Current Report Filing (8-k)
May 24 2016 - 5:06PM
Edgar (US Regulatory)
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
Date of report (Date of earliest event reported): May
19, 2016
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Comcast Corporation
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(Exact Name of Registrant
as Specified in its 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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(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At our annual meeting of shareholders held on May 19, 2016
(the “annual meeting”), our shareholders approved amendments to (i) our 2002 Restricted Stock Plan, as amended and
restated (the “Restricted Stock Plan”), (ii) our 2003 Stock Option Plan, as amended and restated (the “Stock
Option Plan”), (iii) the Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated (the “Comcast
Employee Stock Purchase Plan”), and (iv) the Comcast-NBCUniversal 2011 Employee Stock Purchase Plan, as amended and restated
(the “NBCUniversal Employee Stock Purchase Plan,” and collectively, the “Plans”) as follows:
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Shareholders approved amendments to the Restricted Stock Plan to increase the number of shares
available for issuance by 37,500,000 from 96,500,000 to 134,000,000 and to extend its expiration date from May 11, 2021 to
May 19, 2026. Shareholders also approved the range of performance targets that the Compensation Committee of our Board of
Directors may use in connection with the grant of awards under the Restricted Stock Plan. By obtaining this approval, any shares
delivered pursuant to awards that are tied to objective, quantitative performance targets will be eligible to be treated as “qualified
performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code.
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·
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Shareholders approved amendments to the Stock Option Plan to increase the number of shares available
for issuance by 99,000,000 from 245,000,000 to 344,000,000 and to extend its expiration date from May 11, 2021 to May 19,
2026.
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·
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Shareholders approved amendments to the Comcast Employee Stock Purchase Plan to increase the
number of shares available for issuance from 35,500,000 to 50,500,000 and approved the Comcast Employee Stock Purchase Plan in
its entirety in order to satisfy certain requirements under the Internal Revenue Code so that certain tax benefits will be available
to our employees.
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·
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Shareholders approved amendments to the NBCUniversal Employee Stock Purchase Plan to increase
the number of shares available for issuance from 4,600,000 to 12,100,000.
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The amendments to the Plans had previously been approved on
February 22, 2016 by the Compensation Committee of our Board of Directors, subject to shareholder approval.
The above description of the Plans are qualified in their entirety
by reference to the full text of the Restricted Stock Plan, the Stock Option Plan, the Comcast Employee Stock Purchase Plan and
the NBCUniversal Employee Stock Purchase Plan, which were filed as Appendix A, Appendix B, Appendix C and Appendix D, respectively,
to our definitive proxy statement, dated April 8, 2016 (the “proxy statement”), and are incorporated herein by reference.
Item 5.07. Submission of Matters
to a Vote of Security Holders.
At the annual meeting, our shareholders
approved, or did not approve, the following proposals. The number of votes cast for and against (or withheld) and the number of
abstentions and broker non-votes with respect to each such proposal are set forth below.
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(1)
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All of the director nominees named in the proxy statement were elected to serve as directors for
one-year terms.
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Director
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For
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Withheld
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Broker Non-Votes
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Kenneth J. Bacon
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361,818,329
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5,149,206
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21,148,493
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Madeline S. Bell
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366,010,378
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957,157
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21,148,493
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Sheldon M. Bonovitz
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363,428,030
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3,539,505
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21,148,493
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Edward D. Breen
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288,347,972
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78,619,563
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21,148,493
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Joseph J. Collins
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289,104,158
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77,863,377
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21,148,493
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Gerald L. Hassell
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289,362,474
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77,605,061
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21,148,493
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Jeffrey A. Honickman
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364,799,292
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2,168,243
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21,148,493
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Eduardo G. Mestre
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365,386,904
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1,580,631
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21,148,493
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Brian L. Roberts
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359,213,374
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7,754,161
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21,148,493
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Johnathan A. Rodgers
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364,946,573
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2,020,962
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21,148,493
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Dr. Judith Rodin
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282,060,735
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84,906,800
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21,148,493
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(2)
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The appointment of Deloitte & Touche LLP as our independent auditors for the 2016 fiscal year, as described in the
proxy statement, was ratified.
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For
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Against
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Abstain
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Broker Non-Votes
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384,665,478
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2,902,801
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547,749
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N/A
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(3)
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The Restricted Stock
Plan, as described in the proxy statement, was approved.
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For
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Against
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Abstain
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Broker
Non-Votes
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352,906,642
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13,342,770
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718,120
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21,148,496
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(4)
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The Stock Option
Plan, as described in the proxy statement, was approved.
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For
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Against
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Abstain
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Broker
Non-Votes
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347,061,741
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19,166,397
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739,394
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21,148,496
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(5)
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The Comcast Employee
Stock Purchase Plan, as described in the proxy statement, was approved.
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For
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Against
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Abstain
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Broker
Non-Votes
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362,576,437
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4,057,040
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334,055
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21,148,496
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(6)
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The NBCUniversal
Employee Stock Purchase Plan, as described in the proxy statement, was approved.
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For
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Against
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Abstain
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Broker
Non-Votes
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362,562,940
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4,057,744
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346,847
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21,148,497
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(7)
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A shareholder proposal
to prepare an annual report on lobbying activities, as described in the proxy statement, was not approved.
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For
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Against
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Abstain
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Broker
Non-Votes
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58,257,934
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289,666,817
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19,042,781
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21,148,496
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(8)
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A shareholder proposal
to prohibit accelerated vesting upon a change in control, as described in the proxy statement, was not approved.
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For
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Against
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Abstain
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Broker
Non-Votes
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99,045,847
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267,319,444
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602,240
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21,148,497
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(9)
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A shareholder proposal
to require an independent board chair, as described in the proxy statement, was not approved.
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For
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Against
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Abstain
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Broker
Non-Votes
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85,203,294
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281,317,457
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446,780
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21,148,497
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(10)
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A shareholder proposal
to stop 100-1 voting power, as described in the proxy statement, was not approved.
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For
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Against
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Abstain
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Broker
Non-Votes
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140,611,248
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225,083,842
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1,272,441
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21,148,497
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Item 9.01(d). Exhibits.
Exhibit Number
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Description
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99.1
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Comcast Corporation 2002 Restricted Plan, as amended and restated effective February 22,
2016 (incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2016)
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99.2
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Comcast Corporation 2003 Stock Option Plan, as amended and restated effective February 22,
2016 (incorporated by reference to Appendix B to our Definitive Proxy Statement on Schedule 14A filed on April 8, 2016)
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99.3
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Comcast Corporation 2002 Employee Stock Purchase Plan, as amended and restated effective
February 22, 2016 (incorporated by reference to Appendix C to our Definitive Proxy Statement on Schedule 14A filed on
April 8, 2016)
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99.4
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Comcast-NBCUniversal Employee Stock Purchase Plan, as amended and restated effective February 22,
2016 (incorporated by reference to Appendix D to our Definitive Proxy Statement on Schedule 14A filed on April
8, 2016)
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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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May 24, 2016
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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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Executive Vice President, General Counsel and Secretary
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