performance-based RSUs with respect to shares of Class A common stock. Subject to achieving specified increases in consolidated operating cash flow or free cash flow, the awards vest as indicated in footnote (7) to this table.

 

(5) Mr. Cohen assigned to a grantor trust a portion of this option representing 150,000 shares.

 

(6) Vesting dates for each outstanding option award for the named executive officers are as follows:

 

Vesting Date

   Exercise
Price ($)
     Number of Shares Underlying Vesting Awards  
      Brian  L.
Roberts
     Michael J.
Angelakis
     Stephen B.
Burke
     David L.
Cohen
     Arthur R.
Block
 

2011

  

01/20/2011

   $ 18.5066                                         10,237   

01/30/2011

     24.6466                                         4,056   

02/26/2011

     18.0800         69,375                 35,625         28,125         5,625   

03/09/2011

     19.9200         60,000                 30,000         28,125         7,500   

03/10/2011

     17.5000         113,400                 90,720         52,875         13,950   

03/14/2011

     22.6600         31,875                 17,438         15,000         3,675   

03/16/2011

     25.4400         82,200                 65,760         38,280         10,110   

03/27/2011

     14.5400         343,500         207,000         276,000         162,000         42,300   

03/28/2011

     18.9800         120,450         72,270         96,360         56,100         14,850   

03/30/2011

     25.9500                 37,161                           

07/01/2011

     15.8933                                 37,500           

10/28/2011

     15.8933                         28,125         6,375         5,625   

11/11/2011

     17.9533                                 16,875           

12/18/2011

     17.2400                                         39,258   

 

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Vesting Date

   Exercise
Price ($)
     Number of Shares Underlying Vesting Awards  
      Brian  L.
Roberts
     Michael J.
Angelakis
     Stephen B.
Burke
     David L.
Cohen
     Arthur R.
Block
 

2012

  

01/01/2012

     15.8933                                 37,500           

01/20/2012

     18.5066                                         3,413   

02/26/2012

     18.0800         69,375                 35,625         28,125         5,625   

03/09/2012

     19.9200         60,000                 30,000         28,125         7,500   

03/10/2012

     17.5000         37,800                 30,240         17,625         4,650   

03/14/2012

     22.6600         31,875                 17,437         15,000         3,675   

03/16/2012

     25.4400         82,200                 65,760         38,280         10,110   

03/26/2012

     18.3400         347,400         211,620         279,900         164,340         42,540   

03/27/2012

     14.5400         171,750         103,500         138,000         81,000         21,150   

03/28/2012

     18.9800         120,450         72,270         96,360         56,100         14,850   

03/30/2012

     25.9500                 37,160                           

04/28/2012

     15.8933                         28,125         6,375         5,625   

08/26/2012

     18.0800         69,375                 35,625         28,125         5,625   

11/11/2012

     17.9533                                 16,875           

12/18/2012

     17.2400                                         19,629   

2013

                 

01/20/2013

     18.5066                                         3,412   

03/09/2013

     19.9200         60,000                 30,000         28,125         7,500   

03/10/2013

     17.5000         37,800                 30,240         17,625         4,650   

03/14/2013

     22.6600         31,875                 17,438         15,000         3,675   

03/16/2013

     25.4400         27,400                 21,920         12,760         3,370   

03/26/2013

     18.3400         173,700         105,810         139,950         82,170         21,270   

03/27/2013

     14.5400         171,750         103,500         138,000         81,000         21,150   

03/28/2013

     18.9800         120,450         72,270         96,360         56,100         14,850   

03/30/2013

     25.9500                 12,387                           

09/09/2013

     19.9200         60,000                 30,000         28,125         7,500   

11/11/2013

     17.9533                                 16,875           

12/18/2013

     17.2400                                         19,629   

2014

                 

01/20/2014

     18.5066                                         3,413   

03/10/2014

     17.5000         37,800                 30,240         17,625         4,650   

03/14/2014

     22.6600         31,875                 17,437         15,000         3,675   

03/16/2014

     25.4400         27,400                 21,920         12,760         3,370   

03/26/2014

     18.3400         173,700         105,810         139,950         82,170         21,270   

03/27/2014

     14.5400         171,750         103,500         138,000         81,000         21,150   

03/28/2014

     18.9800         40,150         24,090         32,120         18,700         4,950   

03/30/2014

     25.9500                 12,386                           

09/14/2014

     22.6600         31,875                 17,438         15,000         3,675   

11/11/2014

     17.9533                                 16,875           

12/18/2014

     17.2400                                         19,629   

2015

                 

01/20/2015

     18.5066                                         3,412   

03/10/2015

     17.5000         37,800                 30,240         17,625         4,650   

03/16/2015

     25.4400         27,400                 21,920         12,760         3,370   

03/26/2015

     18.3400         173,700         105,810         139,950         82,170         21,270   

03/27/2015

     14.5400         57,250         34,500         46,000         27,000         7,050   

03/28/2015

     18.9800         40,150         24,090         32,120         18,700         4,950   

03/30/2015

     25.9500                 12,387                           

05/11/2015

     17.9533                                 16,875           

07/20/2015

     18.5066                                         3,413   

09/10/2015

     17.5000         37,800                 30,240         17,625         4,650   

12/18/2015

     17.2400                                         6,543   

2016

                 

03/16/2016

     25.4400         27,400                 21,920         12,760         3,370   

03/26/2016

     18.3400         57,900         35,270         46,650         27,390         7,090   

03/27/2016

     14.5400         57,250         34,500         46,000         27,000         7,050   

03/28/2016

     18.9800         40,150         24,090         32,120         18,700         4,950   

03/30/2016

     25.9500                 12,387                           

09/16/2016

     25.4400         27,400                 21,920         12,760         3,370   

09/30/2016

     25.9500                 12,387                           

12/18/2016

     17.2400                                         6,543   

 

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Vesting Date

   Exercise
Price ($)
     Number of Shares Underlying Vesting Awards  
      Brian  L.
Roberts
     Michael J.
Angelakis
     Stephen B.
Burke
     David L.
Cohen
     Arthur R.
Block
 

2017

                 

03/26/2017

     18.3400         57,900         35,270         46,650         27,390         7,090   

03/27/2017

     14.5400         57,250         34,500         46,000         27,000         7,050   

03/28/2017

     18.9800         40,150         24,090         32,120         18,700         4,950   

09/28/2017

     18.9800         40,150         24,090         32,120         18,700         4,950   

12/18/2017

     17.2400                                         6,543   

2018

                 

03/26/2018

     18.3400         57,900         35,270         46,650         27,390         7,090   

03/27/2018

     14.5400         57,250         34,500         46,000         27,000         7,050   

09/27/2018

     14.5400         57,250         34,500         46,000         27,000         7,050   

12/18/2018

     17.2400                                         6,543   

2019

                 

03/26/2019

     18.3400         57,900         35,270         46,650         27,390         7,090   

06/18/2019

     17.2400                                         6,543   

09/26/2019

     18.3400         57,900         35,270         46,650         27,390         7,090   

 

(7) Vesting dates for each outstanding RSU and performance-based RSU for the named executive officers are as follows:

 

Vesting Date

 

Award Type

   Number of Shares Underlying Vesting Awards  
     Brian  L.
Roberts
     Michael J.
Angelakis
     Stephen B.
Burke
     David L.
Cohen
     Arthur R.
Block
 

2011

  

01/18/2011   Performance RSU              174,015         348,030                 14,724   
01/20/2011   RSU                                      10,500   
03/10/2011   Performance RSU      110,550                 88,440         51,425           
03/10/2011   RSU                                      14,820   
03/16/2011   Performance RSU(a)      62,460                 49,968         29,100           
03/16/2011   RSU                                      3,840   
03/20/2011   Performance RSU                                      3,540   
03/27/2011   Performance RSU      58,500         36,000         47,250         27,750         7,110   
03/28/2011   Performance RSU      41,400         24,840         33,120         19,290           
03/28/2011   RSU                                      5,085   
03/30/2011   Performance RSU(a)              28,242                           
04/26/2011   Performance RSU      47,205         28,755         38,025         22,335         5,775   
07/04/2011   Performance RSU              168,635         337,270                   
2012                 
01/18/2012   Performance RSU                                      14,724   
03/16/2012   Performance RSU      83,280                 66,624         38,800           
03/16/2012   RSU                                      10,240   
03/20/2012   Performance RSU                                      3,540   
03/26/2012   Performance RSU      47,205         28,755         38,025         22,335         5,775   
03/27/2012   Performance RSU      58,500         36,000         47,250         27,750         7,110   
03/28/2012   Performance RSU      41,400         24,840         33,120         19,290           
03/28/2012   RSU                                      5,085   
03/30/2012   Performance RSU              37,656                           
2013                 
01/18/2013   Performance RSU                                      14,724   
03/20/2013   Performance RSU                                      3,540   
03/26/2013   Performance RSU      47,205         28,755         38,025         22,335         5,775   
03/27/2013   Performance RSU      58,500         36,000         47,250         27,750         7,110   
03/28/2013   Performance RSU      110,400         66,240         88,320         51,440           
03/28/2013   RSU                                      13,560   
2014                 
01/18/2014   Performance RSU                                      14,724   
03/20/2014   Performance RSU                                      9,440   
03/26/2014   Performance RSU      47,205         28,755         38,025         22,335         5,775   
03/27/2014   Performance RSU      156,000         96,000         126,000         74,000         18,960   
2015                 
01/18/2015   Performance RSU                                      39,264   
03/26/2015   Performance RSU      125,880         76,680         101,400         59,560         15,400   

 

  (a) The performance conditions applicable to these RSUs, which were granted in 2007, were not achieved at target in 2010. Accordingly, only 67% of these RSUs will vest in 2011. The 33% of these RSUs that will not vest in 2011 will be carried forward as unvested RSUs and may vest in 2012 if performance goals are met in such year.

 

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(8) The performance conditions applicable to the following unvested performance-based RSUs granted in 2006 were not achieved in 2010: Mr. Roberts (55,275), Mr. Burke (44,220) and Mr. Cohen (25,713). Accordingly, as of December 31, 2010, these RSUs would not vest in 2011, were permanently forfeited and are not included as outstanding awards in this table.

Option Exercises and Stock Vested in 2010

The following table provides information, for each of our named executive officers, on the number of shares of Class A common stock resulting from the vesting of stock awards in the form of RSUs and the value realized before payment of any applicable withholding tax. None of our named executive officers exercised any stock options during 2010.

 

     Option Awards    Stock Awards

Name

   Number of Shares
Acquired on Exercise (#)
   Value Realized on
Exercise ($)
   Number of Shares
Acquired on Vesting (#)
   Value Realized on
Vesting ($)

Brian L. Roberts

         99,900    $1,839,186

Michael J. Angelakis

         60,840      1,120,126

Stephen B. Burke

         80,370      1,479,656

David L. Cohen

         93,315      1,866,046

Arthur R. Block

         40,770         723,587

Nonqualified Deferred Compensation in and as of 2010 Fiscal Year-End

The table below provides information on the nonqualified deferred compensation of our named executive officers in and as of the end of 2010.(1)

 

Name

   Executive
Contributions in
Last FY ($)(2)
   Registrant
Contributions in
Last FY ($)(3)
   Aggregate
Earnings in Last
FY ($)(4)
   Aggregate
Withdrawals/

Distributions  ($)(5)
  Aggregate
Balance at Last
FYE  ($)(6)

Brian L. Roberts

   $7,410,814    $3,000,000    $4,820,613    $  (3,000,000)   $45,824,409

Michael J. Angelakis

     2,473,198      1,500,000      2,837,388                    —     26,950,273

Stephen B. Burke

                 —      2,000,000      5,769,250    (20,393,291)     35,095,090

David L. Cohen

       655,617         911,630      1,391,359                    —     13,116,858

Arthur R. Block

       949,696                  —      1,297,935                    —     12,339,452

 

(1) Amounts in this table have been deferred under our deferred compensation plans. Eligible employees and directors may elect to participate in these plans. Employees may defer any cash compensation they receive, other than sales commissions or other similar payments, and nonemployee directors may defer any compensation they receive for services as a director, whether paid in stock or in cash. Amounts credited to each participant’s account will generally be deemed invested in an income fund, which is credited at the annual rate applicable at the time of the participant’s deferral (which is currently 12%) for so long as the individual is employed by, or is providing services to, us. Following such time, any amounts remaining deferred in the income fund are credited with interest at the prime rate plus 1%, unless the Compensation Committee provides for a different rate. Nonemployee directors who have elected to defer the receipt of shares as described in the “Director Compensation for 2010” table on page 71 will have these amounts initially deemed invested in our stock fund. Compensation earned on or before December 31, 2004 was required to be deferred for a minimum of one year, with any redeferral required to be for a minimum of two years. Compensation earned on or after January 1, 2005 is required to be deferred for a minimum of two years, with any redeferral required to be for a minimum of five years. In either case, the maximum deferral of the commencement of distributions associated with any individual election is ten years.

 

(2) These amounts are reported as compensation in the “Summary Compensation Table for 2010” on page 54 under the columns “Salary” and “Non-Equity Incentive Plan Compensation.”

 

(3) These amounts are reported as compensation in the “Summary Compensation Table for 2010” on page 54 under the column “All Other Compensation.”

 

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(4) The portion of these amounts that represents interest earned in excess of 120% of the long-term applicable federal rate is reported as compensation in the “Summary Compensation Table for 2010” on page 54 under the column “Change in Pension Value and Nonqualified Deferred Compensation Earnings.”

 

(5) These amounts are distributions made pursuant to deferral elections made under the applicable deferred compensation plan.

 

(6) All amounts contributed by a named executive officer and by us in prior years have been reported in the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent he was a named executive officer for purposes of the SEC’s executive compensation disclosure.

Agreements with Our Named Executive Officers

The following is a description of selected terms of the agreements that we have entered into with our named executive officers, as such terms relate to the compensation reported and described in this proxy statement.

Employment Agreement with Mr. Roberts

On June 30, 2010 and December 31, 2010, we entered into amendments to Mr. Roberts’ employment agreement. The June 30, 2010 amendment extended the term of his employment agreement to June 30, 2011. The December 31, 2010 amendment specified the amount of our contribution to our deferred compensation plans on Mr. Roberts’ behalf for 2011. The following describes Mr. Roberts’ employment agreement as so amended.

Base Salary.    The agreement provides for an annual base salary of $2,500,000 from the inception of the agreement through December 31, 2005. This amount is reviewed annually to determine whether an increase is appropriate for the subsequent calendar year in the term of the agreement. If increased, Mr. Roberts’ salary may not be reduced, except under an overall plan to reduce the compensation of all our senior executive officers. Notwithstanding the foregoing, Mr. Roberts has agreed not to receive an increase in base salary from January 1, 2009 through February 29, 2012.

Annual Bonus.    Mr. Roberts is eligible to receive an annual performance bonus, payable in cash, of a percentage of his base salary for the applicable year. During the term of the agreement, Mr. Roberts’ bonus opportunity, expressed as a percentage of base salary, will be established by the Compensation Committee; however, the applicable target bonus percentage will not be less than 300% if all performance targets are achieved.

Deferred Compensation.    The agreement entitles Mr. Roberts to an annual Company contribution to our deferred compensation plans for each of the calendar years during the term of the agreement. The amounts include $3,000,000 for 2010 and $3,150,000 for 2011.

Perquisites.    The agreement provides for Mr. Roberts to continue to receive those perquisites and fringe benefits in effect at the time of the agreement under our current plans and policies. Since 2006, our named executive officers have been required to pay us for any benefits that would otherwise be considered perquisites.

Employment Agreement with Mr. Angelakis

Base Salary.    Mr. Angelakis’ employment agreement, entered into on December 18, 2009, provides for an annual base salary of $1,682,448 from the inception of the agreement through February 28, 2010. This amount may be increased in connection with any salary increase program offered by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Angelakis’ level. Mr. Angelakis’ salary may not be reduced, other than as part of a salary reduction program effected by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Angelakis’ level. Notwithstanding the foregoing, Mr. Angelakis has agreed not to receive an increase in base salary from January 1, 2009 through February 29, 2012.

 

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Annual Bonus.    Mr. Angelakis is eligible to receive an annual performance bonus, payable in cash, of a percentage of his base salary for the applicable year. During the term of the agreement, Mr. Angelakis’ applicable target bonus percentage will not be less than 300% if all performance targets are achieved.

Other Compensation.    Under the agreement, Mr. Angelakis received two cash bonuses, each of $1,500,000, and two restricted stock unit grants, each having a value of approximately $3,000,000. Vesting under each restricted stock unit grant occurs on the 13th month anniversary of the date of grant, subject generally to continued employment and a performance condition of a year-over-year increase in our free cash flow. One cash bonus and restricted stock unit grant was made following the effective date of the agreement and the other cash bonus and restricted stock unit grant were made on July 2, 2010 and June 4, 2010, respectively. If Mr. Angelakis terminates his employment without good reason or we terminate his employment with cause before July 2, 2011, he must reimburse us for 50% of the amount of the cash bonus granted on July 2, 2010.

Deferred Compensation.    The agreement entitles Mr. Angelakis to an annual Company contribution to our deferred compensation plans for each of the calendar years during the term of the agreement. The amounts are $1,500,000 for 2010; $1,575,000 for 2011; and $1,653,750 for 2012.

Employment Agreement with Mr. Burke

Base Salary.    Mr. Burke’s employment agreement, entered into on December 16, 2009, provides for an annual base salary of $2,243,264 from the inception of the agreement through February 28, 2010. This amount may be increased in connection with any salary increase program offered by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Burke’s level. Mr. Burke’s salary may not be reduced, other than as part of a salary reduction program effected by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Burke’s level. Notwithstanding the foregoing, Mr. Burke has agreed not to receive an increase in base salary from January 1, 2009 through February 29, 2012.

Annual Bonus.    Mr. Burke is eligible to receive an annual performance bonus, payable in cash, of a percentage of his base salary for the applicable year. During the term of the agreement, Mr. Burke’s applicable target bonus percentage will not be less than 300% if all performance targets are achieved.

Other Compensation.    Under the agreement, Mr. Burke received two cash bonuses, each of $3,000,000, and two restricted stock unit grants, each having a value of approximately $6,000,000. Vesting under each restricted stock unit grant occurs on the 13th month anniversary of the date of grant, subject generally to continued employment and a performance condition of a year-over-year increase in our free cash flow. One cash bonus and restricted stock unit grant was made following the effective date of the agreement and the other cash bonus and restricted stock unit grant were made on July 2, 2010 and June 4, 2010, respectively. If Mr. Burke terminates his employment without good reason or we terminate his employment with cause before July 2, 2011, he must reimburse us for 50% of the amount of the cash bonus granted on July 2, 2010.

Deferred Compensation.    The agreement entitles Mr. Burke to an annual Company contribution to our deferred compensation plans for each of the calendar years during the term of the agreement. The amounts are $2,000,000 for 2010; $2,100,000 for 2011; $2,205,000 for 2012; $2,315,250 for 2013; and $2,431,012 for 2014.

Employment Agreement with Mr. Cohen

On December 31, 2010, we entered into an amendment to Mr. Cohen’s employment agreement. The amendment extended the term of his employment agreement to December 31, 2011 and specified the amount of our contribution to our deferred compensation plans on Mr. Cohen’s behalf for 2011. On February 22, 2011, we entered into a new employment agreement with Mr. Cohen. The agreement secures Mr. Cohen’s employment with our company through December 31, 2015. The following describes Mr. Cohen’s new employment agreement.

Base Salary.    The agreement provides for Mr. Cohen’s base salary to remain at its current annual rate of $1,337,994 from the inception of the agreement through February 28, 2012. This amount may be increased in connection with any salary increase program offered by us during the term of the agreement, on a basis

 

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consistent with that applicable to other employees at Mr. Cohen’s level. Mr. Cohen’s salary may not be reduced, other than as part of a salary reduction program effected by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Cohen’s level. Notwithstanding the foregoing and the terms otherwise set forth in Mr. Cohen’s prior employment agreement, Mr. Cohen has agreed not to receive an increase in base salary from January 1, 2009 through February 29, 2012.

Annual Bonus.    Mr. Cohen is eligible to receive an annual performance bonus, payable in cash, of a percentage of his base salary for the applicable year. During the term of the agreement, Mr. Cohen’s applicable target bonus percentage will not be less than 200% if all performance targets are achieved. Under Mr. Cohen’s prior agreement, his applicable target bonus percentage was not less than 125% if all performance targets were achieved.

Other Compensation.    Under the agreement, Mr. Cohen received two cash bonuses, each of $1,500,000, and two restricted stock unit grants, each having a value of approximately $1,000,000. One cash bonus and restricted stock unit grant were made on March 11, 2011, and the other cash bonus and restricted stock unit grant will be made as soon as practicable following January 1, 2012. The restricted stock unit grants immediately vest upon their respective grant date.

Deferred Compensation.    The agreement entitles Mr. Cohen to an annual Company contribution to our deferred compensation plans for each of the calendar years during the term of the agreement. The amounts are $1,050,000 for 2012; $1,102,500 for 2013; $1,157,625 for 2014; and $1,215,506 for 2015. Under Mr. Cohen’s prior agreement, the amounts included $911,630 for 2010 and $1,000,000 for 2011.

Employment Agreement with Mr. Block

Base Salary.    Mr. Block’s employment agreement, entered into on December 16, 2009 and amended on January 26, 2010, provides for an annual base salary of $900,000 from the inception of the agreement through February 28, 2011. This amount may be increased in connection with any salary increase program offered by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Block’s level. Mr. Block’s salary may not be reduced, other than as part of a salary reduction program effected by us during the term of the agreement, on a basis consistent with that applicable to other employees at Mr. Block’s level.

Annual Bonus.    Mr. Block is eligible to receive an annual performance bonus, payable in cash, of a percentage of his base salary for the applicable year. During the term of the agreement, Mr. Block’s applicable target bonus percentage will not be less than 100% if all performance targets are achieved.

Other Compensation.    Under the agreement, Mr. Block received a stock option grant having a value of approximately $692,163 and a restricted stock unit grant having a value of approximately $1,692,163, with vesting generally subject to continued employment over a period of ten years in the case of the stock option grant and five years in the case of the restricted stock unit grant, and with vesting under the restricted stock unit grant additionally subject to a performance condition of a year-over-year increase in our free cash flow.

Noncompetition and Confidentiality

Each of our named executive officers is subject to noncompetition covenants. Under the agreements, each has agreed not to compete with us during his employment and, in the event his employment terminates other than by us without cause or by him with good reason, for one year after termination of his employment. If we have not renewed the executive’s employment agreement and he terminates his employment after the end of the initial term of the agreement (other than for good reason), we may elect to have the noncompetition provisions apply in exchange for providing him with one year’s base salary and bonus. Each of our named executive officers has also agreed not to solicit our employees or customers for one year after termination of his employment. Further, as Messrs. Cohen and Block are each attorneys, each may engage in the practice of law.

 

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Each of our named executive officers is subject to confidentiality covenants. Each has agreed to maintain the confidentiality of our information and not to use such information, except for our benefit, at all times during and after his employment with us.

Potential Payments upon Termination or Change in Control

The table below describes the payments and benefits to which each of our named executive officers would have been entitled (i) had his employment terminated on December 31, 2010 (a) by us without cause or by him with good reason, (b) because of his death, (c) due to his disability or (d) upon his retirement or (ii) upon a change in control. In addition to the specific payments and benefits described below for each named executive officer, our named executive officers also would have been entitled to receive any benefits due under the terms of our benefit plans and programs, including our deferred compensation plans described in further detail in the “Nonqualified Deferred Compensation in and as of 2010 Fiscal Year-End” table on page 63. All amounts are estimates only, and actual amounts will vary depending upon the facts and circumstances applicable at the time of the triggering event.

 

Name

  Base Salary
Continuation
($)
    Annual Cash
Bonus
Continuation
($)
    Accrued
Annual
Cash Bonus
($)
    Acceleration
and
Exercisability
of Unvested
Stock
Options
($)(1)
    Acceleration
of Unvested
RSUs
($)(1)
    Deferred
Compensation
Contributions
($)
    Health
Benefit
Continuation
($)
    Total
($)
 

Brian L. Roberts

               

Without Cause/With Good Reason(2)

    $  5,601,522        $  8,402,283        $8,402,283        $              —        $              —        $3,150,000        $  25,248        $  25,581,336   

Death(3)

                  8,402,283        17,044,903        25,286,701               580,704