Comcast shareholders approve acquisition of Time Warner Cable

Comcast Corp. shareholders approved on Wednesday the all-stock, $45.2 billion proposed acquisition of beleaguered Time Warner Cable Inc., with 99.6 percent of the votes cast saying the takeover should go through.

Based on the deal, Time Warner Cable shareholders would receive 2.875 Comcast shares for each Time Warner Cable share. For example, a Time Warner Cable shareholder with 100 shares would receive 287 Comcast shares.

Time Warner Cable shareholders will vote on the plan to merge the nation's largest and second-largest cable companies Thursday morning in New York City. The Time Warner Cable vote includes provisions for $136.5 million in golden parachutes for four Time Warner Cable executives.

Among them is Robert Marcus, who was promoted to chief executive officer on Jan. 1 and agreed to sell the company to Comcast six weeks later. He would be paid $81.8 million if the deal closes, according to Securities and Exchange Commission regulatory filings.

Arthur Minson joined Time Warner Cable as chief financial officer in May 2013 and would be paid $26.2 million if the deal is completed.

In the 25-minute meeting at the Kimmel Center, Comcast chief executive Brian L. Roberts said he was "very excited" about acquiring Time Warner Cable. He again said that the two companies do not compete with each other and that the deal would not eliminate any consumer choice.

Roberts said the acquisition would enable Comcast to expand to New York and Los Angeles, the nation's two biggest TV markets.

The deal is under a protracted review for anticompetitive concerns and public interest benefits by the Federal Communications Commission and the Justice Department.

Comcast believes the review will conclude in early 2015.

Five people spoke at a sparsely attended special shareholder meeting - three against the deal and two for it.

Ted Tapper of Lower Merion said Comcast has so much power that it can "dictate who the announcers are for the Phillies." He added, "Comcast should walk away from this ill-advised deal."

A woman who declined to give her name said she wished that Comcast would solve its customer-service woes before it got larger.

Josh Reisman, a Comcast shareholder from Cherry Hill, said, "I'm in favor of this. For those who are longtime holders, why would we not want to be the largest company?"