Comcast to Reclassify Non-Voting Special Stock Into Voting Shares

AP Photo/Jacquelyn Martin

Chairman and CEO Brian Roberts and his family will continue to control the cable company via ownership of preferred stock that accounts for 33.3 percent of voting rights.

Cable giant Comcast said on Monday that its board of directors has approved a proposal to amend and restate its articles of Incorporation to reclassify its non-voting Class A special common stock as voting Class A common stock.

Chairman and CEO Brian Roberts and his family will continue to control the cable company via ownership of Class B common stock that accounts for 33.3 percent of voting rights. Governance experts have often criticized the existence of separate classes of shares.

"We believe that the reclassification will benefit our shareholders by, among other things, eliminating investor confusion caused by having two classes of publicly traded stock and improving the trading liquidity of our publicly traded stock," Comcast said. It scheduled a special meeting of shareholders to vote on the issue.

Class A common stock (ticker symbol: CMCSA) has voting rights, with each holder entitled to 0.1323 votes per share. Comcast Class A special common stock (ticker symbol: CMCSK) does not have voting rights. "Other than with respect to voting, there are no differences in the rights of the two classes," according to Comcast's website.

"The board of directors determined that the amended articles and the reclassification are fair to and in the best interests of the company and our shareholders, including, in particular, the holders of shares of Class A common stock and the holders of shares of Class A special common stock," the company said.

A regulatory filing reiterated that the Roberts family controls more than 9.4 million Class B shares, or 100 percent of that stock class. That "includes 9,039,663 shares of Class B common stock owned by a limited liability company, of which Mr. Brian L. Roberts is the managing member, and 404,712 shares of Class B common stock owned by certain family trusts, of which Mr. Roberts and/or his descendants are the beneficiaries," the filing said. "The shares of Class B common stock beneficially owned by Mr. Roberts represent 33 1 ⁄ 3 percent of the combined voting power of the two classes of our voting common stock, which percentage is generally non-dilutable."

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