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Time Warner Cable Inc. (NYSE:TWC)

2013 Annual Shareholder Meeting

May 16, 2013 2:00 pm ET

Executives

Tom Robey

Glenn A. Britt - Chairman and Chief Executive Officer

John Edward Sununu - Director, Chairman of Nominating & Governance Committee, Member of Finance Committee and Member of Marketing & Customer Care Committee

Tom Robey

Good afternoon, everyone. Welcome to Time Warner Cable's 2013 Annual Meeting of Stockholders. Before we begin, there are a couple of items I want to cover.

First, during the course of the meeting, we may refer to certain non-GAAP measures such as operating income before depreciation and amortization or OIBDA. Definitions and schedules setting out reconciliations of these historical non-GAAP financial measures to the most directly comparable GAAP financial measures are included in our trending schedules, which are available on our company's website at twc.com/investors.

Second, today's meeting may cover certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by statements made due to various factors including economic, business, competitive, technological, strategic and/or regulatory changes that could affect our business. These factors are discussed in detail in our SEC filings, also available on our website. Time Warner Cable is under no obligation to, and in fact, expressly disclaims any obligation to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Now with that covered, I'll thank you and turn the meeting over to Glenn Britt, our Chairman and CEO. Glenn?

Glenn A. Britt

Thank you, and good afternoon. As Tom said, I'm Glenn Britt, the Chairman and Chief Executive Officer of Time Warner Cable. I'd like to welcome all of you today that are here in Saratoga Springs and as well as those listening on the webcast. And of course, thank you for attending our 2013 stockholders meeting.

Before I get underway, I'd like to introduce all of our other board members and they're all with us today. I'll do it alphabetically, if you'd stand and wave. So starting with Carole Black, and Tom Castro, David Chang, Jim Copeland, Peter Haje, Donna James, Don Logan, Nick Nicholas, Wayne Pace, Ed Shirley, and John Sununu, down center on the second row.

I'd also like to recognize several of our senior officers with us today and I won't to name everybody because there's quite a few, but I do want to point out Rob Marcus, who's our President and Chief Operating Officer, and he just waved, I think; Artie Minson, our Chief Financial Officer; and Marc Lawrence-Apfelbaum, our General Counsel and Secretary.

I'd like to briefly comment on our business. Of course, we released our 2012 results in January and our 2013 first quarter results last month, so I don't need to repeat all of that. That's set in our various filings and what have you. But I do want to touch on some of the highlights. But before I do that, let me acknowledge 2 recent additions to our senior management team, both of which we've previously announced. First, Artie Minson, who I just introduced. We're delighted to have him back as our Executive Vice President and Chief Financial Officer. Artie rejoined the team earlier this month and he's already hit the ground running. And I'm confident that his knowledge of our industry, his leadership experience and his strong reputation with the financial community will serve the company very, very well.

And in June, we look forward to welcoming Phil Meeks as Executive Vice President and Chief Operating Officer of Business Services. Phil is not here today but he will join us in June. This part of our business, business services, has become the key driver of growth for the company. Annual revenue has more than doubled from a little over $900 million in 2009 to nearly $2 billion last year 2012. And we look forward to a bright future forward.

Turning to our recent performance and our business priorities for the rest of this year. We delivered good results last year in 2012, year-over-year revenue increased nearly 9% to more than $21 billion. Our earnings per share grew to $6.90 per share from $4.97 the year before. And we continue to return value to shareholders through dividends and share repurchases and those 2 together totaled $2.6 billion last year of capital that we returned to shareholders.

This year, we're keenly focused on a set of priorities designed to grow the business further: to improve operational effectiveness and to return more capital to you, our owners. We're executing on the plans that we have in place for our highly competitive residential business through new packaging and pricing, along with a sharp focus on customer retention and superior service to drive revenue and profitability.

We continue to realize the potential of our commercial offerings, as I mentioned a few minutes ago, year-over-year revenue growth of more than 20% for the past 12 consecutive quarters in that sector. We're going to continue as a priority to strive to further expand our presence in that space.

We continue to reinvent and enhance our products. Just to mention a few, we have plans for a cloud-based program guide in conjunction with a new set-top box that's going to roll out later this year. We've increased out-of-home access to content on our iPad and iPhone apps. And we're making investments in what is now the largest WiFi network in the country along with our cable peers, so we're really excited about that.

We're driving continuous improvements across the company in our field operations, our call centers and the dispatch to reduce waste and to standardize the very best practices. And most important, to improve the customer experience. And, of course, as I said, we continue to return excess cash to shareholders through dividends and share repurchase. I've got to say I'm really proud of our 53,000 employees and the hard work and dedication they bring to our communities everyday. They're the people that make all of this happen and it's an enormous amount of work everyday.

Also as I think about the last year, at times there's events that happen that require our going above and beyond to help those in our communities to recover from the effects of various crises. And one of those was, Superstorm Sandy last year. And we did an awful lot that we can talk about around that. Sometimes this community activity also means taking a longer view to benefit the future of both our industry and our country. And to that end, we have gotten very involved in science, technology engineering and math education, so called STEM education. And through our Connect to Million Minds campaign and other efforts, we're doing an awful lot to further scientific and mathematical education.

I think in our business, technology, communications, consumer appetite's constantly change. We're evolving with them. We're driving further innovation. And that's what's going to keep us growing. So think about that as we go along and I want to thank all of you for your support of our business going forward.

With those brief comments, we now -- we'll start the formal agenda. And so I have a script here. I've been informed that a quorum is present. And thank you, all, for returning your proxies. I'd like to introduce Jan Dryman [ph] and Matt Criscenzo. Where's Matt? Oh, he's online, okay. They are representing Broadridge Financial Solutions, Inc. They are acting as the independent inspectors of election at this meeting.

Here's how we'll proceed through this part of the meeting. I'll introduce the 5 proposals included in the proxy statement. We'll have a Q&A period on the proposals and then we'll hold the vote on those items. We'll have a more general Q&A session while the votes are being counted. And that as soon as we get the final count, we'll announce them and close the meeting.

I will ask that if you have questions, that you ask only one question and limit it to 5 minutes for good order, so anybody who has questions gets a chance to do that. And now we will pass out ballots to anyone who wants to vote in person. Just a word on that. You will only need to complete a ballot here today if you did not submit a proxy by mail, telephone or over the Internet and if you wish to vote in person, or if you did return your proxy but you want to change your vote. Remember to mark the proxy revocation box if you are changing your vote. You don't need a ballot if you already voted and if you're not changing the way you're voting. So before we do anything else, please raise your hand if you need a ballot and someone will come over and give one to you. Okay, the ballot or ballots, the one ballot will be collected before the general Q&A period.

So now let's turn to the first proposal that was in the proxy. That is the election of directors. Stockholders elect all the members of the Board of Directors annually. We have 12 nominees for Director and all 12 nominees will be elected at one time, each to serve until the 2014 Annual Meeting of Stockholders, and until their successors have been duly elected and qualified. Each of the 12 nominees is currently a director of the company. The nominees are in fact the 12 currently serving directors that I introduced at the beginning of the meeting, and additional information about each of us is included in the proxy statement. The company has not received timely notice of other nominations as required under the bylaws, so therefore I declare the nominations closed.

Certainly.

Timothy H. Smith

My name is Tim Smith and I work at Walden Asset Management in Boston. We're the owner, our full company of 369,000 shares of Time Warner Cable and I'm pleased to be an investor. I did want to say, as we were electing our directors since they represent the shareowners and they represent us all in protecting long-term shareowner value, I wanted to commend the company for its commitment, not just the high-quality directors, but your commitment to diversity on our board. And this increasingly matters to investors, I know. We work with a group of investors, pension funds and others, as well as women's organizations, who this year reached out to companies that had no diversity on their board and urged them to step up. And the those investors had over $1.2 trillion of assets under management. So we get it. We've been -- this is our -- this is who we are at Time Warner Cable and it's to be appreciated and, I think, commended. I would like to note, and our corporate sector would understand this well, that the SEC has encouraged companies to explain in their proxies how they incorporate their commitment to diversity into their board selection. And we do have a very clear statement in our proxy that the nominating committee seeks diversity on our board. But it feels to me that we've missed an opportunity to explain a little further why this is valuable to our company, add value to shareowners and I would encourage our staff to look at that question and try to expand the proxy. Thank you very much, Mr. Chairman.

Glenn A. Britt

Thank you for the comment and also the suggestion, which we, of course, will take into account. Certainly from where I sit, our commitment to having a diverse board, both in the normal gender and ethnicity is really important. And I would also point out we have a diversity of backgrounds and professional experience, so we are committed to that, and thank you for noticing it.

With that, let me go to the second proposal by the company and that is to ratify the action of the board's Audit Committee and appointing Ernst & Young LLP as independent auditor of the company for 2013. Paul Meighan, a partner of E&Y is here with us today. Paul, if you would wave? Thank you, Paul.

The third proposal by the company is to approve on an advisory basis a resolution presented in the proxy statement on the compensation of the company's named executive officers as described in the proxy statement.

The fourth item to be voted on is a stockholder proposal relating to the company's disclosure of its lobbying activities. And I would ask Tim Smith, if you would like to propose that?

Timothy H. Smith

Thank you again, Mr. Chairman. And for the record, I am Timothy Smith and I serve as the Senior Vice President at Walden Asset Management in Boston. And I'm pleased to be here at this meeting to present this proposal on behalf of our firm plus 16 other cosponsors and as I said for the record, we own 369,000 shares.

I want to start off by saying how much we appreciate the dialogue that we've had with Time Warner Cable staff over the years on many issues, on sustainability reporting, on the environment and of course, on this topic of political spending and lobbying. As you see in the proxy, if you have a chance to glance at it, our resolution seeks to expand Time Warner Cable's disclosure on lobby. We asked to explain what our lobbying priorities are, how much we spend on lobbying and how we lobby through trade associations or worked to influence state policy. We're happy to report today to shareowners that Time Warner Cable has expanded its policies and disclosure on both political spending and lobbying late last year and we heartily commend the company for this forward motion.

For example, as we read the proxy, we note that the disclosure on political spending describes the policy priorities of Time Warner Cable that guide any political spending. And we learn from our statement on political spending that no shareholder money has been spent on federal elections and as I understand no money goes into super PACs, for example, too. So that's notable and I think of interest to shareowners. We also note that generally, our company funds are not used for ballot initiatives at the state level. And of course, that there are strong oversight by our board and management on political spending. So all of these things are -- you're moving toward best in class in those areas and that should be commended.

So why then, indeed, is this resolution still on the ballot? Well, there's a number of issues that we want to encourage the company to continue its expansion of disclosure. We did learn and I want too commend, too, that Time Warner Cable as part of its discipline of looking at where you spend money in trade associations or for organizations that you're part of, withdrew from a very controversial group called the Heartland Institute, which is a climate denier group. And you and I think about 25 companies who have withdrawn because of their incredibly insensitive positions on the environment.

However, we think that there's still work to be done. Our lobbying disclosure, our shareowner money is significant to being spent on lobbying, close to $28 million from 2008 to 2012. So we think that money should be carefully disclosed. And it's also interesting to note that Time Warner Cable's spending on lobby was almost 5x the average for its industry of peers. So we would suggest that, while we appreciate the fact that there's a link to quarterly reports with the government detailing our lobbying expenditures, this needs more explanation. It's very hard for the average person to understand. And Time Warner Cable provides virtually no more information on state lobbying, a big, big gap.

And, of course, you do not disclose details of the amount of dues to trade associations that engage in lobbying nor the portion used for lobbying. So for example, if a company is a member of the business round table or the U.S. Chamber of Commerce, over 40% of those dues are spent on lobbying. So we think that, that's important to be a disclosed and in the public record.

And finally, I wanted to stress, Mr. Chairman, it's not just speaking for our firm but it's really hundreds of other investors that are raising this issue with companies. The Time Warner Cable's continuing support for the American Legislative Exchange Council, which is called ALEC, is highly controversial and really we think it's harmful to our brand. Already 50 companies have withdrawn from this organization for a whole variety of reasons. 3M explaining on its website, this is an organization whose values don't reflect the commitment that 3M has, for example. Right now, the American Legislative Exchange Council is working with the Heartland Institute, where we withdrew, working on a campaign around this country to try to stop renewable energy legislation and regulation. That's our money at work, and we're not dissenting. We're not standing up and saying, "This is not Time Warner Cable." We don't agree that we should be stopping a move toward renewable energy. So we think that this is one of those examples of a relationship that should be carefully reviewed and assessed whether it values -- whether it adds value to our company. So too many controversial implications for this investment -- this relationship, we think.

So in summary, as investors, we believe that enhanced lobbying disclosure will provide information necessary to evaluate any business risk associated with the company's efforts to influence regulatory and legislative processes. And as Time Warner Cable moves to expand its disclosure, we are happy to withdraw this resolution and feel no need to present it in the future. So thank you very much, Mr. Chairman. We'll ask a question about this later on, but appreciate the opportunity to present our resolution.

Glenn A. Britt

Okay, thank you, Tim. And we look forward to continuing our dialogue with you, which I think has been very constructive. Although we fully understand the motivation beyond this proposal for the reasons stated on Page 65 of the proxy statement, which I won't try to elaborate on, the board recommends a vote against this proposal.

So that moves us to the fifth item to be voted on. That is also a stockholder proposal related to the prohibition on accelerated vesting of equity awards and a change of control. So I'd like to ask Mr. James Voye, who was been appointment to represent the Trust for the International Brotherhood of Electrical Workers’ Pension Benefit Fund is here.

Jim Voye

Yes, thank you. Good afternoon, Mr. Chairman. My name is Jim Voye and I'm here representing the IBEW Pension Benefit Fund. This fund and our over 200 affiliated funds own approximately 575,000 shares in our company. This fund has submitted a proposal that would limit the accelerated vesting of equity awards in the event of a change in control at the company. We believe that this proposal will align senior executive interest with those of stockholders.

The vesting of equity awards over a period of time is intended to promote long-term improvements in performance. However, the vital connection between pay and long-term performance can be severed when awards are paid out at an accelerated schedule. Institutional shareholders services has recommended a vote in favor of this proposal stating that a change in control event should not provide an immediate or automatic economic windfall to planned participants, especially one that could incentivize executives to pursue transactions that are not in the best long-term interest of shareholders.

This proposal affords discretion for the company to allow partial vesting of unvested equity awards based on, but not limited to, such factors as the executive's length of employment during the vesting period for time vesting awards and satisfaction of performance goals for performance-vesting awards. Adoption of this proposal would further align the interest of executives with those of shareholders. Given the spirit and flexibility of the proposal, a vote for is warranted. Such flexibility would ensure that executives are fairly rewarded in the event of job loss in connection with the change in control. For these reasons, we urge you to vote in support of this proposal. Thank you.

Glenn A. Britt

Although we understand the motivation behind this proposal, for the reasons started -- stated in Page 67 and 68 of the proxy statement, the board recommends a vote against the proposal.

Now, it's time for questions on these proposals. We'd like to, in order to avoid confusion, proceed in orderly fashion to focus first on questions related to these proposals that we're voting on. As said before, please ask only one question and hold follow up until your fellow stockholders have had a chance to ask a question. And please limit any remarks to 5 minutes. So if you have a question referring to one of the proposals, please proceed to a microphone or I guess we'll bring it to you.

Question-and-Answer Session

Glenn A. Britt

Also, though, Tim, you've already done this, please state your name and indicate whether you're a stockholder. Tim has already done that I believe.

Timothy H. Smith

This is Tim Smith from Walden Asset Management, a shareowner. I wanted to ask a question about, as we vote on executive compensation. We're pleased to vote for this resolution but as you -- as the board well knows, that shareholders are paying a great deal of attention these days to executive compensation packages. So I have a very specific question for the Chair of the Comp Committee, if you would. And that is the related to personnel expense or expenses related to the job of a Chair and CEO. The Wall Street Journal last year had a long -- a set of article or a long article about the use of aircraft by corporate executives. And I note that in our proxy that the -- our CEO was able to use our aircraft to the tune of $400,000. So I just wanted to ask the Chair of the Comp Committee if they could explain, or maybe the Audit Committee, if they could explain how they review this. I'm sure there's very good reasons for this but I think it's fair for shareholders to put these kinds of questions on the record.

Unknown Executive

Directed by the Board for security reasons, the use of the plane is reviewed by the Audit Committee. And the disclosure of it in the proxy statement is reviewed by all the directors who created the Compensation Committee. I hope that answers your question.

Glenn A. Britt

Are there any other questions specifically on the proposals?

Timothy H. Smith

Tim Smith, again, Mr. Chairman, I have one other question regarding the lobbying question. So this gets down to if we are involved in an organization, whether it's a trade association or in the case of the American Legislative Exchange Council, if we strongly disagree with what somebody is doing with our money or if we sit on the board of a trade association, how do we make sure our voice is heard, that we explain that our position is different, that Time Warner Cable stands for different kind of values, for example. Could you comment on that?

Glenn A. Britt

Yes. And I think in our disclosure there's quite a bit about this. We review each organization at least once a year. And we basically evaluate the value to us versus other things they're doing. In particular, if they're taking positions that we're not comfortable with, we have to weigh those things. And it's a value judgment. We do, do it periodically. I would say we are a highly regulated company in a highly regulated industry, so these activities are a part of our business. We're expected to interact with our regulators in various ways.

Timothy H. Smith

And I do want to send a clear message that we do understand that last statement and we respect it and appreciate it. You were there trying to represent our interest and we wouldn't want to take that right of -- to petition our government or regulators away. But so -- and I also want to say, I think you're on the cutting edge of doing that annual review that you just described, so appreciate that. But it gets a little more complex. If you decided to stick with an organization, as you have at the moment with the American Legislative Exchange Council, even though as I said, 50 other companies have left, I'm suggesting you have a responsibility when they take your money and run campaigns that are anti-environmental right on the face of them. And so what can or could you or would you do to try to both speak up inside an organization, whether it's the business round table or whether it is the ALEC organization, to say your position's different? And what would you do, perhaps, if ALEC is out there in North Carolina today trying to block renewable energy legislation. Could Time Warner Cable's voice be heard there to say, "You know, we think this is important. We need renewable energy just like new power does, and we want our voice to be heard on the other side."

Glenn A. Britt

Yes. And I think that's a great question. That's a very complicated subject and obviously, that one organization is controversial. We have to look at all their activities. And in the case of that organization, it is very helpful in creating a model legislation for all the states we do business in. And you can -- and they're particularly focused on telecom matters, which are highly complicated and it's upgraded just to our shareholders that all the states not be different. So that is a useful thing they do. As we review them, we do speak up about things they might be doing in other parts of their agenda that are different from what I just said. And we make our views known. And quite honestly, if we thought the objectionable part of that outweighed the benefit, then we would consider leaving. But it's a constant balancing of that.

Timothy H. Smith

Exactly the answer we need. And I do understand that they are advancing some very legitimate business interest of our industry. So final point here is, I would encourage you to look at some of those issues and of course speak, as you say, inside to an organization like ALEC or the business round table. But also on occasion to say this is not us. Our money was not meant to support this anti-renewable energy action. So I think that you need to find a way in the future to be publicly distancing yourself from very questionable behavior, as I think you have in the past from ALEC. So thanks for explaining that.

Glenn A. Britt

If there's -- oh, there's another question. Is this on a proposal or is it...

Unknown Shareholder

I'm not sure. Are the election of directors -- is that a proposal?

Glenn A. Britt

Yes, it is. If you would please state your name and...

Unknown Shareholder

My name is Teresa Page, I am a small shareholder, and I would like to commend, first of all, Mr. Smith. I agree with everything he said. And I like the way in which he said it.

I would also like to commend the Time Warner Cable board for having 2 outstanding females on the board. And I would like to hope that -- and the reason that I'm here is to see what can we do as shareholders to make sure that next year, there are at least 3 females on the board. Because right now, you are -- 17% of your board is female, so there is not much gender diversity. And I would like to encourage you or all of us to move towards that. And indeed one of the organizations that Tim Smith mentioned and I've forgotten its name, but they are a consortium of a lot of organizations that are trying to push this very agenda very patiently. I would like them to move a little bit more rapidly. I do hope that if wherever you hold your next board meeting, I hope it's here in the capital region, that we will see at least 3 well, well-deserving females on the board. In addition to the 2, Donna and Carole, that we have already.

Glenn A. Britt

Thank you for that comment. As I said earlier, we fully and completely support having a diverse board and a diverse company for that matter in every sense of the word.

If there are no other questions on the proposals, the polls are now open and I think this has already happened. If you're voting in person, please hand in your ballot. I think I just saw that happening. So I guess it hasn't happened, it is happening. So I immediately now say the polls are closed. If there are any other ballots, we'll be happy to collect them.

So that completes the formal business of the meeting. And we'll have a report on the voting shortly. We'll now open for any general questions. I'm happy to answer any questions you may have. And I may call on other members of management if appropriate. Are there any additional questions?

Unknown Shareholder

For the record, Tim Smith, and I'll be glad to sit and let somebody else take the microphone, Mr. Chairman. I just had a couple of short ones. So apparently Senator McCain has proposed legislation on unbundling of cable services. I just wondered if you had any comment on that and how that would affect Time Warner Cable?

Glenn A. Britt

That is a very complicated subject. And leave it to say, we are regulated in a very complicated way by a few decades of laws and regulations and various agencies. And we actually support having the federal governments take a look at this whole thing. It may not be as simple as passing one simple law like Senator McCain has proposed, but we do think it needs some looking at. And that it's not working in the right way for consumers at this point. So again, whether that's the right proposal remains to be seen. But we certainly support taking a look at it.

Timothy H. Smith

Still a work in progress, it sounds like from you.

Glenn A. Britt

Yes. Unfortunately, it's been a work in progress for a long, long time.

Timothy H. Smith

A second question. Some analysts are concerned that our cable business seems to be underperforming Comcast. And I wondered if you had any comments on that or any observations you could share about whether you feel that's about to turnaround?

Glenn A. Britt

We actually talked about that extensively in our last quarter earnings release. And I won't try to paraphrase all of that. Other than I would say that over time, we're in the same business and that various times we performed with different trajectories. But in the long run, we -- the cable companies all tend to look the same and I don't think it's going to be any different in this case.

Timothy H. Smith

Looking forward, good. And another question for -- on governance. So maybe the Chair of our Governance Committee might share a view. One of the hotly debated items about governance at this point is whether the CEO and Chair should be the same person. So I'm raising a philosophical question, not at all about your role or leadership. But many people feel that a CEO shouldn't be their own boss and shouldn't be supervising themselves. And that while we have a strong lead director, it might be preferable going forward, if when management leadership changed, to have a separate Chair. I know our proxy does note that we do review that question and talk about it, but I wondered if the Chair of our Governance Committee would have a thought?

John Edward Sununu

I'm John Sununu. I'm the Chairman of the Nominating and Governance Committee. Let me say thank you very much on behalf of Nick Nicholas, our very strong independent Lead Director, also for mentioning and recognizing his work. He replaced Peter Haje in that role.

As you point out, we review it. The board discusses this in addition to just the Nominations and Governance Committee on a very regular basis. The reasons and rationale are laid out in the proxy as well, not just an indication that we've discussed it, but the arguments for keeping the Chair and CEO roles combined, the reason we believe that's important and valuable to shareholders in creating shareholder value, but also the way in which that combined Chairman and CEO relates to our independent director, the roles and responsibilities for both and the value that we think that the Lead Director position provides for the board as well.

Timothy H. Smith

So that's a statement of where we stand at the present. I guess you're just going to look at it every year and then looking forward, you'd evaluate whether that was the right model in a new administration perhaps, right?

John Edward Sununu

Exactly. Exactly. I mean, that's quite literally the point of both the review and explaining the rationale is for shareholders to be aware of at this shareholders' meeting. But it is something that the board, as I think it's clearly indicated, that we will continue to review and make sure, that it's the right model for our company because we certainly recognize that there are not just 2 different models but actually several different models for governance in this area.

Timothy H. Smith

An ongoing discussion, that's for sure. So another question for you, Mr. Sununu, if you would. I know you and the Governance Committee must look about at how our company relates to shareholders including where we have our shareowner meetings. And this is a wonderful place with a great venue to meet. But we only have probably 20, 25 shareowners here. So there is a question about whether the board does look at how we access shareowners. And I like the idea of rotating it, but how we access shareowners so we'd get maximum participation?

John Edward Sununu

I'll answer the question, although this is really something that the whole board and of course, our senior managers speak to and review. This is perhaps the best turnout we've had, since I've joined the board which was in 2009. We've had shareholder meetings in, well, where we do business, obviously, Columbus, Ohio and in Maine and in Charlotte and in California. I think this is probably the largest crowd of external shareholders. We often get employees, which is wonderful, but probably the strongest crowd. We'll take the same approach next year. I mean, it's important, both for the board members and senior management to travel to different locations. It's wonderful that we get the attendance that we've received here. So there's no perfect place unfortunately. We have shareholders all over the country. But it's great to see such a turnout.

Glenn A. Britt

If I can jump in on that one, Tim. Before John got on the board, we had a couple of meetings in Greenwich, Connecticut and the New York City area and, I think, also had very small turnouts. So I'm not sure the location is what's driving that. But I do think it's important to try to rotate it around where we're doing business.

Timothy H. Smith

Fascinating. Very informative. One final comment then, Mr. Chairman, if you'd allow me and this is to commend the company. I wanted to make sure the board heard vitally important many shareowners think the work you're doing on sustainability or corporate responsibility is. And you've done a report that talks about 4 pillars of corporate responsibility: the environment, diversity, community and governance and responsible business. And the point I wanted to make sure the board understood is the increasing number of investors who are watching for companies to release such information, for example, the Principles for Responsible Investing that some of you might be aware of, is an association of 1,200 investors globally that have over $35 trillion of assets under management. And these investors come together to make a commitment to integrate what they call environmental, social and governance issues into their investment and engagement process with companies. And they believe its their fiduciary responsibility to look at that information. And therefore they very much appreciate, I think, when a company takes the time and effort, I know it's not inconsequential amount of energy that goes into it, to do the work that you've that. And they'll probably encourage every company, yourself included, to provide more metrics and be clearer about how you're progressing on certain issues.

For example, our report does describe our commitment to diversity, and you mentioned that from the front of the room, Mr. Chairman. But it doesn't give us any data on where women and people of color are in the job ranks. So that -- some companies do that. They give you a little bit more texture. I appreciate the go green working committee is overseen by top management. And your goal is to reduce carbon emissions by 15% by 2014, as I understand it, which is also commendable. But one suggestion going forward, if one is impressed by the number of investors that are part of this PRI group, you might especially be interested in knowing that their investors globally, that are supporting companies disclosing their carbon emissions and their plans to reduce them. And this is the Carbon Disclosure Project. And now we have investors, again, not smaller firms like ourselves, but UBS and AllianceBernstein, and Goldman Sachs and helpers pension fund [ph]. And these investors have over $85 trillion of assets under management and they seek full disclosure of what a company is doing on its carbon emissions and their plans to reduce them. So Time Warner Cable has not responded to the CDP questionnaire in the past. You've got a new one most recently. And this is noted by investors. Investors get lists of companies that don't respond and start writing them and say, "Why is this the case." So my final comment today, Mr. Chairman, would be to ask if, probably this is not a board question, but has top management discussed this? I know you're at work on this issue, but discussed responding to this questionnaire and becoming a part of that community of companies that are disclosing information on this.

Glenn A. Britt

And first of all, we are deeply committed to all these matters. And I would say we are still a fairly young public company and still working on our disclosure and understanding which things to respond to and what have you, and we're going to keep getting better and we look forward to working with you some more on this. It's a work in progress.

Timothy H. Smith

And that's always the right way to be going forward. So I'm going to leave that with -- as a suggestion that this is one you don't want to ignore. If you decide not to do it, you want to make a very intentional decision, because truly investors are watching to see what companies haven't responded to this and set new goals for themselves.

Glenn A. Britt

I have the inspector's preliminary report. Do we have another question?

Unknown Shareholder

I just have one -- Teresa Page, I have one other very quick question. Is this, is the recording that you're doing now, are investors able to access this right now? And can they ask questions right now during your general question period?

Glenn A. Britt

It is being webcast. I think we did not have the ability for people on the webcast to ask questions. I'm not quite sure about that technology. It is possible for people to listen to the session after the fact.

Unknown Shareholder

If the technology does exist and someplace elsewhere [indiscernible] shareholder, that's it's a very powerful tool for shareholders to be able to listen and participate in the shareholder meetings. So I would suggest that you'd try in the future.

Glenn A. Britt

Okay, great. Back to the inspector's report. I'm going to list each of the 5 proposals. Each of the 12 persons nominating -- nominated for election as Director of the company has been elected by more than a majority of the votes cast. The appointment of Ernst & Young has been ratified by more than the majority of the votes cast. The advisory resolution on executive compensation has been approved, also by more than a majority of the votes cast. The stockholder proposal on disclosure of lobbying activity has not been approved with the majority of the votes cast. And the stockholder proposal on accelerated vesting of equity awards and change of control has not been approved, also with the majority of the votes cast.

Unknown Shareholder

[indiscernible]

Glenn A. Britt

Those will be forthcoming, I believe, in our 8-K filing, so we'll have that for you whenever that gets filed.

Unknown Shareholder

[indiscernible]

Glenn A. Britt

I don't have it handy now. We have it? I honestly don't have it, so. I think I'm getting this piecemeal but the say on pay was about 87%. Again the exact numbers will be in the 8-K. Okay, so executive comp was 88%. Upload it. These are all preliminary. 85% against on the lobbying proposal. Okay, on the accelerated vesting of equity, would you say 71% against. Again, this will all be in the SEC filing.

I'd like to express my sincere appreciation to all the shareholders who attended in person or on the webcast. And declare us now adjourned. So thank you.

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