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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2004
COMCAST CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-50093 27-0000798
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(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
1500 Market Street, Philadelphia, PA 19102-2148
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 665-1700
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Item 5. Other Events.
On May 13, 2004, Brian L. Roberts, President and Chief Executive Officer of
Comcast Corporation, sent a letter to Institutional Shareholder Services
stating his intention to abstain from participation in the Governance and
Directors Nominating Committee of the Board of Directors. A copy of the
letter is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 7(c). Exhibits
Exhibit 99.1 Brian L. Roberts letter to Institutional Shareholder Services.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: May 13, 2004 COMCAST CORPORATION
By: /s/ Arthur R. Block
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Arthur R. Block
Senior Vice President,
Secretary and General Counsel
May 12, 2004
Martha L. Carter, Ph.D.
Senior Vice President and Director, U.S. Research
Institutional Shareholder Services
2099 Gaither Road
Suite 501
Rockville, MD 20850
Re: Governance and Directors Nominating Committee
Dear Ms. Carter:
I am writing in response to the inquiry from ISS regarding my continued
service on Comcast's Governance and Directors Nominating Committee (the
"Committee"), pending approval by shareholders of a charter amendment that would
both permit me to resign my position on that Committee and, in fact, prohibit my
service on the Committee in the future (as well as making certain other
favorable changes from the perspective of corporate governance).
As you are aware, as currently written, Comcast's charter requires my
service on the Committee so long as I am either Chairman or CEO. As a result, we
have been advised by legal counsel that it would be a violation of our corporate
charter for me to resign pending shareholder approval of this charter amendment.
In the interim, in the event that any actions by the Committee are required,
this will confirm my intention to abstain from any participation in the
activities of the Committee. In addition, in the unlikely event that the charter
amendment does not pass at this year's Annual Meeting, this will confirm my
intention to recuse myself from any participation in the activities of the
Committee in the future as well.
Please do not hesitate to let me know if you have any further questions
or concerns.
Sincerely,
Brian L. Roberts
President and CEO