<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COMCAST CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO
OF COMCAST CORPORATION
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 17, 1998
----------------
The Annual Meeting of Shareholders of Comcast Corporation (the "Company")
will be held on Wednesday, June 17, 1998 at 9:00 a.m. local time at the
offices of the Company, 1500 Market Street, 33rd Floor, Philadelphia,
Pennsylvania, for the following purposes:
1. To elect ten directors to serve for the ensuing year and until their
respective successors shall have been duly elected and qualified.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the 1998 fiscal year.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The close of business on May 1, 1998 has been fixed as the record date for
the meeting. All shareholders of record at that time are entitled to notice
of, and all such holders of Class A Common Stock and Class B Common Stock are
entitled to vote at, the meeting and any adjournment or postponement thereof.
Because the holders of the Class A Special Common Stock are not generally
entitled to vote and no resolution is proposed for the meeting for which a
vote of the Class A Special Common Stock is required by law, holders of Class
A Special Common Stock are not entitled to vote at the meeting. In the event
that the meeting is adjourned for one or more periods aggregating at least
fifteen days due to the absence of a quorum, those shareholders entitled to
vote who attend the adjourned meeting, although otherwise less than a quorum,
shall constitute a quorum for the purpose of acting upon any matter set forth
in this notice.
All shareholders are cordially invited to attend the meeting. The Board of
Directors urges you to date, sign and return promptly the enclosed proxy to
give voting instructions with respect to your shares of Class A Common Stock.
The proxies are solicited by the Board of Directors of the Company. The return
of the proxy will not affect your right to vote in person if you do attend the
meeting. A copy of the Company's Annual Report on Form 10-K is attached and a
copy of its Summary Annual Report is enclosed.
STANLEY WANG
Secretary
May 8, 1998
<PAGE>
LOGO
OF COMCAST CORPORATION
1500 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19102-2148
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors of Comcast
Corporation (the "Company"), a Pennsylvania corporation, for use at the Annual
Meeting of Shareholders (the "meeting") to be held on Wednesday, June 17, 1998
at 9:00 a.m. local time at the offices of the Company, 1500 Market Street,
33rd Floor, Philadelphia, Pennsylvania, and any adjournment or postponement
thereof. This Proxy Statement, the foregoing notice and the enclosed proxy are
being mailed to shareholders on or about May 8, 1998.
The Board of Directors does not intend to bring any matters before the
meeting other than the matters specifically referred to in the notice of the
meeting, nor does the Board of Directors know of any matter which anyone else
proposes to present for action at the meeting. However, if any other matters
properly come before the meeting, the persons named in the accompanying proxy
or their duly constituted substitutes acting at the meeting will be deemed
authorized to vote or otherwise act thereon in accordance with their judgment
on such matters.
When your proxy card is returned properly signed, the shares represented
will be voted in accordance with your directions. In the absence of
instructions, the shares represented at the meeting by the enclosed proxy will
be voted "FOR" each of the nominees for the Board of Directors in the election
of directors and "FOR" the other proposal submitted to shareholders in
accordance with the foregoing notice of meeting and as set forth in this Proxy
Statement. Any proxy may be revoked at any time prior to its exercise by
notifying the Secretary in writing, by delivering a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
OUTSTANDING SHARES AND VOTING RIGHTS
At the close of business on May 1, 1998, the record date, the Company had
outstanding [31,792,325] shares of Class A Common Stock, par value $1.00 per
share, 8,786,250 shares of Class B Common Stock, par value $1.00 per share,
and [328,189,295] shares of Class A Special Common Stock, par value $1.00 per
share.
On each matter voted upon at the meeting and any adjournment or postponement
thereof, the Class A Common Stock and Class B Common Stock will vote together
and each record holder of Class A Common Stock will be entitled to one vote
per share and each record holder of Class B Common Stock will be entitled to
fifteen votes per share. Holders of Class A Special Common Stock shall not be
entitled to vote at the meeting. References to voting classes of the Company's
Common Stock herein shall not include the Class A Special Common Stock. In the
election of directors, Class A Common Stock and Class B Common Stock
shareholders shall not have cumulative voting rights.
1
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The presence, in person or by proxy, of shareholders entitled to cast a
majority of the votes which shareholders are entitled to cast on each matter
to be voted upon at the meeting will constitute a quorum as to each such
matter. In the event that the meeting is adjourned for one or more periods
aggregating at least fifteen days due to the absence of a quorum, those
shareholders entitled to vote who attend the adjourned meeting, although
otherwise less than a quorum as described in the preceding sentence, shall
constitute a quorum for the purpose of acting upon any matter set forth in the
foregoing notice of the meeting.
In the election of directors, the ten nominees receiving a plurality of the
votes cast at the meeting shall be elected. Approval of the other proposal to
be submitted to shareholders in accordance with the foregoing notice of the
meeting and as set forth in this Proxy Statement requires the affirmative vote
of a majority of the votes cast at the meeting. For purposes of determining
the number of votes cast with respect to any voting matter, only those cast
"FOR" or "AGAINST" are included. Abstentions and broker non-votes are counted
only for purposes of determining whether a quorum is present at the meeting.
The holder of all of the Class B Common Stock has indicated that it will
vote its shares "FOR" each of the nominees for director listed below and "FOR"
the other proposal submitted to shareholders in accordance with the foregoing
notice of the meeting and as set forth in this Proxy Statement. Consequently,
the election of each of the nominees for director listed below and approval of
the other proposal submitted to shareholders in accordance with the foregoing
notice of meeting and as set forth in this Proxy Statement are assured.
2
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the holdings of
each shareholder who was known to the Company to be the beneficial owner, as
defined in Rule 13d-3 of the Securities Exchange Act of 1934 (the "Exchange
Act"), of more than 5% of any voting class of the Company's Common Stock as of
February 28, 1998. So far as is known to the Company, the persons named in the
table below as beneficially owning the shares set forth therein have sole
voting power and sole investment power with respect to such shares, unless
otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT PERCENT
TITLE OF NAME AND ADDRESS OF BENEFICIALLY OF
VOTING CLASS BENEFICIAL OWNER OWNED CLASS
- ------------ ------------------- ------------ -------
<S> <C> <C> <C>
Class A Common Stock The Capital Group Companies, Inc. 2,406,800(1) 7.6%
333 South Hope Street
Los Angeles, CA 90071
FMR Corp. 2,791,000(2) 8.8%
82 Devonshire Street
Boston, MA 02109
Vanguard/Windsor Funds, Inc. 2,884,900(3) 9.1%
--Windsor Fund
PO Box 2600
Valley Forge, PA 19482-2600
Wellington Management Company, LLP 2,886,700(3) 9.1%
75 State Street
Boston, MA 02109
Brian L. Roberts 1,849,098(4)(5) 5.8%
1500 Market Street
Philadelphia, PA 19102-2148
Class B Common Stock Brian L. Roberts 8,786,250(5) 100.0%
1500 Market Street
Philadelphia, PA 19102-2148
Ralph J. Roberts 658,125(6) 7.0%
1500 Market Street
Philadelphia, PA 19102-2148
</TABLE>
- --------
(1) The information contained in this table with respect to The Capital Group
Companies, Inc. ("TCG") is based upon filings dated February 10, 1998,
made on Schedule 13G by TCG and its wholly owned subsidiaries, Capital
Research and Management Company ("Capital Research"), Capital Guardian
Trust Company ("Capital Guardian"), and Capital International S.A.
("CISA"), setting forth information as of December 31, 1997. The Schedule
13G indicates that TCG has sole dispositive power as to all of such shares
and sole voting power as to 466,800 of such shares, that Capital Research
has sole dispositive power as to 1,940,000 of such shares, and that The
Growth Fund of America, Inc., an investment company advised by Capital
Research, has sole voting power as to 1,680,000 of such shares.
(2) The information contained in this table with respect to FMR Corp. ("FMR")
is based upon filings dated February 14, 1998, made on Schedule 13G by
FMR, its wholly owned subsidiary Fidelity Management & Research Company
("Fidelity"), and its controlling shareholders, Edward C. Johnson III and
Abigail P. Johnson, setting forth information as of December 31, 1997. The
Schedule 13G indicates that FMR has sole dispositive power as to all of
such shares and sole
3
<PAGE>
voting power as to 11,000 of such shares, that Fidelity has sole dispositive
power as to 2,768,500 of such shares, that Fidelity Contrafund, an
investment company advised by Fidelity, is the beneficial owner of 2,165,700
of such shares, and that Fidelity Management & Trust Company and Fidelity
International, Limited, are the beneficial owners of 12,500 and 10,000 of
such shares, respectively.
(3) The information contained in this table with respect to Vanguard/Windsor
Funds, Inc.--Windsor Fund ("Windsor") and Wellington Management Company,
LLP ("Wellington") is based upon filings dated February 9, 1998 and January
13, 1998, made on Schedule 13G by Windsor and Wellington, respectively,
setting forth information as of December 31, 1997. The Schedule 13Gs
indicate that Windsor has sole voting power and shared dispositive power
with Wellington, an investment advisor to Windsor, as to 2,884,900 shares,
that Wellington has shared voting power as to 600 shares, and that
Wellington shares dispositive power with others as to 1,800 shares.
(4) At February 28, 1998, Sural Corporation ("Sural"), a Delaware corporation,
owned 1,845,037 shares of Class A Common Stock. Mr. Brian L. Roberts,
President of the Company, and Mr. Ralph J. Roberts, Chairman of the Board
of Directors of the Company and Mr. Brian L. Roberts' father, owned all of
the voting securities of Sural. Pursuant to Rule 13d-3 of the Exchange Act,
Mr. Brian L. Roberts is deemed to be the beneficial owner of the shares of
Class A Common Stock owned by Sural. See also the last sentence of note (5)
below.
(5) At February 28, 1998, Sural was the sole owner of the Company's Class B
Common Stock outstanding. Pursuant to Rule 13d-3 of the Exchange Act, Mr.
Brian L. Roberts is deemed to be the beneficial owner of the shares of
Class B Common Stock owned by Sural. Since each share of Class B Common
Stock is entitled to fifteen votes, the shares of Class A Common Stock and
Class B Common Stock owned by Sural constitute approximately 82% of the
voting power of the two classes of the Company's voting Common Stock
combined. The Class B Common Stock is convertible on a share-for-share
basis into Class A Common Stock or Class A Special Common Stock. If Sural
and Mr. Brian L. Roberts were to convert the Class B Common Stock which
they are deemed to beneficially own into Class A Common Stock, Mr. Brian L.
Roberts would beneficially own 10,635,348 shares of Class A Common Stock
(approximately 26% of the Class A Common Stock).
(6) Mr. Ralph J. Roberts, Chairman of the Board of Directors of the Company and
the father of Mr. Brian L. Roberts, has options to purchase 658,125 shares
of Class B Common Stock, all of which are currently exercisable. If such
options were exercised, such shares, along with his current Class A Common
Stock holdings, would represent approximately 6% of the voting power of the
Company's two classes of voting Common Stock combined, and if Mr. Ralph J.
Roberts were to convert such shares into Class A Common Stock, Mr. Ralph J.
Roberts would beneficially own a total of 977,195 shares of Class A Common
Stock (approximately 2% of the Class A Common Stock). See note (5) above.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the Class A
Common Stock (one vote per share) and Class A Special Common Stock (generally
non-voting) beneficially owned by each director and nominee for director of
the Company, by Mr. Ralph J. Roberts (the "Chief Executive Officer," see note
(1) to the table under the caption "Executive Compensation--Summary
Compensation Table"), and by each of the Company's other four most highly
compensated executive officers during 1997 and by all directors and executive
officers of the Company as a group, as of February 28, 1998. Each of the
persons named in the table below as beneficially owning the shares set forth
therein has sole voting power and sole investment power with respect to such
shares, unless otherwise indicated.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT BENEFICIALLY OWNED(1) CLASS(1)
---------------------------- ---------------
CLASS A CLASS A
NAME OF BENEFICIAL OWNER CLASS A SPECIAL CLASS A SPECIAL
- ------------------------ -------------- -------------- ------- -------
<S> <C> <C> <C> <C>
Daniel Aaron............ 155,325 613,178 (2) (2)
John R. Alchin(3)....... -- 301,280(4) (2) (2)
Gustave G. Amsterdam.... 25,269 141,918 (2) (2)
Sheldon M. Bonovitz..... 17,566(5) 194,827(6) (2) (2)
Julian A. Brodsky(3).... 280,559(7) 2,076,640 (2) (2)
Joseph L. Castle, II.... 375 21,697 (2) (2)
Brian L. Roberts(3)(8).. 1,849,098(9)(10) 5,916,166(11)(12) 5.8% 1.9%
Ralph J. Roberts........ 319,070(13) 5,475,505(14) 1.0% 1.7%
Lawrence S. Smith(3).... -- 358,448 (2) (2)
Bernard C. Watson....... -- 19,200 (2) (2)
Irving A. Wechsler...... 122,763 332,677 (2) (2)
Anne Wexler............. -- 19,950 (2) (2)
All directors and
executive officers as a
group
(13 persons)(3)........ 2,810,916(5)(7) 15,665,629(4)(6) 8.8% 4.8%
(9)(10)(13) (11)(12)(14)(15)
</TABLE>
- --------
(1) With respect to each beneficial owner, the shares issuable upon exercise
of his or her currently exercisable options and options exercisable within
60 days of February 28, 1998 are deemed to be outstanding for the purpose
of computing the percentage of the class of Common Stock owned. Includes
the following shares of Class A Special Common Stock for which the named
individuals, and all directors and executive officers as a group, hold
currently exercisable options or options exercisable within 60 days of
February 28, 1998: Mr. Aaron, 19,200 shares; Mr. Alchin, 214,796 shares;
Mr. Amsterdam, 19,200 shares; Mr. Bonovitz, 19,200 shares; Mr. Brodsky,
1,186,568 shares; Mr. Castle, 19,200 shares; Mr. Brian L. Roberts, 487,832
shares; Mr. Ralph J. Roberts, 4,695,458 shares; Mr. Smith, 317,681 shares;
Mr. Watson, 19,200 shares; Mr. Wechsler, 19,200 shares; Ms. Wexler, 19,200
shares; and all directors and executive officers as a group, 7,176,450
shares. Does not include the following shares which were issuable under
options exercised in January 1998 but the receipt of which was irrevocably
deferred pursuant to the Company's Deferred Stock Option Plan: Mr.
Amsterdam, 2,797 shares; and Mr. Bonovitz, 2,666 shares.
(2) Less than one percent of the applicable class.
(3) The following named executive officers also beneficially own shares of
common stock of QVC, Inc., a 57%-owned subsidiary of the Company,
including shares issuable under options exercisable within 60 days of
February 28, 1998, to purchase such shares (see note (8) to the "Summary
Compensation Table"): Mr. Alchin, 1,800 shares; Mr. Brodsky, 2,400 shares;
Mr. Brian L. Roberts, 7,800 shares; Mr. Smith, 2,200 shares; and all
directors and executive officers as a group, 14,200 shares. The number of
shares of common stock of QVC, Inc. beneficially owned by each of them,
and by all directors and executive officers as a group, represent less
than one percent of the common stock of QVC, Inc.
5
<PAGE>
(4) Includes 15 shares of Class A Special Common Stock owned in the Comcast
Corporation Retirement-Investment Plan, as to which shares he disclaims
beneficial ownership.
(5) Includes 5,486 shares of Class A Common Stock held in trust or as a
custodian for his children, 6,425 shares owned by his wife, and 2,636
shares held by him as trustee for a testamentary trust, as to all of which
shares he disclaims beneficial ownership.
(6) Includes 11,189 shares of Class A Special Common Stock held in trust or as
a custodian for his children, 5,044 shares owned by his wife, 144,946
shares held by him as trustee for a testamentary trust, and 5,238 shares
owned by a charitable foundation of which his wife is a trustee, as to all
of which shares he disclaims beneficial ownership.
(7) Includes 33,431 shares of Class A Common Stock owned by a charitable
foundation of which he and members of his family are directors and
officers, as to which shares he disclaims beneficial ownership.
(8) Pursuant to Rule 13d-3 of the Exchange Act, Mr. Brian L. Roberts is also
deemed to be the beneficial owner of 100% of the outstanding shares of the
Company's Class B Common Stock owned by Sural. See notes (4) and (5) to
the table under the caption "Principal Shareholders."
(9) Includes 1,356 shares of Class A Common Stock owned by his wife, as to
which shares he disclaims beneficial ownership.
(10) Includes 1,845,037 shares of Class A Common Stock owned by Sural. See
notes (4) and (5) to the table under the caption "Principal
Shareholders."
(11) Includes 678 shares of Class A Special Common Stock owned by his wife,
21,024 shares owned in the Comcast Corporation Retirement-Investment
Plan, and 10,000 shares owned by a charitable foundation of which he and
his wife are directors and officers, as to all of which shares he
disclaims beneficial ownership.
(12) Includes 5,315,772 shares of Class A Special Common Stock owned by Sural.
See note (4) to the table under the caption "Principal Shareholders."
(13) See also note (6) to the table under the caption "Principal
Shareholders."
(14) Includes 10,000 shares of Class A Special Common Stock owned by a
charitable foundation of which he and his wife are trustees, as to which
shares he disclaims beneficial ownership.
(15) Includes 15 shares of Class A Special Common Stock owned by an executive
officer other than those named above in the Comcast Corporation
Retirement-Investment Plan, as to which shares beneficial ownership is
disclaimed.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class
of the Company's equity securities (collectively, the "reporting persons") to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and to furnish the Company with copies of these reports.
Based on the Company's review of the copies of these reports received by it,
and written representations received from reporting persons, the Company
believes that all filings required to be made by the reporting persons for the
period January 1, 1997 through December 31, 1997 were made on a timely basis,
except for two reports regarding the exercise of a stock option and a related
sale of stock by Anne Wexler and one report of a sale of stock by Bernard C.
Watson, for which Forms 4 were inadvertently filed late.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth, for the Company's last three fiscal years,
certain information concerning the annual and long-term compensation, as well
as other compensation paid to or for the Chief Executive Officer and each of
the Company's other four most highly compensated executive officers:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------- ------------
ALL OTHER
COMPENSATION
NUMBER OF (PRINCIPALLY
OTHER ANNUAL SECURITIES SPLIT-DOLLAR
NAME AND BONUS($) COMPENSATION UNDERLYING INSURANCE
PRINCIPAL POSITION(1) YEAR SALARY($) (2) ($)(3) OPTIONS(#) BENEFITS)($)(4)
- --------------------- ---- --------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Ralph J. Roberts....... 1997 $870,185 $ -- $1,387,050(5) 58,869(7) $5,625,776
Chairman of the Board
of 1996 842,223 -- 1,182,376(6) -- 5,759,957(6)
Directors 1995 821,360 -- 780,983(6) -- 4,646,420(6)
Julian A. Brodsky...... 1997 $656,250 $328,125 $ 26,483 52,500(7) $1,067,761
Vice Chairman of the 1996 625,000 300,000 14,121 4,000(8) 1,095,051
Board of Directors 1995 625,000 -- 24,705 250,000(7) 1,285,803
Brian L. Roberts....... 1997 $656,250 $687,000 $ 42,883 80,080(7) $ 33,859
President 5,000(8)
1996 625,000 662,000 2,336 8,000(8) 33,249
1995 625,000 242,000 96,881 500,000(7) 32,383
Lawrence S. Smith...... 1997 $656,250 $397,000 $ 10,452 52,500(7) $ 34,899
Executive Vice 200(8)
President 1996 625,000 381,000 1,126 4,000(8) 34,727
1995 600,000 61,000 39,755 400,000(7) 33,924
John R. Alchin......... 1997 $552,250 $304,625 $ 17,984 43,750(7) $ 37,845
Senior Vice 1996 526,000 291,500 1,276 3,000(8) 35,230
President-Treasurer 1995 502,000 29,000 56,844 300,000(7) 34,531
</TABLE>
- --------
(1) The Company's by-laws do not provide for the position of "Chief Executive
Officer." For purposes of this Proxy Statement, the Company has determined
that Mr. Ralph J. Roberts should be deemed to be the Company's Chief
Executive Officer.
(2) The amounts in this column include bonuses earned by the named persons
under the Company's 1996 Executive Cash Bonus Plan, bonuses paid to the
named persons (except Mr. Brodsky) in 1997, 1996 and 1995 relating to
termination of the Company's discretionary bonus plan (see "Report of the
Compensation Committee and the Subcommittee on Performance-Based
Compensation on Executive Compensation--Effect of Internal Revenue Code
Section 162(m)"), and guaranteed bonuses of $131,250, $125,000 and
$125,000 paid to Mr. Brian L. Roberts in 1997, 1996 and 1995,
respectively, and $5,250 and $5,000 paid to Mr. Smith in 1997 and 1996,
respectively.
(3) This column includes Company payments to the named executive officers to
cover their tax liabilities incurred in connection with: (a) local taxes
on stock option grants; (b) Company payments to Mr. Ralph J. Roberts and
Mr. Brodsky to cover the premiums attributable to the term life insurance
portion of the split-dollar life insurance policies (see note (4)(b)
below); (c) Company payments to cover premiums attributable to the
executive long-term disability plan (see note 4(e) below); and (d) other
incidental taxable fringe benefits provided to the named executive
officers. Such amounts are calculated based upon the amount of tax payable
by the executive officers in accordance with the highest individual income
tax bracket.
7
<PAGE>
(4) The amounts shown in this column principally represent benefits associated
with split-dollar life insurance policies. In accordance with the terms of
the split-dollar life insurance policies, the Company will recover all of
the cumulative premiums paid by the Company for the whole-life portion of
such policies. This column includes (with respect to amounts applicable to
1997): (a) the dollar value, on a term loan approach, of the benefit of
the whole-life portion of the premiums for split-dollar life insurance
policies paid by the Company projected on an actuarial basis
(Messrs. Ralph J. Roberts $4,878,966; Brodsky $1,047,550; Brian L. Roberts
$25,236; Smith $26,352; and Alchin $26,768), although the Company believes
that a more realistic determination of the economic value of the benefit
would be based on an approach which calculates the time value of money
(using the applicable short-term federal funds rate) of the premiums paid
by the Company through 1997 (Messrs. Ralph J. Roberts $2,603,101; Brodsky
$371,433; Brian L. Roberts $13,383; Smith $17,275; and Alchin $17,305);
(b) Company payments to named executive officers to cover their premiums
attributable to the term life insurance portion of the split-dollar life
insurance policies (Messrs. Ralph J. Roberts $741,268; Brodsky $13,099;
Brian L. Roberts $1,369; Smith $1,490; and Alchin $1,385); (c) Company
contributions to its 401(k) Retirement-Investment Plan in the amount of
$5,542 for each of the named executive officers; (d) Company payments to
its long-term disability plan in the amount of $686 for each of the named
executive officers (other than Mr. Ralph J. Roberts, who did not
participate in such plan); and (e) Company payments to the named executive
officers (other than Mr. Ralph J. Roberts, who did not participate in such
plan) to cover their premiums attributable to the executive long-term
disability plan (Messrs. Brodsky $884; Brian L. Roberts $1,026; Smith
$829; and Alchin $3,464).
(5) Also includes $33,581 paid to him to cover the taxes payable by him with
respect to estate and succession planning services provided to him by the
Company.
(6) The amounts shown as "Other Annual Compensation" and "All Other
Compensation" in 1995 reflect premiums for split-dollar life insurance
policies paid in 1996 which related to coverage in effect during 1995. If
such premiums had been treated as compensation in the year paid (1996),
the amounts for 1995 would have been: Other Annual Compensation--$499,334,
and All Other Compensation--$3,286,173; and the amounts for 1996 would
have been: Other Annual Compensation--$1,464,025, and All Other
Compensation--$7,179,518.
(7) Represents the number of shares of the Company's Class A Special Common
Stock issuable upon exercise of options.
(8) Represents the number of shares of the common stock of QVC, Inc., a 57%-
owned subsidiary of the Company, issuable upon exercise of: (a) options
granted to the named executive officers by the Compensation Committee of
the QVC, Inc. Board of Directors on April 18, 1996, pursuant to the 1995
QVC Stock Option and Stock Appreciation Rights Plan; (b) of identical
options assigned by the Company to Mr. Brian L. Roberts on December 18,
1997; and (c) other such options granted to Mr. Smith on November 28,
1997. Such options were issued with tandem stock appreciation rights
exercisable in lieu of the options for 75% of the excess of the value of
the QVC, Inc. common stock (as determined pursuant to the 1995 QVC Stock
Option and Stock Appreciation Rights Plan) over the exercise price of such
options. Such options have an exercise price of $177.05 per share ($688.14
in the case of the options granted to Mr. Smith in 1997), representing the
value of the shares underlying such options on the date of grant as
determined pursuant to the 1995 QVC Stock Option and Stock Appreciation
Rights Plan, and such options vest 20% upon grant and 20% on each January
1, 1997-2000 (except for the options granted to Mr. Smith in 1997, as to
which the vesting period is each November 28, 1998-2002), based on the
named executive's continued service to the Company. In all cases, vesting
is accelerated upon a change of control of QVC, Inc. The QVC, Inc. options
expire April 18, 2006 (November 28, 2007 in the case of the options
granted to Mr. Smith in 1997). The value that might be realized upon
exercise of such options immediately prior to their expiration, assuming
appreciation in the value of the underlying QVC, Inc. common
8
<PAGE>
stock from the date of grant or assignment of 0%, 5% and 10% is as follows:
0% appreciation--Messrs. Brodsky, $1,381,040; Brian L. Roberts, $5,317,530;
Smith, $1,381,040; and Alchin, $1,035,780; 5% appreciation--Messrs.
Brodsky, $2,694,960; Brian L. Roberts, $9,697,720; Smith, $2,695,393; and
Alchin, $2,021,220; 10% appreciation--Messrs. Brodsky, $4,710,760; Brian L.
Roberts, $16,360,720; Smith, $4,711,857; and Alchin, $3,533,070. During
1997, such executive officers exercised certain of such options to purchase
shares of QVC, Inc. common stock and realized value upon such exercises as
follows: Messrs. Brodsky, 1,600 shares, $731,520; Brian L. Roberts,
3,200 shares, $1,463,040; Smith, 1,600 shares, $731,520; and Alchin, 1,200
shares, $548,640. At December 31, 1997, the excess of the fair market value
of QVC, Inc. common stock over the exercise price for options outstanding
based upon the most recent valuation date was as follows: Messrs. Brodsky
($0 exercisable, $1,226,616 unexercisable); Brian L. Roberts ($1,022,180
exercisable, $3,986,502 unexercisable); Smith ($0 exercisable, $1,226,616
unexercisable); and Alchin ($0 exercisable, $919,962 unexercisable).
9
<PAGE>
STOCK OPTION GRANTS
The following table contains information concerning grants of stock options
under the Company's 1996 Stock Option Plan to the Chief Executive Officer and
to each of the Company's other four most highly compensated executive officers
during 1997. No Comcast Corporation stock appreciation rights ("SARs") were
granted during 1997 to the Chief Executive Officer or to any of the Company's
other four most highly compensated executive officers.
STOCK OPTION GRANTS IN 1997
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE
INDIVIDUAL GRANTS APPRECIATION FOR OPTION TERMS(1)
------------------------------------------ ---------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED(#) IN 1997 ($/SH) DATES(2) 0% 5% 10%
- ---- ---------- ---------- -------- ---------- --- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Ralph J. Roberts........ 14,841(3) * $20.2125 02/05/02 $ 0 $ 48,073 $ 139,218
44,028 1.7% $18.3750 02/05/07 0 508,785 1,289,361
Julian A. Brodsky....... 52,500 2.0% $18.3750 02/05/07 $ 0 $ 606,687 $ 1,537,463
Brian L. Roberts(4)..... 9,894(3) * $20.2125 02/05/02 $ 0 $ 32,048 $ 92,812
70,186 2.7% $18.3750 02/05/07 0 811,065 2,055,398
Lawrence S. Smith(4).... 52,500 2.0% $18.3750 02/05/07 $ 0 $ 606,687 $ 1,537,463
John R. Alchin.......... 43,750 1.7% $18.3750 02/05/07 $ 0 $ 505,572 $ 1,281,220
All Outstanding Common
Shares(5).............. N/A N/A N/A N/A $ 0 $3,933,269,400 $9,917,014,157
</TABLE>
- --------
* Less than one percent of total options granted to employees in 1997.
(1) Illustrates, as to options, value that might be realized upon exercise of
options immediately prior to the expiration of their term, assuming
specified compounded rates of appreciation on the Class A Special Common
Stock over the term of the options, based on the market prices for the
Class A Special Common Stock when the options were granted. The 0%, 5% and
10% assumed rates of appreciation are not necessarily indicative of future
stock performance.
(2) All of the options to purchase Class A Special Common Stock were granted
on February 5, 1997 under the Company's 1996 Stock Option Plan. Except as
described in note (3) below, all options granted in 1997 have exercise
prices equal to the fair market value on the date of grant and generally
become exercisable at the rate of 40% of the shares covered thereby on the
second anniversary of the date of grant, and 20% each on the third,
fourth, and fifth anniversaries of the date of the grant. The options that
expire on February 5, 2002 are incentive stock options and the options
that expire on February 5, 2007 are nonqualified stock options.
(3) In accordance with the tax rules governing incentive stock options, these
options were granted at an exercise price equal to 110% of the fair market
value on the date of grant. The options become exercisable into shares of
the Company's Class A Special Common Stock at the rate of 40% of the
shares covered thereby on the second anniversary of the date of grant,
another 20% on each of the third and fourth anniversaries of the date of
grant, and the remaining 20% six months prior to the fifth anniversary of
the date of grant.
(4) In addition to the options described above, on November 28, 1997, Mr.
Smith was granted an option to purchase 200 shares of the common stock of
QVC, Inc., for $688.14 per share, and on December 18, 1997, the Company
assigned to Mr. Brian L. Roberts options held by the Company
10
<PAGE>
to purchase 5,000 shares of the common stock of QVC, Inc., for $177.05 per
share. See note (8) under "Executive Compensation--Summary Compensation
Table."
(5) Illustrates the aggregate appreciation in value of all shares of common
stock of the Company outstanding on December 31, 1997, based on the
assumed 5% and 10% rates of appreciation that produced the realizable
values of options granted to executive officers shown in this table
(measured from the dates of grant of the options to their expiration, on a
weighted average basis).
STOCK OPTION EXERCISES AND HOLDINGS
The following table sets forth information related to options exercised
during 1997 by the Chief Executive Officer and each of the Company's other
four most highly compensated executive officers during 1997, and the number
and value of options or SARs held at December 31, 1997 by such individuals.
AGGREGATED OPTION EXERCISES IN 1997
AND OPTION VALUES AT DECEMBER 31, 1997
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS AT
SHARES VALUE DECEMBER 31, 1997(#) DECEMBER 31, 1997($)
ACQUIRED ON REALIZED ------------------------- ----------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ralph J. Roberts
Class A Special Common
Stock................. 100,682 $2,225,565 4,695,458 442,448 $84,337,000 $ 8,347,562
Class B Common Stock... -- -- 658,125 -- 17,226,540(1) --
Julian A. Brodsky(2)
Class A Special Common
Stock................. 107,660 $1,479,365 1,033,571 868,141 $18,757,082 $13,816,558
Brian L. Roberts(2)
Class A Special Common
Stock................. 7,522 $ 144,955 379,191 910,229 $ 5,774,866 $13,394,585
Lawrence S. Smith(2)
Class A Special Common
Stock................. 52,386 $ 913,025 251,375 534,901 $ 3,989,795 $ 8,407,854
John R. Alchin(2)
Class A Special Common
Stock................. 34,000 $ 604,208 155,565 431,172 $ 2,533,585 $ 6,840,888
</TABLE>
- --------
(1) Each share of Class B Common Stock is convertible into one share of Class
A Common Stock or Class A Special Common Stock, at the option of the
holder, and entitles the holder to fifteen votes per share. Each record
holder of Class A Common Stock is entitled to one vote per share. The
illustrated value of these options is based on the closing price of a
share of Class A Common Stock on December 31, 1997. In addition, in
accordance with the 1997 Compensation Agreement (see "Agreements with
Executive Officers--Compensation Agreement with the Chief Executive
Officer" elsewhere in this Proxy Statement), the Chief Executive Officer
is entitled to certain bonuses payable upon exercise of his Class B
options to offset tax liabilities incurred in connection with the exercise
of such options. At December 31, 1997, the Company's potential liability
relating to such bonuses (based upon the market price of the Class A
Common Stock on such date) was approximately $13.3 million. For more
detail regarding the bonuses, see "Agreements with Executive Officers--
Compensation Agreement with the Chief Executive Officer."
(2) See also note (8) under "Executive Compensation--Summary Compensation
Table."
11
<PAGE>
PENSION PLANS
Under the Company's Supplemental Executive Retirement Plan (the "Plan"),
adopted July 31, 1989, supplemental retirement, death and disability benefits
may be paid to or in respect of certain senior executives employed by the
Company and its affiliated companies, as selected by the Company's Board of
Directors. The Plan contemplates the payment of various percentages of a
participant's Final Average Compensation (as actuarially reduced, in certain
circumstances, and as defined below) in the event that the participant (i)
elects to retire early (after the later of the participant's 55th birthday or
20 years of service with the Company); (ii) retires at age 65 or after; (iii)
suffers a permanent disability which renders the participant incapable of
employment in the same or a similar occupation; or (iv) dies. A participant
may elect a reduction in lifetime benefits in exchange for the continuation of
payments to a surviving spouse. As of the date of this Proxy Statement,
Messrs. Ralph J. Roberts and Brodsky (who are each credited with 30 years of
service, the maximum credited service provided under the Plan) are the only
current employees selected by the Board of Directors to participate in the
Plan.
The following table shows the annual single life annuity retirement benefit
which Messrs. Ralph J. Roberts and Brodsky, respectively, would receive based
on remuneration covered by, and years of service credited under, the Plan if
he had retired on January 1, 1998 at age 65 (or older). The benefits shown
below are subject to reduction for Social Security benefits.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL
AVERAGE YEARS OF SERVICE
COMPENSATION(1) 30 OR MORE(2)
--------------- ----------------
<S> <C>
$300,000 $180,000
400,000 240,000
500,000 300,000
600,000 360,000
700,000 420,000
800,000 480,000
900,000 540,000
</TABLE>
- --------
(1) Final Average Compensation equals one-fifth of the total compensation for
the five years preceding termination of employment. Compensation includes
salary, bonus (including any deferred bonus) and any other supplementary
remuneration, but excludes discretionary payments made to participants to
offset tax liabilities incurred upon the exercise of nonqualified stock
options and split-dollar life insurance bonuses. In the case of Mr. Ralph
J. Roberts, Final Average Compensation may, under some circumstances, be
increased as described in "Agreements with Executive Officers--
Compensation Agreement with the Chief Executive Officer--Election to
Become a Consultant" below.
(2) This column represents the maximum benefits payable under the Plan.
The Company also has an agreement with Mr. Brodsky pursuant to which he is
entitled to a $30,000 payment each year for 15 years commencing upon his
termination of employment at or after attaining age 65, subject to a vesting
schedule. Any benefits received under this agreement reduce the benefits to
which Mr. Brodsky is entitled under the Plan.
EXECUTIVE CASH BONUS PLAN
The Comcast Corporation 1996 Executive Cash Bonus Plan (the "Executive Cash
Bonus Plan") provides for an annual cash bonus to be paid to eligible
employees of the Company ("Participants") selected by the Subcommittee on
Performance--Based Compensation of the Compensation Committee ("Compensation
Subcommittee") with respect to years from 1996 (beginning July 1, 1996)
through 2000
12
<PAGE>
(each a "Plan Year"). The purpose of the Executive Cash Bonus Plan is to
provide performance-based cash bonus compensation in accordance with a formula
that is based on the financial success of the Company as part of an integrated
compensation program. The Executive Cash Bonus Plan is intended to satisfy the
requirements in Section 162(m) of the Internal Revenue Code and regulations
thereunder for "performance based compensation" to employees subject to that
provision, which compensation is deductible by the Company even if total
compensation to an employee receiving it exceeds $1,000,000 in any year.
Eligibility. The Executive Cash Bonus Plan provides that the Participants
shall be Brian L. Roberts, Lawrence S. Smith, John R. Alchin, Stanley L. Wang,
and such other key executives as may be designated by the Compensation
Subcommittee to participate from time to time. Beginning in 1997, the
Compensation Subcommittee has also designated Mr. Julian A. Brodsky to
participate in the Executive Cash Bonus Plan. The Compensation Subcommittee
expects that Participants in the Executive Cash Bonus Plan will be limited to
employees whose compensation is or may be subject to Section 162(m)
(generally, the Company's executive officers).
Bonus Entitlement. The maximum amount of the bonus payable under the
Executive Cash Bonus Plan (the "Target Bonus") with respect to any Plan Year
is (a) one-half of the sum of a Participant's base salary and any guaranteed
bonus awarded by the Compensation Subcommittee to such Participant for such
Plan Year, plus (b) the amount, if any, by which the Participant's bonus under
the Executive Cash Bonus Plan in any prior Plan Year was less than the Target
Bonus for such prior Plan Year(s). In no event, however, can a Participant's
Target Bonus for any Plan Year exceed $1,000,000.
The Executive Cash Bonus Plan requires that at the beginning of each Plan
Year the Compensation Subcommittee establish two goals for the Company's Cash
Flow (as defined in the Plan) for such year, a First Tier Goal and a Second
Tier Goal (which shall be higher than the First Tier Goal). Each Participant
in the Executive Cash Bonus Plan is entitled to a bonus with respect to a Plan
Year which is equal to 66 2/3% of the Participant's Target Bonus if the
Company's Cash Flow for the Plan Year is at least equal to the First Tier
Goal, and 100% of the Target Bonus if the Company's Cash Flow for the Plan
Year is at least equal to the Second Tier Goal. If the level of Cash Flow for
the Plan Year is higher than the First Tier Goal and lower than the Second
Tier Goal, the bonus with respect to such Plan Year shall be such percentage
of the Participant's Target Bonus in excess of 66 2/3% as is determined by
prorating the difference between 66 2/3% and 100%. If the level of Cash Flow
for a Plan Year is below the First Tier Goal established with respect to such
Plan Year, no bonus is payable under the Executive Cash Bonus Plan for that
Plan Year.
Each Participant shall be entitled to receive a bonus in accordance with the
Executive Cash Bonus Plan only after certification by the Committee that the
performance goals have been satisfied. The bonus payment under the Executive
Cash Bonus Plan is be paid to each Participant as soon as practicable
following the close of the applicable Plan Year.
The Compensation Subcommittee has discretion under the Executive Cash Bonus
Plan to reduce or eliminate the bonus otherwise payable to a Participant if it
determines that such a reduction or elimination of the bonus is in the best
interests of the Company.
In the event any payment of a bonus otherwise payable under the Executive
Cash Bonus Plan occurs more than two months after the close of the Plan Year,
the amount of the bonus otherwise payable shall be increased by the amount
such bonus payment would earn if it were invested in an investment bearing a
7% annual rate of return, compounded daily, or such other reasonable rate of
interest as may be determined by the Compensation Subcommittee, during the
period from the close of the Plan Year with respect to which such bonus is
paid and the date the bonus is actually paid.
13
<PAGE>
"Cash Flow" is defined in the Executive Cash Bonus Plan as the operating
income before depreciation and amortization for the Company and those of its
subsidiaries which are included with the Company in its consolidated financial
statements as prepared by the Company in accordance with generally accepted
accounting principles. In the event of a significant acquisition or
disposition of any assets, business division, company or other business
operations of the Company during a Plan Year that is reasonably expected to
have an effect on Cash Flow as otherwise determined under the terms of the
Executive Cash Bonus Plan, the Executive Cash Bonus Plan provides that the
First Tier Goal and the Second Tier Goal shall be adjusted to take into
account the impact of such acquisition or disposition so as to preserve the
relationship between the Cash Flow goals for the Plan Year and the Company's
performance in the prior comparable period, on a pro forma basis giving effect
to the acquisition or disposition, as further adjusted to reflect any aspects
of the transaction that should be taken into account to ensure comparability
between amounts in the prior Plan Year and the current Plan Year.
Administration. The Executive Cash Bonus Plan is administered by the
Compensation Subcommittee.
Amendment and Termination of the Plan. The Executive Cash Bonus Plan may be
terminated or revoked by the Company at any time and amended by the Company
from time to time, provided that neither the termination, revocation or
amendment of the Plan may, without the written approval of the Participant,
reduce the amount of a bonus payment that is due, but has not yet been paid,
and provided further that no changes that would increase the amount of bonuses
determined under provisions of the Executive Cash Bonus Plan shall be
effective without approval by the Compensation Subcommittee and without
disclosure to and approval by the shareholders of the Company in a separate
vote prior to payment of such bonuses. In addition, the Executive Cash Bonus
Plan may be modified or amended by the Compensation Subcommittee, as it deems
appropriate, in order to comply with any rules, regulations or other guidance
promulgated by the Internal Revenue Service with respect to applicable
provisions of the Internal Revenue Code as they relate to the exemption for
"performance-based compensation" under Section 162(m).
AGREEMENTS WITH EXECUTIVE OFFICERS
Compensation Agreement with the Chief Executive Officer
A Compensation and Deferred Compensation Agreement and Stock Appreciation
Bonus Plan with the Chief Executive Officer (the "1993 Compensation
Agreement") was approved by the Company's shareholders at the 1994 annual
meeting. Certain terms of the 1993 Compensation Agreement expired on December
31, 1997, and on December 16, 1997 the Company and the Chief Executive Officer
entered into a new Compensation and Deferred Compensation Agreement (the "1997
Compensation Agreement"), which generally extends the terms of the 1993
Compensation Agreement with certain modifications.
The 1997 Compensation Agreement provides that the Chief Executive Officer
will continue to serve as Chairman of the Board of Directors of the Company
until December 31, 2002, or until such time as he may elect to change his
status to that of a non-executive consultant, and that until he makes such
election he will continue to devote substantially all of his working time to
the Company, on the terms and conditions summarized below. If he elects to
become a non-executive consultant, he shall devote such time as is necessary
to perform the functions reasonably requested by the Company. In addition, for
a period of five years following any termination of the service period of the
1997 Compensation Agreement, the Chief Executive Officer will perform such
reasonable ceremonial functions as the Company may request, and will promote
the interests and goodwill of the Company in such manner as the Company may
reasonably request.
Base Salary. The 1997 Compensation Agreement provides that the Chief
Executive Officer will receive an annual base salary of $1,000,000 beginning
in 1998, as adjusted (but never reduced, except
14
<PAGE>
pursuant to an overall plan to reduce the compensation of all senior executive
officers of the Company) in order to reflect the greater of increases in the
consumer price index subsequent to 1997 and the average percentage increase in
the base compensation of the five employees of the Company (other than the
Chief Executive Officer) with the highest base compensation.
Bonus. The 1997 Compensation Agreement provides that so long as he continues
to serve as an executive of the Company the Chief Executive Officer will be
eligible to receive annual performance-based cash bonuses of up to 50% of his
base salary in accordance with the Company's Executive Cash Bonus Plan, based
on performance targets established by the Compensation Subcommittee.
Split-Dollar Life Insurance. The 1997 Compensation Agreement requires the
Company to continue to provide and to maintain the split-dollar insurance
protection provided to the Chief Executive Officer under the 1993 Compensation
Agreement, and in addition to provide additional survivorship split-dollar
life insurance to the Chief Executive Officer and his spouse. Such split-
dollar insurance protection includes certain split-dollar insurance provided
pursuant to the 1993 Compensation Agreement to replace the potential benefits
represented by the Company's terminated discretionary bonus plan with respect
to the appreciation through March 15, 1994, in the options for Class A Special
Common Stock previously awarded to the Chief Executive Officer, taking into
account the financial position of the Company and the tax deductibility of any
such payments. See "Report of the Compensation Committee and the Subcommittee
on Performance-Based Compensation on Executive Compensation." Under the split-
dollar life insurance arrangements, the Company pays a portion of the annual
premiums for life insurance policies for the Chief Executive Officer, and upon
payment of the policies at the death of the Chief Executive Officer or the
survivor of the Chief Executive Officer and his spouse, the Company recovers
all of the cumulative premiums previously paid by the Company for the whole-
life portion of such policies. The Chief Executive Officer is responsible for
payment of the portion of such annual premiums representing the cost of term
insurance for each year. The Company will also continue to pay the Chief
Executive Officer an annual cash bonus in an amount equal to the portion of
the annual premium for such life insurance that he is required to pay; in
addition, the Company will increase the bonus by an amount sufficient to pay
any income tax or gift tax liability incurred in connection with payment of
the bonus (collectively, the "Split-Dollar Bonus").
Tax Gross Up Bonus and Stock Appreciation Bonus. Under the 1993 Compensation
Agreement, and as continued by the 1997 Compensation Agreement, the Company
will pay mandatory cash bonuses to the Chief Executive Officer to offset
income tax liability on certain of the income recognized upon exercise of his
current nonqualified stock options for Class B Common Stock of the Company, to
the extent such income is recognized due to appreciation in the value of such
stock prior to September 9, 1993, the date of the 1993 Compensation Agreement
(the "Tax Gross Up Bonus"), and a separate stock appreciation bonus
essentially duplicating the Tax Gross Up Bonus for appreciation subsequent to
the date of the 1993 Compensation Agreement, subject to a maximum of 125% of
the appreciation of the Class A Common Stock in excess of $20.583 per share
times the number of options for Class B Common Stock exercised (the "Stock
Appreciation Bonus"). The requirement that the Company pay a Tax Gross Up
Bonus or Stock Appreciation Bonus will apply notwithstanding termination of
the Company's discretionary bonus plan effective December 31, 1993.
Termination. The 1997 Compensation Agreement will terminate upon the Chief
Executive Officer's death, at the Company's option upon his disability, or for
cause (as such terms are defined in the 1997 Compensation Agreement) upon a
vote of not less than two-thirds of the entire membership of the Company's
Board of Directors. If his employment is terminated by reason of his death or
disability, the Company shall continue to pay his annual base salary on a
monthly basis to him or his spouse, during their lifetimes, for a maximum of
five years, and the Split-Dollar Bonus, the Tax Gross Up Bonus, and the Stock
Appreciation Bonus will continue to be payable. In the event of death, all of
15
<PAGE>
his outstanding options will vest fully and remain exercisable for their
remaining terms. If his employment is terminated by the Company in violation
of the 1997 Compensation Agreement, he shall remain entitled to substantially
all of the benefits under the 1997 Compensation Agreement.
Noncompetition and Confidentiality. Under the 1997 Compensation Agreement,
the Chief Executive Officer agrees not to compete with the Company during his
employment and for five years after termination of his employment. The
agreement also requires him to maintain the confidentiality of certain
information of the Company, and not to use such information except for the
benefit of the Company, at all times during his employment and after
termination of his employment. Breach of any of such obligations constitutes
cause for termination of the 1997 Compensation Agreement and terminates the
Company's obligations for payments subsequent to any discharge of the Chief
Executive Officer.
Change of Control Provisions. Prior to any "Change of Control" (as defined
in the 1997 Compensation Agreement), the Company must establish and fund a
grantor trust, the amounts in which will be subject to claims of the Company's
creditors in the case of the Company's bankruptcy, for the purpose of paying
all deferred compensation, nonqualified retirement benefits, and split-dollar
life insurance premiums and bonuses for the Chief Executive Officer then
applicable. Upon the occurrence of a Change of Control, such trust must become
irrevocable, if not already irrevocable, and the Company must continue to make
payments into such trust to maintain sufficient amounts therein to fund all
benefits subject to trust. A "Change of Control" is defined as occurring when
persons other than the Chief Executive Officer and members of his family (or
trusts for their benefit) acquire voting power over more than 50% of the
voting stock of the Company.
Election to Become a Consultant. The Chief Executive Officer may at any
time, upon thirty (30) days notice to the Company, elect to change his
position from that of an executive to that of consultant to the Company. In
such event, he shall continue to receive all of the compensation provided
under the 1997 Compensation Agreement, other than the bonus under the
Executive Cash Bonus Plan. If he elects to become a consultant, the Chief
Executive Officer's entitlement to retirement benefits under the Company's
Supplemental Executive Retirement Plan will be adjusted annually to reflect
150% of his base cash compensation as a consultant, but his benefits under
such plan will not in any event exceed the bonus he could have received had he
continued to work as an executive.
Employment Agreements with Messrs. Smith and Alchin
The Company has entered into employment agreements with two named executive
officers of the Company, Lawrence S. Smith, the Company's Executive Vice
President, and John R. Alchin, the Company's Senior Vice President and
Treasurer. The following is a description of the material terms of such
agreements.
The term of such agreements is from January 1, 1995 through December 31,
2000 (the "Employment Period"). Mr. Smith and Mr. Alchin each agree to work
full time for the Company during the Employment Period.
The agreement with Mr. Smith provided for a base salary of $600,000 in 1995,
and the agreement with Mr. Alchin provided for a base salary of $500,000 in
1995. In each case, for each year in the Employment Period subsequent to 1995
the base salary is increased by the greater of five percent or the percentage
increase during the previous year in the consumer price index.
Pursuant to the agreements, each of the executives is eligible to receive an
annual performance bonus, commencing in 1996, of up to 50% of his base salary
for the applicable year. The amount of the bonus will be determined annually
by the Compensation Subcommittee, based on the performance of
16
<PAGE>
the Company and of the named executive during such year, and is payable in
cash or in shares of Class A Special Common Stock of the Company, at the
discretion of the Compensation Subcommittee. The Executive Cash Bonus Plan is
intended to satisfy Messrs. Smith's and Alchin's bonus rights under their
employment agreements.
Each agreement provides that the named executive's employment may be
terminated without cause by the Company and that he may resign voluntarily. If
the executive's employment is terminated without cause, he is entitled to
receive his then-current base salary and all insurance, medical or other
similar benefits for a period of one year from the date of discharge, subject
to offset by other compensation or benefits earned by the executive during
such period, and he is entitled to receive his bonus for the year of
discharge. If the executive resigns, or is terminated for cause (as defined in
the agreement), he is entitled only to his base salary for days actually
worked and any amounts due to him under the Comcast Corporation Deferred
Compensation Plan.
Under each of the agreements, the named executive agrees not to compete with
the Company during his employment and for one year after termination of his
employment (which period was extended in June 1996 to two years). The
agreements also require each named executive to maintain the confidentiality
of certain information of the Company, and not to use such information except
for the benefit of the Company, at all times during his employment and after
termination of his employment. Breach by the named executive of any of such
obligations constitutes cause for termination of the applicable agreement, and
terminates the Company's obligations for payments subsequent to any discharge
of the named executive.
Each of the agreements provides that it shall continue in effect upon the
merger of the Company into another entity, or in similar events.
17
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total shareholder return on each of the Company's Class A Common Stock and
Class A Special Common Stock during the five years ended December 31, 1997 with
the cumulative total return on the Standard & Poor's 500 Stock Index and with a
selected peer group consisting of the Company and five other companies engaged
in the cable communications industry: Cablevision Systems Corporation (Class
A); Jones Intercable, Inc.; TCA Cable TV, Inc.; Tele-Communications, Inc.
(Class A); and Time Warner, Inc. The comparison assumes $100 was invested on
December 31, 1992 in the Company's Class A Common Stock and Class A Special
Common Stock and in each of the foregoing indices and assumes the reinvestment
of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Comcast Class A................................. 189 120 138 139 253
Comcast Class A Special......................... 200 131 153 151 268
S&P 500......................................... 110 112 153 189 252
Peer Group...................................... 153 115 131 114 206
</TABLE>
18
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE AND THE SUBCOMMITTEE ON PERFORMANCE-BASED
COMPENSATION ON EXECUTIVE COMPENSATION
Compensation Policy. The Compensation Committee (the "Compensation
Committee") is responsible for making recommendations to the Board of
Directors on executive compensation. The Subcommittee on Performance-Based
Compensation (the "Compensation Subcommittee") is responsible for establishing
performance-based criteria and goals for compensation to senior executives and
for administering the Company's 1987 Stock Option Plan, the 1996 Stock Option
Plan, the 1990 Restricted Stock Plan and bonus plans. As used in this Report,
the term "Committee" shall refer to the Compensation Committee and the
Compensation Subcommittee, regardless of whether they acted separately or
together.
The goal of the Committee is to attract and retain highly qualified
executive officers and key employees in an effort to enhance shareholder
value. The Company attempts to realize these goals by providing competitive
compensation and permitting executive officers to take an ownership stake in
the Company commensurate with their relative levels of seniority and
responsibilities. The members of the Compensation Committee and the
Compensation Subcommittee are disinterested non-employee directors and the
members of the Compensation Subcommittee are "outside directors" (as defined
in Section 162(m) of the Internal Revenue Code).
Each year the Committee conducts a general review of the Company's executive
compensation, except for the compensation of the Chief Executive Officer,
which was determined under the 1993 Compensation Agreement and separately
reviewed in connection with execution of the 1997 Compensation Agreement. In
1997, this review included a comprehensive report from an independent
compensation consultant which prepared a competitive analysis/survey of the
Company's executive compensation program in comparison to programs maintained
by approximately 85 media companies, including approximately 20 substantial
competitors in the cable industry employment market. These companies represent
a broad sampling of the Company's most direct competitors for executive talent
and include the principal companies included in the peer group index in the
Stock Performance Graph included elsewhere in this Proxy Statement. In light
of the nature of their responsibilities, particularly the fact that the
executive officers have overall corporate policy making, management and
administrative responsibilities and are not directly responsible for the
operating units of the Company, a key factor in the Committee's assessment of
such officers' compensation is the Company's overall performance.
The principal forms of executive compensation used by the Company in recent
years are base salary, bonuses and stock options, and for certain executives,
split-dollar (whole) life insurance policies. The Company seeks to achieve a
mix of these various forms of compensation which will properly compensate and
motivate its executives on an individual basis commensurate with their
relative levels of seniority and responsibility. The Committee's goal is to
provide the named executive officers with total compensation that, based on
individual and Company performance viewed over an appropriate period of time,
is generally between the 50th and 75th percentile of total compensation for
executives with comparable positions at peer companies, as confirmed by the
independent compensation consultant retained by the Company.
As discussed below, the Committee considers a variety of factors in arriving
at the compensation paid to the Company's executive officers other than the
Chief Executive Officer. No specific weighting was assigned by the Committee
to any of the factors considered in determining the remuneration paid to the
named executive officers for 1997.
Base Salary. The Company's philosophy with respect to setting base salary is
to compensate its executive officers with reasonable current income on a
competitive basis. The base salary of the Chief Executive Officer was
increased by approximately 3.3% in 1997 pursuant to the terms of the 1993
Compensation Agreement. The base salary of Mr. Brian L. Roberts was increased
5% based on the
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recommendation of the Committee's compensation consultants. The base salaries
of Messrs. Smith and Alchin were increased by 5% each in 1997 pursuant to the
terms of their employment agreements with the Company. The base salary of Mr.
Brodsky was increased by 5% in 1997. The Committee did not review any specific
measures of individual or corporate performance in the determination of base
salary of executive officers for 1997.
Bonuses. In August 1996, the Committee adopted the Executive Cash Bonus
Plan, which was approved by the Company's shareholders at the 1997 annual
meeting. Under the Executive Cash Bonus Plan, each executive designated by the
Committee is eligible to earn an annual bonus of up to 50% of his base salary
and guaranteed bonus, based on annual cash flow performance targets
established by the Committee. Based on the Company's cash flow for such
periods, 100% of the target bonuses were earned for 1997 under the Executive
Cash Bonus Plan.
The Executive Cash Bonus Plan was adopted based on the recommendation of the
Company's independent compensation consultant, and to satisfy the terms of the
Company's employment agreements with Messrs. Smith and Alchin. The Committee
selected increases in cash flow as the single most significant measure of
operating performance of the Company and other companies in the Company's
industries.
The bonuses awarded to Messrs. Brian L. Roberts and Smith for 1997 included
annual guaranteed bonuses of $131,250 and $5,250, respectively, in addition to
the bonuses awarded under the Executive Cash Bonus Plan. The remaining bonuses
earned by the named executive officers (other than the Chief Executive Officer
and Mr. Brodsky) in 1997 related to termination of the Company's discretionary
bonus plan, as discussed below.
Equity-Based Incentive Compensation. The Company's equity-based incentive
compensation is in the form of stock option grants. The Committee believes
that reliance upon such incentives is advantageous to the Company because it
fosters a long-term commitment by the recipients to the Company and motivates
these executives to seek to improve the long-term market performance of the
Company's stock. Stock options produce value to executives only if the price
of the Company's stock appreciates, thereby directly linking the interests of
the executives with those of its shareholders.
In 1997, the Compensation Subcommittee awarded stock options to each of the
named executive officers. Such option grants were based on a proportional
relationship to the recipients' cash compensation, taking into account prior
option grants (including the fact that none of the named executive officers
received stock option grants in 1996), and were consistent with options
granted at the same time to other employees of the Company.
In 1997, the Compensation Subcommittee also approved the assignment to Mr.
Brian L. Roberts of certain options held by the Company to purchase 5,000
shares of common stock of QVC, Inc., a 57% owned subsidiary of the Company.
See note (8) to "Executive Compensation--Summary Compensation Table" and note
(4) to "Stock Option Grants in 1997," above. This assignment was made based on
a determination that it was appropriate to provide Mr. Brian L. Roberts
additional equity-based compensation with respect to QVC, Inc., and pursuant
to an overall review of the compensation of Mr. Brian L. Roberts by the
Committee's compensation consultants.
Compensation of Chief Executive Officer. The Company's by-laws do not
provide for a "Chief Executive Officer" of the Company. The Company has
determined that, for 1997, Mr. Ralph J. Roberts, the Chairman of the Company's
Board of Directors, was its chief executive officer for purposes of this Proxy
Statement.
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The Chief Executive Officer's compensation for 1997 was determined under the
terms of the 1993 Compensation Agreement. The Compensation Agreement was
entered into effective September 9, 1993, as amended March 16, 1994, and
approved by the Company's shareholders at the 1994 annual meeting. See
"Agreements with Executive Officers--Compensation Agreement with the Chief
Executive Officer." The levels of compensation provided under the 1993
Compensation Agreement were determined based on a review by the Committee and
the Company's independent compensation consultant of compensation levels of
chief executive officers at other companies in comparable industries and of
certain chief executive officers in other industries who, like Mr. Ralph J.
Roberts, were founders of companies and the persons primarily responsible for
the growth of such companies over a substantial period of time. The Committee
also took into account its assessment of the importance of maintaining the
continued active participation of the Chief Executive Officer in the Company's
affairs over the period covered by the Compensation Agreement, the Company's
growth and overall performance during the ten years prior to 1993, and the
Chief Executive Officer's prior compensation levels during that period. The
Committee did not consider specific performance measures in approving the 1993
Compensation Agreement, except to the extent that the 1993 Compensation
Agreement provided for stock option grants in 1994 that were inherently
related to future appreciation in the Company's Common Stock, and for bonuses
and other compensation which replaced the Company's discretionary bonus plan,
which also related to appreciation in the value of the Company's Common Stock
over the period from 1986 through 1993.
Such compensation consisted of the salary and benefits fixed by the
Compensation Agreement (adjusted, in the case of salary, according to the
cost-of-living formula contained in the 1993 Compensation Agreement), and,
pursuant to the Company's undertaking in the 1993 Compensation Agreement to
replace the potential benefits provided by the Company's terminated
discretionary bonus plan, additional split-dollar life insurance benefits in
an amount fixed in 1994 and generally calculated to produce the same after-tax
cost to the Company as the potential benefits under the terminated
discretionary bonus plan with respect to appreciation in the Chief Executive
Officer's previously awarded nonqualified options prior to March 15, 1994.
When such benefits were awarded in 1994, the Company's compensation consultant
reviewed the calculation of the potential benefits provided by the terminated
discretionary bonus plan and of the expected after-tax cost of the additional
split-dollar life insurance benefits, and advised the Committee that its
actions awarding such benefits were appropriate and reasonable.
In 1997, the Committee also authorized the provision of services to the
Chief Executive Officer relating to his personal tax and estate planning in
connection with the transfer of control of the Company from the Chief
Executive Officer to Mr. Brian L. Roberts, which occurred in October 1997. The
Committee determined that an orderly transition of control of the Company was
in the best interest of the Company.
Effect of Internal Revenue Code Section 162(m). Effective January 1, 1994,
Section 162(m) of the Internal Revenue Code provides that certain compensation
in excess of $1.0 million paid to the Chief Executive Officer and the four
most highly compensated executive officers of a public company (determined as
of the last day of the company's tax year) will not be deductible for federal
income tax purposes.
The Committee engages in an ongoing review of the Company's compensation
practices for purposes of obtaining the maximum continued deductibility of
compensation paid by the Company consistent with its existing commitments and
ongoing competitive needs. Certain forms of compensation are not included in
determining whether the $1.0 million limit under Section 162(m) has been
exceeded, such as certain "performance-based" compensation adopted by a
committee of at least two outside directors and approved by shareholders,
compensation paid under binding written contracts (including nonqualified
stock options) in effect prior to the proposal of the new provision, and
compensation paid pursuant to certain plans approved by shareholders prior to
enactment of the new
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provision. These forms of compensation continue to be deductible without
regard to Section 162(m). In general, compensation pursuant to nonqualified
options granted to date under the Company's 1987 Stock Option Plan and 1996
Stock Option Plan will continue to be deductible for federal income tax
purposes when the options are exercised.
Certain compensation was awarded during 1997 after consideration of the
termination of a plan (approved by the Company's shareholders at the 1986
annual meeting) under which the Board of Directors had discretion to award
cash bonuses to employees or directors exercising nonqualified options to
reimburse such persons for the income taxes payable by them upon exercise of
the options and receipt of the bonus. The Committee determined that the
discretionary bonus plan did not come within any of the exceptions to Section
162(m), and that if bonuses were to be awarded under such plan in 1994 or
thereafter, they might not be deductible. In addition, in light of the
appreciation in the Company's Common Stock over the period 1987-1993, the
Board determined that continuation of the discretionary bonus plan could
impose significant cash burdens on the Company in future years. Accordingly,
the Board of Directors terminated the discretionary bonus plan as of December
31, 1993.
As part of the Committee's ongoing effort to replace the potential benefits
provided by the Company's terminated discretionary bonus plan, the Committee
awarded lump-sum bonuses, or, in the case of the Chief Executive Officer,
split-dollar life insurance benefits, in an amount generally calculated
(together with similar compensation awarded in 1994 through 1996) to produce
the same after-tax cost to the Company as the potential benefits under the
terminated discretionary bonus plan with respect to appreciation in previously
awarded nonqualified options prior to March 15, 1994. The Company's
compensation consultant advised the Committee that its actions terminating the
discretionary bonus plan and awarding the compensation described above were
appropriate and reasonable. The Committee expects to continue to maintain the
split-dollar life insurance arrangements put in place for the Chief Executive
Officer and Mr. Brodsky, and to continue paying cash bonuses for this purpose
(in addition to the bonuses awarded under the Executive Cash Bonus Plan) to
the other named executive officers in approximately the same amounts paid in
1994-1997.
The Committee adopted the Executive Cash Bonus Plan to conform to the
requirements of Section 162(m) for deductibility of the bonus payments awarded
under such plan. See "Executive Cash Bonus Plan."
With respect to the 1993 and 1997 Compensation Agreements, a portion of the
compensation paid to the Chief Executive Officer will not or may not be
deductible under Section 162(m) to the extent it is paid during the course of
his employment as an executive officer of the Company. The amount of
compensation paid to the Chief Executive Officer in 1997 that is expected to
be nondeductible to the Company is approximately $329,000. In addition, the
1993 and 1997 Compensation Agreements provide for payment of a mandatory Tax
Gross Up Bonus upon exercise of any of the Chief Executive Officer's options
to acquire Class B Common Stock of the Company, which, if paid during the
course of his employment as one of the five most highly paid executive
officers of the Company, would not be deductible under Section 162(m). See
"Agreements with Executive Officers--Compensation Agreement with the Chief
Executive Officer."
The Committee determined that the Company should provide the above-described
compensation regardless of its nondeductibility or potential nondeductibility,
based on, among other things, (1) its determination of a fair and competitive
compensation level for the Chief Executive Officer taking into account his
unique and invaluable contributions to the Company over the course of the
Company's history, (2) the benefits to the Company if the Chief Executive
Officer's incentive to retain Class B Common Stock obtained upon exercise of
options is maximized, (3) the relatively minimal effect on the Company of
forgoing deductibility of the specific annual compensation (other than the Tax
Gross Up Bonus) in excess of $1.0 million, and (4) the possibility that the
Tax Gross Up Bonus would not be required to be paid at a time when payment
would be nondeductible. In addition, the Committee
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believes that the Company's former discretionary bonus plan which was
terminated effective December 31, 1993 (and pursuant to which bonuses had
generally been granted in an amount sufficient to reimburse persons exercising
nonqualified stock options for tax liabilities incurred in connection with the
exercise of such options and receipt of the bonus), despite technically
failing to come within any of the exceptions to Section 162(m)'s
nondeductibility rule, represented an appropriate potential benefit to him
based on appreciation in the Company's Common Stock subsequent to the dates on
which the Chief Executive Officer was awarded nonqualified options. In
entering into the 1993 Compensation Agreement (and as continued by the 1997
Compensation Agreement), it determined not to deprive him of the opportunity
to receive such compensation in connection with exercise of his options to
purchase Class B Common Stock solely because of the possibility that all or a
portion of such benefit would not be deductible for federal income tax
purposes.
MEMBERS OF THE COMPENSATION COMMITTEE
Gustave G. Amsterdam (Chairman)*
Sheldon M. Bonovitz
Joseph L. Castle*
* Members of the Subcommittee
COMPENSATION OF DIRECTORS
Each member of the Board of Directors who is not an employee of the Company
(a "non-employee director") receives an annual fee of $20,000, plus $1,500 for
each meeting of the Board of Directors attended and $750 for each meeting of
any committee of the Board of Directors attended which is not held in
conjunction with a meeting of the Board of Directors. In addition, any outside
director who serves as the chairperson of a committee of the Board of
Directors receives an annual fee of $1,000. Each director is also reimbursed
for incidental travel expenses for meetings attended. Mr. Amsterdam also
receives $750 as compensation for each meeting attended as the designee of the
Board of Directors on a committee of the Company's management.
The Company's 1996 Stock Option Plan provides that each non-employee
director will be granted annually, on each February 1, an option to purchase
5,400 shares of Class A Special Common Stock (except that the first such grant
to a new non-employee director will be an option to purchase 9,000 shares) at
an exercise price per share equal to the fair market value of a share of Class
A Special Common Stock on the date of grant. Each such option becomes fully
exercisable six months after the date of grant and generally expires five
years from the date of grant.
In 1997, the Company paid amounts to settle claims by the City of
Philadelphia that it had not withheld the proper amount of Philadelphia Wage
Tax on compensation to certain directors, and it did not request reimbursement
of such amounts from the directors. The amounts involved were as follows:
Messrs. Aaron, $1,554; Amsterdam, $90; and Castle, $2,611; and Ms. Wexler,
$4,097.
CERTAIN RELATED PARTY TRANSACTIONS
Mr. Daniel Aaron, a director of the Company and its former Vice Chairman of
the Board of Directors, serves as a consultant to the Company on an as needed
basis. Pursuant to this arrangement, Mr. Aaron earned $86,250 during 1997.
During 1997, Mr. Aaron also earned the following amounts related to his prior
service as a full-time executive officer of the Company: $50,399 under the
Company's Supplemental Executive Retirement Plan, $30,000 under the Company's
Executive Deferred Compensation Plan, and bonuses aggregating $34,151 under a
split-dollar life insurance arrangement pursuant to which, in 1994, Mr. Aaron
had exchanged certain of his rights to receive deferred compensation for life
insurance benefits with an equivalent after-tax cost to the Company on a
present value basis.
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Mr. Sheldon M. Bonovitz, a director of the Company, is a partner in the law
firm of Duane, Morris & Heckscher, which provides services to the Company from
time to time.
Ms. Anne Wexler, a director of the Company, is Chairman of the Wexler Group,
a consulting firm specializing in government relations and public affairs,
which is an operating unit of Hill and Knowlton Public Affairs Worldwide. Hill
and Knowlton Public Affairs Worldwide provides services to the Company and
received payments for such services from the Company of approximately $260,000
in 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Sheldon M. Bonovitz, a member of the Compensation Committee, is a
partner in the law firm of Duane, Morris & Heckscher, which provides services
to the Company from time to time.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the meeting, the shareholders will elect ten directors to hold office for
the ensuing year and until their respective successors have been duly elected
and qualified. Should any one or more of these nominees become unavailable to
accept nomination or election as a director, the persons named in the enclosed
proxy will vote the shares which they represent for the election of such other
persons as the Board of Directors may recommend, unless the Board of Directors
reduces the number of directors. Each of the nominees currently is serving as
a director of the Company.
The following sets forth certain information about each nominee:
Ralph J. Roberts, 78, has served as a director and Chairman of the Board of
Directors of the Company for more than five years. He is the President and a
director of Sural. Mr. Roberts devotes the major portion of his time to the
business and affairs of the Company. He is the father of Mr. Brian L. Roberts.
Mr. Roberts is also a director of Comcast Cable Communications, Inc., Comcast
Cellular Corporation and Comcast UK Cable Partners Limited.
Julian A. Brodsky, 64, has served as a director and Vice Chairman of the
Board of Directors of the Company for more than five years. He serves as
Treasurer and a director of Sural. Mr. Brodsky devotes the major portion of
his time to the business and affairs of the Company. He is also a director of
Comcast Cable Communications, Inc., Comcast Cellular Corporation, Comcast UK
Cable Partners Limited and RBB Fund, Inc.
Brian L. Roberts, 38, has served as President of the Company and a director
for more than five years. Mr. Roberts serves as Vice President and a director
of Sural. Mr. Roberts devotes the major portion of his time to the business
and affairs of the Company. He is a son of Mr. Ralph J. Roberts. Mr. Roberts
is also a director of Comcast Cable Communications, Inc., Comcast Cellular
Corporation Comcast UK Cable Partners Limited and At Home Corporation.
Daniel Aaron, 72, has served as a director of the Company for more than five
years. He served as Vice Chairman of the Board of Directors of the Company for
more than five years until his retirement in February 1991. He continues to
serve as a consultant to the Company.
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Gustave G. Amsterdam, 89, has been a director of the Company for more than
five years. Mr. Amsterdam was, for more than five years before his retirement,
Chairman of the Board of Bankers Securities Corporation, a mercantile, real
estate management and operating company.
Sheldon M. Bonovitz, 61, has been a director of the Company for more than
five years. Mr. Bonovitz has been a partner specializing in tax matters with
the law firm of Duane, Morris & Heckscher for more than five years. Mr.
Bonovitz is a nephew by marriage of Mr. Ralph J. Roberts and a cousin by
marriage of Mr. Brian L. Roberts. Mr. Bonovitz is also a director of Surgical
Laser Technologies, Inc., and MEDIQ, Incorporated.
Joseph L. Castle, II, 65, has been a director of the Company for more than
five years. Mr. Castle has been, for more than five years, a financial
consultant and is the Chairman and Chief Executive Officer and a director of
Castle Energy Corporation, an independent oil and gas exploration and
production company. Mr. Castle is also a director of Charming Shoppes, Inc.,
and Mark Centers Trust.
Bernard C. Watson, 70, has been a director of the Company for more than five
years. Prior to his retirement in 1997, Dr. Watson was Chairman of the Board
of Directors of Health Management Alternatives Foundation from 1993 through
1997, Until 1993, he has been President and Chief Executive Officer of the
William Penn Foundation for more than five years.
Irving A. Wechsler, 77, has been a director of the Company for more than
five years. Mr. Wechsler is of counsel in the firm of Wechsler, Wolsh and
Associates, Certified Public Accountants, in Pittsburgh, Pennsylvania. Prior
to becoming of counsel, Mr. Wechsler was a partner in such firm for more than
five years.
Anne Wexler, 68, has been a director of the Company for more than five years
and has been for more than five years Chairman of the Wexler Group, a
consulting firm specializing in government relations and public affairs, which
is an operating unit of Hill and Knowlton Public Affairs Worldwide. Ms. Wexler
is also a director of Alumax, Inc., The Dreyfus Corporation Index Funds, The
Dreyfus Corporation Mutual Funds, New England Electric System, Nova
Corporation, and Wilshire Target Funds, Inc.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has an Executive Committee, an Audit Committee, a
Compensation Committee and a Nominating Committee. The Compensation Committee
has a Subcommittee on Performance-Based Compensation.
Messrs. Ralph J. Roberts (Chairman), Amsterdam and Bonovitz serve as members
of the Executive Committee, which held five meetings during 1997. The
Committee acts for the directors in the intervals between meetings of the
Board.
Messrs. Amsterdam, Bonovitz, Castle, Watson and Wechsler (Chairman) serve as
members of the Audit Committee, which held three meetings during 1997. The
Committee meets with the Company's independent public accountants, counsel,
internal audit department and management to discuss the scope and results of
the annual audit, internal accounting procedures and certain other questions
of accounting policy.
Messrs. Amsterdam (Chairman), Bonovitz and Castle serve as members of the
Compensation Committee, which held seven meetings during 1997. The Committee
considers and determines all compensation matters relating to the Company's
executive officers (other than matters which are handled by the Subcommittee
as described below). Messrs. Amsterdam and Castle serve as members of the
Subcommittee on Performance-Based Compensation, which held one additional
meeting during 1997. The Compensation Subcommittee's functions include
administrating the Company's stock option, restricted stock and bonus plans
and establishing performance-based criteria and goals for compensation to
senior executive officers.
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Messrs. Aaron, Castle and Watson and Ms. Wexler (Chairperson) serve as
members of the Nominating Committee, which held one meeting during 1997. The
Committee reviews the size and composition of the Board of Directors and is
responsible for recommending nominees to serve on the Board of Directors. In
carrying out its responsibilities, the Nominating Committee will consider
candidates recommended by other directors, employees and shareholders. Written
suggestions for candidates to serve as directors if nominated and elected
should be sent to the President of the Company at Comcast Corporation, 1500
Market Street, Philadelphia, Pennsylvania 19102-2148. The Company's by-laws
require that written notice of the intent to make a nomination at a meeting of
shareholders must be received by the President of the Company (a) with respect
to an election to be held at an annual meeting, not less than 90 days in
advance of the date which is the one year anniversary of the prior year's
annual meeting of shareholders, and (b) with respect to an election to be held
at a special meeting, the close of business on the seventh day following the
day on which notice of a special meeting of shareholders for the election of
directors is given to shareholders. The notice must contain: (a) the name and
address of the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the shareholder
is a holder of record of the Company's stock entitled to vote at the meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (d) such
other information regarding each nominee proposed by such shareholder as would
have been required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had each nominee been
nominated, or intended to be nominated, by the Board of Directors; and (e) the
consent of each nominee to serve as a director of the Company if so elected.
The Board of Directors held ten meetings in 1997. No member of the Board of
Directors attended fewer than 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by
all committees of the Board of Directors on which such director served.
PROPOSAL TWO
TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to approval by the shareholders, the Board of Directors, upon the
recommendation of the Audit Committee, has appointed the firm of Deloitte &
Touche LLP, which served as the Company's independent auditors for the last
fiscal year, to serve as the Company's independent auditors with respect to
the consolidated financial statements of the Company and its subsidiaries for
the current fiscal year.
A representative of Deloitte & Touche LLP is expected to be present at the
meeting and will have the opportunity to make a statement if he or she desires
to do so. The representative is also expected to be available to respond to
appropriate questions of shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
APPROVAL OF THE ABOVE PROPOSAL.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders in 1999 must be received by January 15, 1999 in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. Shareholder proposals should be directed to
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Stanley L. Wang, Senior Vice President and Secretary, at the address of the
Company set forth on the first page of this Proxy Statement. Notwithstanding
the foregoing, shareholders with suggestions on the nomination of directors
must comply with the procedures set forth under the caption "Committees and
Meetings of the Board of Directors."
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board of
Directors of the Company. The expenses of solicitation of proxies for the
meeting will be paid by the Company. In addition to the mailing of the proxy
material, such solicitation may be made in person or by telephone or telegraph
by directors, officers or regular employees of the Company or its
subsidiaries.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
ITS MOST RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO
"INVESTOR RELATIONS" AT THE ADDRESS OF THE COMPANY SET FORTH ON THE FIRST PAGE
OF THIS PROXY STATEMENT.
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[FORM OF PROXY -- CLASS A]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF COMCAST CORPORATION
The undersigned, a holder of Class A Common Stock of COMCAST CORPORATION,
hereby constitutes and appoints RALPH J. ROBERTS and STANLEY L. WANG, and each
of them acting individually, as the attorney and proxy of the undersigned, with
full power of substitution, for and in the name and stead of the undersigned, to
attend the Annual Meeting of Shareholders of the Company to be held on
Wednesday, June 17, 1998 at 9:00 a.m., at the offices of the Company, 1500
Market Street, 33rd Floor, Philadelphia, Pennsylvania, and any adjournment or
postponement thereof, and thereat to vote all shares of CLASS A COMMON STOCK
which the undersigned would be entitled to vote if personally present, as
follows:
1. [ ] FOR all ten nominees for director listed below.
[ ] WITHHOLD AUTHORITY to vote for all ten nominees for director
listed below.
[ ] Exception(s); FOR all ten nominees for director listed below,
EXCEPT WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S) WHOSE NAME(S) IS
(ARE) LINED THROUGH. Nominees: Ralph J. Roberts, Julian A. Brodsky, Brian L.
Roberts, Daniel Aaron, Gustave G. Amsterdam, Sheldon M. Bonovitz, Joseph L.
Castle, II, Bernard C. Watson, Irving A. Wechsler, and Anne Wexler.
2. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To vote on such other business which may properly come before the
meeting.
Unless otherwise specified, the shares will be voted "FOR" the election of
all ten nominees for director and "FOR" the other proposals set forth on the
reverse side. This Proxy also delegates discretionary authority to vote with
respect to any other business which may properly come before the meeting and any
adjournment or postponement thereof.
(Please sign and date on reverse side)
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THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING, PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K OF COMCAST CORPORATION.
Date: _______________, 1998
_________________________
Signature of Shareholder
_________________________
Signature of Shareholder
NOTE: Please sign this Proxy exactly as name(s) appear(s) in address. When
signing as attorney-in-fact, executor, administrator, trustee or
guardian, please add your title as such, and if signer is a corporation,
please sign with full corporate name by duly authorized officer or
officers and affix the corporate seal. When stock is issued in the name
of two or more persons, all such persons should sign.
PLEASE SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
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