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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of
the
Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): February 13,
2009
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Comcast
Corporation
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(Exact
Name of Registrant
as
Specified in Charter)
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Pennsylvania
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(State
or Other Jurisdiction of Incorporation)
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001-32871
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27-0000798
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
Comcast Center
Philadelphia,
PA
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19103-2838
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (215) 286-1700
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 13, 2009, Mr. Brian L. Roberts, the Chairman and Chief Executive
Officer of Comcast Corporation (the “Company”), entered into documentation
(including an amendment to his employment agreement) pursuant to which
(i) the term of his employment agreement (which would have otherwise
expired on June 30, 2009) was extended to June 30, 2010; (ii) Mr. Roberts
agreed that he will receive no increase to his base salary in 2009;
(iii) Mr. Roberts elected to relinquish his right to base salary and annual
cash bonus continuation for up to five years following his death; and
(iv) Mr. Roberts elected to relinquish his right to reimbursement and
tax-related payments from the Company in connection with the premiums for his
term life and split-dollar life insurance polices.
In
addition, Messrs. Michael J. Angelakis (the Company’s Executive Vice President
and Chief Financial Officer), Stephen B. Burke (the Company’s Executive Vice
President, Chief Operating Officer and President of the Company’s Cable
Division) and David L. Cohen (the Company’s Executive Vice President) has each
agreed not to receive any increase in his base salary in 2009.
Item 9.01(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Amendment
to Employment Agreement with Brian L. Roberts entered into on February 13,
2009.
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99.2
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Notice
of Rights Waiver entered into on February 13, 2009.
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99.3
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Notice
of Termination entered into on February 13,
2009.
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SIGNATURES
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 hereunto
duly authorized.
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COMCAST
CORPORATION
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Date:
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February
13, 2009
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By:
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/s/
Arthur R. Block
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Name:
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Arthur
R. Block
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Title:
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Senior
Vice President, General Counsel and Secretary
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Exhibit
99.1
AMENDMENT
TO EMPLOYMENT AGREEMENT
This
AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of the 13th day of
February, 2009, is between COMCAST CORPORATION, a Pennsylvania corporation
(together with its subsidiaries, the “Company”) and BRIAN L. ROBERTS
(“Employee”).
BACKGROUND
WHEREAS,
the parties entered into an Employment Agreement dated as of January 1, 2005
(the “Agreement”) that sets forth the terms and conditions of Employee’s
employment with the Company, and
WHEREAS,
the parties desire to amend the Agreement on the terms and conditions contained
herein.
NOW,
THEREFORE, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. Subparagraph
2(ii) of the Agreement is hereby deleted and replaced in its entirely by the
following: “(ii) June 30, 2010.”
2. The
following sentence is hereby added at the end of subparagraph 3(a) of the
Agreement: “Notwithstanding the foregoing, the parties agree that
Employee shall receive no increase in Base Salary during 2009 nor in 2010 prior
to March 1.”
3. Subparagraphs
13(a)(i) and (b)(ii)(I) are hereby deleted.
4. Except
as modified hereby, the Agreement shall continue unmodified and in full force
and effect.
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Second
Amendment as of the date first-above written.
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COMCAST
CORPORATION
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By:
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/s/ Arthur R. Block
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EMPLOYEE:
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/s/
Brian L. Roberts
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Brian
L. Roberts
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Exhibit
99.2
Notice of Rights
Waiver
This is
my written notice of my voluntary waiver of my rights to bonus payments under
Section 4.3 of the Comcast Corporation (the “Company”) 1992 Executive Split
Dollar Life Insurance Plan, effective as of January 1, 2009. This
waiver does not affect: (i) my rights and obligations under the
Split-Dollar Life Insurance Agreement dated as of October 9, 1992, as amended
(the “Agreement”), among myself, the Company and Sheldon M. Bonovitz, Trustee
U/D/T of Brian L. Roberts, dated October 5, 1992 (the “Trust”); (ii) the
related Collateral Assignment, as amended (the “Assignment”), by the Trust,
dated as of February 10, 1993; or (iii) the continued effectiveness of the
life insurance policy referred to in such Agreement and the
Assignment.
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/s/ Brian L. Roberts
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Brian
L. Roberts
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Date:
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February 13, 2009
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Exhibit
99.3
Notice of
Termination
This is
my written notice of termination of: (i) the Term Life Insurance Premium
and Tax Bonus Agreement dated as of September 23, 1998 (as amended by Amendment
to Term Life Insurance Premium and Tax Bonus Agreement dated as of May 22,
2006); and (ii) Life Insurance Premium and Tax Bonus Agreement dated as of
May 22, 2006 (as amended by Amendment to Life Insurance Premium and Tax Bonus
Agreement dated as of September 15, 2006); in each case effective as of January
1, 2009.
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/s/ Brian L. Roberts
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Brian
L. Roberts
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Date:
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February 13, 2009
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