Comcast Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CMCSA
Cable & Other Pay Television Services
Telecommunications
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 18, 2025
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Registrant’s telephone number, including area code: (215 ) 286-1700
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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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At our annual meeting of shareholders held on June 18, 2025 (the “annual meeting”), our shareholders approved an amendment to the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan (the “Plan”) to increase the number of shares available for issuance from 24.2 million to 34.2 million. The amendment was approved on February 25, 2025 by the Compensation and Human Capital Committee of our Board of Directors, subject to shareholder approval at the annual meeting. The effective date of the Plan is June 18, 2025.
The above description is qualified in its entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) At the annual meeting on June 18, 2025, our shareholders approved, or did not approve, the following proposals.
(b) The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each such proposal, as described in detail in the Company’s definitive proxy statement dated April 25, 2025, are set forth below.
(1)All of the director nominees named in the proxy statement were elected to serve as directors for one-year terms.
Director | For | Withheld | Broker Non-Votes | |||||||||||||||||
Kenneth J. Bacon | 276,326,268 | 94,282,743 | 22,704,817 | |||||||||||||||||
Thomas J. Baltimore, Jr. | 293,214,056 | 77,394,955 | 22,704,817 | |||||||||||||||||
Madeline S. Bell | 316,252,613 | 54,356,398 | 22,704,817 | |||||||||||||||||
Louise F. Brady | 366,037,685 | 4,571,326 | 22,704,817 | |||||||||||||||||
Edward D. Breen | 351,324,467 | 19,284,544 | 22,704,817 | |||||||||||||||||
Jeffrey A. Honickman | 309,999,118 | 60,609,893 | 22,704,817 | |||||||||||||||||
Wonya Y. Lucas | 366,035,240 | 4,573,771 | 22,704,817 | |||||||||||||||||
Asuka Nakahara | 366,026,920 | 4,582,091 | 22,704,817 | |||||||||||||||||
David C. Novak | 364,819,859 | 5,789,152 | 22,704,817 | |||||||||||||||||
Brian L. Roberts | 345,943,514 | 24,665,497 | 22,704,817 | |||||||||||||||||
(2)The appointment of Deloitte & Touche LLP as our independent auditors for the 2025 fiscal year, as described in the proxy statement, was ratified.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 379,440,116 | 13,593,917 | 279,795 | N/A | |||||||||||||||||
(3)The increase in share authorization under the Plan, as described in the proxy statement, was approved.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 368,706,077 | 1,606,890 | 296,044 | 22,704,817 | |||||||||||||||||
(4)The advisory vote on our executive compensation, as described in the proxy statement, was approved.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 332,155,225 | 37,280,056 | 1,173,730 | 22,704,817 | |||||||||||||||||
(5)A shareholder proposal to consider “CEO pay ratio factor” in executive compensation, as described in the proxy statement, was not approved.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 15,802,892 | 353,841,457 | 964,662 | 22,704,817 | |||||||||||||||||
(6)A shareholder proposal to adopt a policy for an independent chair, as described in the proxy statement, was not approved.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 98,559,891 | 270,904,585 | 1,144,535 | 22,704,817 | |||||||||||||||||
Item 9.01(d). Exhibits
| Exhibit Number | Description | ||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMCAST CORPORATION | |||||||||||||||||
| Date: | June 20, 2025 | By: | /s/ Elizabeth Wideman | ||||||||||||||
| Name: | Elizabeth Wideman | ||||||||||||||||
| Title: | Senior Vice President, Senior Deputy General Counsel and Assistant Secretary | ||||||||||||||||