COMCAST CORPORATION | Separate Chair & CEO at COMCAST CORPORATION

Status
Filed
Previous AGM date
Resolution details
Company ticker
CMCSA
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. This proposal topic won understated 26% support at the 2019 Comcast (CMCSA) annual meeting in spite of Mr. Brian Roberts? stock voting against it. Mr. Roberts has 33% of the CMCSA voting power although Mr. Roberts? money at risk is far les than 33%. This 26%-support may have repressed more than 50%-support from the non-Roberts shares that have access to independent proxy voting advice. Shareholders who lack independent proxy voting advice tend to vote against shareholder proposals because they lack insight to both sides of an issue. An independent Board Chairman could also help Comcast Corporation (CMCSA) deal with future headwinds like those that emerged in 2025: CMCSA stock hit a 52-week low in October 2025, reflecting cautious market reaction and shareholder concerns over slowing broadband growth. Analysts and financial news sources also noted CMCSA carries a substantial amount of long-term debt, a whooping $93 billion in 2025. CMCSA continued to lose a high number of customers throughout 2025. In Q3 2025 alone, CMCSA reported a loss of 257,000 TV customers and 104,000 broadband internet customers. These losses led to a decline in revenue and raised concerns among shareholders, causing CMCSA stock to hit its 52-week low in October. A customer exodus followed CMCSA?s decision to increase prices for its Xfinity services and decrease the monthly autopay discount from $5 to $2 for those using credit or debit cards. This reportedly "angered customers." Analysts and customers alike pointed to long-standing issues with the CMCSA customer experience, price transparency, and a "lack of ease in simply doing business with the operator" as key reasons for high customer churn.

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