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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)
         
Delaware   001-33335   84-1496755
         
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Item 8.01. Other Events.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EX-1.1
EX-3.1
EX-5.1


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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.

 


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A. Election of Directors:
                                 
                            Broker  
    Votes For     Votes Against     Abstentions     Non-Votes  
Carole Black
    274,066,010       3,042,557       1,204,579       18,772,339  
Glenn A. Britt
    270,558,246       7,607,913       146,987       18,772,339  
Thomas H. Castro
    273,900,220       3,202,564       1,210,362       18,772,339  
David C. Chang
    277,571,234       603,395       138,517       18,772,339  
James E. Copeland, Jr.
    277,801,340       373,837       137,969       18,772,339  
Peter R. Haje
    258,689,888       19,486,618       136,640       18,772,339  
Donna A. James
    275,892,102       2,278,871       142,173       18,772,339  
Don Logan
    277,605,436       572,843       134,867       18,772,339  
N.J. Nicholas, Jr.
    273,115,257       3,993,052       1,204,837       18,772,339  
Wayne H. Pace
    277,593,845       587,251       132,050       18,772,339  
Edward D. Shirley
    277,828,448       346,906       137,792       18,772,339  
John E. Sununu
    277,671,023       510,596       131,527       18,772,339  
B. Ratification of Ernst & Young LLP:
         
Votes For
    294,469,307  
Votes Against
    2,446,003  
Abstentions
    170,175  
C. Approval of the Time Warner Cable Inc. 2011 Stock Incentive Plan:
         
Votes For
    252,148,107  
Votes Against
    25,941,644  
Abstentions
    223,395  
Broker Non-Votes
    18,772,339  
D. Advisory Vote on Executive Compensation:
         
Votes For
    247,640,935  
Votes Against
    29,959,281  
Abstentions
    712,930  
Broker Non-Votes
    18,772,339  
E. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation:
         
One year
    222,516,579  
Two years
    1,105,147  
Three years
    54,076,413  
Abstentions
    615,007  
Broker Non-Votes
    18,772,339  
(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.

 


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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
1.1
  Underwriting Agreement, dated May 19, 2011, among Time Warner Cable Inc., the Guarantors and Barclays Bank PLC, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and UBS Limited.
 
   
3.1
  By-laws of Time Warner Cable Inc., as amended through May 19, 2011.
 
   
5.1
  Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
 
   
10.1
  Time Warner Cable Inc. 2011 Stock Incentive Plan (incorporated by reference to Annex A to Time Warner Cable Inc.’s definitive Proxy Statement dated April 6, 2011 and filed with the Commission on April 6, 2011).
 
   
23.1
  Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 hereto).

 


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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.
         
  TIME WARNER CABLE INC.
 
 
  By:   /s/ Robert D. Marcus    
    Name:   Robert D. Marcus   
    Title:   President & Chief Operating Officer;
Acting Chief Financial Officer 
 
 
Date: May 25, 2011

 


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Exhibit Index
     
Exhibit No.   Description
1.1
  Underwriting Agreement, dated May 19, 2011, among Time Warner Cable Inc., the Guarantors and Barclays Bank PLC, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and UBS Limited.
 
   
3.1
  By-laws of Time Warner Cable Inc., as amended through May 19, 2011.
 
   
5.1
  Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
 
   
10.1
  Time Warner Cable Inc. 2011 Stock Incentive Plan (incorporated by reference to Annex A to Time Warner Cable Inc.’s definitive Proxy Statement dated April 6, 2011 and filed with the Commission on April 6, 2011).
 
   
23.1
  Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1 hereto).