Charter Communications, Inc. (CHTR) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Charter Communications 2020 Annual Meeting. At this time, I would like to turn the conference over to your speaker for today, Mr. Rick Dykhouse. Sir, you may begin.

Good morning, everyone, and welcome to the Virtual Stockholder Meeting. I'm Rick Dykhouse, General Counsel and Corporate Secretary of Charter Communications. It is my pleasure to welcome you today for this meeting. I'm here with our Chairman and CEO, Tom Rutledge, and would also like to introduce the other directors participating by teleconference today: Eric Zinterhofer, our lead independent Director; Lance Conn; Kim Goodman; Craig Jacobson; Greg Maffei; Jay Markley; Dave Merritt; Jim Meyer; Steve Miron; Balan Nair; Michael Newhouse and Mauricio Ramos. We're also joined by our President and Chief Operating Officer, John Bickham; and Senior Executive Vice President, David Ellen; our Chief Financial Officer, Chris Winfrey; and our Chief Product and Technology Officer, Rich DiGeronimo. As is our custom, we will conduct the formal portion of today's meeting first and answer questions at the end of the meeting. If you wish to submit a question for consideration, please follow the instructions on the web portal you locked into for the meeting. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. Other rules of conduct for the meeting are available on the web portal. Representatives of KPMG, our independent auditors, are also participating by teleconference. They will also be available during the question-and-answer session portion of the meeting to respond to appropriate questions. It is now shortly after 10:30 a.m. Eastern Time on April 28, and I hereby officially call this meeting to order. The Board of Directors of the company established the close of business on February 28, 2020, as the time and date for determining the stockholders entitled to notice of and to vote at this meeting and at any adjournment hereof. This meeting has been duly noticed to stockholders of record as of such date and therefore, only stockholders of record at the close of business on February 28, may vote either here in person or by duly authorized proxies. A list of stockholders entitled to notice of and to vote at this meeting is available for inspection on the web portal. We have appointed Christine Amrhein representing Broadridge Financial Solutions to act as an Inspector of the voting at this meeting. Ms. Amrhein has advised me that from a preliminary count, there are a majority of the Class A and Class B shares present at the meeting either in person or by proxy. As a result and pursuant to the bylaws of the company, I declare that a quorum is present, and this meeting is duly organized for business. There are 4 matters on the agenda for this meeting that we are properly bringing before the meeting, including one stockholder proposal. All of the proposals and the votes required to decide each matter were set forth in the meeting notice and proxy statement. These matters are the only matters properly brought before the meeting at this time. At this time, I invite Mr. Kyle Seeley of the New York State Common Retirement Fund, who has been appointed representative by the Fund to present the stockholder proposal. In keeping with the order of the meeting, Mr. Seeley has indicated that his remarks regarding the proposal will be approximately 2 minutes and we will then continue with the consideration of the proposals and voting. Operator, please open Mr. Seeley's line at this time.

Thank you, Rick. This is Kyle Seeley from the New York State Common Retirement Fund. On behalf of the New York State Comptroller, Thomas DiNapoli, Trustee of the New York State Common Retirement Fund, owner of over 358,000 shares, we urge Charter Communications stockholders to vote for proposal 4 on the proxy of the stockholder proposal regarding Chairman of the Board and CEO roles. The proposal urges the Board of Directors to take necessary steps to adopt the policy that would require the Chairman of the Board be an independent director, who has not previously served as an executive officer of the company. A Board led by its chair is responsible for protecting shareholders' interest by providing oversight of management. This oversight function can be diminished when the chair is not an independent director, weakening a company's governance structure. There is an inherent conflict of roles for a CEO to oversee person or himself and a combined CEO chair results in excessive management influence of the Board. While Charter has appointed a lead independent director, the lead independent directors are not as robust as other public companies. Consequently, Charter has also faced numerous governance weaknesses that's failed to -- that has failed to address stockholder concerns and other substantial risks. These presence -- the presence of these concerns lead to questions about whether the governance -- current governance structure is in the best interest of stockholders. A combined CEO chair simply cannot provide the independent oversight of management on behalf of shareholders that is required of any board chair and Charter is no exception. We encourage Charter stockholders to vote for proposal 4 on a proxy. Thank you.

Thank you, Mr. Seeley for your participation in today's meeting. If you wish to -- as shareholders, if you wish to vote your shares at this meeting, the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. I have been informed that based on the number of proxies we have received and the number of shares present today, there are not enough votes present to change the voting results from the proxies. Any shares voted at this meeting will be counted, of course, but they will not change the results of the overall vote. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls closed. As such, I wish to announce that each of the 13 nominees was elected as a Director of the company. The advisory vote on executive compensation was approved. The appointment of KPMG as the company's independent registered public accounting firm for the year ending December 31, 2020, was ratified. And the stockholder proposal regarding the Chairman of the Board and CEO roles was not approved. I hereby direct that the report of the Inspector of Election be incorporated into the minutes of this meeting. I hereby declare the formal portion of the meeting adjourned. Now we would like to open things up for stockholder questions that are being entered today on the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting and comply with the rules of conduct for the meeting will be addressed.

Hi, Rick, this is Tom Rutledge. Before we address any questions, I'd like to make a comment about ESG disclosure. As we indicated in the proxy statement, Charter is determined to pursue ESG reporting. This is an initiative that I wanted to make sure our stockholders knew about and that you knew that the Board and the company are committed to the ESG reporting process. We're assessing the various ESG reporting framework, such as that was adopted by the sustainability Accounting Standards Board, the task force on climate-related financial disclosures and CDP. We're committed to reporting on ESG under one or more of these frameworks. Before our stockholder meeting next year, we also expect this process to lead us to establish the objectives for reducing Charter's carbon footprint. We look forward to sharing with you our progress on this important initiative in the coming year. Rick, what is our first question?

So our first question is about the company's recently closed issuance of a $3 billion senior secured notes offering and how the proceeds of the issuance would be deployed going forward?

This is Chris Winfrey. We recently issued 2 tranches of investment-grade notes at, frankly, our lowest coupon ever and despite the market volatility. So we had a good day. The financing itself was entirely opportunistic and as stated proceeds were for general corporate purposes. We do have upcoming maturities, some of which we'd addressed with previous financings. And we thought in the current marketplace, having frankly, an excess amount of liquidity and a reduced dependence on revolver or otherwise. That would put us in a good position, whether that's for defensive opportunities along the way for more opportunistic things that may arise. So those -- it's not a specific stated use of proceeds beyond general corporate purposes and taking advantage of a market window which we thought was the right thing to do.

We have another question from a shareholder regarding audit, financial independence and commenting on the lead partner rotation process and decision-making responsibility involved in selecting the new lead partner from KPMG. There's a request that a KPMG representative comment on that. So operator, I don't know if you could open up Jim Intihar's line and he could comment on that question.

Yes, Rick, can you hear me?

Yes.

The -- this is Jim Intihar, the lead audit engagement partner on the audit of Charter Communications from KPMG. The rotation requirements are stipulated by the independence rules of the Securities and Exchange Commission and those permit the lead audit partner to serve in that role for 5 years. 2019 was the second year of my 5-year rotation. The identification of the lead partner for the audit engagement is a process that we see in KPMG go through internally to identify partners with relevant experience both in PCAOB standard, integrated audits of audits of internal controls over financial reporting as well as financial statement audits and within industry experience. So having relevant in this case, cable industry experience, which I met both of those requirements and was identified by KPMG leadership to serve in this role. That process goes through levels of review within KPMG leadership before an assignment is made.

Thanks, Jim. We have a question regarding COVID directed to you, Tom. So what is the impact of COVID, both negative and positive in the short and the long term?

I think that's a very difficult question to answer from a long-term perspective in terms of its impact. Obviously, that's a function of how the economy ultimately comes back, how fast it comes back. And that I really can't answer. And so I can't give you any guidance on that. But I can say this, that -- the impact of COVID has demonstrated the effect -- the capacity of the network that we have built and it's widely used, and it's operating well. People are using the network to work from home and are using the capacity of the network to isolate themselves and obviously spread out the effect of the impact of the virus on the health of the population. And that our network has been a major contributor to that. Operating in the environment that we're in has been difficult and it's been difficult to service our customer base effectively, but we've actually managed to handle a lot more volume with the same amount of people, and that's a result of connectivity and some of the offers we put into the market, like free connections for 60 days for customers who have potential -- who are affected by distant learning issues and have students in the household who need access to distant learning, we've installed those customers during this process in fairly large volumes. Small business has been negatively impacted in the short run. And we've been dealing with our business customers and trying to manage through their connection issues with us and their ability to pay us. But ultimately, I think we have a very good business that works quite well. That's well -- that's experienced well by our customer base. And we're optimistic about our long-run prospects and the long run prospects of the economy.

Tom, we don't have any further questions from the shareholders. And so I think we can wrap up the meeting.

All right, then let's adjourn the meeting. Thank you there for your participation.

Thanks, everyone.

Thank you for participating. You may now disconnect.