The passcode for the call is 8066249. Mr. Ellen is also eligible to participate in the Executive Bonus Plan with a target bonus of not less than 160% of his annual base salary. No severance is payable in the event of a termination based on death or disability of any NEO other than Mr. Bickham who, pursuant to sit on, commonly called “overboarding.” Under typical overboarding policies, if a director sits on a pre-set number of boards, the stockholder will deem her or him to be overboarded and will withhold have in that business; and (3) certain information regarding the stockholder making the proposal. The Committee takes into consideration governance best practices and the facts and circumstances of our Board. He also clerked for Justices Stephen Breyer and Ruth Bader Ginsburg when they were each on the U.S. Court of Appeals. We are obligated to pay the expenses of these persons in connection with any claims that are subject to the agreement. Networks. If we take this step, we will announce the decision to do so in advance, and details on how •  2016 Performance-based Program drives shareholder value — Charter adopted the program in 2016 to drive performance in connection with the integration and implementation of If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Discovery. 3 to 5 years after grant, contingent upon the achievement of pre-established stock price hurdles; if a stock price hurdle is not met within 6 years after grant, the associated award tranche is forfeited. Michigan where he graduated with High Distinction. that breaches of material obligations and fiduciary duties, material misrepresentations and concealments and failure to adhere to Company policies must be willful and reasonably expected to cause substantial injury to the business or reputation of Live Nation Entertainment, Inc. (Mr. Maffei is the Chairman of the Board; and Dr. Malone has a 47.6% voting interest in Liberty Media, Each holder of Class A common stock is entitled to one vote per share. From 1996 to 2009, a confidential basis. As to performance-vesting stock option awards granted in 2016, all of the unvested awards would be cancelled in the event of such a termination on December 31, 2019. diversity of the board) will be one of the many elements to be considered in evaluating candidates. Mr. Winfrey’s target annual incentive was increased from 150% to As of the close of business on February 28, 2020 (the “Record Date”), a total of 234,195,593 shares of dated March 31, 2015. The January 17, 2017 stock options fully vested on January 17, 2020 but are shown as unvested in the Mr. Maffei elected to. the Chief Executive Officer at a base salary of $1,500,000 per year during the term, subject to annual review and, in its discretion, increase by the Compensation and Benefits Committee. salary and target bonus percentage effective February 15, 2019. of directors: Experience with video, internet, telephone, wireless or media businesses; Experience with significant transactions, including financings, investments and acquisitions; Judgment, skill, integrity and reputation; and. He was appointed The call will be archived at ir.charter.com approximately two hours after completion of the call.