Comcast - DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by a party other than the Registrant

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Comcast Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2025 Annual Meeting of Shareholders and Proxy Statement

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2024 Company Highlights

	Strong Execution on Key Strategic Priorities
		Consolidated Financial Results	Grew Revenue 1.8% to $123.7 billion Returned $13.5 billion to shareholders through a combination of $4.8 billion in dividend payments and $8.6 billion in share repurchases, reducing shares outstanding by 5% In January 2025, increased dividend by $0.08, or 6.5% year-over-year, to $1.32 per share on an annualized basis for 2025, the 17th consecutive annual increase
		Connectivity & Platforms	51.6 million customer relationships at year end, contributing more than $50 per month on average in Adjusted EBITDA per customer relationship Largest broadband provider in the U.S. and second-largest provider in the U.K. Increased homes and businesses passed by 1.2 million to 63.7 million, providing communities around the U.S. with additional access to broadband Continued to progress our broadband network upgrade that will ultimately offer multi-gigabit symmetrical speeds across every market we serve and incorporate AI tools Grew connectivity revenue by 5.7% to $45.1 billion, reflecting growth in domestic broadband, domestic wireless, international connectivity and business services connectivity
		Content & Experiences	Theme Parks generated $2.9 billion in Adjusted EBITDA and finished 2024 strong; announced the May 2025 opening of Universal Epic Universe Peacock revenue increased by 46% to $4.9 billion; Adjusted EBITDA losses improved by nearly $1 billion; paid subscribers increased by 5 million to 36 million NBC Sports delivered its most-watched year since 2016, highlighted by our innovative broadcast of the Paris Olympics and Peacock's first-ever exclusive live streamed NFL playoff game. Announced a new 11-year partnership with the NBA and WNBA, starting in October 2025 NBCUniversal’s studios Adjusted EBITDA increased 11% to $1.4 billion; ranked #2 studio in worldwide box office in 2024, driven by the successful theatrical performance of Kung Fu Panda 4, Despicable Me 4, The Wild Robot and Wicked Announced our intention to spin off a strong portfolio of cable television networks and complementary digital assets in a tax-free transaction, subject to customary conditions

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This proxy statement includes statements that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are not historical facts or statements of current conditions, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. These may include estimates, projections and statements relating to our business plans, objectives and expected operating results and statements regarding our corporate responsibility initiatives, progress, plans and goals, which are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “potential,” “strategy,” “future,” “opportunity,” “commit,” “plan,” “goal,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Factors that could cause our actual results to differ materially from these forward-looking statements include changes in and/or risks associated with: the competitive environment; consumer behavior; the advertising market; consumer acceptance of our content; programming costs; key distribution and/or licensing agreements; use and protection of our intellectual property; our reliance on third-party hardware, software and operational support; keeping pace with technological developments; cyber attacks, security breaches or technology disruptions; weak economic conditions; acquisitions and strategic initiatives; operating businesses internationally; natural disasters, severe weather-related and other uncontrollable events; loss of key personnel; labor disputes; laws and regulations; adverse decisions in litigation or governmental investigations; and other risks described from time to time in reports and other documents we file with the Securities and Exchange Commission (“SEC”). There are also certain risks and challenges we may face in meeting our environmental goals that are beyond our control, including political, economic, regulatory and geopolitical conditions, supply chain and labor issues, supplier emissions reductions, the evolution of carbon offset markets and innovations in technology and infrastructure.

In evaluating these statements, you should consider various factors, including the risks and uncertainties we describe in the “Risk Factors” sections of our most recent Annual Report on Form 10-K, our most recent Quarterly Report on Form 10-Q and other reports filed with the SEC. The inclusion of forward-looking and other statements in this proxy statement or on our website that may address our corporate responsibility initiatives, progress, plans and goals is not an indication that they are necessarily material to investors or required to be disclosed in our filings with the SEC. Such statements may contain estimates, make assumptions based on developing standards that may change and provide aspirational goals and commitments that are not intended to be promises or guarantees. Readers are cautioned not to place undue reliance on forward-looking statements or such other statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any forward-looking or such other statements, whether because of new information, future events or otherwise.

2025 Proxy Statement 1

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Message from Our Chairman and CEO and Our Lead Independent Director

Dear Shareholders,

We are proud to report that 2024 was once again a record year for Comcast. We delivered some of the best financial results in our history, returned $13.5 billion of capital to shareholders and raised our dividend for the 17^thconsecutive time.

Despite rapid change and intense competition, our continued financial performance and strong balance sheet is a testament to the strength of our six growth businesses – residential broadband, wireless, business services, theme parks, streaming and studios – which together make up close to 60 percent of our total revenue.

Our connectivity businesses grew revenue, reflecting growth in domestic broadband, domestic wireless, international connectivity and business services. We expanded our network to reach 64 million homes and businesses and ended the year with nearly 32 million broadband customers and nearly eight million wireless lines in the United States. With our Project Genesis, we continued to drive our broadband network upgrade, which is approximately 50% complete, that will ultimately deliver multi-gigabit symmetrical speeds across our footprint. We will also seek to leverage our WiFi network – the largest and fastest in North America – to accelerate growth in wireless and further differentiate our converged offerings, which combine our broadband and mobile capabilities. Finally, business services generated nearly $10 billion in revenue in 2024 with very healthy margins.

Meanwhile, our entertainment businesses also had a solid year – from the Paris Olympic Games as the largest media event of all time to our 11-year partnership with the NBA and WNBA, bringing basketball back to NBC and onto Peacock. At the same time, our studios demonstrated their strength in both film and television, with box office success for Wicked and Despicable Me 4, and our TV studio ended 2024 with more top 10 series than any other studio. Our theme park business continues to be a standout, with a pipeline of exciting new attractions and parks coming soon, including the much-anticipated opening of Epic Universe this year.

We have a wonderful company that was built on a founding principle to lean into change and constantly focus on growth. Across our businesses, we have announced strategic and organizational changes in seeking to better position us as we compete in an evolving market and position ourselves for the future.

As always, we remain grateful to the stewardship of our Board, who provide invaluable insight and leadership, as well as our passionate employees around the world who propel our company forward every day. We appreciate your continued trust and support.

Sincerely,



Brian L. Roberts Chairman and Chief Executive Officer		Edward D. Breen Lead Independent Director

2 2025 Proxy Statement

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Notice of 2025 Annual Meeting of Shareholders of Comcast Corporation

Date		Time		Place		Who Can Vote
June 18, 2025		Online check-in opens: 8:45 a.m. Eastern Time Meeting begins: 9:00 a.m. Eastern Time		Meeting live via the internet: comcast.onlineshareholdermeeting.com		Shareholders of record on April 8, 2025

Voting Items		Board Voting Recommendation
PROPOSAL 1: Elect Directors		FOR each nominee
PROPOSAL 2: Ratify appointment of independent auditors		FOR
PROPOSAL 3: Increase share authorization under Comcast-NBCUniversal 2011 Employee Stock Purchase Plan		FOR
PROPOSAL 4: Advisory vote to approve executive compensation		FOR
PROPOSALS 5-6: Vote on shareholder proposals if properly presented		AGAINST

Only shareholders of record on April 8, 2025 may vote and participate during the meeting. If the meeting is adjourned because a quorum is not present, then shareholders who attend the reconvened meeting will constitute a quorum for the purpose of acting upon the matters presented at that meeting pursuant to the rules described in “Information about Stock Ownership – Outstanding Shares and Voting Rights” in the attached proxy statement.

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders beginning on or about April 25, 2025.

Your vote is important. Please vote your shares promptly. To vote your shares, you can:


Use the internet, as described in the Notice of Internet Availability of Proxy Materials and on your proxy card.		Call the toll-free telephone number set forth in the attached proxy statement and on your proxy card.		Complete, sign and date your proxy card and return your proxy card by mail.

April 25, 2025

Thomas J. Reid
Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 18, 2025: Our proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.

2025 Proxy Statement 3

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Message from Our Chairman and CEO and Our Lead Independent Director	2
Notice of 2025 Annual Meeting of Shareholders of Comcast Corporation	3
About Comcast	5
Corporate Governance and Board Matters	7
PROPOSAL 1: Election of Directors
Board of Directors Nominees	7
Board Structure and Responsibilities	15
Corporate Governance Practices, Policies and Processes	19
Audit Committee Matters	22
PROPOSAL 2: Ratify Appointment of Independent Auditors
Report of the Audit Committee	23
PROPOSAL 3: Increase Share Authorization Under Comcast-NBCUniversal 2011 Employee Stock Purchase Plan
Executive Compensation	27
PROPOSAL 4: Advisory Vote to Approve Executive Compensation
Compensation Discussion and Analysis	27
Compensation and Human Capital Committee Report	40
Executive Compensation Tables	40
Summary Compensation Table	40
Grants of Plan-Based Awards	41
Outstanding Equity Awards at Fiscal Year-End	43
Option Exercises and Stock Vested	45
Nonqualified Deferred Compensation in and as of Fiscal Year-End	45
Agreements with Our Named Executive Officers	46
Potential Payments upon Termination or Change in Control	46
Equity Compensation Plan Information	48
CEO Pay Ratio	49
Pay Versus Performance	49

Shareholder Proposals	51
PROPOSALS 5-6: Shareholder Proposals
Information about Stock Ownership	55
Compensation of Directors	57
Related Party Transactions Policy and Certain Transactions	58
Other Information	59
Appendix A: Reconciliations of Non-GAAP Financial Measures	A-1
Appendix B: Amended and Restated Comcast-NBCUniversal 2011 Employee Stock Purchase Plan	B-1

4 2025 Proxy Statement

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About Comcast

Our Company

Comcast Corporation (“Comcast,” the “Company,” “we,” “our” or “us”) is a global media and technology company. From the connectivity and platforms we provide, to the content and experiences we create, our businesses reach customers, viewers and guests worldwide. We deliver world-class broadband, wireless, video and voice services through Xfinity, Comcast Business and Sky; produce, distribute and stream leading entertainment, sports and news through brands including NBC, Telemundo, Universal, Peacock and Sky; and bring incredible theme parks and attractions to life through Universal Destinations & Experiences.

2024 Performance Overview

We produced strong financial results and continued to execute against our long-term strategy in 2024. We continued to invest in our business, maintained a strong balance sheet and returned significant capital to shareholders. Our consolidated financial results reflected the accomplishments and contributions from across our company, underscoring our business resilience, strategic decision-making and capital allocation priorities, driven with a view toward positioning our company for the future. As described in “Compensation Discussion and Analysis” below, revenue, Adjusted EBITDA and Free Cash Flow are among the key metrics used in our executive compensation program.

Revenue ($ in billions)	Net Income Attributable to Comcast ($ in billions)	Adjusted EBITDA⁽¹⁾ ($ in billions)

Net Cash Provided by Operating Activities ($ in billions)	Free Cash Flow^{(1), (2)} ($ in billions)

Revenue ($ in billions) 0 35 70 105 140 $121.6 2023 $123.7 2024 Net Income Attributable to Comcast ($ in billions) 0 4 8 12 16 $15.4 2023 $16.2 2024 Adjusted EBITDA(1)($ in billions)0 10 20 30 40 $37.6 2023 $38.1 2024 Net Cash Provided by Operating Activities($ in billions) 0 7 14 21 28 35 $28.5 2023 $27.7 2024 Free Cash Flow(1) (2) ($ in billions) $20 $15 $10 $5 $0 2021 202 2023 $17.1 $12.6 $13.0 0 5 10 15 20 $13.0 2023 $12.5 2024

⁽¹⁾	Reconciliations of non-GAAP financial metrics to GAAP are set forth in Appendix A.
⁽²⁾	Free Cash Flow in 2024 includes a tax payment related to the previously announced Hulu transaction and other tax related matters.

2025 Proxy Statement 5

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2024 key reported results included:

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Connectivity & Platforms – We continued to make significant investments in our technology and network to stay ahead of data consumption trends that reflect customers’ increasing demands and to further differentiate our broadband offering and experience. We increased the number of domestic homes and businesses passed by 1.2 million to 63.7 million and continued to enhance our domestic network capabilities, including deploying technology in select markets that will enable us to deliver multi-gigabit symmetrical speeds. Connectivity & Platforms revenue was consistent with the prior year period at $81.3 billion. Adjusted EBITDA increased 1.9% to $32.8 billion, or 1.7% on a constant currency basis. See Appendix A for a reconciliation.

●

Content & Experiences – We continued to entertain and inspire our audiences and guests by creating and leveraging our world-class IP and fan favorite franchises. In 2024, NBC Sports delivered its most-watched year since 2016, highlighted by our innovative broadcasts of the Paris Olympics and Peacock's first-ever exclusive live streamed NFL playoff game. We also announced an 11-year agreement to present NBA and WNBA games beginning with the 2025-26 season. Universal Pictures ranked #2 at the worldwide box office, and we opened Donkey Kong Country at Universal Studios Japan and announced the May 2025 opening of Universal Epic Universe in Orlando. Content & Experiences revenue increased 4.4% to $45.1 billion and Adjusted EBITDA was consistent with the prior year period at $6.7 billion.

In 2024, we made cash dividend payments of $4.8 billion and repurchased $8.6 billion of our common stock, resulting in a total return of capital to shareholders of $13.5 billion. In January 2025, we announced our 17th consecutive annual increase to our planned annual dividend by $0.08 per share, or 6.5%, to $1.32 per share on an annualized basis.

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Corporate Governance and Board Matters

Proposal 1:

Election of Directors
	Our Board unanimously recommends that shareholders vote “FOR” the election of each of the nominees for director.

Board of Directors Nominees

Board Snapshot

INDEPENDENCE Independent: 90% Independent - 9 Non-independent - 1 INDEPENDENT DIRECTOR TENURE Average Tenure: 9.4 years < 5 years - 3 5-10 years - 3 > 10 years - 3


	INDEPENDENCE		INDEPENDENT DIRECTOR TENURE
	BOARD NOMINEES Brian L. Roberts, 65 Chairman of the Board, President and CEO Director Since: March 1988 Committee Membership: NoneDavid C. Novak, 72Independent DirectorDirector Since: December 2016Committee Membership: Compensation and HumanCapital Committee Asuka Nakahara, 68Independent DirectorDirector Since: February 2017Committee Membership: Audit Committee* Wonya Y. Lucas, 64Independent DirectorDirector Since: April 2024Committee Membership: Audit Committee Jeffrey A. Honickman, 68Independent DirectorDirector Since: December 2005Committee Membership: Audit*and Governance and CorporateResponsibility Committees Kenneth J. Bacon, 70Independent DirectorDirector Since: November 2002Committee Membership: Governance and CorporateResponsibility Committee Thomas J. Baltimore, Jr., 61Independent DirectorDirector Since: March 2023Committee Membership: Compensation and Human Capital Committee Madeline S. Bell, 63Independent DirectorDirector Since: February 2016Committee Membership: Governance and CorporateResponsibility Committee Louise F. Brady, 60Independent DirectorDirector Since: October 2023Committee Membership: Audit Committee Edward D. Breen, 69Lead Independent DirectorDirector Since: February 2014Committee Membership: Compensation and Human Capital Committee Non-independent 1 Independent 9

Audit Committee Financial Expert

2025 Proxy Statement 7

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Board Refreshment

We have added three new independent directors to our Board within the past three years, including Thomas J. Baltimore, Jr. in March 2023, Louise F. Brady in October 2023 and Wonya Y. Lucas in April 2024. Gerald L. Hassell and Maritza G. Montiel stepped down from our Board at our 2024 annual meeting due to having reached our then current retirement age. In connection with our planned spin-off of a strong portfolio of cable networks and complementary digital assets (“SpinCo”), David C. Novak will become Chairman of the Board of Directors of SpinCo upon completion of the spin-off, which is expected to occur by the end of 2025. At such time, Mr. Novak will vacate his current position on our Board.

Director Skills and Experience

As baseline director qualifications, our Board seeks, and each of our directors possesses, key attributes that we deem critical in being a director, including strong and effective decision-making, communication and leadership skills; high ethical standards, integrity and values; and a commitment to representing the long-term interests of our shareholders. Our Board, and the Governance Committee in turn, also consider certain director qualifications and skills, including those highlighted below, and seek directors that bring to the Board a range of experiences, viewpoints, perspectives, professional knowledge, business expertise, financial expertise, industry knowledge, entrepreneurial background and experience, and high-level business management experience to oversee and address the current issues facing our company.

Our Board and each of its committees assess their effectiveness as part of their annual self-assessment, which, among other things, evaluates the overall composition of our Board. In evaluating current directors for renomination to the Board or reappointment to Board committees, the Governance Committee considers the director’s performance, as well as the current challenges and needs of the Board and each committee. The Governance Committee further considers each director’s ability to dedicate sufficient time, energy and attention to the fulfillment of his or her duties, including other obligations and commitments and leadership positions on other boards. In accordance with our corporate governance guidelines, an independent director who is a chief executive officer of a public company may serve on the boards of no more than two other public companies in addition to our Board, while all other independent directors may serve on up to four public company boards in total. In renominating directors for election at our 2025 annual meeting, the Governance Committee and Board have determined that each of our director nominees is currently in compliance with our corporate governance guidelines and has sufficient time, energy and attention to serve on our Board.

KENNETH J. BACON THOMAS J. BALTIMORE, JR. MADELINE S. BELL LOUISE F. BRADY EDWARD D. BREEN JEFFREY A. HONICKMAN WONYA Y. LUCAS ASUKA NAKAHARA DAVID C. NOVAK BRIAN L. ROBERTS Executive Leadership Relevant Industry Experience Consumer Products/Customer-Oriented Technology Financial/Accounting Risk Management Oversight International Government Affairs Human Capital Management Non-Profit/Educational/Philanthropic

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Director Nominee Biographies

Kenneth J. Bacon

Independent

	Partner at RailField Partners
	Age: 70 Director since: November 2002 Committees: Governance and Corporate Responsibility	Other Current Public Company Directorships: Ally Financial Inc., Arbor Realty Trust, Inc., Welltower Inc.

Career Highlights:

●	Partner, RailField Partners, a financial advisory and asset management firm, 2012 – Present
●	Executive Vice President, multifamily mortgage business, Fannie Mae, 2005 – 2012

●	Interim Executive Vice President, Housing and Community Development, Fannie Mae, January 2005 – July 2005
●	Member, National Multifamily Housing Council

Skills and Qualifications:

SEC Form DEF 14A filed by Comcast Corporation