Comcast Corporation (CMCSA)

May 31, 2012 9:00 am ET

Executives

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David L. Cohen - Executive Vice President, Executive Vice President of Comcast Cable, Executive Vice President of Comcast Holdings and Director of Comcast Holding

Brian L. Roberts - Chairman, Chief Executive Officer, President and Director of Comcast Holdings Corporation

Arthur R. Block - Senior Vice President, Secretary and Director

Presentation

David L. Cohen

Good morning, and welcome to Comcast 2012 Annual Meeting of Shareholders. My name is David L. Cohen, and I'm the Executive Vice President of Comcast Corporation, and I'll be serving as moderator for this meeting. With me on the stage are Brian L. Roberts, our Chairman and Chief Executive Officer; and Arthur R. Block, Senior Vice President and General Counsel and Secretary. Mr. Roberts will act as chairman of the meeting, and Mr. Block will serve as secretary.

In fairness to all shareholders in attendance and in the interest of an orderly meeting, we've adopted some rules of conduct, which have been distributed in advance of the meeting. All of you should have copies we have posted outside, as well. All shareholders will be given an opportunity to ask questions and make comments following the introduction of our management and shareholder proposals, and we plan on completing the meeting by 11:00 a.m.

So at this time, it's my pleasure to introduce our Chairman and CEO, Mr. Brian L. Roberts.

Brian L. Roberts

Thank you, David. Will the meeting please come to order. We have all -- many members of our Board of Directors here in the front row and members of senior management, which are available as well for the meeting. I'd also like to introduce from Deloitte & Touche LLP, our independent auditors, Mike Teeda [ph], lead client service partner for Comcast, and John Malvizi [ph] and Aaron Scanlon [ph] of NBCUniversal audit partners. Can you identify yourselves guys? There you are. Thank you.

Okay, let me turn it over to Mr. Block.

Arthur R. Block

Thank you. This meeting has been called pursuant to notice dated April 20, 2012, sent to all shareholders of record as of the close of business on March 22, 2012. Mr. James Raitt, President of American Election Services has been appointed as judge of election to conduct the votes of the meeting and in the adjournment or postponement and has delivered to me his oath of office. The judge of election has advised us that based on proxies presented prior to the meeting, a quorum exists for each matter at the meeting.

At the meeting are copies of the notice of Internet availability of proxy materials, the notice of meeting, proxy statement, form of proxy, affidavit of mailing and true and complete list of the shareholders of record of the shares of Class A common stock and Class B common stock are open to examination during this meeting.

I now declare this meeting duly convened, properly organized and confident to transact business. At this meeting, we may make forward-looking statements, which are subject to certain risks and uncertainties. Please see our SEC filings for more information on the risks that could cause actual or -- results to differ materially from those forward-looking statements.

Brian L. Roberts

Let's proceed to the business of the meeting. There will be an opportunity to discuss the 4 company proposals and the 4 shareholder proposals after all the proposals have been presented. The first item of business is the 4 company proposals. The Board of Directors has recommended that shareholders vote in favor of these proposals. Each of these proposals and the reasons for the board's recommendations are set forth in the proxy statement. The 4 company proposals are the election of directors, ratification of Deloitte & Touche and the approval of 2 Employee Stock Purchase Plans. Is there a motion to approve these proposals?

[Voting]

Thank you.

Unknown Attendee

My is Julie Tassel [ph] [indiscernible] shareholder. I nominate for election as directors the nominees set forth in the proxy statement, and we move that the appointment of Deloitte & Touche be ratified and that the Comcast Corporation 2002 Employee Stock Purchase Plan and the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan be approved.

Brian L. Roberts

The next 4 items of business are shareholder proposals. These proposals and statements for and against our adoption are set forth in the proxy statement. The board has recommended that shareholders vote against each of these proposals.

The first shareholder proposal request that the board take steps that may be necessary to provide for cumulative voting in the election of directors. Do we have a motion from Evelyn Y. Davis or her duly authorized representative to approve the proposal?

David L. Cohen

Keep the microphone live, please.

Unknown Attendee

[indiscernible]

Brian L. Roberts

The second shareholder proposal request that the board take the steps that may be necessary to require that the Chairman of the Board be an independent Director. Do we have a motion from the AFL-CIO Reserve Fund or its duly authorized representative to approve the proposal?

Unknown Attendee

[indiscernible]

Brian L. Roberts

The third shareholder proposal request that the board to take the steps that may be necessary to adopt the share retention policy for senior executives. Do we have a motion for the Board of Trustees -- from the Board of Trustees of the International Brotherhood of Electrical Workers Pension Benefit Fund or its duly authorized representative to approve the proposal?

David L. Cohen

Sorry, wait one second. Just make sure we keep the microphone live.

Unknown Attendee

My name is [indiscernible], I represent the IBEW Pension Benefit Fund [indiscernible] submitted a proposal for the [indiscernible] to adopt a share retention policy for senior executives. We believe that this proposal would align [indiscernible] stockholders. Requiring senior executives to hold a significant portion of shares obtained through compensation plans as long as they are members of senior management would focus them on the company's long-term success and better align their interests with those of the company's shareholders. In the context of the ongoing financial crisis, we believe it is imperative that companies reshape their compensation policies and practices to promote long-term, sustainable value creation. Therefore, we urge you to vote in support of this proposal. Thank you.

Brian L. Roberts

The final order of business is a shareholder proposal requesting the board to require that poison pills be subject to a shareholder vote. Do we have a motion from Kenneth Steiner or his duly authorized representative to approve the proposal?

Unknown Attendee

My name is Sheldon Baker [ph]. I'm from Philadelphia, Pennsylvania, and I'm here on behalf of Kenneth Steiner to make a proposal on to make Poison Pills subject to a shareholder vote.

Brian L. Roberts

Thank you. Let me just go back to the second shareholder. Do we have a motion from the AFL-CIO Reserve Fund? Give them one more chance. Okay.

At this time -- or is there any discussion on the 4 company proposals or the 4 shareholder proposals, the floor is open to questions directly related to Comcast business.

David L. Cohen

If we do, we will have the microphones stationed in here so if people want to line up. Is there one on this side as well? Certainly, yes, there's one on each side, so people feel free to line up in the aisle. And could the people holding the microphone just raise your hands so people know where they can line up. There's one back here.

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