UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 19, 2011
TIME WARNER CABLE INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33335
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84-1496755 |
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| (State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
60 Columbus Circle, New York, New York 10023
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 364-8200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
In connection with its offering of £625,000,000 principal amount of 53/4% Notes due 2031
(the “Notes”), on May 19, 2011, Time Warner Cable Inc. (the “Company”) and Time Warner
Entertainment Company, L.P. and TW NY Cable Holding Inc., each a subsidiary of the Company
(collectively, the “Guarantors”), entered into an Underwriting Agreement (the “Underwriting
Agreement”) with Barclays Bank PLC, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc
and UBS Limited (collectively, the “Underwriters”). The Underwriting Agreement contains customary
representations, covenants and indemnification provisions. The issuance and sale of the Notes is
expected to close on May 26, 2011.
The offering of the Notes was registered under the Securities Act of 1933, as amended,
pursuant to a registration statement on Form S-3 (File No. 333-173760) (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”) on April 28, 2011.
The terms of the Notes are described in the Company’s Prospectus dated April 28, 2011, as
supplemented by a final Prospectus Supplement dated May 19, 2011, as filed with the Commission on
May 19, 2011. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated by reference into this Report and the Registration
Statement.
The Notes will be issued pursuant to an Indenture, dated as of April 9, 2007, as amended and
supplemented (the “Indenture”), by and among the Company, the Guarantors and The Bank of New York
Mellon, as trustee. The Indenture was previously described in, and included as an exhibit to, the
Company’s Current Report on Form 8-K dated April 4, 2007, which was filed with the Commission on
April 9, 2007.
Certain of the Underwriters or their affiliates have performed and may, from time to time in
the future, engage in transactions with or perform commercial and investment banking and advisory
services for the Company and/or are lenders under the Company’s bank credit facility, for which
they have received or will receive customary fees and expenses.
The Company expects to use the net proceeds from the issuance of the Notes for general
corporate purposes, which may include the repayment of debt.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the Company’s 2011 Annual Meeting of Stockholders (the “2011 Annual Meeting”) on May 19,
2011, the Company’s stockholders approved the Time Warner Cable Inc. 2011 Stock Incentive Plan (the
“2011 Plan”). A description of the 2011 Plan is set forth in the Company’s Proxy Statement filed
with the Commission on April 6, 2011 (the “2011 Proxy Statement”). The description of the 2011
Plan is qualified in its entirety by reference to the full text of the 2011 Plan, which was
included as Annex A to the 2011 Proxy Statement and is filed as Exhibit 10.1 to this Current Report
on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On May 19, 2011, the Company’s Board of Directors approved amendments to Article V of the
Company’s By-laws authorizing the Board to delegate authority to designated officers of the Company
to appoint certain officers of the Company, effective as of the same date. The description of the
amendments to the By-laws contained herein is qualified in its entirety by reference to the full
text of the By-laws, as amended, which is filed as Exhibit 3.1 to this Current Report on Form 8-K
and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2011 Annual Meeting was held on May 19, 2011.
(b) At the 2011 Annual Meeting, the stockholders elected all of the Company’s nominees for
director; ratified the appointment of Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year 2011; approved the Time Warner Cable Inc. 2011 Stock
Incentive Plan; approved the advisory vote on the Company’s executive compensation; and approved
holding future advisory votes on executive compensation every year.
A. Election of Directors:
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Broker |
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Votes For |
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Votes Against |
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Abstentions |
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Non-Votes |
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Carole Black |
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274,066,010 |
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3,042,557 |
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1,204,579 |
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18,772,339 |
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Glenn A. Britt |
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270,558,246 |
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7,607,913 |
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146,987 |
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18,772,339 |
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Thomas H. Castro |
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273,900,220 |
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3,202,564 |
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1,210,362 |
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18,772,339 |
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David C. Chang |
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277,571,234 |
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603,395 |
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138,517 |
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18,772,339 |
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James E. Copeland, Jr. |
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277,801,340 |
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373,837 |
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137,969 |
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18,772,339 |
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Peter R. Haje |
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258,689,888 |
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19,486,618 |
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136,640 |
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18,772,339 |
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Donna A. James |
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275,892,102 |
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2,278,871 |
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142,173 |
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18,772,339 |
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Don Logan |
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277,605,436 |
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572,843 |
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134,867 |
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18,772,339 |
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N.J. Nicholas, Jr. |
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273,115,257 |
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3,993,052 |
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1,204,837 |
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18,772,339 |
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Wayne H. Pace |
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277,593,845 |
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587,251 |
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132,050 |
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18,772,339 |
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Edward D. Shirley |
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277,828,448 |
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346,906 |
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137,792 |
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18,772,339 |
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John E. Sununu |
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277,671,023 |
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510,596 |
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131,527 |
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18,772,339 |
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B. Ratification of Ernst & Young LLP:
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Votes For |
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294,469,307 |
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Votes Against |
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2,446,003 |
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Abstentions |
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170,175 |
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C. Approval of the Time Warner Cable Inc. 2011 Stock Incentive Plan:
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Votes For |
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252,148,107 |
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Votes Against |
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25,941,644 |
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Abstentions |
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223,395 |
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Broker Non-Votes |
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18,772,339 |
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D. Advisory Vote on Executive Compensation:
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Votes For |
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247,640,935 |
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Votes Against |
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29,959,281 |
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Abstentions |
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712,930 |
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Broker Non-Votes |
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18,772,339 |
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E. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation:
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One year |
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222,516,579 |
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Two years |
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1,105,147 |
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Three years |
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54,076,413 |
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Abstentions |
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615,007 |
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Broker Non-Votes |
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18,772,339 |
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(d) Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation:
A majority of the votes cast by stockholders voted, on an advisory basis, to hold an advisory
vote to approve executive compensation every year. In line with this recommendation by the
Company’s stockholders, the Board of Directors has decided that it will include an advisory
stockholder vote on executive compensation in its proxy materials every year until the next
required advisory vote on the frequency of stockholder votes on executive compensation, which will
occur no later than the Company’s Annual Meeting of Stockholders in 2017.
Item 8.01. Other Events.
Pursuant to the Company’s Corporate Governance Policy, Mr. Edward Shirley, a director of the
Company, submitted an offer to resign from the Company’s Board of Directors on May 4, 2011 as a
result of a significant change in his employment. Mr. Shirley’s offer to resign was not accepted
by the Company’s Board of Directors.