DEF 14A 1 d162753ddef14a.htm DEF 14A DEF 14A
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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)  

Proposed maximum aggregate value of transaction:

     

  (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 2016 Annual Meeting of Shareholders of Comcast Corporation

 

Date:

   May 19, 2016  

Time:

   Online check-in begins:     9:45 a.m. Eastern Time
   Meeting begins:    10:00 a.m. Eastern Time

Place:

   Meeting live via the Internet — please visit: www.virtualshareholdermeeting.com/comcast2016

Purposes:

  

•   Elect directors

 

•   Ratify the appointment of our independent auditors

 

•   Approve our 2002 Restricted Stock Plan, as amended and restated

 

•   Approve our 2003 Stock Option Plan, as amended and restated

 

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

 

•   Approve the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as amended and restated

 

•   Vote on four shareholder proposals

 

•   Conduct other business if properly raised

All shareholders are cordially invited to attend a virtual annual meeting of shareholders, conducted via live webcast. We are excited to embrace cutting edge, virtual meeting technology that we believe will provide expanded shareholder access and participation, improved communications and, over time, cost savings for our shareholders and company. During the virtual meeting, you may ask questions and will be able to vote your shares electronically (except with respect to shares held in the Comcast Corporation Retirement-Investment Plan or the Comcast Spectacor 401(k) Plan, which must be voted prior to the meeting). To participate in the annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We encourage you to allow ample time for online check-in, which will begin at 9:45 a.m. Eastern Time. Please note that you will not be able to attend the annual meeting in person.

Only shareholders of record on March 10, 2016 may participate and vote at the meeting. If the meeting is adjourned because a quorum is not present, then, at the reconvened meeting, shareholders who attend the meeting will constitute a quorum for the purpose of acting upon the matters presented at that 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 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 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 2015 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, and the attached proxy statement is being made available, to our shareholders beginning on or about April 8, 2016.

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

 

April 8, 2016  

LOGO

 

ARTHUR R. BLOCK

Secretary


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TABLE OF CONTENTS

 

     Page  

General Information

     1   

Voting Securities and Principal Holders

     5   

About Our Board and Its Committees

     9   

Proposal 1:  Election of Directors

     17   

Proposal 2:  Ratification of the Appointment of Our Independent Auditors

     22   

Proposal 3:  Approval of our 2002 Restricted Stock Plan, as Amended and Restated

     24   

Proposal 4:  Approval of our 2003 Stock Option Plan, as Amended and Restated

     30   

Proposal 5:   Approval of the Comcast Corporation 2002 Employee Stock Purchase Plan, as Amended and Restated

     36   

Proposal 6:   Approval of the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as Amended and Restated

     39   

Shareholder Proposals

     42   

Executive Compensation

     51   

Compensation Discussion and Analysis

     51   

Compensation Committee Report

     72   

Compensation Committee Interlocks and Insider Participation

     72   

Summary Compensation Table for 2015

     73   

Grants in 2015 of Plan-Based Awards

     75   

Outstanding Equity Awards at 2015 Fiscal Year-End

     77   

Option Exercises and Stock Vested in 2015

     80   

Nonqualified Deferred Compensation in and as of 2015 Fiscal Year-End

     81   

Agreements with Our Named Executive Officers

     83   

Potential Payments upon Termination or Change in Control

     87   

Equity Compensation Plan Information

     90   

Director Compensation

     91   

Related Party Transaction Policy and Certain Transactions

     93   

Shareholder Proposals for Next Year

     95   

Solicitation of Proxies

     95   

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

     95   

Important Notice Regarding Delivery of Shareholder Documents

     96   

Appendix A: 2002 Restricted Stock Plan, as Amended and Restated

     A-1   

Appendix B: 2003 Stock Option Plan, as Amended and Restated

     B-1   

Appendix C: Comcast Corporation 2002 Employee Stock Purchase Plan, as Amended and Restated

     C-1   

Appendix D: Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as Amended and Restated

     D-1   

Appendix E: Reconciliations of Non-GAAP Financial Measures

     E-1   

*                         *                        *

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 19, 2016: Our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 are available at www.proxyvote.com.


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LOGO

PROXY STATEMENT

GENERAL INFORMATION

Who May Vote

Holders of record of Class A and Class B common stock of Comcast Corporation (“Comcast,” the “Company,” “our,” “we” or “us”) at the close of business on March 10, 2016 may vote at the annual meeting of shareholders. The Notice of Internet Availability of Proxy Materials (the “Notice”) is being mailed, and this proxy statement is being made available, to our shareholders beginning on or about April 8, 2016.

How to Vote

You may vote at the virtual 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 (except with respect to shares held in the Comcast Corporation Retirement-Investment Plan or the Comcast Spectacor 401(k) Plan, which must be voted before the meeting as described in the section immediately below).

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.

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

 

   

Via the Internet:  Go to www.proxyvote.com or scan the QR code on your Notice or proxy card with a smartphone or tablet, and then 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 your broker, brokerage firm, bank or other nominee provided to you 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 Time on May 18, 2016.

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 our amended and restated 2002 Restricted Stock Plan, (d) the approval of our amended and restated 2003 Stock Option Plan, (e) the approval of the amended and restated Comcast Corporation 2002 Employee Stock Purchase Plan and (f) the approval of the amended and restated Comcast-NBCUniversal 2011 Employee Stock Purchase Plan; and (ii) against each of the 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, the respective plan trustee will vote your shares as you specify on your proxy card. If you hold Class A common shares in the Comcast Corporation Retirement-

 

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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 12, 2016.

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. In compliance with this e-proxy process, on or about April 8, 2016, we mailed to our shareholders of record and beneficial owners the Notice 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 are able to access the proxy materials on the website referred to in the Notice 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 in the Notice. By participating in the e-proxy process, we reduce the impact of our annual meeting of shareholders on the environment and save money on the cost of printing and mailing documents to you. See “Electronic Access to Proxy Materials and Annual Report on Form 10-K” below for further information on electing to receive proxy materials electronically.

Matters to Be Presented

We are not aware of any matters to be presented at the meeting 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 at the virtual meeting.

Attending and Voting at the Meeting

We are excited that this year’s annual meeting will be a virtual meeting of shareholders using cutting edge technology, conducted via live webcast. All shareholders of record on March 10, 2016 are invited to attend and participate at the meeting. We believe that a virtual meeting will provide expanded shareholder access and participation, improved communications and, over time, cost savings for our shareholders and our company.

To attend the meeting and submit your questions during the meeting, please visit www.virtualshareholdermeeting.com/comcast2016. To participate in the annual meeting, you will need the 16-digit control number included on your Notice or on your proxy card.

You will be able to vote your shares electronically at the annual meeting, other than shares held in the Comcast Corporation Retirement-Investment Plan or the Comcast Spectacor 401(k) Plan, which must be voted prior to the meeting.

 

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If you have any technical difficulties or any questions regarding the virtual meeting website, we are ready to assist you. Please call 1-855-449-0991 (toll-free) or 1-720-378-5962 (toll line).

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 participate in the meeting. To ensure the meeting is conducted in a manner that is fair to all shareholders, the Chairman (or such person designated by our Board) may exercise broad discretion in recognizing shareholders who wish to participate, the order in which questions are asked and the amount of time devoted to any one question. A copy of these rules will be available at the virtual meeting.

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 or scan the QR code on your Notice or proxy card with a smartphone or tablet.

 

   

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

Shareholder Engagement

We have always maintained a very active and broad-based investor relations outreach program to solicit input on a variety of topics related to our business and strategy. Over the course of a year, our investor relations team and some of our named executive officers and other key employees typically meet with several hundred investors through investor roadshows, conferences and phone conversations.

Over the past few years, we have expanded our traditional investor relations outreach program to include in-person and telephonic governance road shows. In 2015, we met with over 20 of our top institutional investors, representing approximately 40% of our outstanding shares of Class A common stock, as well as with other investors who sought to engage with us on governance matters. Nearly all of these meetings included at least one of our named executive officers, and in certain circumstances, at least one of our independent directors. This dialogue provides an opportunity to discuss governance matters generally, including our directors’ skills, our capitalization and board structures, and our approach to compensation matters, including the linkage between pay and performance and our compensation program’s alignment to our shareholders’ interests. Through these discussions, some of our shareholders have suggested that we consider certain changes or additional disclosures. Below are some of the changes and additional disclosures we have made to date as a result of these discussions:

 

   

Our Compensation Committee over the past three years has been increasing the quantitative portion of our named executive officers’ target annual cash bonus from 20% or 40% in 2013, to 67% in 2014, to 75% or 85% in 2015, depending on the executive.

 

   

We have added to the duties of our Lead Independent Director, including that he has the ability to schedule meetings of independent directors, presides at all meetings where the Chairman is not present and has the opportunity to provide input on meeting agendas and schedules.

 

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We increased the stock ownership requirement of our Chairman and CEO, Mr. Brian L. Roberts, from needing to own shares of our common stock worth 5x to 10x of his base salary.

 

   

We have enhanced various disclosures relating to our Board and directors, including adding a director skills matrix, providing information about our Board and committee evaluation process and stating the average tenure of our independent directors. We also have added disclosure that the Board and Governance and Directors Nominating Committee consider a director’s tenure in making independence determinations.

 

   

We have enhanced the disclosure in our Audit Committee Report to provide additional information on our independent auditors and responsibilities of the Audit Committee.

Our Board has established 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 Lead Independent Director, to any other particular director, to the independent or nonemployee directors or to any committee of the Board or other group of directors, 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 or the relevant director(s), committee(s) or group of directors based on the subject matter of the communication.

 

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VOTING SECURITIES AND PRINCIPAL HOLDERS

OUTSTANDING SHARES AND VOTING RIGHTS

At the close of business on March 10, 2016, the record date, we had outstanding 2,415,871,794 shares of Class A 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 0.1173 votes per share and each holder of Class B common stock is entitled to 15 votes per share.

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 by proxy or by attending the virtual meeting. 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. Withheld votes in regard to the election of directors, abstentions 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 March 1, 2016 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.

          55 East 52nd Street

          New York, NY 10055

     154,705,528 (1)      6.3

Class A common stock

  

          The Vanguard Group

          100 Vanguard Blvd.

          Malvern, PA 19355

     141,619,264 (2)      5.8

Class A common stock

  

          Capital World Investors

          333 South Hope Street

          Los Angeles, CA 90071

    
134,907,439
(3) 
    5.5

Class B common stock

  

          Brian L. Roberts

          One Comcast Center

          Philadelphia, PA 19103

     9,444,375 (4)      100.00

 

(1) This information is based upon a Schedule 13G filing with the SEC on February 10, 2016 made by BlackRock, Inc. setting forth information as of December 31, 2015.

 

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(2) This information is based upon a Schedule 13G filing with the SEC on February 11, 2016 made by The Vanguard Group setting forth information as of December 31, 2015.

 

(3) This information is based upon a Schedule 13G filing with the SEC on February 12, 2016 made by Capital World Investors setting forth information as of December 31, 2015.

 

(4)

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 descendants 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. For information regarding Mr. Brian L. Roberts’ beneficial ownership of Class A common stock, see the table immediately below, “Security Ownership of Directors, Nominees and Executive Officers,” including footnote (12) to the table.

SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

This table sets forth information as of March 1, 2016 about the amount of common stock beneficially owned by (i) our current directors (all of whom are also nominees for director, except for J. Michael Cook, who has reached our mandatory retirement age), (ii) the named executive officers listed in “Executive Compensation — Summary Compensation Table for 2015” and (iii) our directors and executive officers as a group. No shares of common stock held by our directors or executive officers are held in margin accounts or have been hedged or pledged.

 

    Amount Beneficially Owned(1)      Percent of Class  

Name of Beneficial Owner

  Class A(2)     Class B      Class A(2)     Class B  

Michael J. Angelakis

    714,556 (3)      –             *          

Kenneth J. Bacon

    23,240        –             *          

Madeline S. Bell

    3,674 (4)      –             *          

Sheldon M. Bonovitz

    132,634 (5)      –             *          

Edward D. Breen

    62,682 (6)      –             *          

Stephen B. Burke

    1,981,207 (7)      –             *          

Michael J. Cavanagh

    1,350        –             *          

David L. Cohen

    2,806,705 (8)      –             *          

Joseph J. Collins

    174,732 (9)      –             *          

J. Michael Cook

    60,322 (10)      –             *          

Gerald L. Hassell

    58,275        –             *          

Jeffrey A. Honickman

    133,547 (11)      –             *          

Eduardo G. Mestre

    51,257        –            *          

Brian L. Roberts

    13,925,035 (12)      9,444,375(13)          *        100 %(13) 

Johnathan A. Rodgers

    26,475        –             *          

Dr. Judith Rodin

    74,889        –             *          

Neil Smit

    1,366,555        –             *          

All directors and executive officers as a group (18 persons)

    21,278,341        9,444,375             *        100

 

* 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”).

 

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(2) Includes beneficial ownership of the following number of shares for which the following persons hold options exercisable on or within 60 days of March 1, 2016: Mr. Angelakis, 428,537; Mr. Burke, 1,421,990; Mr. Cohen, 2,035,210 (332,640 of which are held by family trusts); Mr. Roberts, 4,582,650; Mr. Smit, 1,169,790; and all executive officers as a group, 9,497,297.

 

     Includes beneficial ownership of the following number of shares underlying restricted stock units (“RSUs”) held by the following persons that vest on or within 60 days of March 1, 2016: Mr. Angelakis, 127,690; Mr. Burke, 148,023; Mr. Cohen, 108,035; Mr. Roberts, 90,000; Mr. Smit, 105,550; and all executive officers as a group, 493,258.

 

     Includes the following number of share equivalents that will be paid at a future date in cash and/or stock pursuant to an election made under our restricted stock plan for the following persons: Mr. Bacon, 6,640; Ms. Bell, 2,174; Mr. Bonovitz, 17,387; Mr. Breen, 6,299; Mr. Collins, 58,061; Mr. Cook, 21,180; Mr. Hassell, 47,810; Mr. Honickman, 59,137; Mr. Mestre, 23,606; Mr. Roberts, 94,708; Mr. Rodgers, 5,772; and Dr. Rodin, 59,307.

 

     Includes the following number of share equivalents that will be paid at a future date in stock under our deferred compensation plans for the following persons: Mr. Breen, 3,794; Mr. Collins, 14,672; Mr. Cook, 3,805; Mr. Hassell, 10,465; Mr. Honickman, 13,691; Mr. Mestre, 5,151; Mr. Rodgers, 720; and Dr. Rodin, 8,558.

 

(3) As of January 1, 2016, Mr. Angelakis became the Chief Executive Officer of Atairos Group, Inc., a new strategic company formed by us and Mr. Angelakis. Amount includes 48,551 shares held by a family trust of which he is a trustee; and 109,778 shares owned by a charitable foundation of which he and his spouse are trustees.

 

(4) Includes 1,300 shares held jointly by her and her spouse and 200 shares held by her spouse.

 

(5) Includes 72 shares held by a testamentary trust of which he is a trustee; 3,000 shares owned by a family trust of which he is a trustee; 88,127 shares owned by family partnerships; and 15,714 shares owned by a charitable foundation of which his spouse is a trustee.

 

(6) Includes 47,801 shares held by grantor retained annuity trusts of which he is a trustee.

 

(7) Includes 12,031 shares held by a charitable foundation of which he and his spouse are trustees.

 

(8) Includes 372,646 shares owned in family trusts; 100,240 shares held by grantor retained annuity trusts of which he is a trustee; and 32,365 shares owned by a charitable foundation controlled by him, his spouse and his children.

 

(9) Includes 102,000 shares held by grantor retained annuity trusts of which he is a trustee.

 

(10) Mr. Cook has reached our mandatory retirement age and is not standing for re-election to the Board at the annual meeting. Amount includes 2,425 shares owned by his spouse and 4,905 shares held jointly by him and his spouse.

 

(11) Includes 10,000 shares held by a grantor trust of which he is a trustee and 77 shares owned by his daughters.

 

(12) Includes 275,522 shares owned by his spouse; 240 shares owned by his daughter; 312,420 shares owned by a family charitable foundation of which his spouse is a trustee; 88,550 shares owned in our retirement-investment plan; 6,856,323 shares owned by a limited liability company of which he is the managing member; and 699,298 shares owned by certain family trusts. 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 into Class A common stock, he would beneficially own 23,369,410 shares of Class A common stock, representing approximately 1% of the Class A common stock.

 

(13) See footnote (4) under “— Principal Shareholders” above.

 

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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, 2015 through December 31, 2015 were made on a timely basis, other than a late Form 4 filed on behalf of our late founder and director, Mr. Ralph J. Roberts, which, although timely filed to reflect a distribution of previously deferred shares, inadvertently omitted the related shares withheld for taxes, and late Form 5s filed on behalf of Messrs. Sheldon M. Bonovitz and Ralph J. Roberts to report gifts of stock; all of such transactions were subsequently reported.

 

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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 2015, there were nine meetings of our Board and a total of 18 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 2015, our independent directors held executive sessions following all five of our regularly scheduled Board meetings and most regularly scheduled meetings of its committees.

We require our directors to attend the annual meeting of shareholders, barring unusual circumstances. Each director then in office attended the 2015 annual meeting of shareholders.

 

Board Leadership Structure

Our Board regularly reviews our 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 in carrying out our strategic initiatives and confronting our challenges. He serves as an effective 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.

 

  Our Board believes that Board independence and oversight of management are effectively maintained through the Board’s composition, where, if following the annual meeting all of our director nominees are elected, over 80% of our directors will be independent; through our Audit, Compensation and Governance and Directors Nominating Committees, which are composed entirely of independent directors; and through our Lead Independent Director, who, among other duties and as more fully described immediately below, presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors.

 

Lead Independent Director

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

 

   

presides at any meetings of the Board at which the Chairman is not present;

 

   

facilitates communication between the Chairman and the independent directors, and communicates periodically as necessary 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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consults with our independent directors concerning the need for an executive session in connection with each regularly scheduled Board meeting;

 

   

has authority to schedule meetings of the independent directors, including executive sessions of the independent directors;

 

   

reviews and has the opportunity to provide input on meeting agendas and meeting schedules for the Board;

 

   

with the Compensation Committee, organizes the annual Board evaluation of the performance of our Chief Executive Officer and senior management; and

 

   

with the Governance and Directors Nominating Committee, reviews and approves the process for the annual self-assessment of our Board and its committees.

 

  The role of Lead Independent 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.

 

Board and Committee Evaluations

Each year, our Board and each of its committees perform a self-assessment to evaluate their effectiveness. As part of these assessments, each director completes a detailed questionnaire for the Board and any committees on which he or she serves. The questionnaire seeks answers to questions based on numerical ratings and also seeks qualitative comments on each question and any other general comments. The Governance and Directors Nominating Committee and Lead Independent Director review and approve the process and the questionnaires to be used, with outside counsel also reviewing the questionnaires. The results of the assessments are compiled anonymously, with the average numerical response and any qualitative responses to each question, as well as a general summary of the results, being reviewed and discussed at the Board and the Governance and Directors Nominating Committee (as it relates to both the Board and all committees) and each other committee (as it relates to such committee). The Governance and Directors Nominating Committee develops action plans for any items that may require follow up.

 

Risk Oversight

While risk management is primarily the responsibility of our management, for the reasons set forth below, 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.

 

   

Periodically throughout the year, our management, with involvement and input from our Board, performs a companywide enterprise risk management assessment and identifies the significant strategic, operational, financial and legal risk areas for our Board’s oversight. Our management

 

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reports annually to the Audit Committee and the Board on the results of this assessment. Our executive management committee, which is composed of Messrs. Roberts, Cavanagh, Burke, Smit and Cohen, has the overall responsibility for, 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 monitor and manage them.

 

   

Our Audit Committee oversees our processes and practices with respect to the enterprise risk management assessment, and one of our independent directors reviews the results of this process with management before management presents any reports to the Audit Committee and the Board. In addition, our Audit Committee reviews our policies and practices with respect to financial risk assessment and management, including our major financial risk exposures and the steps taken to monitor and manage such exposures.

 

   

Our Compensation Committee considers the risks associated with our compensation policies and practices with respect to executive compensation and compensation matters generally.

 

   

Our Governance and Directors Nominating Committee oversees risks as they relate to our compliance, cybersecurity and business resiliency programs.

 

   

Throughout the year, in conjunction with its regular business presentations to the Board and its committees, management also highlights any significant relevant risks and exposures.

 

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, the Board discusses succession planning for our CEO and the remainder of our 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, such as identifying and developing internal candidates. Our corporate governance guidelines also require that our Compensation Committee ensure that we have appropriate succession planning for the remainder of our senior executive management team, and each year, our Board and Compensation Committee discuss succession planning for these executives as well as their respective direct reports.

 

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Compensation Consultant

In December 2015, the independent compensation consultant retained by the Compensation Committee, Hay Group, was acquired by Korn/Ferry International. Korn Ferry Hay Group provides research, analysis and input as to the form and amount of executive and director compensation, which generally includes market research utilizing information derived from proxy statements, surveys and its own consulting experience and insight, as well as the provision of other methodological standards and policies in accordance with its established procedures. This research, analysis and input has been provided to both our Compensation Committee and to management. The Compensation Committee collaborated with Korn Ferry Hay Group to determine and approve the parameters used to conduct the assessment work, including items such as the composition of peer groups, the relevant market statistical reference points within the data (e.g., median) and the elements of compensation. Korn Ferry Hay Group did not determine or recommend the form or amount of compensation of our named executive officers for 2015.

 

  In 2015, we paid Korn Ferry Hay Group approximately $478,000 for services related to executive and director compensation and paid Korn/Ferry International approximately $437,000 for leadership and talent consulting and executive search services.

 

  Our Compensation Committee has determined that Korn Ferry Hay Group’s work for us does not raise any conflicts of interest. Our Compensation Committee reached this determination by reviewing the fees paid to Korn Ferry Hay Group and evaluating its work under applicable SEC and NASDAQ rules on conflicts of interest. This evaluation included considering all of the services provided to us, the amount of fees received as a percentage of Korn Ferry Hay Group’s annual revenue, its policies and procedures designed to prevent conflicts of interest, any business or personal relationships between Korn Ferry Hay Group and the members of our Compensation Committee or executive officers and any ownership of our stock by Korn Ferry Hay Group’s team that provided our executive and director compensation services.

 

  As part of their job responsibilities, certain of our executive officers participate both in gathering and presenting facts related to compensation and benefits matters as requested by the Compensation Committee and in formulating and making recommendations to the Compensation Committee in these areas. These executives, together with our employees who work in the compensation area, also conduct research and consult with compensation consultants, 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.

 

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

 

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retainer. Each nonemployee director has a period of five years following his or her first year of service to reach this ownership requirement. For purposes of this policy, “ownership” does not include any stock held in margin accounts or pledged as collateral for a loan. In addition, “ownership” includes 60% of deferred shares under our restricted stock plan. 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 “Corporate Governance” in the Investors section of our website at www.comcastcorporation.com. All nonemployee directors satisfied the requirements of our stock ownership policy in 2015.

 

Retirement Age/Director Tenure/Director Emeritus Program

Our corporate governance guidelines require that our nonemployee directors who are also independent directors not stand for re-election to the Board after reaching the age of 72. We do not have a director tenure requirement, as we believe our retirement policy and natural turnover achieve the appropriate balance between maintaining longer-term directors with deep institutional knowledge and refreshing the Board with new directors who bring new perspectives and diversity to our Board as longer-term directors retire. Notwithstanding this belief and the fact that our corporate governance guidelines and NASDAQ Global Select Market rules do not deem long-tenured directors to be not independent, our Board reviews director tenure in connection with its director independence determinations. Following the annual meeting if all of our nominees are elected, the average tenure of our independent directors will be 7.7 years. We expect the average tenure of our independent directors to be further reduced in 2017, as Ms. Rodin and Mr. Collins will reach our mandatory retirement age next year.

 

  Our Board has 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. Under the program, the Board may, at its discretion, designate a retiring director as director emeritus 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, 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. Following Mr. Cook’s retirement at the annual meeting as required under our corporate governance guidelines, our Board has requested that he serve, and he has agreed to serve, as a Director Emeritus for a one-year term, effective as of the date of the annual meeting.

 

Corporate Governance Guidelines and Code of Conduct

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,

 

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including our executive officers, and our directors. Both the guidelines and the code of conduct are posted under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.com. We will disclose under “Corporate Governance” in the Investors 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.

 

Director Nominations

Our 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 2017 annual meeting of shareholders, if such meeting is called for a date between April 19, 2017 and June 18, 2017, we must receive written notice on or after January 19, 2017 and on or before February 18, 2017. For election of directors at the 2017 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 also has been filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and is posted on our website under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.com.

 

 

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COMMITTEES OF OUR BOARD

Our Board has four standing committees, each of which has a charter posted under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.com.

The table below provides membership and meeting information for each of these committees.

 

     Audit
Committee
   Compensation
Committee
   Finance
Committee
   Governance and
Directors
Nominating
Committee

Kenneth J. Bacon

                 

Madeline S. Bell

   X                  

Sheldon M. Bonovitz

                 

Edward D. Breen

   Xv             

Joseph J. Collins

   X               Chair

J. Michael Cook1

   Xv             

Gerald L. Hassell

           Chair   

Jeffrey A. Honickman

   Chairv             

Eduardo G. Mestre

   Xv             

Johnathan A. Rodgers

   X                  

Dr. Judith Rodin

   X       Chair          

v Audit Committee Financial Expert

           
Number of Meetings Held in 2015    6       5    2    5

 

1

Mr. Cook has reached our mandatory retirement age and is not standing for re-election to the Board at the annual meeting.

 

Audit Committee

Each member is independent and financially literate for audit committee purposes under NASDAQ Global Select Market rules, and our Board has concluded that Edward D. Breen, J. Michael Cook, Jeffrey A. Honickman and Eduardo G. Mestre qualify as audit committee financial experts.

 

  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.

 

Compensation Committee

Each member 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 Compensation Committee reviews and approves our compensation and benefit programs, ensures the competitiveness of

 

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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, the Compensation Committee performs a review of our compensation philosophy, our executive compensation programs, including any material risks related to our programs, and the performance of our named executive officers. The Compensation Committee’s determinations are reviewed annually by the independent directors. The Compensation Committee also oversees succession planning for our senior management (including our Chief Executive Officer).

 

Finance Committee

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, derivatives risks, equity and debt financings, investments and share repurchase activities.

 

Governance and Directors Nominating Committee

Each member is independent under NASDAQ Global Select Market rules.

 

  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.

 

  The Governance and Directors Nominating Committee also identifies and recommends director nominees. In identifying and evaluating candidates, whether recommended by the committee or by shareholders (as described above), 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.

 

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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 in “Director Biographies.” 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 Board names one.

J. Michael Cook, one of our current directors, has reached our mandatory retirement age under our corporate governance guidelines, and as such, is not standing for re-election to the Board. He will serve as a director emeritus for a one-year term commencing on the date of the annual meeting. The Board will reduce its size from twelve to eleven members, effective as of the date of the annual meeting.

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

INDEPENDENCE DETERMINATIONS

Following the annual meeting of shareholders, if all director nominees are elected to serve as our directors, nine of our eleven directors will be independent. Our Board has determined that each of our nonemployee directors, other than Mr. Bonovitz, who is married to a first cousin of Mr. Brian L. Roberts, is independent in accordance with the director independence definition specified in our corporate governance guidelines, which is posted under “Corporate Governance” in the Investors section of our website at www.comcastcorporation.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 us, including those reported under “Related Party Transaction Policy and Certain Transactions” below. The Board also considered that in the ordinary course of business we have, during the current year and the past three fiscal years, sold products and services to, purchased products and services from, and/or made charitable donations (including by certain of our executive officers) to companies at which some of our directors are currently an executive officer or a significant shareholder. In each case, the amount paid or donated 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. The Board also considered that one of our executive officers serves on the board (but no committees of the board) of a non-profit hospital run by one of our directors. Additionally, although neither of our corporate governance guidelines nor NASDAQ Global Select Market rules deem a long-tenured director not independent, our Board reviewed director tenure in connection with making its independence determinations.

 

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DIRECTOR CHARACTERISTICS

As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board then strives to balance the need to have directors with a variety of experiences and areas of expertise and knowledge, while maintaining appropriate gender and minority representation (approximately 45% of our directors are diverse by gender or race). Our Governance and Directors Nominating Committee has developed a matrix outlining certain specific director qualifications, including those highlighted below, to help ensure that our directors bring to the Board a diversity of experience, qualifications and skills to oversee and address the current issues facing our company.

 

    Video, Internet
or Phone
Industry
  Wireless
Industry
  Media
Industry
  Financial/
Accounting
  Consumer
Products
  Government
Affairs
  Legal   Non-Profit/
Educational/
Philanthropic
  CEO/President/
Executive
Officer
  Diversity
(Gender/
Race)

Kenneth J. Bacon*

              X       X       X   X   X

Madeline S. Bell*

                              X   X   X

Sheldon M. Bonovitz

                          X   X   X    

Edward D. Breen*

  X   X           X               X    

Joseph J. Collins*

  X       X           X           X    

Gerald L. Hassell*

              X   X               X    

Jeffrey A. Honickman*

                  X               X    

Eduardo G. Mestre*

  X   X       X           X       X   X

Brian L. Roberts

  X   X   X                       X    

Johnathan A. Rodgers*

  X       X                       X   X

Dr. Judith Rodin*

                              X   X   X
* Independent Director

DIRECTOR BIOGRAPHIES

 

 

 

Kenneth J. Bacon: Mr. Bacon has been a partner at RailField Partners, a financial advisory and asset management firm, since his retirement from Fannie Mae in March 2012, where he had served as the Executive Vice President of the multifamily mortgage business since July 2005. 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 National Multifamily Housing Council.

 

Qualifications: We believe that Mr. Bacon’s significant experience in government affairs, the financial and housing industries and the non-profit, educational and philanthropic communities renders him qualified to serve as one of our directors.

  

Age: 61

 

Director since: November 2002

 

Current Public Company Directorships:

Ally Financial Inc.

Forest City Enterprises, Inc.

Welltower Inc.

 

 

 

Madeline S. Bell: Ms. Bell is the President and Chief Executive Officer of The Children’s Hospital of Philadelphia (“CHOP”), a top-ranked children’s hospital in the United States. Prior to being promoted to Chief Executive Officer in July of 2015, Ms. Bell served as CHOP’s Chief Operating Officer for eight years. Ms. Bell began her career as a pediatric nurse and moved from a variety of different nursing roles into hospital administration in 1989. Ms. Bell is a fellow of the Philadelphia College of Physicians, Chair-elect of the Children’s Hospital Association, serves on the boards of the University City District, the Schuylkill River Development Corporation, Delaware Valley Healthcare Council, Health Alliance, Solutions for Patient Safety and Greater   

Age: 54

 

Director since: February 2016

 

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Philadelphia Chamber of Commerce and is a member of the Chamber’s CEO Council for Growth. Ms. Bell also serves on the Philadelphia Federal Reserve Bank Economic Advisory Board and the Villanova University College of Nursing Board of Consultors.

 

Qualifications: We believe that Ms. Bell’s experience and leadership of CHOP as noted above and her experience in the non-profit community render her qualified to serve as one of our directors.

  

 

 

 

Sheldon M. Bonovitz: 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 also Chairman of The Fund for the School District of Philadelphia, 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 Free Library of Philadelphia Foundation and the Philadelphia Museum of Art.

 

Qualifications: 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.

  

Age: 78

 

Director since: March 1979

 

 

 

Edward D. Breen: Mr. Breen is the Chairman of the Board and Chief Executive Officer of E.I. du Pont de Nemours and Company; he joined the DuPont board in February 2015, and became its Chief Executive Officer in November 2015. Mr. Breen is also the Chairman of the Board of Tyco International Ltd., where he had been its Chief Executive Officer from July 2002 until September 2012. Prior to joining Tyco International, Mr. Breen was President and Chief Operating Officer of Motorola from January 2002 to July 2002; Executive Vice President and President of Motorola’s Networks Sector from January 2001 to January 2002; Executive Vice President and President of Motorola’s Broadband Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to December 1997, President of General Instrument’s Broadband Networks Group. Mr. Breen is a member of the advisory board of New Mountain Capital, and had previously served as one of our directors from June 2005 until November 2011.

 

Qualifications: 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.

  

Age: 60

 

Director since: February 2014

 

Current Public Company Directorships:

E.I. du Pont de Nemours and Company

Tyco International Ltd.

 

 

 

 

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Joseph J. Collins: 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 Chief Executive Officer of Time Warner Cable.

 

Qualifications: 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 media and entertainment and technology industries and in government affairs, render him qualified to serve as one of our directors.

  

Age: 71

 

Director since: October 2004

 

 

 

Gerald L. Hassell: Mr. Hassell is the Chairman and Chief Executive Officer of The Bank of New York Mellon. 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 a member of the board of trustees of Duke University, a member of the board of visitors of Columbia University Medical Center, a member of the Financial Services Forum, Vice Chairman of Big Brothers/Big Sisters of New York and a member of the boards of the Lincoln Center for the Performing Arts and the National September 11 Memorial & Museum.

 

Qualifications: 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 chief executive officer as noted above, render him qualified to serve as one of our directors.

  

Age: 64

 

Director since: May 2008

 

Current Public Company Directorships:

The Bank of New York Mellon

 

 

 

Jeffrey A. Honickman: Mr. Honickman 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 Dr. Pepper Snapple Bottlers Association. Mr. Honickman is also a member of the board of trustees of Germantown Academy.

 

Qualifications: We believe that Mr. Honickman’s significant experience in the wholesale 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.

  

Age: 59

 

Director since: December 2005

 

 

 

 

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Eduardo G. Mestre: Mr. Mestre has been a Senior Advisor to Evercore Partners Inc., an independent investment banking advisory firm, since April 2014. From February 2012 until April 2014, he was a Senior Managing Director and Chairman of Global Advisory of Evercore Partners, and from October 2004 until February 2012, he was a Vice Chairman of Evercore Partners. 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.

 

Qualifications: We believe that Mr. Mestre’s significant experience and leadership in the investment banking industry, including with respect to the cable, Internet, phone and wireless industries, render him qualified to serve as one of our directors.

  

Age: 67

 

Director since: May 2011

 

Current Public Company Directorships:

Avis Budget Group, Inc.

 

 

 

Brian L. Roberts: Mr. Brian L. Roberts has served as our President since February 1990, as our Chief Executive Officer since November 2002 and as our Chairman of the Board since May 2004. As of December 31, 2015, 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 our late founder, 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 is a director emeritus of CableLabs, the cable industry’s research and development organization.

 

Qualifications: We believe that Mr. Roberts’ extensive experience and leadership in the cable, Internet, phone, media and entertainment 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.

  

Age: 56

 

Director since: March 1988

 

 

 

Johnathan A. Rodgers: Mr. Rodgers was the President and Chief Executive Officer of TV One, a cable network that offers programming targeted for the African American community. Prior to joining TV One, Mr. Rodgers had been the President of Discovery Networks for six years and, prior to that, had worked at CBS, Inc. for twenty years, where he held a variety of executive positions, including President of the CBS Television Stations Division.

 

Qualifications: We believe that Mr. Rodgers’ extensive experience and leadership in the media and entertainment industry, including his experience as a president and chief executive officer as noted above, render him qualified to serve as one of our directors.

  

Age: 70

 

Director since: September 2011

 

Current Public Company Directorships: Nike, Inc.

 

Former Public Company Directorships: The Procter & Gamble Company

 

 

 

Dr. Judith Rodin: Dr. Rodin 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 Laureate, a privately-held company.

 

Qualifications: 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.

  

Age: 71

 

Director since: November 2002

 

Current Public Company Directorships: Citigroup Inc.

 

Former Public Company Directorships: AMR Corporation

 

 

 

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PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT AUDITORS

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors, Deloitte & Touche LLP (“Deloitte”). Deloitte, together with its predecessors, has served as our independent auditors since 1963. The lead engagement partner from Deloitte is required to be rotated every five years, and in 2016, a new lead engagement partner was selected in connection with this rotation process. The process for selection of the new lead engagement partner included a meeting between the Chair of the Audit Committee and the candidate for this role, as well as discussion by the full Audit Committee and meetings with senior management.

Each year, the Audit Committee, along with our management and internal auditors, reviews Deloitte’s performance as part of the Audit Committee’s consideration of whether to reappoint the firm as our independent auditors. As part of this review, the Audit Committee considers (i) the continued independence of Deloitte, (ii) evaluations of Deloitte by our management and internal auditors, (iii) Deloitte’s effectiveness of communications and working relationships with the Audit Committee and our management and internal auditors, (iv) the length of time Deloitte has served as our independent auditors and (v) the quality and depth of Deloitte and the audit team’s expertise and experience in the cable communications and media and entertainment industries in light of the breadth, complexity and global reach of our businesses.

Following the Audit Committee’s review of Deloitte’s performance, the Audit Committee appointed Deloitte to serve as our independent auditors for the year ending December 31, 2016. The Audit Committee and our Board recommend that you ratify this appointment, although your ratification is not required. A partner of Deloitte will be present at the annual meeting 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, the member firms of Deloitte Touche Tohmatsu and their respective affiliates in 2015 and 2014.

 

        2015           2014    
    (in millions)  

Audit fees

      $ 16.4            $ 16.0     

Audit-related fees

    3.9          6.5     

Tax fees

    0.6          0.7     

All other fees

    0.1          –     
 

 

 

   

 

 

 
      $ 21.0            $ 23.2     
 

 

 

   

 

 

 

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.

Audit-related fees in 2014, and to a lesser extent in 2015, include fees paid or accrued for audits in connection with the proposed Time Warner Cable and related Charter Communications transactions, which were terminated in April 2015. Audit-related fees also consisted of fees paid or accrued for attestation services related to contractual and regulatory compliance, audits of our employee benefit plans and financial due diligence services.

Tax fees consisted of fees paid or accrued for domestic and foreign tax compliance services, including review of tax returns, tax examination assistance and an analysis of our tax accounting methods. There were no fees paid or accrued in 2015 and 2014 for tax planning.

Other fees in 2015 consisted of fees paid or accrued for consulting services regarding content security.

 

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PREAPPROVAL POLICY OF AUDIT COMMITTEE OF SERVICES PERFORMED BY INDEPENDENT AUDITORS

The Audit Committee’s policy requires that the committee preapprove all 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 (as used in this section, “we” or “our”) is composed solely of independent directors meeting the requirements of applicable SEC and NASDAQ rules. Each member also is financially literate for audit committee purposes under NASDAQ rules, and the Board has concluded that Edward D. Breen, J. Michael Cook, Jeffrey A. Honickman and Eduardo G. Mestre qualify as audit committee financial experts. 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 “Corporate Governance” in the Investors section of Comcast’s website at www.comcastcorporation.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 Comcast’s consolidated financial statements, financial reporting process and internal control over financial reporting. Deloitte & Touche LLP, Comcast’s independent auditors, is responsible for auditing Comcast’s 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, Comcast’s internal auditors 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, consolidated financial statements (including the presentation of non-GAAP financial information) and disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (including critical accounting judgments and estimates) with management, Comcast’s internal auditors and the independent auditors. We also reviewed Comcast’s policies and practices with respect to financial risk assessment, as well as its processes and practices with respect to enterprise risk assessment and management. We discussed with the independent auditors matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, and Rule 2-07, Communication with Audit Committees, of Regulation S-X.

We discussed with the independent auditors the overall scope and plans for their audit and approved the terms of their engagement letter. We also reviewed Comcast’s internal audit plan. We met with the independent auditors and with Comcast’s internal auditors, in each case, with and without other members of management present, to discuss the results of their respective examinations, the evaluations of Comcast’s internal controls and the overall quality and integrity of Comcast’s financial reporting. Additionally, we reviewed the performance, responsibilities, budget and staffing of Comcast’s internal auditors. We also have established, and oversaw compliance with, procedures for Comcast’s receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and its employees’ confidential and anonymous submissions of concerns regarding questionable accounting or auditing matters.

 

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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 also reviewed Comcast’s hiring policies and practices with respect to current and former employees of the independent auditors. We preapproved, in accordance with our preapproval policy described above, all services provided by the independent auditors and considered whether their provision of such services to Comcast is compatible with maintaining the auditors’ independence.

Based on the reviews and discussions referred to above, we recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in Comcast’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC.

In addition, as in prior years, we, along with Comcast’s management and internal auditors, reviewed Deloitte’s performance as part of our consideration of whether to appoint the firm as independent auditors for 2016 and recommend that shareholders ratify this appointment. As part of this review, we considered the continued independence of Deloitte, the results of an evaluation of Deloitte by Comcast’s management and internal auditors, and Deloitte’s effectiveness of communications and working relationships with us, management and the internal auditors. We also considered the period of time that Deloitte has served as Comcast’s independent auditors and evaluated the quality and depth of the firm and the audit team’s expertise and experience in the cable communications and media and entertainment industries in light of the breadth, complexity and global reach of Comcast’s businesses, including those of NBCUniversal. Following this review, we have appointed Deloitte as Comcast’s independent auditors for 2016 and are recommending that Comcast’s shareholders ratify this appointment.

Members of the Audit Committee

J. Michael Cook (Chair until February 22, 2016)

Jeffrey A. Honickman (Chair since February 22, 2016)

Madeline S. Bell (member since February 22, 2016)

Edward D. Breen

Joseph J. Collins

Eduardo G. Mestre

Johnathan A. Rodgers

Dr. Judith Rodin

PROPOSAL 3: 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 in 2003, 2009 and, most recently, in 2011. We have used a substantial portion of the current authorized share pool under the plan for existing awards. As a result, on February 22, 2016, the Compensation Committee approved an amendment to our 2002 Restricted Stock Plan to increase the number of shares available for issuance under the plan by 37,500,000 from 96,500,000 to 134,000,000 and approved an extension of the expiration date of the plan from May 11, 2021 to May 19, 2026, in each case, subject to shareholder approval.

In connection with the approval of the amendment to the plan, our Board and Compensation Committee carefully considered our anticipated future equity needs, our historical equity incentive compensation practices and the advice of the Compensation Committee’s independent compensation consultant. 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.”

 

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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 as described in Proposal 4 below, both of which have been approved by our Compensation Committee, subject to shareholder approval, represent approximately 5.6% of our Class A common shares and Class B common shares outstanding (“CSO”) as of the close of business on December 31, 2015 and March 10, 2016.

 

   

Taken together, awards currently outstanding and available for grant under the plan and our 2003 Stock Option Plan give rise to dilution of 6.6% of CSO as of December 31, 2015. Taken together, our run rate for 2015 (the percentage of CSO that were granted in 2015) was 1.1% of CSO as of December 31, 2015.

 

   

Approximately 13,200 employees received awards as part of our annual award program under the plan in 2015, including almost all exempt employees with an annual base salary of at least $83,000.

 

   

Annual awards granted under the plan in 2015 to our named executive officers were subject to a performance-based vesting metric as discussed in more detail below in “Executive Compensation — Compensation Discussion and Analysis — Compensation Decisions for 2015 — Equity Based Incentive Compensation.”

 

   

The plan incorporates a number of corporate governance best practices to further align our equity compensation program with the interests of our shareholders, including:

 

  ¡   

No “liberal” share recycling.  Shares that are withheld to satisfy any tax withholding obligations may not again be available for issuance under the plan.

 

  ¡   

No “evergreen” feature.  The plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the plan can be increased automatically without shareholder approval.

 

  ¡   

No “liberal” change in control definition.  Our change in control definition does not permit acceleration of equity awards unless an actual change in control occurs (see “Terminating Events” below for our definition of a change in control).

 

  ¡   

Dividend equivalents.  For awards granted under the plan after February 2015, dividend equivalents accrue on shares underlying restricted stock units (“RSUs”) that are payable (without interest) if and when the shares underlying the RSUs vest.

 

   

We have a robust stock ownership policy for our executive officers and other key employees, as well as nonemployee directors. This policy is designed to increase the executives’ ownership stakes in our company and align their interests with the interests of our shareholders. A person who is not in compliance with these guidelines cannot sell or otherwise dispose of any stock until he or she meets the applicable ownership requirement. Information on our stock ownership policy can be found, for our executive officers, below in “Executive Compensation — Compensation Discussion and Analysis — Other Policies and Considerations — Executive Stock Ownership Policy” and for our nonemployee directors, above in “About Our Board and Its Committees — Director Stock Ownership Policy.”

 

   

We have an incentive compensation recoupment (or “clawback”) 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

 

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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 Policies and Considerations — Recoupment (or “Clawback”) Policy.”

In accordance with applicable NASDAQ Global Select Market rules and to satisfy requirements under Section 162(m) of the Internal Revenue 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 37,500,000 shares available for issuance under the plan and the plan will expire on May 11, 2021; the plan will otherwise remain in effect. As a result, following the expiration of the plan, we will be unable to maintain our current equity grant practices, and, therefore, we will be at a significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to our success. We will also be compelled to replace equity incentive awards with cash awards, which may not align the interests of our executives and employees with those of our shareholders as effectively as equity incentive awards.

In addition, in accordance with Section 162(m) of the Internal Revenue 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 to that extent be deductible by us for federal income tax purposes until May 2021. If the plan is not approved, the plan will otherwise remain in effect but, beginning in 2016, 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 A.

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.

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 receive annual awards under the plan is approximately 13,200. Currently, no individual may be awarded more than 2 million 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 96,500,000 shares of Class A common stock, subject to adjustment in the event of certain corporate events. Under the amended plan, the number of shares authorized for issuance is 134,000,000. As of the close of business on December 31, 2015, of the current aggregate amount, 71,721,187 shares had been issued or reserved for issuance under the plan. As of the close of business on December 31, 2015, 24,462,124 RSUs were outstanding under the plan and 24,778,813 RSUs remained available for grant under the plan. Under the amended plan, the number of RSUs available for grant would be 62,278,813. Shares issued under the plan may be either treasury shares or

 

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originally issued shares. Rights to receive shares forfeited pursuant to the terms of an award will be returned to the pool of shares available for grant under the plan. Shares withheld to satisfy tax withholding obligations will not again be available for awards under the plan. As of March 10, 2016, the fair market value of a share of Class A common stock was $58.37.

Term of the Plan.  Currently, no awards may be granted under the plan after May 11, 2021. Under the amended plan, no awards may be granted under the plan after May 19, 2026.

Administration.  The plan is administered by the Compensation Committee. The Compensation 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, prescribe, amend and rescind rules and regulations relating to the plan and make any other determinations necessary or advisable for the administration of the plan. Under the plan, the Compensation Committee may, in its discretion, 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 Senior 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 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 provide, with respect to an award, the right to receive dividends or dividend equivalents. RSUs granted under the plan before March 2015 do not have the right to receive dividend equivalents. RSUs granted on or after March 1, 2015 may include the right to receive dividend equivalents, and RSUs granted after such date have provided that dividend equivalents will accrue on shares underlying RSUs, which are payable (with out interest) if and when the shares underlying the RSUs vest.

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 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

 

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performance period, 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 sets compensation for our nonemployee directors. This 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 $170,000 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 $42,500 to $170,000 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. All awards of RSUs specified in the 2002 Non-Employee Director Compensation Plan are made under the 2002 Restricted Stock Plan such that the awards of RSUs are reflected in the number of shares issued under the 2002 Restricted Stock Plan.

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. The annual interest rate on amounts diversified is equal to that in our 2005 deferred compensation plan, which is currently 9%.

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 a change in control of our company, 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. A change in control means the occurrence of any one or more of the following events (i) following February 22, 2016, any person or “group” (as defined in Section 13(d) of the Exchange Act), other than an employee benefit plan or trust maintained by us, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 30% or more of the combined voting power of our outstanding securities entitled to vote generally in the election of directors, unless a majority of our directors in office immediately preceding the date on which such person or group acquires such beneficial ownership, by resolution negates the effectiveness of this provision in a particular circumstance; (ii) at any time during a period of twelve consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who

 

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either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board; (iii) the consummation of (x) a merger, consolidation, reorganization or similar corporate transaction involving us or any of our subsidiaries with any other corporation or entity, which would result in the combined voting power of securities of our company entitled to vote generally in the election of directors outstanding immediately prior to such merger, consolidation, reorganization or other similar transaction representing (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) less than a majority of the combined voting power of our company or such surviving entity or parent outstanding immediately after such merger, consolidation, reorganization or other similar transaction or (y) any sale, lease, exchange or other transfer of all or substantially all of our assets, in one transaction or a series of related transactions; or (iv) the approval by our shareholders of a liquidation or dissolution of our company.

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 2015.

2015 Restricted Stock Unit Grants under our 2002 Restricted Stock Plan

 

Name and Position                                                                                    

   Number of Shares
Underlying RSUs
 

Brian L. Roberts

     90,000   

Chairman of the Board, President and Chief Executive Officer

  

Michael J. Cavanagh

     291,333   

Chief Financial Officer

  

Stephen B. Burke

     106,820   

Chief Executive Officer, NBCUniversal

  

Neil Smit

     143,409   

Chief Executive Officer, Comcast Cable

  

David L. Cohen

     94,420   

Senior Executive Vice President

  

Michael J. Angelakis

     80,900   

Former Vice Chairman and Chief Financial Officer

  

All executive officers as a group

     751,582   

All nonemployee directors as a group

     27,030   

Company employees other than executive officers, as a group

     8,035,915   

Federal Income Taxation

The following is a general summary under current law of certain U.S. federal income tax consequences to participants who are citizens or individual residents of the United States relating to awards granted under the plan. This summary deals with the general tax principles that apply to such awards and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed.

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

 

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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 Internal Revenue 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 Internal Revenue 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 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 in May 2011, 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 4:  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 in 2003, 2009 and, most recently, in 2011. We have used a substantial portion of the current authorized share pool under the plan for existing awards. As a result, on February 22, 2016, the Compensation Committee approved an amendment to the plan to increase the number of shares available for issuance under the plan by 99,000,000 from 245,000,000 to 344,000,000 and approved an extension of the expiration date of the plan from May 11, 2021 to May 19, 2026, in each case, subject to shareholder approval.

In connection with the approval of the amendment to the plan, our Board and Compensation Committee carefully considered our anticipated future equity needs, our historical equity incentive compensation practices and the advice of the Compensation Committee’s independent compensation consultant. 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.”

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 as described in Proposal 3 above, both of which have been approved by our Compensation Committee, subject to shareholder approval, represent approximately 5.6% of CSO as of the close of business on December 31, 2015 and March 10, 2016.

 

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Taken together, awards currently outstanding and available for grant under the plan and our 2002 Restricted Stock Plan, give rise to dilution of 6.6% of CSO as of December 31, 2015. Taken together, our run rate for 2015 (the percentage of CSO that were granted in 2015) was 1.1% of CSO as of December 31, 2015. As of the close of business on December 31, 2015, 94,313,326 nonqualified stock options were outstanding under the plan, with a weighted average exercise price of $36.63 and a weighted average term of 6.3 years.

 

   

Approximately 9,900 employees received grants under the plan in 2015, including almost all exempt Comcast Cable employees with an annual base salary of at least $83,000.

 

   

For awards with a grant date value of $750,000 or more, 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 awards with a grant date value of less than $750,000, 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.

 

   

The plan incorporates a number of corporate governance best practices to further align our equity compensation program with the interests of our shareholders, including:

 

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No “liberal” share recycling.  Shares that are (i) tendered or withheld to satisfy any tax withholding obligations or as payment of an option exercise price or (ii) repurchased on the open market with the proceeds of the option exercise price, in each case, may not again be available for issuance under the plan.

 

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No “evergreen” feature.  The plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the plan can be increased automatically without shareholder approval.

 

  ¡   

No “liberal” change in control definition.  Our change in control definition does not permit acceleration of options unless an actual change in control occurs (see “Terminating Events” below for our definition of a change in control).

 

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No repricings.  No repricing of options or cash rights of any kind is permitted without shareholder approval, including through cancellation and regrant, or repurchase of any option or cash right that is “out of the money.”

 

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No discounted options.  No discounted options may be granted under the plan.

 

   

We have a robust stock ownership policy for our executive officers and other key employees, as well as nonemployee directors. This policy is designed to increase the executives’ ownership stakes in our company and align their interests with the interests of our shareholders. A person who is not in compliance with these guidelines cannot sell or otherwise dispose of any stock until he or she meets the applicable ownership requirement. Information on our stock ownership policy can be found, for our executive officers, below in “Executive Compensation — Compensation Discussion and Analysis — Other Policies and Considerations — Executive Stock Ownership Policy” and for our nonemployee directors, above in “About Our Board and Its Committees — Director Stock Ownership Policy.”

 

   

We have an incentive compensation recoupment (or “clawback”) 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 Policies and Considerations — Recoupment (or “Clawback”) Policy.”

 

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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 99,000,000 shares available for issuance under the plan and the plan will expire on May 11, 2021, but the plan will otherwise remain in effect. As a result, following the expiration of the plan, we will be unable to maintain our current equity grant practices, and, therefore, we will be at a significant competitive disadvantage in attracting, retaining and motivating talented individuals who contribute to our success. We will also be compelled to replace equity incentive awards with cash awards, which may not align the interests of our executives and employees with those of our shareholders as effectively as equity incentive awards.

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 B.

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 Internal Revenue 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.”

Eligibility.  Our employees and employees of our participating subsidiaries, as well as our nonemployee directors, are eligible to receive Options under the plan, although we do not currently grant options to our nonemployee directors. 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 11,100. The maximum number of shares for which Options may be granted to any single individual in any calendar year is 15 million 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 245,000,000 shares of Class A common stock, subject to adjustment in the event of certain corporate events. Under the amended plan, the number of shares authorized for issuance is 344,000,000. As of the close of business on December 31, 2015, of this aggregate amount, 216,605,791 shares had been issued or reserved for issuance under the plan and 28,394,209 Options remained available for grant under the plan. Under the amended plan, such number of Options available for grant would be 127,394,209. Shares deliverable under the plan may consist of either treasury shares or originally issued shares. If an Option granted under the plan is forfeited, terminates or expires without having been exercised in full, the shares subject to such Option will be available again for grant 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 a “cashless exercise” or shares used to pay the exercise price, (ii) shares withheld to satisfy any tax withholding liabilities of a participant or (iii) shares repurchased on the open market with the proceeds of the option exercise price. As of March 10, 2016, the fair market value of a share of Class A common stock was $58.37.

Term of the Plan.  Currently, the plan will terminate no later than May 11, 2021. Under the amended plan, the plan will terminate no later than May 19, 2026.

 

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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. Currently, the Compensation Committee administers the plan. Under the plan, the Compensation Committee may, in its discretion, 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 Senior 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, prescribe, amend and rescind rules and regulations of the plan and make all other determinations necessary or advisable for the administration of 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.

Rights as a Shareholder.  An Optionee will not have any rights as a shareholder with respect to any shares underlying their Options until the Option is exercized and the Optionee has paid the full purchase price and any applicable taxes relating to such exercize.

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. Substantially all of our outstanding Options are required to be exercised by cashless exercise, whereby we withhold shares to cover the exercise price and taxes instead of selling those shares into the market.

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 (unless a longer period is established by the Compensation Committee) 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

 

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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. 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. 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 or for the Optionee’s benefit by the Optionee’s attorney-in-fact or guardian. 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 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 a change in control of our company, 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. A change in control means the occurrence of any one or more of the following events (i) following February 22, 2016, any person or “group” (as defined in Section 13(d) of the Exchange Act), other than an employee benefit plan or trust maintained by us, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 30% or more of the combined voting power of our outstanding securities entitled to vote generally in the election of directors, unless a majority of our directors in office immediately preceding the date on which such person or group acquires such beneficial ownership, by resolution negates the effectiveness of this provision in a particular circumstance; (ii) at any time during a period of twelve consecutive months, individuals who at the beginning of such period constituted the

 

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Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved, cease for any reason to constitute a majority of members of the Board; (iii) the consummation of (x) a merger, consolidation, reorganization or similar corporate transaction involving us or any of our subsidiaries with any other corporation or entity, which would result in the combined voting power of securities of our company entitled to vote generally in the election of directors outstanding immediately prior to such merger, consolidation, reorganization or other similar transaction representing (either by remaining outstanding or being converted into voting securities of the surviving entity or, if applicable, the ultimate parent thereof) less than a majority of the combined voting power of our company or such surviving entity or parent outstanding immediately after such merger, consolidation, reorganization or other similar transaction or (y) any sale, lease, exchange or other transfer of all or substantially all of our assets, in one transaction or a series of related transactions; or (iv) the approval by our shareholders of a liquidation or dissolution of our company.

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 2015.

2015 Option Grants under our 2003 Stock Option Plan

 

Name and Position                                                                                    

   Number of Shares
Underlying Options
 

Brian L. Roberts

     453,800   

Chairman of the Board, President and Chief Executive Officer

  

Michael J. Cavanagh

     357,480   

Chief Financial Officer

  

Stephen B. Burke

     453,800   

Chief Executive Officer, NBCUniversal

  

Neil Smit

     371,100   

Chief Executive Officer, Comcast Cable

  

David L. Cohen

     234,900   

Senior Executive Vice President

  

Michael J. Angelakis

     323,400   

Former Vice Chairman and Chief Financial Officer

  

All executive officers as a group

     2,000,780   

All nonemployee directors as a group

       

Company employees other than executive officers, as a group

     15,919,015   

Federal Income Taxation

The following is a general summary under current law of certain U.S. federal income tax consequences to participants who are citizens or individual residents of the United States relating to Options granted under the plan. This summary deals with the general tax principles that apply to Options and is provided only for

 

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general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed.

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 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 5:  APPROVAL OF THE COMCAST CORPORATION

2002 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED

The Comcast Corporation 2002 Employee Stock Purchase Plan was ratified by our Board on November 20, 2002 and approved by our shareholders in 2009 and most recently, in 2012. The plan was adopted for the benefit of eligible employees of Comcast and certain of its subsidiaries (but excluding NBCUniversal and its subsidiaries). The plan is intended to meet the requirements of Section 423 of the Internal Revenue Code. Due to the participation of our employees in the plan, the current authorized share pool under the plan is nearly exhausted. As a result, on February 22, 2016, the Compensation Committee approved an amendment to the 2002 Employee Stock Purchase Plan to increase the number of shares available for issuance under the plan from 35,500,000 to 50,500,000. Our Board is asking shareholders to approve the plan as so amended and restated in order to satisfy certain requirements under the Internal Revenue Code so that certain tax benefits will be available to our employees.

Description of the Comcast Corporation 2002 Employee Stock Purchase Plan

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

Eligibility.  In general, a full-time employee or part-time employee working at least 20 hours per week of Comcast or a participating subsidiary is eligible to participate in the plan if he or she has been

 

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continuously employed for at least 90 days as of the first day of an offering period. A part-time employee working less than 20 hours per week is eligible to participate in the plan if he or she has been continuously employed for at least one year as of the first day of an offering period. Any eligible employee who, after purchasing shares under the plan, would own 5% or more of our stock (by vote or value) is not eligible to purchase additional shares under the plan. Approximately 102,000 employees are currently eligible to participate in the plan.

Shares Subject to the Plan.  In the aggregate, 35,500,000 shares of Class A common stock are available for purchase under the plan, subject to adjustment in the event of certain corporate events. As of the close of business on March 10, 2016, of this aggregate amount, 30,930,409 shares had been issued under the plan and 4,569,591 shares remained available for grant under the plan. Shares deliverable under the plan may consist of either treasury shares or originally issued shares. As of March 10, 2016, the fair market value of a share of Class A common stock was $58.37.

Administration.  The plan is administered by 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 Compensation Committee has delegated certain of its administrative duties, subject to its review and supervision, to David L. Cohen, our Senior Executive Vice President.

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 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 eligible employees to purchase shares during certain offering periods, which generally encompass a calendar quarter. To become a participant in the plan, an eligible employee must file an election form 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 10% 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 purchase shares having more than $25,000 in fair market value (as determined under Section 423(b)(8) of the Internal Revenue Code) each calendar year under this plan (and the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan). At the end of each offering period, amounts credited to this account will be used to purchase whole shares. Shares so purchased will be credited to a brokerage account established by us, and cash remaining after such purchase will be credited towards the purchase of whole shares in the next offering period or returned to the participant upon his or her request. 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 last day of the offering period.

If the total number of shares of Class A common stock that 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 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, but may be discontinued. A participant may change the amount of payroll deductions for subsequent offerings by giving notice of such change 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. 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

 

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made with respect to the participant. A participant who is required to discontinue payroll deductions resulting from a hardship withdrawal will not be eligible to participate for the offering periods for which they are suspended from the Comcast Corporation Retirement-Investment Plan.

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 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. We may seek shareholder approval for a plan amendment if required by applicable law.

New Plan Benefits.  Because benefits under the plan depend on employees’ elections to participate in the plan and the fair market value of the shares of Class A common stock at various future dates, it is not possible to determine future benefits that will be received by executive officers and other employees under the plan. Brian L. Roberts, as well as our nonemployee directors, are not eligible to participate in the plan.

Federal Income Taxation

The following is a general summary under current law of certain U.S. federal income tax consequences to participants who are citizens or individual residents of the United States relating to participation in the plan (if shareholder approval is obtained). This summary deals with the general tax principles that apply to participation in the plan and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed.

Under the Internal Revenue Code, a participant will not realize income at the time the offering period commences or when the shares purchased under the plan are transferred to him or her. If a participant disposes of such shares after two years from the date the offering of such shares commences and after one year from the date of the transfer of such shares to him or her, the participant will be required to include in income, as compensation for the year in which such disposition occurs, an amount equal to the lesser of (i) the excess of the fair market value of such shares at the time of the disposition over the purchase price or (ii) the excess of the fair market value of the shares at the commencement of the offering period over the purchase price at such time. The participant’s basis in the shares disposed of will be increased by an amount equal to the amount so 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 the disposition should be treated as long-term capital gain or loss. In such event, we will not be entitled to any tax deduction.

If a participant disposes of shares purchased under the plan within such two-year or one-year period, the employee will be required to include in income, as compensation for the year in which such disposition occurs, an amount equal to the excess of the fair market value of such shares on the date of purchase

 

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over the purchase price. The employee’s basis in such shares disposed of 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 that 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. In the event of a disposition within such two-year or one-year period, we will be entitled to a deduction equal to the amount that the participant is required to include in income as a result of such disposition.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE COMCAST CORPORATION 2002 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED.

PROPOSAL 6: APPROVAL OF THE COMCAST-NBCUNIVERSAL

2011 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED

On February 23, 2011, our Board adopted the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, which was amended and restated in accordance with its terms on March 18, 2011. Our shareholders approved the plan in 2011 and most recently, in 2012. The plan was adopted for the benefit of eligible employees of 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 Internal Revenue Code. We are seeking to increase the current authorized share pool under the plan. As a result, on February 22, 2016, the Compensation Committee approved an amendment to the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan to increase the number of shares available for issuance under the plan from 4,600,000 to 12,100,000.

Description of the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan

The following is a summary of the material features of the plan, as amended and restated. This summary does not purport to be complete and is qualified in its entirety by reference to the terms of the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, which is attached to this proxy statement as Appendix D.

Eligibility.  In general, a full-time employee or part-time employee working at least 20 hours per week 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 working less than 20 hours per week 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 that 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 recharacterized as an employee by a third party or a participating company;

 

   

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

 

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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.

Approximately 32,000 employees are currently eligible to participate in the plan. None of our executive officers is eligible to participate in the plan.

Shares Subject to the Plan.  In the aggregate, 4,600,000 shares of Class A common stock are available for purchase under the plan, subject to adjustment in the event of certain corporate events. As of the close of business on March 10, 2016, of this aggregate amount, 2,832,290 shares had been issued under the plan and 1,767,710 shares remained available for grant under the plan. Shares deliverable under the plan may consist of either treasury shares or originally issued shares. As of March 10, 2016, the fair market value of a share of Class A common stock was $58.37.

Administration.  The plan is administered by 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 Compensation Committee has delegated certain of its administrative duties, subject to its review and supervision, to David L. Cohen, our Senior 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. To become a participant in the plan, an eligible employee must file an election form 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 10% 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 purchase shares having more than $25,000 in fair market value (as determined on the same basis as if the plan were subject to Section 423(b)(8) of the Internal Revenue Code) each calendar year under this plan (and 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. Shares so purchased will be credited to a brokerage account established by us, and cash remaining after such purchase will be credited towards the purchase of whole shares in the next offering period or returned to the participant upon his or her request. 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 last day of the offering period.

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

 

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shares available for delivery and distribution in 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, but may be discontinued. A participant may change the amount of payroll deductions for subsequent offerings by giving notice of such change 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 is required to discontinue payroll deductions resulting from a hardship withdrawal will not be eligible to participate for the offering periods for which they are suspended from the Comcast Corporation Retirement-Investment Plan.

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 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. We may seek shareholder approval 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 directors are eligible to participate in the plan.

Federal Income Taxation

The following is a general summary under current law of certain U.S. federal income tax consequences to participants who are citizens or individual residents of the United States relating to participation in the plan (if shareholder approval is obtained). This summary deals with the general tax principles that apply to participation in the plan and is provided only for general information. Certain kinds of taxes, such as foreign taxes, state and local income taxes, payroll taxes and the alternative minimum tax, are not discussed.

Under the Internal Revenue 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

 

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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 UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE COMCAST-NBCUNIVERSAL 2011 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED AND RESTATED.

SHAREHOLDER PROPOSALS

We received the following 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 2016 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 text of the proposal and shareholder’s supporting statement. Following each proposal, we explain why our Board recommends a vote AGAINST the proposal.

PROPOSAL 7:  TO PREPARE AN ANNUAL REPORT ON LOBBYING ACTIVITIES

The following proposal and supporting statement were submitted by Friends Fiduciary Corporation, 1650 Arch Street, Suite 1904, Philadelphia, PA 19103 and Everence Financial, 1110 N. Main Street, P.O. Box 483, Goshen, IN 46527 on behalf of the Praxis Growth Index Fund.

Whereas, we believe in full disclosure of Comcast’s direct and indirect lobbying activities and expenditures to assess whether Comcast’s lobbying is consistent with its expressed goals and in the best interests of shareholders.

Resolved, the shareholders of Comcast request the preparation of a report, updated annually, disclosing:

1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

2. Payments by Comcast used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

3. Comcast’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

4. Description of management’s and the Board’s decision making process and oversight for making payments described in section 2 and 3 above.

For purposes of this proposal, “grassroots lobbying communication” is communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying by a trade association or other organization of which Comcast is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee or other relevant oversight committees and posted on Comcast’s website.

 

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Supporting Statement

As shareholders, we encourage transparency and accountability in the use of corporate funds to influence legislation and regulation. According to OpenSecrets.org, Comcast spent $35.83 million on federal lobbying in 2013 and 2014, more than any other company. This does not include lobbying expenditures in states, where Comcast also lobbies but disclosure is uneven or absent. For example, Comcast reportedly lobbies in 39 states with “a powerful, experienced army of local lobbyists and trade groups” (“Comcast Ties to Cities, States Run Deep, Could Help Sell Megadeal,”Politico, March 24, 2014).

Comcast serves on the board of the National Cable & Telecommunications Association, which spent $37.33 million lobbying in 2013 and 2014. However, Comcast does not disclose its memberships in, or payments to, trade associations, or the amounts used for lobbying. Comcast will disclose its non-deductible trade association payments used for political contributions, but this does not cover payments used for lobbying. This leaves a serious disclosure gap, as trade associations generally spend far more on lobbying than on political contributions.

Nor does Comcast disclose its membership in tax-exempt organizations that write and endorse model legislation, such as its membership in the American Legislative Exchange Council (ALEC). Comcast’s ALEC membership has drawn press scrutiny (“BP and Google Leave ALEC: Are Companies Finally Taking Climate Change Seriously?”The Guardian, March 25, 2015). More than 100 companies, including 3M, Intel, Merck and Sprint, have publicly left ALEC.

Transparent reporting would reveal whether company assets are being used for objectives contrary to Comcast’s long-term interests.

Company Response to Shareholder Proposal

We believe that it is both important and appropriate to communicate with lawmakers and regulators about the interests of our company, our employees, our shareholders and the communities in which we operate. In fact, in the highly regulated industries in which we primarily operate – the communications and media/entertainment industries – lobbying important legislative and regulatory issues is an absolute necessity to protecting our businesses and, ultimately, our shareholders.

Because the information that this proposal seeks to be disclosed is generally publicly available in appropriate detail, as in fact evidenced by the amounts noted in the proposal itself, implementing this proposal would require us to incur unnecessary expenses and divert management attention away from our primary business activities and would raise potential competitive concerns. For example:

 

   

Information with respect to our political activities program is set forth in our Statement on Political and Trade Association Activity (the “Statement”), which is available for review at http://corporate.comcast.com/our-values/integrity/compliance-risk-management. The Statement is periodically reviewed by our Governance and Directors Nominating Committee and outlines the wide variety of public policy issues that impact our business.

 

   

We provide an annual report of our contributions to federal, state, and local candidates, political parties, political committees, other political organizations exempt from federal income taxes under Section 527 of the Internal Revenue Code and ballot measure committees, which is available at http://www.cmcsa.com/documentdisplay.cfm?DocumentID=6023. We ask trade associations that receive more than $50,000 in a calendar year from our government affairs organization to identify the portion of our payments that are used for political contributions (as defined by 26 U.S.C. Section 162(e)(1)(B)), which are included in our annual report to the extent we were provided such information.

 

   

To be clear, as noted in the Statement, we do not, either directly or through our employees, executive officers or directors, make independent expenditures or contribute to federal, state or local political committees that only make independent expenditures (so-called “SuperPACs”) or to any organization for the purpose of funding independent expenditures.

 

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We also do not, either directly or through our employees or executive officers, support other non-profits, such as 501(c)4 organizations, for the purpose of funding political activity, or unregulated 527 political organizations (entities that are not registered as PACs under state or federal campaign finance laws) for the purpose of funding political advertising. Before making any contributions to these organizations, we must receive written representations that our funds will be used in a manner acceptable to us, including that they will not be used, directly or indirectly, to make contributions to candidate campaigns, political parties, other organizations registered as political committees, or SuperPACs, or to make independent expenditures.

 

   

Our lobbying activities are subject to various public disclosure requirements. As such, we already disclose most of our government lobbying interactions in accordance with registration and reporting requirements as required by federal law, each state and certain local jurisdictions. For example, we file quarterly reports with the U.S. Congress about our federal lobbying activities and the amount spent, which are publicly available at http://lobbyingdisclosure.house.gov. There are similar disclosure requirements in all fifty states. Federal and certain state laws also require that we disclose the portion of certain trade association dues that are used for lobbying activities, and trade associations are separately subject to strict public disclosure requirements regarding their lobbying activities. In fact, it is through these various disclosure requirements that the proponent has been able to obtain the very information included in its proposal, which reinforces that any shareholder interested in obtaining such information may readily do so.

 

   

We believe we benefit by participating in a number of industry and trade associations, which enable our access to business, technical and industry expertise and advance our commercial interests. While we may advise these associations of our views on particular subjects, they are independent organizations that represent the interests of all their members, who may have divergent views and interests. Additionally, we have no direct control over how any such associations direct any expenditures, and in most cases, are not even aware that such expenditures are made. In fact, we may not agree with the position of the organization on any given candidate or issue.

 

   

For a company in a highly regulated industry such as ours, providing information to government officials and making sure they fully understand the implications of their policy decisions is a necessary cost of doing business, and an extension of our right to petition our government. Requiring a company to go through the unnecessary burden of gathering and disclosing such costs — when much of the information is already publicly available — would be a waste of resources.

 

   

As interactions with government entities are highly regulated, we take diligent steps to ensure that we are in compliance with applicable rules and regulations. Our lobbying activities are subject to the restrictions and reporting requirements of applicable law and our Code of Conduct, which is available for review under the “Corporate Governance” section of the Investors section of our website at www.comcastcorporation.com.

 

   

Finally, and importantly, this proposal could interfere with our ability to communicate with legislators and regulators and, more importantly, may require that we disclose proprietary information, putting us at a competitive disadvantage.

For the reasons set forth above, our Board believes that the requirements in this proposal are burdensome and an unproductive use of our resources and are 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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PROPOSAL 8:  TO PROHIBIT ACCELERATED VESTING UPON A CHANGE IN CONTROL

The following proposal and supporting statement were submitted by the Board of Trustees of the International Brotherhood of Electrical Workers Pension Benefit Fund, 900 Seventh Street, NW, Washington, DC 20001.

RESOLVED: The shareholders ask the board of directors of Comcast Corporation to adopt a policy that in the event of a change in control (as defined under any applicable employment agreement, equity incentive plan or other plan), there shall be no acceleration of vesting of any equity award granted to any senior executive, provided, however, that the board’s Compensation Committee may provide in an applicable grant or purchase agreement that any unvested award will vest on a partial, pro rata basis up to the time of the senior executive’s termination, with such qualifications for an award as the Committee may determine.

For purposes of this Policy, “equity award” means an award granted under an equity incentive plan as defined in Item 402 of the SEC’s Regulation S-K, which addresses elements of executive compensation to be disclosed to shareholders. This resolution shall be implemented so as to not affect any contractual rights in existence on the date this proposal is adopted, and it shall apply only to equity awards made under equity incentive plans or plan amendments that shareholders approve after the date of the 2016 annual meeting.

Supporting Statement

Comcast Corporation (“Company”) allows senior executives to receive an accelerated award of unearned equity under certain conditions after a change of control of the Company. We do not question that some form of severance payments may be appropriate in that situation. We are concerned, however, that current practices at the Company may permit windfall awards that have nothing to do with an executive’s performance.

According to last year’s proxy statement, if the board decided to accelerate the vesting of stock options and restricted stock awards to the Company’s five senior executives in connection with a change in control on Dec 31, 2014, the senior executives could have received a total of $401 million, with $98 million going to the CEO.

We are unpersuaded by the argument that executives somehow “deserve” to receive unvested awards. To accelerate the vesting of unearned equity on the theory that an executive was denied the opportunity to earn those shares seems inconsistent with a “pay for performance” philosophy worthy of the name.

We do believe, however, that an affected executive should be eligible to receive an accelerated vesting of equity awards on a pro rata basis as of his or her termination date, with the details of any pro rata award to be determined by the Compensation Committee.

Other major corporations, including Apple, Chevron, ExxonMobil, IBM, Intel, Microsoft, and Occidental Petroleum, have limitations on accelerated vesting of unearned equity, such as providing pro rata awards or simply forfeiting unearned awards. Research from James Reda & Associates found that over one third of the largest 200 companies now pro rate, forfeit, or only partially vest performance shares upon a change of control.

We urge you to vote FOR this proposal.

Company Response to Shareholder Proposal

The proponent’s proposal seeks to impose a simple, “one-size-fits all” approach to an issue that (i) is not particularly relevant to our company given that our current equity compensation program does not provide for any automatic vesting of awards in connection with a change in control, and (ii) more importantly, would eliminate one of the cornerstones of effective corporate governance – namely, the informed decision-making process employed by directors who are bound by fiduciary duties under law to act in a

 

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manner they believe to be in a company’s and its shareholders’ best interests. As such, we do not believe that the proponent’s proposal is in the best interests of our company and shareholders for the reasons set forth below.

 

   

We grant equity awards as part of our annual compensation program under our restricted stock plan and stock option plan. Neither of these equity plans provides for the automatic accelerated vesting of awards in connection with a change in control.

 

  ¡   

None of our named executive officers’ (“NEOs”) employment agreements provides for the automatic accelerated vesting of equity awards in connection with a change in control (a “single trigger”), and our Compensation Committee has no affirmative obligation to accelerate any such awards.

 

  ¡   

None of our NEOs’ employment agreements, other than Mr. Brian L. Roberts, provides for the automatic accelerated vesting of equity awards upon the occurrence of one or more specified events that may follow a change in control, such as a termination of employment (a “double trigger”).

 

   

Integral to our equity compensation program design is the fundamental belief that the Compensation Committee should retain the flexibility and discretion to determine whether, and under what circumstances, to accelerate all or part of an equity award in connection with a change in control. The proponent’s proposal, however, seeks to substitute for the Compensation Committee’s informed judgment the proponent’s view that the amount of time an employee is employed represents the extent to which an equity award is “earned.” The Compensation Committee, which is composed entirely of independent directors, is bound by fiduciary obligations under law to act in a manner that it believes to be in our best interests and the best interests of our shareholders. As such, the Compensation Committee, and not shareholders who are not bound by fiduciary obligations, should be able to exercise its judgment in determining what is in the best interests of our company and shareholders in a particular change in control transaction.

 

   

The Compensation Committee should have the ability to exercise its judgment, in accordance with its fiduciary duties, to protect executives, and all employees, against the potential forfeiture of all or a substantial portion of their equity awards upon a change in control. Equity compensation, which is inherently performance based, is a significant component of our executives’ total annual compensation. We believe that putting executives in a position to lose the opportunity to earn their equity awards undermines pay-for-performance objectives.

 

   

The Compensation Committee’s ability to exercise its discretion is crucial to its ability to develop a competitive executive compensation program that fosters the achievement of our strategic, operational and financial goals. For example, allowing the Compensation Committee to retain the discretion to accelerate the vesting of some or all of an employee’s equity awards in connection with a change in control (i) would encourage employees, including our senior executives (who would be the most likely to be terminated in connection with a change in control), to remain with our company through a transaction while reducing uncertainty and distraction leading up to such an event and (ii) would potentially avoid conflicts of interest that could result if employees believed they were being penalized by losing incentive compensation as a result of a transaction that is outside of their control but is in the best interests of our shareholders.

 

   

Imposing a restriction as the proponent proposes could adversely affect shareholder value, as it may be appropriate for the Compensation Committee to accelerate vesting to properly align our executives’ interests with those of our shareholders by incentivizing them to maximize value for shareholders in connection with a change in control transaction. In this regard, a recent independent academic study concluded that takeover premiums are significantly larger when the CEO of a target company receives the benefit of accelerated vesting as compared to when the

 

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CEO of a target company continues to vest in his or her awards after the transaction closes. (See Elkinawy, Susan and Offenberg, David, Accelerated Vesting in Takeovers: The Impact on Shareholder Wealth (November 7, 2011). Financial Management. Available at SSRN: http://ssrn.com/abstract=1975962.)

 

   

Adopting the proponent’s proposal, where senior executives would be treated significantly worse than other employees who participate in our equity plans, serves no legitimate shareholder interest and undermines the objectives discussed above for the individuals most at risk of departure in connection with a potential change in control.

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

PROPOSAL 9:  TO REQUIRE AN INDEPENDENT BOARD CHAIRMAN

The following proposal and supporting statement was submitted by John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278.

Shareholders request our Board of Directors to adopt as policy, and amend our governing documents as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. The Board would have the discretion to phase in this policy for the next CEO transition, implemented so it does not violate any existing agreement. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chair. This proposal requests that all the necessary steps be taken to accomplish the above.

According to Institutional Shareholder Services 53% of the Standard & Poors 1,500 firms separate these 2 positions — “2015 Board Practices,” April 12, 2015. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix.

It is the responsibility of the Board of Directors to protect shareholders’ long-term interests by providing independent oversight of management. By setting agendas, priorities and procedures, the Chairman is critical in shaping the work of the Board.

A board of directors is less likely to provide rigorous independent oversight of management if the Chairman is also the CEO, as is the case with our Company. Having a board chairman who is independent of management is a practice that will promote greater management accountability to shareholders and lead to a more objective evaluation of management.

According to the Millstein Center for Corporate Governance and Performance (Yale School of Management), “The independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between the board and CEO, serves as a conduit for regular communication with shareowners, and is a logical next step in the development of an independent board.”

An NACD Blue Ribbon Commission on Directors’ Professionalism recommended that an independent director should be charged with “organizing the board’s evaluation of the CEO and provide ongoing feedback; chairing executive sessions of the board; setting the agenda and leading the board in anticipating and responding to crises.” A blue-ribbon report from The Conference Board also supported this position.

A number of institutional investors said that a strong, objective board leader can best provide the necessary oversight of management. Thus, the California Public Employees’ Retirement System’s Global Principles of Accountable Corporate Governance recommends that a company’s board should be chaired by an independent director, as does the Council of Institutional Investors.

An independent director serving as chairman can help ensure the functioning of an effective board. Please vote to enhance shareholder value:

Independent Board Chairman – Proposal 9

 

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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 believes that Mr. Roberts serves as an effective bridge between the Board and management and provides critical leadership for carrying out our strategic initiatives and confronting our challenges.

Board independence and oversight of management are effectively maintained, and management plans are critically reviewed, as a result of the following:

 

   

Over 80% of our directors are independent.

 

   

Each of our Audit, Compensation and Governance and Directors Nominating Committees are comprised entirely of independent directors.

 

   

Our Lead Independent Director, currently Mr. Breen, is appointed annually by the Board after being recommended by the Governance and Directors Nominating Committee and, among other things:

 

  ¡   

Presides at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors.

 

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Facilitates communication between the Chairman and the independent directors, and communicates periodically as necessary between Board meetings and executive sessions with our independent directors, following discussions with management and otherwise on topics of importance to our independent directors.

 

  ¡   

Has the authority to schedule meetings of the independent directors.

 

  ¡   

Reviews and has the opportunity to provide input on meeting agendas and meeting schedules for the Board.

 

  ¡   

Consults with our independent directors concerning the need for an executive session in connection with each regularly scheduled Board meeting.

 

  ¡   

With the Compensation Committee, organizes the annual Board evaluation of the performance of our CEO and senior management.

 

  ¡   

With the Governance and Directors Nominating Committee, reviews and approves the process for the annual self-assessment of our Board and its committees.

Having one individual perform the role of Chairman and Chief Executive Officer is both consistent with the practice of over a majority of major companies and is not restricted or prohibited by current laws. Additionally, our directors, including the Chairman, are 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 this fiduciary duty.

Further, our Board does not believe it should be constrained by adopting an inflexible, formal requirement that the offices of Chairman and Chief Executive Officer be separated, even if such policy were to not apply to our current Chairman as the proposal would allow. 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. As such, our Board does not believe that adopting a policy requiring the election of an independent Chairman of the Board would in any way enhance its independence or performance and, to the contrary, believes that the adoption of such a policy would not be in the best interests of our shareholders.

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

 

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PROPOSAL 10: STOP 100-TO-ONE VOTING POWER

The following proposal and supporting statement were submitted by Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021.

RESOLVED: Shareholders request that our Board take steps to ensure that all of our company’s outstanding stock has one-vote per share in each voting situation. This would encompass all practicable steps including encouragement and negotiation with shareholders, who have more than one vote per share, to request that they relinquish, for the common good of all shareholders, any preexisting rights, if necessary.

This proposal is not intended to unnecessarily limit our Board’s judgment in crafting the requested change in accordance with applicable laws and existing contracts. This proposal is important because certain shares have super-sized voting power with 15-votes per share compared to far less than one-vote per share for other shareholders. Without an equal voice, shareholders cannot hold management accountable. This proposal topic won 148 million yes-votes at our 2013 annual meeting.

GMI Ratings, an independent investment research firm, reported that each share of our Class B Common stock had 15 votes. Each share of Class A Common stock had 0.1336 votes. In other words each Class B share has more than 100-times as many votes as one Class A share.

Please vote to protect shareholder value:

Stop 100-to-One Voting Power — Proposal 10

Company Response to Shareholder Proposal

Along with the respected and stable leadership of Brian L. Roberts, our Board believes not only that our dual class structure has contributed to our stability and long-term shareholder returns, but also that maintaining this structure is in the best interests of our company and shareholders. Specifically, our Board believes that our ownership structure has helped protect us from short-term pressures, allowing our Board and executive management team to focus on our long-term success. Our Board periodically evaluates our capital structure, most recently having evaluated it in detail in 2015, and unanimously concluded that our structure, and the stability it promotes, is in the best interests of our company and shareholders. We and our Board believe that our capital structure has driven, and will continue to drive, long-term shareholder value for shareholders who are committed to holding our stock for extended periods. As a testament to this belief:

 

   

We have outperformed the S&P 500 in long-term cumulative shareholder returns, with our Class A common stock returning 58% and 181% over the three- and five-year periods ending December 31, 2015 versus 52% and 80% in the case of the S&P 500.

 

   

Since going public in 1972, our shares have outperformed leading stock indices by significant margins, including the S&P 500 by a margin of almost 2 to 1. An investor who bought 1,000 shares of Class A common stock in 1972 at the IPO price of $7 per share would have had, after various stock splits and reinvested dividends, $8.6 million in shares as of December 31, 2015.

Our Board believes that Mr. Roberts has been, and will continue to be, an extremely important part of the long-term success of our business. During his tenure leading our company, we have pursued a strategy based on long-term growth and value creation, such as through our acquisitions of AT&T’s cable business in 2002 and NBCUniversal in 2011, as well as through key investments in our businesses, such as the X1 platform and NBCUniversal’s programming and theme park assets. This long-term strategy and the success it has generated has helped us build a strong, effective and highly regarded executive management team.

 

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To ensure that our long-term strategy is enriched by a broad range of views and developed and overseen by the independent judgment all of our directors, we have strong and effective governance mechanisms in place, such as:

 

   

Over 80% of our directors are independent.

 

   

Each of our Audit, Compensation and Governance and Directors Nominating Committees are comprised entirely of independent directors.

 

   

We have a strong Lead Independent Director, currently Mr. Breen, whose duties are set forth starting on page 9.

 

   

The average tenure of our independent directors following the annual meeting will be 7.7 years.

 

   

Our Board and each of its key committees hold executive sessions in connection with nearly every regularly-scheduled meeting.

Our Board also believes that our history of being able to successfully raise capital for acquisitions and our other business needs provides evidence that the dual class voting structure does not impair our ability to raise additional capital or acquire other companies. Additionally, dual class voting structures are found in many other public companies, including First Amendment speaker media companies such as Viacom and CBS, as well as other leading companies like Berkshire Hathaway and Google’s parent company Alphabet.

Our dual class voting structure has existed since we went public in 1972. At the AT&T shareholders meeting relating to our 2002 acquisition of AT&T’s cable business, AT&T shareholders not only approved the transaction as a whole but also separately approved — by approximately 92% of votes cast — the governance terms of that transaction in which Mr. Roberts agreed to reduce his voting interest from approximately 87% to a 331/3% non-dilutable interest.

Finally, under Pennsylvania law and our Articles of Incorporation, no recapitalization that affects the voting rights of our Class B common stock can be effected without the separate approval of Mr. Roberts, as beneficial owner of our Class B common stock. As such, neither we nor the Board alone has the power to implement this proposal.

Our strong performance, focused on generating long-term shareholder value and reflected in strong shareholder returns and financial results, coupled with our overall governance structure and highly effective management team, show that generalized criticisms of dual class structures have not and do not apply to our company.

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 for our named executive officers (“NEOs”) relating to 2015 contained in the tables and related disclosures that follow. Our NEOs are as follows:

 

   

Brian L. Roberts, Chairman and Chief Executive Officer

 

   

Michael J. Cavanagh, Chief Financial Officer

 

   

Stephen B. Burke, Chief Executive Officer of NBCUniversal

 

   

Neil Smit, Chief Executive Officer of Comcast Cable Communications

 

   

David L. Cohen, Senior Executive Vice President

 

   

Michael J. Angelakis, former Vice Chairman and Chief Financial Officer1

Executive Summary

We are a global media and technology company with two primary businesses, Comcast Cable Communications and NBCUniversal.

 

   

Comcast Cable is a leading provider of video, high-speed Internet and voice services to residential customers under the XFINITY brand and also provides these services to businesses.

 

   

NBCUniversal operates a diversified portfolio of cable networks, the NBC and Telemundo broadcast networks, television studio production operations, television station groups, Universal Pictures and Universal Parks and Resorts.

With these two primary businesses, our NEOs are responsible for managing a more complex company than many of our peer companies and for helping to shape the future of media and technology.

In designing a compensation program for our NEOs, we start by evaluating our businesses’ objectives and take into account the complexity of our businesses in tailoring our compensation program toward furthering our company’s objectives.

 

   

The quality and performance of our executives makes a substantial difference in our company’s performance, particularly in light of challenging competitive, regulatory and technological environments. We need uniquely talented and experienced individuals to perform for our highly competitive businesses. To address this issue, we do two things:

 

  ¡   

First, we provide pay opportunity levels that are highly competitive.

 

  ¡   

Second, we structure our long-term incentive program to be provided in restricted stock units (“RSUs”) (with performance conditions) and stock options, both generally with vesting periods longer than typical, as an explicit retention strategy and to tie the value ultimately realized to our long-term performance.

We believe that the combination of these elements furthers our shareholders’ interests in that they obtain the benefit of our executives’ services in an exceedingly competitive talent market for the long-term and our executives’ interests are strongly aligned with the interests of our shareholders. See “Pay for Performance” on page 54 for additional information.

 

   

Cash generation is critical to our businesses, both in measuring the operating success of our businesses and in generating excess capital, which is not only necessary to maintain our existing businesses, but also to make growth and strategic capital investments that allow us to proactively

 

1  Mr. Angelakis resigned as our Vice Chairman and Chief Financial Officer as of June 30, 2015 and remained our employee through the remainder of 2015 to assist us and Mr. Cavanagh with transitional and other matters. As of January 1, 2016, he became the Chief Executive Officer of Atairos Group, Inc., a new, strategic company formed by us and Mr. Angelakis.

 

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anticipate technological and consumer behavior changes in a rapidly-changing competitive environment. Cash generation also supports our return of capital strategy to our shareholders in the form of dividend payments and share repurchases.

 

  ¡   

To reinforce this critical aspect of our businesses, we use three quantitative performance goals in certain elements of our compensation program tied to (1) revenue — which serves as the top line component to our cash generation, (2) operating cash flow — which reflects the operational performance of our businesses, taking into account the costs of operating our businesses and (3) free cash flow – which measures, among other things, the cash remaining after capital investments and allows us to repay indebtedness, make strategic investments and return capital to shareholders.

 

  ¡   

We use operating cash flow as the measurement for vesting of RSUs, as that metric is a recognized gauge of the overall health of our business (in the short and long term), and also include operating cash flow along with revenue and free cash flow as the financial quantitative metrics for our annual cash bonus incentive program so as to present a holistic evaluation of our operational and strategic performance by including the three key financial measures we use internally to measure, and externally to report, our financial results.

 

  ¡   

We believe that our performance on these three key financial metrics is strongly correlated to shareholder returns in the short and long term.

 

   

The complexity of our businesses, overlaid with the impact of cyclical factors and macroeconomic factors, makes consolidated financial goal-setting a challenge for us. The work that our NEOs must do to successfully operate our businesses, including by working constructively, proactively and cohesively together, does not entirely lend itself to formulaic measurements, and a proper assessment requires the use of business judgment. See “NEO Evaluations” starting on page 64 for additional information.

 

   

Taken together, the interplay of these various elements provides a pay program that is strongly aligned with shareholder interests, retains a high quality executive team and compensates the executive team when they do the right things to help our businesses succeed. Specifically, as described in greater detail below in “2015 Business Highlights” and “Pay for Performance,” 2015 was a terrific year strategically, financially and operationally. Even with the unexpected challenges of the Time Warner Cable transaction being terminated, the FCC implementing new net neutrality rules and the increasingly competitive media and cable markets where new technologies continue to evolve and influence consumer behavior, our financial performance at Comcast Cable, particularly in the second half of the year, and NBCUniversal was remarkable – in 2015, consolidated revenue increased by 8.3%, consolidated operating cash flow increased by 7.7%, consolidated free cash flow increased by 9.4% and consolidated operating income increased by 7.3%.

 

  ¡   

At Comcast Cable, our continued commitment to innovation and the customer experience resulted in our adding 666,000 customer relationships, an 86% year-over-year improvement. We achieved our best video customer results in 9 years, and added over 1.3 million high-speed Internet customers in 2015 – more than our telephone competitors on a combined basis and our best results in 8 years. Transforming the customer experience was our top priority in 2015 and we made great strides – we improved our on-time rate to close in on our goal of 100% on-time arrival, saw lower repeat tech visits and are answering phone calls faster.

 

  ¡   

NBCUniversal’s performance in 2015 was equally impressive, with Universal being the first studio ever to have three movies gross more than $1 billion in a single year, our theme parks having record revenue, operating cash flow and attendance, and the NBC Network ending the year ranked as the number one network among adults 18-49.

 

  ¡   

Over the past several years, we have been delivering consistent financial results, allowing us to both reinvest in our businesses to compete effectively and adapt to changing consumer behaviors, such as through our accelerated deployment of our X1 set-top boxes and wireless gateways, and return significant capital to shareholders without increasing our net debt to operating cash flow leverage ratio, which is currently a conservative ratio of 2.0x.

 

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  ¡   

This strong financial performance has translated into meaningful long-term stock performance. Even with (i) some overhang resulting from increases in Comcast Cable’s capital intensity as we continue to proactively invest for the long-term, (ii) compression of trading multiples in the media industry and (iii) some of our transmission/distribution peers’ stock performance benefitting in 2015 from the prospect of acquisition activity, our one-year cumulative shareholder returns were (1)% as of December 31, 2015, compared to our entertainment/media and transmission/distribution peers of (19)% and (3)%, respectively. And over the longer term, our 3-year and 5-year returns have significantly outperformed both of these peer groups, generating 58% and 181% returns, respectively.

2015 Business Highlights

All of our businesses operate in intensely competitive, and rapidly changing technological, environments. While our businesses also are extensively regulated, we face unique challenges in that Comcast Cable and NBCUniversal are subject to additional regulatory requirements due to the NBCUniversal transaction. Our board credits the leadership of Mr. Brian L. Roberts and the other members of our executive management committee (which is composed of all of our NEOs) for Comcast achieving such strong performance over the past several years.

We continued our strong consolidated financial performance in 2015.

 

LOGO

 

(1) Reconciliations of consolidated operating cash flow to operating income and consolidated free cash flow to net cash provided by operating activities are set forth on Appendix E.

 

   

Our Cable Communications and NBCUniversal businesses had strong performances in 2015:

 

  ¡   

Cable Communications’ revenue increased 6.2% to $46.9 billion and operating income before depreciation and amortization (“operating cash flow”) increased 5.6% to $19.1 billion.

 

  ¡   

NBCUniversal’s revenue increased 11.9% to $28.5 billion and operating cash flow increased 14.8% to $6.4 billion.

 

   

We returned a record total of $9.2 billion of capital to shareholders in 2015, by repurchasing $6.75 billion of common stock and making four cash dividend payments totaling $2.4 billion.

 

   

In February 2016, we announced a 10% increase in our dividend to $1.10 per share on an annualized basis – the 8th increase in 8 years. We expect to repurchase $5.0 billion of common stock in 2016, subject to market conditions.

Even while generating over $8.9 billion in free cash flow, we continued to execute on key strategic initiatives, such as:

 

   

Investing in our IP and cloud-enabled video platform, referred to as our X1 platform, and continuing to actively deploy X1 set-top boxes throughout our footprint. As a result of the X1 platform, we have developed our Cloud DVR technology, which is now available in substantially all of our markets, and the first voice-guided remote control for the X1 user interface.

 

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Deploying wireless gateways, which combine a customer’s wireless router, cable modem and voice adapter, to improve the performance of multiple Internet-enabled devices used at the same time within the home, provide faster Internet speeds and create an in-home Wi-Fi network.

 

   

Continuing to invest in our network infrastructure by developing multiple tools to recapture bandwidth and optimize our network to allow for faster Internet speeds and capacity and in expanding our business services and our home security and automation services.

 

   

Investing to enhance our cable customers’ overall experience, including through our commitment to hire 5,500 new call center agents and our on-time appointment and installation and routine issue resolution guarantees. In 2015, we began to see tangible benefits of these investments by achieving some of our best customer service metrics in years, including by improving our on-time rate, nearing our goal of attaining 100% on-time arrival for scheduled appointments.

 

   

Continuing to invest in NBCUniversal’s original programming and sports programming rights and in new attractions at our Universal theme parks, and acquiring a 51% interest in the Universal Studios theme park in Osaka, Japan for $1.5 billion.

 

   

Executing on attaining key diversity milestones, such as by increasing the level of our spend from minority and women-owned vendors by 28% year over year to a total of $2.6 billion in 2015 and joining the Billion Dollar Roundtable for having spent more than $1 billion with those vendors, increasing diverse programming available On Demand and online by 70% in 2015, and hiring new minority and female leaders at the vice president level and above representing 29.2% and 43.1%, respectively, of our total new hire leaders in 2015.

Pay for Performance

As more fully discussed in “Emphasis on Performance” starting on page 57, we believe that our compensation program is well aligned to our performance.

 

   

Our compensation program (summarized in “Elements and Mix of Our Compensation Program” on page 59) is designed to motivate, reward and retain our NEOs by including in their compensation both short-term and long-term performance-based components and to align their compensation with our shareholders’ interests. We use objective performance-based criteria tied to key financial and operating measures for our annual cash incentive plan and the vesting of RSUs, and a material portion of our NEOs’ compensation is in the form of equity, which is inherently tied to our stock price movement and the achievement of shareholder value.

 

   

While our performance measures are “absolute” in nature, our Compensation Committee also reviews our performance measures on a “relative” basis compared to our peers over time to ensure that our relative financial performance is consistent with our strongly competitive compensation philosophy. Based on these reviews of our performance in 2015, our compounded annual growth rates over the past five and ten years for operating cash flow and revenue generally have been near or in the top quartile of our peer groups, and we believe that we use an appropriate portion of our operating cash flow to support our compensation program. See “Use of Competitive Data” and “Pay Program Validation” starting on pages 61 and 63, respectively, for more information.

 

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Our Class A common stock performance over each of the last one, three and five-year periods has exceeded the performance of our transmission/distribution and entertainment/media industry peer groups and supports our intended philosophy to target compensation around the median of our entertainment/media peers and in the upper quartile of our transmission/distribution and general industry peers.

 

     Cumulative Total Returns (as of December 31, 2015)1
     Class A
Common Stock
  Entertainment/
Media
  Transmission/
Distribution
  General
Industry
  S&P 500
Stock Index

One-Year

      (1)%     (19)%      (3)%     2%     1%

Three-Year

      58%      40%      45%   59%   52%

Five-Year

    181%    126%   112%   94%   80%

 

(1) Cumulative returns for each of the peer groups are based on the composition of our 2015 peer groups and are calculated by averaging returns without reference to market capitalization or other weightings. Returns for the transmission/distribution peer group include DIRECTV, Inc. through its acquisition by AT&T Inc. in July 2015.

Compensation Program Highlights

As discussed elsewhere in this Compensation Discussion and Analysis, below are summaries of our key compensation practices and policies.

What We Do:

 

   

The Compensation Committee has directly engaged Korn Ferry Hay Group as its own independent compensation consultant.

 

   

Option awards for our NEOs have among the longest vesting terms of any company – vesting over 9.5 years. RSUs generally vest over 5 years and are back-end weighted, with 40% vesting in the fifth year.

 

   

Substantially all of our outstanding options, including all options held by our NEOs, are net settled; net settled options, as opposed to stock options exercised with a cash payment, result in fewer shares being issued and less dilution to shareholders.

 

   

We maintain robust stock ownership guidelines. Our CEO’s stock ownership requirement is 10x his base salary; other NEOs are required to own 3x their base salaries; and nonemployee directors are required to own 5x their annual retainer. A person who is not in compliance with these guidelines cannot sell or otherwise dispose of any stock until he or she meets the applicable ownership requirement.

 

   

Our executive officers and directors are prohibited from using any strategies or products to hedge against potential changes in the value of our stock. Stock can be pledged only in limited circumstances; any stock pledged as collateral or held in a margin account will not be counted in determining compliance with our stock ownership guidelines. No executive officer or director currently has any stock pledged or held in a margin account.

 

   

Our NEOs are required to reimburse us for any benefits that would be considered perquisites. We do not provide premium payments or reimbursements, or tax payments to our NEOs under any life or any other insurance policies.

 

   

We have an incentive compensation recoupment (or “clawback”) policy applicable to our executive officers.

 

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What We Don’t Do:

 

   

We do not maintain any defined benefit pension plans or supplemental executive retirement plans (SERPs) for our NEOs; instead, we offer a non-qualified and unfunded deferred compensation plan as our primary retirement vehicle generally to all employees with base salaries of at least $250,000.

 

   

None of our equity plans has automatic accelerated vesting provisions in connection with a change in control. Mr. Roberts’ employment agreement has a “double trigger” change in control provision. None of the other NEOs have any change in control provisions in their employment agreements.

 

   

We do not permit the repricing of options of any kind.

 

   

We do not allow for any excise tax gross ups for our executive officers.

Summary 2015 CEO and NEO Compensation

CEO Pay Changes from Prior Year. Mr. Roberts’ base salary increased by 2.5%. In light of our strong 2015 performance, Mr. Roberts received 111% of his target annual cash bonus, or $9.8 million. He also received grants of stock options and RSUs, each with a grant date value of approximately $5.4 million, representing nearly the same value granted to him last year. We also credited Mr. Roberts’ deferred compensation account with $3.8 million, a 5% increase from last year.

Other NEO Pay Changes from Prior Year. Compensation actions for our other NEOs in 2015 reflect their strong contributions to our overall performance, as well as the performance and operation of each NEO’s respective business or function. The annual cash bonuses for each of these NEOs were paid at 111% of their target. Annual RSU and option awards varied among our NEOs, with Messrs. Smit and Cohen receiving higher amounts, primarily resulting from Mr. Smit receiving an additional performance-based RSU award of $4.0 million and a $1 million deferred compensation contribution in December 2015 and Mr. Cohen receiving an additional performance-based RSU award of $3.0 million in October 2015, as discussed below in “Compensation Decisions for 2015 — Additional Performance-Related Awards.” In March 2015, the base salary of Mr. Smit increased 15.5% as a result of his new employment agreement entered into in December 2014, while all the other NEOs’ base salaries increased by 2.5%. Total compensation for these NEOs also was affected by the year-over-year changes in their respective deferred compensation account balances.

Mr. Cavanagh joined our company in May 2015, and, as such, there are no comparisons to his prior year compensation. While Mr. Cavanagh’s total compensation for 2015 was approximately $41 million, we expect that his total compensation in future years will be significantly lower, as his 2015 compensation level was a result of granting him approximately $12.5 million of additional performance-based RSUs and making an additional $10 million contribution to his deferred compensation account as signing bonuses in large part to make him whole for compensation he forfeited in connection with his departure from his prior employer.

See “Compensation Decisions for 2015” starting on page 66 for additional information.

Results from Last Advisory Vote on Executive Compensation

At our 2014 annual meeting, our shareholders approved by 93% of the votes cast, on an advisory basis, the 2013 compensation of our NEOs. Our next vote will be held in 2017 with respect to 2016 compensation. The Compensation Committee has carefully considered the results of the 2014 advisory vote on executive compensation and has discussed our executive compensation program and our annual meeting voting results with Korn Ferry Hay Group, the Compensation Committee’s independent compensation consultant. The Compensation Committee also considered shareholder feedback that we received through dialogue with various shareholders and proxy advisory services regarding our executive compensation, including as it relates to the level of discretion used in our annual cash bonus awards and

 

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the overall design of our program and use of performance metrics. Our Compensation Committee is committed to our continued engagement with shareholders to fully understand diverse viewpoints and to discuss and demonstrate the important connection between our compensation program, on the one hand, and our business strategy, goals and financial and operating performance, on the other hand. (For information on our shareholder engagement generally, including as it relates to general corporate governance matters, please see “General Information — Shareholder Engagement” on page 3.) Our Compensation Committee, with the assistance of Korn Ferry Hay Group, continues to evaluate our compensation program design. Following these deliberations and discussions, the Compensation Committee believes that its policies and decisions are consistent with our compensation philosophy and objectives discussed below and align, without incenting inappropriate risk taking, the interests of our NEOs with our long-term goals and the interests of our shareholders.

Emphasis on Performance

 

   

The Compensation Committee’s emphasis on performance is evidenced by our program design, incorporating both objective financial goals (in the case of the annual cash bonus and the vesting of performance RSUs) and subjective evaluation criteria. The combination of internally measured (financial performance) and externally measured (stock price as reflected in stock options and RSUs) performance provides both short-term and long-term performance components in the compensation structure of our NEOs. See “Elements and Mix of Our Compensation Program” on page 59.

 

   

In 2015, we further increased the level of quantitative measures employed in setting our target annual cash bonuses. As a result, 85% of the target annual bonus for each of Messrs. Roberts, Cavanagh, Smit, Cohen and Angelakis and 75% of the target annual bonus for Mr. Burke were based on quantitative performance metrics. See “Compensation Decisions for 2015 — Annual Cash Bonus” for additional information.

 

   

Our compensation program’s emphasis on performance, especially equity-based compensation, aligns the compensation structure with our shareholders’ interests 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. Because a material portion of compensation for each NEO is in the form of equity, a significant portion of each NEO’s compensation is inherently tied to stock price movement and the achievement of shareholder value.

 

   

Total performance-based compensation in 2015 (using the grant date value of stock options and RSUs and including any additional performance awards paid as performance-based compensation) was a significant percentage of the NEOs’ total compensation (excluding deferred compensation earnings), as reflected in the chart and table below. We do not include deferred compensation earnings because, like all employees in our deferred compensation plans, the NEOs make their own investment decisions as to how much of their salary and annual cash bonus to defer and for how long, such that interest earned on deferred compensation is largely tied to individual retirement planning decisions and not to the Compensation Committee’s compensation decisions.

 

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CEO Compensation Mix

(Excluding Deferred Compensation Earnings)

 

LOGO

 

   

Total performance-based compensation (calculated in accordance with the paragraph above) as a percentage of total compensation in 2015 for our other NEOs (other than Mr. Cavanagh who joined our company in 2015) was as follows:

 

Mr. Burke

     75

Mr. Smit

     84

Mr. Cohen

     80

Mr. Angelakis

     79

 

   

Our quantitative performance metrics – revenue, operating cash flow and free cash flow — are meaningful measures of our performance that can be affected by the decision making of our NEOs. Measuring performance for our NEOs for these purposes using the same consolidated financial metrics (rather than individual performance goals tied to specific operating targets) is appropriate given the overall responsibility of the NEOs, as the members of our executive management committee, to achieve our most important performance goals for the year.

 

   

The Compensation Committee does not condition incentive-based compensation award achievement on a total shareholder return (TSR) metric, as it seeks to motivate our NEOs by setting company-specific quantitative and qualitative performance goals that are directly linked with our NEOs’ management of our businesses rather than using a TSR metric that can be significantly affected by external factors such as economic and market conditions that they cannot control. The Compensation Committee also believes that using a TSR metric could lead to an undesirable focus on short-term results at the expense of long-term performance.

 

   

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 does not include inadvertent incentives for the NEOs 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 also considers specific business risks identified through our enterprise risk management process.

 

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Elements and Mix of Our Compensation Program

We view the executive compensation program on a “portfolio” basis. The following chart illustrates our view of the significant aspects of our portfolio.

 

Type   Element   Why We Use It   Compensation Highlights
Fixed   Base Salary  

•   Necessary to attract and retain our NEOs.

•   Serves as a baseline measure of an NEO’s value.

•   Guaranteed compensation in exchange for investing in a career with us.

 

•   Salary level is based on individual performance, level of achievement of performance goals and any increase in duties and responsibilities.

   

Deferred

Compensation

Plans

 

•   One of our primary tools to attract and retain NEOs.

•   Retention incentive gets stronger as the account balance grows; the crediting rate is materially reduced following termination of employment.

•   We do not offer any pension or other defined benefit-type plan.

•   Provides a simple, transparent, tax-efficient vehicle for long-term value accumulation.

 

•   Amount of company contributions is determined as part of an overall evaluation of individual performance, any increase in duties and responsibilities and retention.

•   Receipt of RSUs may be voluntarily deferred; the value of RSUs ultimately received is based on stock price when deferral lapses or upon diversification into cash deferred compensation.

Variable, Short-Term, Performance Based  

Annual Cash

Bonus

 

•   Provides a competitive annual cash bonus opportunity and completes our competitive total annual cash compensation package.

•   Target bonus is based on the Compensation Committee’s assessment of the optimal mix of base salary and annual cash bonus compensation.

•   Supports our objective that NEOs must balance achieving satisfactory or better current year (short-term) results with long-term value creation.

 

•   Bonus is at risk for performance — 100% of the target bonus is not paid unless 100% of the goals are met; no bonus is paid unless the minimum performance goal is achieved.

•   Based on objective performance metrics, but also includes a small qualitative portion based on achievement of key initiatives, such as diversity.

  Additional Performance-Related Awards  

•   Rewards an NEO for extraordinary performance, attainment of strategic milestones or unanticipated additional responsibilities.

•   May also be used in connection with an employment agreement renewal or extension, which provides a strong retention tool.

•   Form of bonus can vary, depending on primary goals/purposes for the grant.

 

•   Amount and form of awards are based on individual performance and any increase in duties and responsibilities.

Variable, Long-Term, Performance Based  

Annual Stock

Option Grants

 

•   Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value.

•   Links the NEOs’ decision making with the long-term outcomes of those decisions.

•   Use one of the longest vesting periods among our peers (9.5 years) to create a significant retention tool and tie value ultimately realized to our long-term performance.

 

•   Stock price must appreciate for stock options to deliver value.

•   Generally vest over a 9.5 year period: 30% on the 2nd anniversary of the date of grant, 15% on each of the 3rd through 5th anniversaries, 5% on each of the 6th through 9th anniversaries and 5% on the 9.5 year anniversary.

   

Annual

Performance-Based RSU

Grants

 

•   Fosters a long-term commitment, motivates executives to improve the long-term market performance of our stock and focuses them on the long-term creation of shareholder value.

•   Links the NEOs’ decision making with the long-term outcomes of those decisions.

•   Back-end weighted vesting term used for most RSU grants creates a meaningful retention tool.

•   Use one of the longest vesting periods among our peers for most grants to create a significant retention tool and tie value ultimately realized to our long-term performance.

 

•   Vesting is dependent upon achievement of one or more performance goals.

•   Ultimate value of shares acquired upon vesting depends on stock price.

•   Generally vest over 5 years and are back-end weighted: 15% vest after 13 months, an additional 15% on each of the 2nd through 4th anniversaries and 40% on the 5th anniversary; Mr. Roberts’ RSUs vest 100% after 13 months.

•   May have shorter vesting terms on account of extraordinary performance.

 

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Compensation Decision-Making Process

Compensation Committee’s Role 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.

Each year, the Compensation Committee reviews:

 

   

The nature and amounts of all elements of the NEOs’ 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.

 

   

Each element of the NEOs’ compensation for internal consistency.

 

   

Various analyses provided by the independent compensation consultant, including the following that were reviewed in 2015:

 

  ¡   

an assessment of the composition of our peer groups;

 

  ¡   

a competitive pay assessment (comparing NEO compensation to that of executives holding comparable positions at our peer group companies as disclosed in proxy statements and to broad groups of companies in published surveys);

 

  ¡   

a target pay mix analysis (analyzing components of pay compared to those of our peer group companies (e.g., fixed vs. variable, cash vs. equity-based, short-term vs. long-term));

 

  ¡   

a financial performance review (comparing our performance relative to our peer group companies with respect to growth in operating cash flow, free cash flow, revenue, return on investment and total shareholder return);

 

  ¡   

a compensation sharing analysis (analyzing the actual pay delivered to our NEOs as a percentage of our operating cash flow and free cash flow as compared to our peer group companies);

 

  ¡   

an incentive compensation design analysis (analyzing, for our annual cash bonus, the number and type of performance measures, the payout leverage and the use of discretion, and for our annual equity awards, the number and type of components (e.g., performance-based RSUs and stock options), the type of performance measures and the payout leverage); and

 

  ¡   

an analysis of equity dilution resulting from, and annual usage rates in, our equity-based compensation plans (i.e., overhang and burn rates).

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. It believes that value realized on prior years’ compensation from stock appreciation is the reward for the NEOs’ work over that period and reflects the achievement of our long-term goals, and conversely, that lesser amounts realized on prior years’ compensation reflect a lack of achievement of our long-term goals. As such, the Compensation Committee believes that realized or realizable equity compensation is inherently aligned with our long-term performance and shareholders’ interests.

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 NEO. This process includes subjective criteria and involves the exercise of discretion and judgment. While the Compensation Committee considers various quantitative data, it does not use a mathematical or other

 

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formula in which stated factors or their interrelationship are quantified and weighted (either in general or as to each NEO). The Compensation Committee also believes it should retain discretion to adjust the compensation of an NEO from time to time on account of extraordinary performance, unanticipated additional responsibilities, an employment agreement renewal or extension or other circumstances. See “Assessing NEO Performance” below for information on how the Compensation Committee assessed performance in 2015.

Role of Compensation Consultants

The Compensation Committee has directly engaged Korn Ferry Hay Group as its own compensation consultant. In determining 2015 compensation, the Compensation Committee directed Korn Ferry Hay Group to provide it with various compensation analyses as described above; Korn Ferry Hay Group did not recommend or determine compensation levels or elements, performance targets or compensation plan design. The Compensation Committee assessed Korn Ferry Hay Group’s work as required under SEC rules and concluded that its work for the Compensation Committee in 2015 did not raise any conflicts of interest. See “About Our Board and Its Committees — The Board — Compensation Consultant” above for additional information.

Use of Competitive Data

The results of the peer group and compensation survey analyses discussed below, as well as the other analyses referred to above, are considered important and valuable by the Compensation Committee. However, the Compensation Committee does not make any determination of, or change to, compensation in reaction to market data alone. Rather, it uses this information only as one of several considerations to inform its decision and put its experience in context in determining compensation levels (and when to change compensation levels).

Peer Groups. Our company is uniquely positioned among our peers, owning both Comcast Cable, which distributes content, and NBCUniversal, which is a creator of content. As such, all of our NEOs are responsible for managing a more complex company than many companies in our peer groups.

In preparing to make its compensation determinations for 2015, the Compensation Committee reviewed its prior peer group determinations and confirmed that it should use the entertainment/media peer group as its primary point of reference. As secondary measures to inform its judgment, the Compensation Committee also maintained the use of the transmission/distribution peer group and the general industry peer group. Together, these three peer groups reflect the prominence of our two primary businesses in their respective industries and the size, scope and complexity of our businesses and enhance the Compensation Committee’s deliberations by allowing it to review practices and outcomes that are distinctive to each peer group.

 

   

Entertainment/Media Peer Group.  The Compensation Committee pays particular attention to the entertainment/media peer group because it believes our stock price has a strong correlation with certain of these peer group companies and this peer group has special relevance with respect to competition for executive talent. The business expertise of employees in this industry is highly correlated to our needs, not only as a leading media and entertainment company, but as a leading U.S. cable company. Increasingly, media companies are looking for new ways to distribute and monetize their content, both directly to consumers through the Internet and indirectly through video distributors. For all of these reasons, our executives are attractive candidates to entertainment/media companies, in addition to those companies’ executives being attractive to us.

 

   

Transmission/Distribution Peer Group.  Comcast Cable is a leading provider of video, high-speed Internet and voice services to residential customers and also provides these services to businesses. Many companies in this peer group are among Comcast Cable’s primary competitors.

 

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General Industry Peer Group.  Our revenue and market capitalization rank us among the largest companies in the United States. This peer group includes companies in the consumer products and services, industrial, technology and financial services sectors with revenue and market capitalization levels similar to ours.

The three peer groups were composed as follows:

 

Entertainment/Media

 

Transmission/Distribution

 

General Industry1

•   CBS Corporation

•   Twenty-First Century Fox, Inc.

•   Time Warner Inc.

•   Viacom Inc.

•   The Walt Disney Company

 

•   AT&T Inc.1

•   CenturyLink, Inc.

•   DISH Network Corporation

•   DIRECTV, Inc.1

•   Sprint Corporation

•   Time Warner Cable Inc.

•   Verizon Communications Inc.

 

•   Apple Inc.

•   3M Company

•   The Boeing Company

•   Caterpillar Inc.

•   Cisco Systems, Inc.

•   The Coca-Cola Company

•   Deere & Co.

•   DIRECTV, Inc.1

•   E. I. du Pont de Nemours and Company

•   Express Scripts Holding Co.

•   Google Inc.

•   Halliburton Company

•   Honeywell International Inc.

•   Intel Corporation

•   International Business Machines Corporation

 

•   Johnson & Johnson

•   Lockheed Martin Corporation

•   McDonalds’ Corporation

•   McKesson Corporation

•   Merck & Co. Inc.

•   Microsoft Corporation

•   Oracle Corporation

•   PepsiCo, Inc.

•   Pfizer Inc.

•   Procter & Gamble Co.

•   UnitedHealth Group Incorporated

•   United Parcel Service, Inc.

•   United Technologies Corporation

•   Verizon Communications Inc.

•   The Walt Disney Company

 

(1) AT&T Inc. acquired DIRECTV, Inc. in July 2015.

 

   

Our peer group analyses indicate that overall, with respect to the mix of fixed vs. variable, cash vs. equity-based and the types of equity-based vehicles used, our “pay at risk” practices are generally aligned with peer group practices, although Mr. Roberts’ compensation does have somewhat more emphasis on fixed compensation and less on annual equity awards than our peers. Our Compensation Committee believes it is appropriate to provide Mr. Roberts with slightly more fixed compensation in light of his very significant stock holdings in our company, which provides meaningful shareholder alignment and long-term focus.

 

   

Comparisons for (i) Mr. Roberts were made to peer chief executive officers of other companies for all peer groups, (ii) Mr. Burke were made to peer chief executive officers of the entertainment/media peer group and by ordinal rank (i.e., the position in the Summary Compensation Table) for the entertainment/media and general industry peer groups, (iii) Mr. Smit were made to peer chief executive officers of the transmission/distribution peer group and by ordinal rank for the transmission/distribution and general industry peer groups, (iv) Mr. Cohen were made by ordinal rank for all peer groups and (v) Mr. Angelakis were made to peer chief financial officers for all peer groups. Comparisons for Mr. Cavanagh were made to peer chief financial officers for all peer groups and Mr. Angelakis, and the Compensation Committee also considered his level of compensation at his previous employer. Additionally, as a means to further inform the Compensation Committee, comparisons for Messrs. Burke and Smit were made to chief executive officers of general industry peer groups with revenues similar in size to those of their respective business units.

 

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The Compensation Committee does not determine an NEO’s target compensation solely based on a specific reference point within our peer groups; instead, it reviews our peer group analyses, as well as the other analyses discussed immediately below under “Pay Program Validation,” both to validate our compensation program design and to inform its judgment in determining target compensation.

 

  ¡   

The Compensation Committee generally seeks compensation to be competitive (around the median) with the entertainment/media peer group, to which, as noted above, the Compensation Committee pays particular attention.

 

  ¡   

The Compensation Committee generally seeks compensation to be in the upper quartile for the transmission/distribution and general industry peer groups as a supplemental point of reference.

 

   

The compensation we provide varies among the peer groups and individual companies within a group in its relationship to the reference points above. In reviewing target compensation levels for 2015, Mr. Roberts’ target total remuneration (which includes base salary, target annual cash bonus, Company deferred compensation contributions and equity-based compensation) fell below the 25th percentile of that in the entertainment/media peer group. Otherwise, our NEOs’ total compensation for 2015 generally met or exceeded the reference points.

Pay Program Validation. The Compensation Committee annually reviews our financial performance as compared to our peers over time to ensure that our relative financial performance is consistent with our strongly competitive compensation philosophy. In particular, it believes our executives should be rewarded when our key financial performance metrics are among the top of our peers.

The following analyses demonstrate that our pay program (i) is well aligned from a relative financial performance perspective, (ii) uses an appropriate portion of our operating cash flow and free cash flow as compared to our peers and (iii) supports our use of revenue, operating cash flow and free cash flow as our performance metrics for our annual cash bonus and annual RSU grants.

 

   

Our operating cash flow and revenue compounded annual growth rates have been near or in the top quartile of our three peer groups over the 5-year and 10-year periods ended December 31, 2014 and 2015. Our free cash flow compounded annual growth rates were around the median of our three peer groups over the 5-year periods ended December 31, 2014 and 2015.

 

   

Our equity dilution and annual share usage (or overhang and burn rates) for share-based compensation are within the range of market practices.

 

   

The portion of our operating cash flow and free cash flow used to pay the NEOs’ annual cash bonus, total cash compensation (base salary plus target annual cash bonus and Company deferred compensation contributions) and total remuneration (total cash compensation plus equity-based compensation) generally aligns with our financial performance. The portion of our operating cash flow and free cash flow that we use to pay these types of compensation varies by type, but generally is in the lower quartile of our entertainment/media peers and around the median or in the top quartile of transmission/distribution and general industry peers.

 

   

The Compensation Committee reviewed a Korn Ferry Hay Group compensation survey analysis in which base salary, total cash compensation and total remuneration for each NEO were measured against published compensation survey data for functionally comparable positions among broad groups of companies of similar size to us. This analysis concluded that, while our NEOs’ total compensation was relatively high on a competitive basis, our financial performance was also generally high relative to our peers as stated above.

The Compensation Committee did not use any Korn Ferry Hay Group analysis, or any of the surveys included in any such analysis, to benchmark our NEO compensation, but instead used the analysis to understand the current compensation practices for comparable job functions of a broad cross-section of companies across varied industry lines but with revenue sizes that are within a range close to ours.

 

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Assessing NEO Performance

In determining an NEO’s individual compensation, the Compensation Committee:

 

   

Sets specific factors to be used in evaluating Mr. Brian L. Roberts, and Mr. Roberts discusses with the Compensation Committee the performance of our other NEOs.

 

   

Assesses each NEO’s responsibilities and roles with respect to overall corporate policy-making, management, operations and administration, as well as the importance of retaining the NEO.

 

   

Evaluates each NEO’s prior year performance, both in terms of his contribution to our performance and as compared to his individual performance goals.

 

   

Evaluates our overall prior year performance, both in terms of financial results and progress on strategic initiatives, including a comparison of our performance to our competitors.

NEO Evaluations

The Compensation Committee employs a rigorous process to evaluate our NEOs’ performance that informs its compensation decisions for the year, including those related to an NEO’s base salary and annual equity award, the attainment of qualitative objectives for our annual cash bonus and awarding any additional performance-related bonuses. This design allows our Compensation Committee to employ a holistic evaluation process with extensive performance reviews, taking into account factors in and out of management’s control, while balancing it with our financial and shareholder outcomes, to get to a better result than a purely formulaic calculation would provide. Each year, our Compensation Committee establishes a set of defined objectives for the qualitative portion of our annual cash bonus, which may be tied to an NEO’s or our company’s overall performance or to key company initiatives, such as diversity and customer service initiatives, at the time it determines the quantitative bonus metrics. In determining payout levels on the qualitative metrics, the Compensation Committee critically evaluates, as appropriate, our NEOs’ and company’s performance and their progress on any key initiatives, based on the defined objectives. Additionally, the Compensation Committee evaluates the performance of our NEOs over the course of the year and, from time to time, may award additional performance-related bonuses to reward exceptional performance or in light of an NEO assuming additional responsibilities or entering into a new employment agreement.

Company Performance. The Compensation Committee considers overall performance of our company when approving pay decisions for our NEOs. Despite intensifying competition and a challenging regulatory environment in 2015, we delivered healthy growth in our key operating metrics, growing revenue by 8.3%, operating cash flow by 7.7% and free cash flow by 9.4%. We also returned over $9 billion of capital to shareholders. 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.

NEO Performance. All of our NEOs provided critical strategic vision and leadership to our company as we continue to shape the future of technology and media. Our NEOs maintained their focus on our day-to-day operations throughout 2015, including during integration planning in the first few months of 2015 relating to the Time Warner Cable transaction before the transaction was terminated, and promptly shifting their focus following the termination. The NEOs fostered team building and collaboration among the senior leadership teams of both Comcast and NBCUniversal to further reinforce our “one Company” culture, with each NEO continuing to exert additional efforts on strategic issues, cultural integration and transition execution related to the NBCUniversal transaction. Our Project Symphony continues to be a strong driver of business results at both Comcast and NBCUniversal, which is supported by cross-company cooperation on technology initiatives such as TV Everywhere, advanced and interactive advertising and electronic sell through.

To reinforce critical aspects of our business, customer service metrics and product rollout targets were introduced as components of our NEOs’ annual cash bonus. In 2015, we achieved some of our best customer service metrics in years, including by improving our on-time rate, nearing our goal of attaining

 

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100% on time arrival for scheduled appointments. We also saw lower repeat tech visits due to our goal to solve more problems the first time, and our time to answer phone calls improved. Our NEOs, individually and as a team, were instrumental in supporting and promoting this initiative throughout our entire company.

Our NEOs also continued to frame and support our strategic plans to accelerate the deployment of certain enhanced products to our customer base. We continued to actively deploy our X1 set-top boxes and wireless gateways throughout our footprint, with approximately 30% of our video customers having X1 set-top boxes and more than 70% of our residential high-speed data customers having wireless gateways as of the end of 2015. In addition, as of the end of 2015, our Cloud DVR technology was available in substantially all of our markets.

When assessing NEO performance, our Compensation Committee considered each NEO’s progress on these and other strategic initiatives, including those described starting on page 53 above. In particular:

 

   

Mr. Roberts was instrumental in continuing to shape the strategic vision of our company. He also continued to demonstrate strong leadership among our NEOs and senior leadership team in championing our technology initiatives, in focusing on the customer experience, in creating a culture of integrity and compliance and in reinforcing our “one Company” culture and diversity initiatives.

 

   

Since becoming our CFO, Mr. Cavanagh has provided critical financial and strategic leadership to our company. He successfully transitioned into this role, and quickly gained an in-depth understanding of our company and its various businesses. He also successfully managed our balance sheet. He has helped ensure that our capital allocation framework supports all of our business initiatives and strategies, and has provided critical leadership in framing our current capital allocation framework.

 

   

Mr. Burke successfully managed NBCUniversal, which had revenue growth of 11.9% and operating cash flow growth of 14.8% in 2015. These results were driven by the results of our filmed entertainment business, which had three films in 2015, Furious 7, Jurassic World and Minions, reach $1 billion in worldwide theatrical receipts and the continued success of our Universal theme park attractions (including The Wizarding World of Harry Potter™ — Diagon Alley™in Orlando and the Fast & Furious™ — Supercharged™ studio tour in Hollywood). We believe Mr. Burke’s strategic vision (including his commitment to continuing to invest in our programming assets and grow our theme parks business, both domestically and internationally) is a critical factor in NBCUniversal attaining such strong results.

 

   

Mr. Smit successfully managed Comcast Cable, which had revenue growth of 6.2% and operating cash flow growth of 5.6% in 2015. Mr. Smit continues to provide strategic leadership to our cable communications business, including by seamlessly leading us through the integration planning for, and promptly shifting priorities following the termination of, the Time Warner Cable transaction. His focus on our newer customer experience initiatives has led to improved customer service metrics, even with increased activity levels created by the accelerated deployment of new products, such as our X1 set-top boxes, Cloud DVR technology and wireless gateways. As a result of our improved customer service and accelerated product deployments, our customer churn metrics improved, and in 2015, we added 666,000 net customer relationships – an 86% year-over-year improvement.

 

   

Mr. Cohen provided critical leadership to our corporate communications, external affairs and governmental relations functions at a time when we are facing an increasingly challenging regulatory environment. He also has effectively managed his other significant administrative responsibilities by continuing to lead our diversity initiatives and community investment functions. Through Mr. Cohen’s leadership, we continue to execute on our diversity initiatives, which reach far beyond our efforts to diversify our workforce and span both Comcast Cable and NBCUniversal. We increased the level of our spend from minority and women-owned vendors by

 

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28% year over year to a total of $2.6 billion in 2015 and joined the Billion Dollar Roundtable for having spent more than $1 billion with those vendors, increased diverse programming available On Demand and online by 70% in 2015 and hired new minority and female leaders at the vice president level and above representing 29.2% and 43.1%, respectively, of our total new hire leaders in 2015. We also are the cable industry’s leader in making cable services more accessible to individuals with disabilities, as evidenced by our development of the nation’s first talking video TV interface and voice-activated remote control.

 

   

While he was our CFO, Mr. Angelakis provided critical financial and strategic leadership to our company, including to our corporate development and strategy functions and initiatives. He successfully managed our balance sheet and ensured that our capital allocation framework supported all of our business initiatives and strategies.

Compensation Decisions for 2015

Base Salary

In March 2015, the Compensation Committee increased the base salaries of Messrs. Roberts, Burke, Cohen and Angelakis by 2.5%. The Compensation Committee increased Mr. Smit’s base salary by 15.5% in March 2015 in connection with his entering into a new employment agreement in December 2014.

Annual Cash Bonus

Our cash bonus plan, which was approved by our shareholders, provides a variable and performance-based element to annual cash compensation.

 

   

The target bonus opportunity amount in 2015, expressed as a percentage of salary, was 300% for Messrs. Roberts, Cavanagh, Burke, Smit and Angelakis and 200% for Mr. Cohen.

 

   

Under our cash bonus plan, a threshold quantitative performance goal must be satisfied as a condition for any bonus payment to occur. For 2015, this threshold performance goal was that our consolidated operating cash flow in 2015 must be at least 101% of that in 2014, and this was achieved.

 

   

Because this threshold goal was achieved, for 2015, for the NEOs (other than Mr. Burke), up to 85% of the target bonus payment amount was based on quantitative goals and up to 15% was based on qualitative goals. For Mr. Burke, up to 75% of the target bonus payment amount was based on these same quantitative goals and up to 25% was based on qualitative goals. The qualitative portion of the NEOs’ bonuses was based on the Compensation Committee’s determination of their level of achievement in contributing to the overall management of Comcast, including the continuing management of Comcast Cable (for all NEOs other than Mr. Burke) and NBCUniversal (for all NEOs other than Mr. Smit) and the continuing focus on critical diversity and customer service metrics.

 

   

As a result of our strong performance during 2015 as described above in “Executive Summary,” of a potential maximum bonus payment of 161% of the NEOs’ target bonuses (164% in the case of Mr. Burke), the Compensation Committee considered it appropriate to award bonuses based on actual achievement of the quantitative and qualitative goals of approximately 125% of the target bonuses (126% in the case of Mr. Burke). However, prior to any such determination, the NEOs requested that they not receive more than 111% of their target bonuses to more closely align their bonus outcomes with those of other management employees. After considering this request, the Compensation Committee determined to limit the NEOs’ 2015 cash bonus awards to the level requested by them.

 

   

The table below provides further details of our 2015 cash bonus plan for our NEOs other than Mr. Burke, including the levels that were pre-established for the quantitative goals and the actual achievement against those goals. The target levels established for the quantitative goals are bolded. Given Mr. Burke’s role as CEO of NBCUniversal, his weightings for the customer experience and product rollout varied slightly from the other NEOs, and more discretionary weight was given to him based on NBCUniversal’s performance.

 

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The Compensation Committee established the quantitative goals below based on an in-depth consolidated budget that is prepared annually, which takes into consideration the cyclicality of working capital in our business, capital spending plans for the upcoming year, target product rollout numbers and other relevant factors. For 2015 in particular, the goals below reflect that capital expenditures and software spending was expected to increase by approximately $1 billion to support accelerated product rollouts and our working capital was expected to have a significant negative impact on our cash flows.

 

Goal  

Achievement Range

(in billions)

  (% of target bonus)  

Consolidated

Operating Cash Flow

  £  $23.50

> $23.50 – $24.10

> $24.10 – $24.20

> $24.20 – $24.60 or more

   

 

 

 

0%

12% – 27%(1)

30%

33% – 45%(1)

  

  

  

  

Actual 2015 Achievement

  $24.598(4)     42%   

Consolidated

Free Cash Flow

  £  $6.95

> $6.95 – $7.55

> $7.55 – $7.65

> $7.65 – $8.05 or more

   

 

 

 

0%

8% – 18%(1)

20%

22% – 30%(1)

  

  

  

  

Actual 2015 Achievement

  $8.935     30%   

Consolidated

Revenue

  £ $71.30

> $71.30 – $72.50

> $72.50 – $72.70

> $72.70 – $73.50 or more

   

 

 

 

0%

4% – 9%(2)

10%

11% – 15%(2)

  

  

  

  

Actual 2015 Achievement

  $74.341(4)     15%   

Customer Experience

(measured by Customer

Satisfaction levels)

  £ 88.40%

> 88.40% – 90.0%

> 90.0% – 90.40%

> 90.40% – 91.01% or more

   

 

 

 

0%

3% – 13.5%

15%

16.5% – 21%

  

  

  

  

Actual 2015 Achievement

        14.3%   

Product Rollout

(measured by internal product rollout grade)

    0% – 20%   

 

Actual 2015 Achievement

        9%   

Qualitative Goal(3)

      0% – 30%   

Actual 2015 Achievement

        15%   
% of Target Bonus Achieved for 2015         125.3%   
% of Target Bonus Paid for 2015         111%   
Actual Bonus for 2015   Roberts:       $9,752,731

Cavanagh:   $5,994,000

Burke:          $9,053,646

 

   

 

 

Smit:               $5,904,306

Cohen:         $3,183,735

Angelakis:    $6,005,036

  

  

  

(1) Determined based on incremental increases of $100 million.

 

(2) Determined based on incremental increases of $200 million.

 

(3) The qualitative portion of the annual cash bonus was determined based on predetermined objectives tied primarily to the NEOs’ collective management of our company, each NEO’s individual management of his respective function and the attainment of critical diversity and customer service metrics.

 

(4) Consolidated operating cash flow and consolidated revenue were reduced by $80 million and $169 million, respectively, from the amounts as reported in our consolidated financial statements to exclude the benefit of additional operating cash flow and revenue from our acquisition of a 51% interest in Universal Studios Japan in November 2015.

 

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Equity-Based Incentive Compensation

The Compensation Committee seeks to achieve the long-term objectives of equity compensation in part by extending the vesting period for options and RSUs granted under our annual award program over a longer time period than most other large public companies, though RSUs granted to Mr. Roberts generally vest in full 13 months after the date of grant.

 

   

In general, the total value of equity-based compensation is based on a proportional relationship to the expected cash compensation of each NEO, taking into account awards made at the same time to other executives, as well as the value of equity-based compensation awarded to comparable NEOs at our peer companies.

 

   

The grant date value of equity-based compensation in our annual award program has not materially increased over the last several years, although the annual equity award for Mr. Burke was lower in 2015 due to a higher RSU award in 2014 as a result of NBCUniversal’s extraordinary performance.

 

   

RSUs and stock options each represented approximately 50% of the total value of equity awards granted to Mr. Roberts, while the mix varied among the other NEOs in 2015.

 

   

Shares underlying RSUs granted in March 2015 as part of our annual award program vest in their first scheduled year of vesting if performance goals have been achieved with respect to any prior year; any shares that did not vest in the first scheduled year of vesting because of the failure to achieve applicable 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 applicable performance goals are not achieved by the final potential vesting date, any unvested shares are forfeited.

 

   

For all RSUs granted in 2015, the Compensation Committee established the performance goal as consolidated operating cash flow being at least 101% of the consolidated operating cash flow in the prior twelve months (in which event the NEOs would receive 100% of the service vested portion of the award). Neither our Board nor the Compensation Committee has the discretion to vest these RSUs absent attainment of the applicable goal.

Deferred Compensation

The deferred compensation plan available to our NEOs allows certain employees, including all employees with base salaries of at least $250,000, to defer the receipt of cash compensation (i.e., base salary and annual bonus). In addition, our NEOs have specified amounts credited to their deferred compensation plan account, in each case, as described below under “Agreements with Our Named Executive Officers.” The deferred compensation plan is not tax qualified and is unfunded; account balances are unsecured and at-risk and may be forfeited in the event of a company bankruptcy. As of January 1, 2014, the interest crediting rate on deferred compensation account contributions was reduced to 9% from 12%, although it will remain at 12% for (i) compensation that was originally earned before 2014 (including any subsequent redeferrals), (ii) Company deferred compensation contributions made pursuant to employment agreements entered into before 2014 and (iii) certain future contributions depending generally on whether a participant’s account balance at certain points during the five-year period ending December 31, 2013 was higher than the participant’s balance at specified future times. Our deferred compensation plan is described in more detail below under “Nonqualified Deferred Compensation in and as of 2015 Fiscal Year-End.”

The Compensation Committee reviewed the deferred compensation plan balances of our NEOs and other key senior executives in 2014 and 2015 and annually reviews the embedded and projected costs of this plan.

 

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Additional Performance-Related Awards

From time to time, the Compensation Committee may grant cash bonuses or equity awards or make additional contributions to an NEO’s deferred compensation plan on account of extraordinary performance, unanticipated additional responsibilities, an employment agreement renewal or extension or other circumstances. The Compensation Committee grants these additional awards not only as a reward for extraordinary past performance, but also to motivate our executives to continue operating at such high levels of performance. See “Assessing NEO Performance” for additional information on the Compensation Committee’s use of discretion in awarding additional performance-related bonuses.

In December 2015, Mr. Smit was awarded additional compensation as a special performance-related short-term bonus in light of Comcast Cable’s extraordinary performance in 2015 and the exceptional and seamless transition of Comcast Cable’s operations from integration planning for the Time Warner Cable and Charter Communications transactions to executing on accelerated X1 and wireless gateway product rollouts and achieving some of the best customer service metrics in years. As a result, Mr. Smit received an RSU grant with a value of $4 million that will vest in thirteen months, subject to continued employment and satisfaction of the performance condition that our consolidated operating cash flow for 2016 equals at least 101% of that in 2015, and a $1 million contribution to his deferred compensation account. See “Executive Summary” for more information on Comcast Cable’s performance in 2015 and “Assessing NEO Performance — NEO evaluations” above for more information on Mr. Smit’s exceptional performance leading Comcast Cable in 2015.

In October 2015, we entered into a new employment agreement with Mr. Cohen to secure his employment through December 31, 2020, as described below in “Agreements with Our Named Executive Officers.” In connection with this agreement, Mr. Cohen received an RSU grant with a value of $3 million that will vest over a five-year period, subject to continued employment and satisfaction of the performance condition that our consolidated operating cash flow for the twelve-month period ending September 30, 2016 equals at least 101% of the operating cash flow for the prior twelve-month period (or that the operating cash flow for any subsequent twelve-month period ended September 30th during the vesting period equals at least 101% of that of the prior twelve-month period).

Other Policies and Considerations

Executive Stock Ownership Policy

We have a stock ownership policy for members of our senior management, including our NEOs, which is available on our website, www.comcastcorporation.com. Under these guidelines, (i) Mr. Roberts is expected to own our stock in an amount equal to at least ten times his annual base salary, (ii) the other NEOs are expected to own our stock in an amount equal to at least three times their annual base salaries, (iii) other executive officers must own an amount equal to at least one and a half times their annual base salaries and (iv) other key executives must own an amount equal to at least one times their annual base salaries. This policy is designed to increase our executives’ ownership stake in our company and align their interests with the interests of our shareholders. “Ownership” for purposes of this policy is defined to include stock owned directly or indirectly and shares credited under our employee stock purchase plan, which must be held for one year from the date credited, but “ownership” does not include any stock held in margin accounts or pledged as collateral for a loan (although none of our NEOs holds any stock in a margin account or has pledged any stock as collateral). In addition, “ownership” includes 60% of the shares owned under our 401(k) plan, deferred vested shares under our restricted stock plan and the net number of shares deliverable upon the exercise 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 NEOs were in compliance with the requirements of our stock ownership policy as of December 31, 2015. If an executive is not in compliance, he or she is prohibited from selling our stock (unless a hardship exemption is granted).

 

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Policies Regarding Trading Activities, Hedging and Pledging

Our trading policy prohibits our executive officers and directors from buying or selling any of our securities during specified blackout periods, and, when outside of those blackout periods, they may only buy or sell our securities with the prior approval of our General Counsel. This seeks to ensure that the executive officers will not trade in our securities at a time when they are in possession of material, nonpublic information. In addition, our executive officers and directors are prohibited from using any strategies or products (including derivative securities, such as put or call options, or short-selling techniques) to hedge against potential changes in the value of our stock. Executive officers and directors also may not hold Comcast stock in margin accounts or pledge our stock as collateral for a loan, unless it is approved by the Chair of our Governance and Directors Nominating Committee or his or her designee, who will consider such items as he or she deems relevant, including the amount of the pledge as compared to both our average daily trading volume and the total value of Comcast stock held by such person, as well as such person’s ability to repay any loans secured by Comcast stock or to substitute other assets as collateral.

No Automatic Payments in Connection with a Change in Control

We generally do not have any benefits, such as accelerated vesting of equity awards, 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, we believe it is in the best interests of our company for our Board and Compensation Committee, who are subject to fiduciary obligations to act in a manner they believe to be in the best interests of our company and shareholders, to retain the discretion to determine whether it is appropriate to accelerate the vesting of stock options and/or RSUs or provide other benefits in connection with a particular change in control transaction.

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 NEOs upon a termination of employment are described under the “Potential Payments upon Termination or Change in Control” table on page 87. These compensation arrangements are contained in each NEO’s employment or other agreements, which are summarized below under “Agreements with Our Named Executive Officers,” 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 nonexecutive employees upon termination of employment.

Recoupment (or “Clawback”) Policy

We have an incentive compensation recoupment (or “clawback”) policy providing 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 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

 

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compensation would have been less had the financial statements been correct. Our Compensation Committee and the Governance and Directors Nominating Committee review this policy from time to time, and they will review it following the SEC’s adoption of final rules regarding recoupment policies arising under the Dodd-Frank Act.

Award Timing

As has been the practice in the past, our annual equity incentive awards are granted each year on the second bi-weekly pay date in March to employees other than those at NBCUniversal, who receive awards on each March 1st. These annual awards are approved by the Compensation Committee at a meeting on or prior to the grant date. Our off-cycle awards (for new hires, mid-year promotions, etc.) are granted in accordance with pre-established grant date schedules.

Tax and Accounting Considerations

The Compensation Committee periodically reviews our compensation practices with respect to tax deductibility of compensation paid under Section 162(m) of the Internal Revenue Code. When the Compensation Committee determines it to be appropriate, it designs compensation to provide for tax deductibility, taking into account the terms of our employment agreements and related contractual commitments and any other factors it determines to be relevant. For example, one of the reasons we generally include a performance condition in RSU awards to our NEOs is to be able to obtain a tax deduction for their compensatory value. In the exercise of its business judgment, the Compensation Committee has awarded, and may in the future award, compensation that is not tax deductible if it determines that such award is consistent with its philosophy and is in our and our shareholders’ best interests. In addition, our employment agreements with our NEOs seek to ensure that any compensation that could be characterized as nonqualified deferred compensation is exempt from or complies with Section 409A of the Internal Revenue Code.

The Compensation Committee also considers the accounting treatment of the various forms and components of compensation in determining types and levels of compensation for our NEOs.

In addition, the Internal Revenue Code limits the amount that companies can deduct for the personal use of Company-provided aircraft to the amount recognized as income by the executives who used the aircraft. In 2015, the total amount of our disallowed tax deduction resulting from the personal use of Company-provided aircraft by our NEOs and any guests was approximately $8.1 million.

Other Considerations

The Compensation Committee is aware that Mr. Brian L. Roberts is a son of our late 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 NEOs.

 

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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)

Edward D. Breen

Joseph J. Collins

Gerald L. Hassell

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is, or ever has been, an employee or an officer of our company. None of our executive officers has served during 2015 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 2015

The following table sets forth specified information regarding the compensation for 2015, 2014 and 2013 of our Chairman of the Board, President and Chief Executive Officer (Mr. Brian L. Roberts), our Chief Financial Officer (Mr. Michael J. Cavanagh), our former Vice Chairman and Chief Financial Officer (Mr. Michael J. Angelakis) and our next three most highly compensated executive officers (Messrs. Stephen B. Burke, Neil Smit and David L. Cohen). We refer to these individuals as our named executive officers or NEOs.

 

Name and

Principal Position

  Year     Salary     Bonus     Stock
Awards(1)
    Option
Awards(2)
    Non-Equity
Incentive Plan

Compensation(3)
  Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(4)
  All Other
Compensation(5)
  Total  

Brian L. Roberts

Chairman of the
Board, President and
Chief Executive Officer

   

 

 

2015

2014

2013

  

  

  

  $

 

 

2,928,748

2,857,315

2,800,761

  

  

  

  $

 

 


  

  

  

  $

 

 

5,350,500

5,253,700

5,257,200

  

  

  

  $

 

 

5,350,302

5,350,925

5,332,800

  

  

  

  $9,752,731

  9,000,542

  9,242,511

  $8,727,525

  6,495,491

  5,058,930

  $4,138,463

  4,003,083

  3,675,052

   

 

 

$36,248,269

  32,961,056

  31,367,254

  

  

  

Michael J. Cavanagh

Chief Financial Officer(6)

    2015        1,800,000               16,495,009        4,000,201        5,994,000     447,404     11,909,632       40,646,246   

Stephen B. Burke

President and CEO
of NBCUniversal

   

 

 

2015

2014

2013

  

  

  

   

 

 

2,718,813

2,652,500

2,381,285

  

  

  

   

 

 


  

  

  

   

 

 

6,341,903

7,360,160

6,800,147

  

  

  

   

 

 

5,350,302

5,350,925

4,708,000

  

  

  

    9,053,646

  8,355,375

  7,858,241

    6,124,757

  3,799,819

  4,147,711

    4,074,455

  6,397,081

  5,216,244

   

 

 

  33,663,876

  33,915,860

  31,111,628

  

  

  

Neil Smit

President and CEO
of Comcast Cable
Communications

   

 

 

2015

2014

2013

  

  

  

   

 

 

1,773,065

1,568,546

1,530,433

  

  

  

   

 

 


  

  

  

   

 

 

8,369,688

7,579,178

3,702,265

  

  

  

   

 

 

4,375,269

3,000,954

2,992,000

  

  

  

    5,904,306

  4,940,920

  5,050,428

    4,654,095

  3,261,770

  2,433,390

    2,869,287

  2,766,605

  1,695,488

   
 

 

  27,945,710
  23,117,973

  17,404,004

  
  

  

David L. Cohen

Senior Executive
Vice President

   

 

 

2015

2014

2013

  

  

  

   

 

 

1,434,115

1,399,137

1,365,140

  

  

  

   

 

 


  

  

  

   

 

 

5,756,663

2,534,952

3,481,575

  

  

  

   

 

 

2,769,471

2,768,064

2,763,200

  

  

  

    3,183,735

  2,938,187

  3,003,308

    3,350,875

  2,555,319

  2,079,985

    1,424,569

  1,317,520

  1,264,243

   

 

 

  17,919,428

  13,513,179

  13,957,451

  

  

  

Michael J. Angelakis

Former Vice
Chairman and Chief
Financial Officer(7)

   

 

 

2015

2014

2013

  

  

  

   

 

 

1,803,314

1,759,331

1,716,582

  

  

  

   

 

 


  

  

  

   

 

 

4,803,842

4,475,224

4,494,930

  

  

  

   

 

 

3,812,886

3,812,742

3,819,200

  

  

  

    6,005,036

  5,541,892

  5,664,721

    1,699,703

  1,259,963

  1,623,149

    2,056,342

  2,025,300

  1,857,791

   

 

 

  20,181,123

  18,874,452

  19,176,373

  

  

  

 

(1) The amounts in this column for 2015 represent the aggregate grant date fair value of performance-based RSUs granted to each of the NEOs, 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 NEOs, 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 year ended December 31, 2015. 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 SEC 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 to consider that dividend equivalents that accrue during the vesting period are not paid out until the underlying shares vest. See the “Grants in 2015 of Plan-Based Awards” table on page 75 for additional information on RSUs granted in 2015.

 

(2)

The amounts in this column for 2015 represent the aggregate grant date fair value of stock options granted to each of the NEOs in accordance with FASB ASC Topic 718. Under SEC 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 NEOs, were calculated using the Black-Scholes option-pricing model, based upon the following valuation assumptions for options granted in March 2015 to our NEOs other than Mr. Cavanagh and in May 2015 to Mr. Cavanagh: an expected volatility of approximately 23%,

 

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  an expected term to exercise of 6 years, an interest rate of approximately 1.6% (1.7% in the case of the May 2015 grant to Mr. Cavanagh) and a dividend yield of approximately 1.7% (1.8% in the case of the May 2015 grant to Mr. Cavanagh). For information on valuation assumptions with respect to grants made before 2015, refer to the footnotes in the “Summary Compensation Table” in our definitive proxy statements filed with the SEC in 2014 and 2015. See the “Grants in 2015 of Plan-Based Awards” table on page 75 for additional information on options granted in 2015.

 

(3) The amounts in this column represent annual performance-based bonuses earned by our NEOs under our 2006 Cash Bonus Plan. See the “Grants in 2015 of Plan-Based Awards” table on page 75 and “Compensation Discussion and Analysis — Compensation Decisions for 2015 — Annual Cash Bonus” above for additional information on these bonuses and the achievement of specified metrics in 2015.

 

(4) 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 interest crediting rates on deferred compensation were 9% or 12%, depending on a variety of factors as more fully discussed below in “Nonqualified Deferred Compensation in and as of 2015 Fiscal Year-End” on page 81.

 

(5) The amounts in this column for 2015 include: (a) Company contributions to our retirement-investment plan accounts in the amount of $10,000 for each NEO, other than Mr. Cavanagh, whose Company contribution was $11,925; (b) Company contributions to our deferred compensation plans (Mr. Roberts, $3,828,845; Mr. Cavanagh, $11,800,000; Mr. Burke, $3,675,000; Mr. Smit, $2,823,259; Mr. Cohen, $1,215,506; and Mr. Angelakis, $1,823,259); and (c) amounts on account of personal use of Company-provided aircraft (Mr. Roberts, $299,618; Mr. Cavanagh, $97,707; Mr. Burke, $389,455; Mr. Smit, $36,028; Mr. Cohen, $199,063; and Mr. Angelakis, $223,083).

For security and business reasons, Company practices and policy strongly encourage, and in some cases may require, Messrs. Roberts and Burke to use Company-provided aircraft for business and personal travel. Our other NEOs also have access to Company-provided aircraft, as it affords all of our NEOs greater security, allows travel time to be used productively and enables them to be immediately available to respond to business priorities from any location. Our policy allows an NEO to bring guests, such as family members, on flights on Company-provided aircraft. The NEOs are required to pay us for personal use of Company-provided aircraft in amounts determined by Company policy. The NEOs are imputed income for costs related to use of Company-provided aircraft when required under Internal Revenue Code guidelines. We do not reimburse the NEOs for any taxes incurred as a result of imputed income. In addition, the Internal Revenue Code limits the amount that we can deduct for the personal use of Company-provided aircraft to the amount recognized as income by our executives who use the aircraft; the amounts in the table above do not include our 2015 disallowed tax deduction of $8.1 million resulting from the personal use of Company-provided aircraft by our NEOs and any guests.

The amounts reflected for each NEO on account 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 NEO. 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 NEO 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, our NEOs are required to pay us in full (and have paid us in full) for such benefits.

 

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(6) On May 11, 2015, Mr. Cavanagh became one of our employees, and on July 1, 2015, he was appointed as our Senior Executive Vice President and Chief Financial Officer in connection with Mr. Angelakis’s resignation as our Vice Chairman and Chief Financial Officer as described in footnote 7 below.

 

(7) Mr. Angelakis resigned as our Vice Chairman and Chief Financial Officer as of June 30, 2015 and remained our employee through the remainder of 2015 to assist us and Mr. Cavanagh with transitional and other matters. As of January 1, 2016, he became the Chief Executive Officer of Atairos Group, Inc., a new, strategic company formed by us and Mr. Angelakis.

GRANTS IN 2015 OF PLAN-BASED AWARDS

The table below provides information about equity and non-equity awards granted to our NEOs in 2015 as follows: (1) the grant date for equity awards; (2) the estimated future payouts under non-equity incentive plan awards (columns (a), (b) and (c)); (3) the estimated future payouts under equity incentive plan awards, which consist of performance-based RSUs (columns (d), (e) and (f)); (4) option awards, which consist of the number of shares underlying stock options (column (g)); (5) 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 (h)); and (6) the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718 (column (i)).

 

         

 

 

Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)

   

 

 

Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)

    All Other
Option
Awards:
Number of
Securities
Underlying
Options(3)

(g)
    Exercise
or Base
Price of
Option
Awards

(h)
    Grant
Date Fair
Value of
Stock and
Option
Awards(4)

(i)
 

Name

  Grant
Date
    Threshold
(a)
    Target
(b)
    Maximum
(c)
    Threshold
(d)
    Target
(e)
    Maximum
(f)
       

Brian L. Roberts

         $ 2,372,286      $ 8,786,244      $ 14,145,853               
    3/20/2015              90,000        90,000        90,000          $ 5,350,500   
    3/20/2015                    453,800        $59.45        5,350,302   

Michael J. Cavanagh

           1,458,000        5,400,000        8,694,000               
    5/15/2015 (5)            291,333        291,333        291,333            16,495,009   
    5/15/2015 (5)                  357,480        56.64        4,000,201   

Stephen B. Burke

           2,120,674        8,156,439        13,376,560               
    3/20/2015              106,820        106,820        106,820            6,341,903   
    3/20/2015                    453,800        59.45        5,350,302   

Neil Smit

           1,436,183        5,319,195        8,563,904               
    3/20/2015              73,600        73,600        73,600            4,369,632   
    3/20/2015                    371,100        59.45        4,375,269   
    12/24/2015 (5)            69,809        69,809        69,809            4,000,056   

David L. Cohen

           774,422        2,868,230        4,617,850               
    3/20/2015              46,500        46,500        46,500            2,760,705   
    3/20/2015                    234,900        59.45        2,769,471   
    10/30/2015 (5)            47,920        47,920        47,920            2,995,958   

Michael J. Angelakis

           1,460,684        5,409,942        8,710,007               
    3/20/2015              80,900        80,900        80,900            4,803,842   
    3/20/2015                    323,400        59.45        3,812,886   

 

(1) Represents annual performance-based bonus awards granted under our 2006 Cash Bonus Plan. The actual amounts earned with respect to these bonuses for 2015 are included in the “Summary Compensation Table for 2015” on page 73 under the “Non-Equity Incentive Plan Compensation” column.

 

(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 consolidated operating cash flow equaling or exceeding 101% of that in an applicable prior year period, as described above in “Compensation Discussion and Analysis — Compensation Decisions for 2015 — Equity-Based Incentive Compensation,” shares subject to these RSUs will vest as follows: (i) RSUs granted to Mr. Roberts on March 20, 2015 and to Mr. Smit on December 24, 2015 vest 100% on the 13-month anniversary of the date of grant (April 20, 2016 and January 24, 2017, respectively); (ii) RSUs granted

 

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  to Mr. Angelakis vest approximately 33% on the 13-month anniversary of the date of grant (April 20, 2016), approximately 12% on each of the second, third and fourth anniversaries of the date of grant (March 20, 2017, 2018 and 2019) and approximately 32% on the fifth anniversary of the date of grant (March 20, 2020); (iii) RSUs granted to Messrs. Burke, Smit and Cohen on March 20, 2015 vest 15% on the 13-month anniversary of the date of grant (April 20, 2016), 15% on each of the second, third and fourth anniversaries of the date of grant (March 20, 2017, 2018 and 2019) and 40% on the fifth anniversary of the date of grant (March 20, 2020); (iv) RSUs granted to Mr. Cavanagh vest approximately 69% on the 13-month anniversary of the date of grant (June 15, 2016), approximately 9% on each of the second and third anniversaries of the date of grant (May 15, 2017 and 2018), approximately 4% on the fourth anniversary of the date of grant (May 15, 2019) and approximately 9% on the fifth anniversary of the date of grant (May 15, 2020); and (v) RSUs granted to Mr. Cohen on October 30, 2015 vest 15% on the 13-month anniversary of the date of grant (November 30, 2016), 15% on each of the second, third and fourth anniversaries of the date of grant (October 30, 2017, 2018 and 2019) and 40% on the fifth anniversary of the date of grant (October 30, 2020). Dividend equivalents accrue on shares underlying these RSUs, although the amounts only will be paid (without interest) if and when the shares underlying the RSU vest.

 

(3) The amounts in this column represent shares of our Class A common stock underlying stock options granted under our 2003 Stock Option Plan. Options granted on March 20, 2015 to Messrs. Roberts, Burke, Smit, Cohen and Angelakis and on May 15, 2015 to Mr. Cavanagh become exercisable, as applicable: 30% of the shares become exercisable on the second anniversary of the date of grant (March 20 or May 15, 2017), 15% on each of the third, fourth and fifth anniversaries of the date of grant (March 20 or May 15, 2018, 2019 and 2020), 5% on each of the sixth through ninth anniversaries of the date of grant (March 20 or May 15, 2021, 2022, 2023 and 2024) and 5% on the nine-and-a-half-year anniversary of the date of grant (September 20 or November 15, 2024).

 

(4) 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 NEOs. The grant date fair value of RSUs was determined as described in footnote (1) to the “Summary Compensation Table for 2015” on page 73. Amounts with respect to stock options were calculated using the Black-Scholes option-pricing model, based upon the assumptions set forth in footnote (2) to the “Summary Compensation Table for 2015.”

 

(5) These grants were approved on the following dates: Mr. Cavanagh, May 5, 2015; Mr. Smit, October 14, 2015; and Mr. Cohen, October 14, 2015.

 

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OUTSTANDING EQUITY AWARDS AT 2015 FISCAL YEAR-END

The following table provides information on the holdings of stock option and stock awards by our NEOs as of December 31, 2015. This table includes unexercised vested and unvested options to purchase shares of Class A common stock (see columns (a), (b), (c) and (d)), unvested RSUs with respect to shares of Class A common stock (see columns (e) and (f)) and unvested performance-based RSUs with respect to shares of Class A common stock, the vesting of which is subject to achieving specified increases in consolidated operating cash flow or free cash flow (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, 2015, or $56.43.

 

    Option Awards     Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options
Exercisable

(a)
    Number of
Securities
Underlying
Unexercised
Options
Unexercisable(2)
(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(3)

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

(h)
 

Brian L. Roberts

               
                90,000        $5,078,700   
    756,000               $17.50        03/09/2016           
    493,200        54,800        25.44        03/15/2017           
    682,550        120,450        18.98        03/27/2018           
    916,000        229,000        14.54        03/26/2019           
    868,500        289,500        18.34        03/25/2020           
    503,400        335,600        25.02        03/24/2021           
    294,750        360,250        29.99        03/22/2022           
    181,800        424,200        41.22        03/21/2023           
           482,500        50.00        03/20/2024           
           453,800        59.45        03/19/2025           

Michael J. Cavanagh

               
                291,333        16,439,921   
           357,480        56.64        05/14/2025           

Stephen B. Burke

               
                439,425        24,796,753   
    30,240               17.50        03/09/2016           
           43,840        25.44        03/15/2017           
           96,360        18.98        03/27/2018           
           184,000        14.54        03/26/2019           
           233,250        18.34        03/25/2020           
    405,600        270,400        25.02        03/24/2021           
    287,100        350,900        29.99        03/22/2022           
    160,500        374,500        41.22        03/21/2023           
           482,500        50.00        03/20/2024           
           453,800        59.45        03/19/2025           

Neil Smit

               
                469,265        26,480,624   
    345,150        115,050        18.34        03/25/2020           
    258,600        172,400        25.02        03/24/2021           
    183,150        223,850        29.99        03/22/2022           
    102,000        238,000        41.22        03/21/2023           
           270,600        50.00        03/20/2024           
           371,100        59.45        03/19/2025           

David L. Cohen

               
                334,755        18,890,225   
    49,680        25,520        25.44        03/15/2017           
    317,900 (1)      56,100        18.98        03/27/2018           
    432,000        108,000        14.54        03/26/2019           
    410,850 (1)      136,950        18.34        03/25/2020           
    238,200        158,800        25.02        03/24/2021           
    168,750        206,250        29.99        03/22/2022           
    94,200        219,800        41.22        03/21/2023           
           249,600        50.00        03/20/2024           
           234,900        59.45        03/19/2025           

 

77


Table of Contents
    Option Awards     Stock Awards  

Name

  Number of
Securities
Underlying
Unexercised
Options
Exercisable

(a)
    Number of
Securities
Underlying
Unexercised
Options
Unexercisable(2)
(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(3)

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

(h)
 

Michael J. Angelakis

               
                337,160        19,025,939   
           24,774        25.95        03/29/2017           
           72,270        18.98        03/27/2018           
           138,000        14.54        03/26/2019           
           176,350        18.34        03/25/2020           
           204,400        25.02        03/24/2021           
           283,800        29.99        03/22/2022           
           303,800        41.22        03/21/2023           
           343,800        50.00        03/20/2024           
           323,400        59.45        03/19/2025           

 

(1) Mr. Cohen assigned to family trusts a portion of these options representing 168,300 and 164,340 shares, respectively.

 

(2) Vesting dates for each outstanding unvested option award for the NEOs are as follows:

 

Vesting Date

   Exercise
Price
     Number of Shares Underlying Vesting Awards  
      Brian L.
  Roberts  
     Michael J.
  Cavanagh  
     Stephen B.
      Burke      
     Neil
  Smit  
     David L.
  Cohen  
     Michael J.
  Angelakis  
 

2016

                    

03/16/2016

   $ 25.44         27,400                 21,920                 12,760           

03/21/2016

     50.00         144,750                 144,750         81,180         74,880         103,140   

03/22/2016

     41.22         90,900                 80,250         51,000         47,100         65,100   

03/23/2016

     29.99         98,250                 95,700         61,050         56,250         77,400   

03/25/2016

     25.02         125,850                 101,400         64,650         59,550         76,650   

03/26/2016

     18.34         57,900                 46,650         23,010         27,390         35,270   

03/27/2016

     14.54         57,250                 46,000                 27,000         34,500   

03/28/2016

     18.98         40,150                 32,120                 18,700         24,090   

03/30/2016

     25.95                                                 12,387   

09/16/2016

     25.44         27,400                 21,920                 12,760           

09/30/2016

     25.95                                                 12,387   

2017

                    

03/20/2017

     59.45         136,140                 136,140         111,330         70,470         97,020   

03/21/2017

     50.00         72,375                 72,375         40,590         37,440         51,570   

03/22/2017

     41.22         90,900                 80,250         51,000         47,100         65,100   

03/23/2017

     29.99         98,250                 95,700         61,050         56,250         77,400   

03/25/2017

     25.02         41,950                 33,800         21,550         19,850         25,550   

03/26/2017

     18.34         57,900                 46,650         23,010         27,390         35,270   

03/27/2017

     14.54         57,250                 46,000                 27,000         34,500   

03/28/2017

     18.98         40,150                 32,120                 18,700         24,090   

05/15/2017

     56.64                 107,244                                   

09/28/2017

     18.98         40,150                 32,120                 18,700         24,090   

2018

                    

03/20/2018

     59.45         68,070                 68,070         55,665         35,235         48,510   

03/21/2018

     50.00         72,375                 72,375         40,590         37,440         51,570   

03/22/2018

     41.22         90,900                 80,250         51,000         47,100         65,100   

03/23/2018

     29.99         32,750                 31,900         20,350         18,750         25,800   

03/25/2018

     25.02         41,950                 33,800         21,550         19,850         25,550   

03/26/2018

     18.34         57,900                 46,650         23,010         27,390         35,270   

 

78


Table of Contents

Vesting Date

   Exercise
Price
     Number of Shares Underlying Vesting Awards  
      Brian L.
  Roberts  
     Michael J.
  Cavanagh  
     Stephen B.
      Burke      
     Neil
  Smit  
     David L.
  Cohen  
     Michael J.
  Angelakis  
 

03/27/2018

     14.54         57,250                 46,000                 27,000         34,500   

05/15/2018

     56.64                 53,622                                   

09/27/2018

     14.54         57,250                 46,000                 27,000         34,500   

2019

                    

03/20/2019

     59.45         68,070                 68,070         55,665         35,235         48,510   

03/21/2019

     50.00         72,375                 72,375         40,590         37,440         51,570   

03/22/2019

     41.22         30,300                 26,750         17,000         15,700         21,700   

03/23/2019

     29.99         32,750                 31,900         20,350         18,750         25,800   

03/25/2019

     25.02         41,950                 33,800         21,550         19,850         25,550   

03/26/2019

     18.34         57,900                 46,650         23,010         27,390         35,270   

05/15/2019

     56.64                 53,622                                   

09/26/2019

     18.34         57,900                 46,650         23,010         27,390         35,270   

2020

                    

03/20/2020

     59.45         68,070                 68,070         55,665         35,235         48,510   

03/21/2020

     50.00         24,125                 24,125         13,530         12,480         17,190   

03/22/2020

     41.22         30,300                 26,750         17,000         15,700         21,700   

03/23/2020

     29.99         32,750                 31,900         20,350         18,750         25,800   

03/25/2020

     25.02         41,950                 33,800         21,550         19,850         25,550   

05/15/2020

     56.64                 53,622                                   

09/25/2020

     25.02         41,950                 33,800         21,550         19,850         25,550   

2021

                    

03/20/2021

     59.45         22,690                 22,690         18,555         11,745         16,170   

03/21/2021

     50.00         24,125                 24,125         13,530         12,480         17,190   

03/22/2021

     41.22         30,300                 26,750         17,000         15,700         21,700   

03/23/2021

     29.99         32,750                 31,900         20,350         18,750         25,800   

05/15/2021

     56.64                 17,874                                   

09/23/2021

     29.99         32,750                 31,900         20,350         18,750         25,800   

2022

                    

03/20/2022

     59.45         22,690                 22,690         18,555         11,745