Comcast Shareholders Should Vote FOR an Independent Board Chair

National Legal and Policy Center (“NLPC”) urges shareholders of Comcast Corporation (“Comcast”) to vote FOR Proposal 4 on the 2026 proxy ballot, which would separate the offices of Chairman and Chief Executive Officer. NLPC has circulated to investors an exempt solicitation report supporting the proposal ahead of the June 10 annual meeting. Shareholders can vote now at www.proxyvote.com.

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Brian L. Roberts (pictured above) has served as Chief Executive Officer of Comcast since 2002 and Chairman since 2004. Through ownership of all Class B common stock, he holds 33⅓ percent of the Company’s combined voting power — described in the proxy as “generally non-dilutable” — though his economic interest in the Company amounts to about 1 percent of total equity.¹

Comcast shareholders have lost about 40 percent of their investment, including dividends, over the past five years² — against an S&P 500 return of roughly 87 percent³ — a gap exceeding 125 percentage points. Fiscal year 2025 saw declines in adjusted earnings per share, adjusted EBITDA, and adjusted net income.⁴ Subsidiary Peacock has accumulated approximately $11 billion in cumulative losses since launch.⁵ Comcast lost more than 1.25 million domestic video subscribers in 2025 and continued losing domestic broadband customers — its principal economic moat — to fixed wireless and fiber competitors.⁶ Mr. Roberts has acknowledged the Company is “making steady progress as we reposition the company for long-term, sustained growth.”⁷ A company that requires repositioning is a company that was, until recently, positioned poorly.

The reputational damage is comparable. In January 2026, Comcast completed the spinoff of Versant Media Group — the cable network portfolio Mr. Roberts spent more than a decade assembling. Versant’s leadership stripped MSNBC of NBC’s peacock symbol and renamed the network “MS Now,” an open admission that the brand under Comcast had become unrecoverable.⁸ NBC News is absent from the Reuters Institute Digital News Report 2025 list of most-trusted United States news brands.⁹

The strategic record reflects the cost. Comcast paid roughly $30 billion in 2011 and 2013 to acquire NBCUniversal from General Electric Company, in significant part for the cable television assets it has now spun off into a new company, Versant Media Group.¹⁰ ¹¹ The market has now valued Versant at about $5 billion.”¹²

In 2024, Mr. Roberts and co-Chief Executive Officer Mike Cavanagh committed NBCUniversal to an eleven-year, $27 billion National Basketball Association rights package¹³ — exceeding the per-year cost of the Company’s National Football League deal.¹⁴ NFL Commissioner Roger Goodell has since signaled early renegotiation of league media-rights deals as soon as 2026.¹⁵

When Warner Bros. Discovery opened a sale process in late 2025, Comcast was eliminated. Mr. Cavanagh acknowledged at a December UBS conference that Comcast’s bid was “light on cash” and that the Company “didn’t expect that we had a high likelihood of prevailing.”¹⁶ When Mr. Roberts closed the NBCUniversal transactions, Comcast was worth roughly ten times Netflix. Today, Netflix is worth four times Comcast.¹⁷ Mr. Roberts’s 2025 compensation rose 4 percent to $35.15 million; Mr. Cavanagh’s rose 154 percent to $71.76 million.¹⁸

An independent chair would not dissolve the dual-class structure or strip Mr. Roberts of his shares, voting power, or role at the Company his father founded. It would end an arrangement that has allowed Mr. Roberts to evaluate his own performance for twenty-two years — and that has cost shareholders approximately 40 percent of their investment, the cable network portfolio he assembled, NBC News’s standing as a credible brand, and Comcast’s place at the table in the next round of media consolidation.

At Comcast’s 2025 annual meeting, NLPC’s similar independent-chair proposal received approximately 27 percent of total votes cast — but approximately 43 percent of votes cast by shareholders other than Mr. Roberts, on the conservative assumption that his Class B votes were cast in line with the Board’s recommendation.¹⁹ Sixty percent of S&P 500 companies have already separated the offices of Chairman and Chief Executive Officer, up from 47 percent in 2014.²⁰ Comcast shareholders deserve the same.

NLPC urges shareholders to vote FOR Proposal 4 at www.proxyvote.com.

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Endnotes

1. “Notice of 2026 Annual Meeting of Shareholders and Proxy Statement,” Comcast Corporation, April 24, 2026. See https://www.sec.gov/Archives/edgar/data/1166691/000119312526177138/cmcsa-20260424.htm
2. “Comcast (CMCSA) Total Return YTD, TTM, 3Y, 5Y, 10Y, 20Y,” FinanceCharts, accessed May 8, 2026. See https://www.financecharts.com/stocks/CMCSA/performance/total-return
3. “Stock market returns since 2021,” Official Data Foundation, accessed May 8, 2026. See https://www.officialdata.org/us/stocks/s-p-500/2021
4. “Comcast Reports 4th Quarter 2025 Results” (Form 8-K Exhibit 99.1), Comcast Corporation, January 29, 2026. See https://www.sec.gov/Archives/edgar/data/0001166691/000162828026003964/ex991-12312025.htm
5. “Comcast’s Peacock Problem: $11 Billion in Losses, Rising Cancellations,” Bloomberg, April 26, 2026. See https://www.bloomberg.com/news/newsletters/2026-04-26/comcast-s-peacock-problem-11-billion-in-losses-rising-cancellations
6. Supra, Note 4.
7. “Comcast Reports 3rd Quarter 2025 Results” (Form 8-K Exhibit 99.1), Comcast Corporation, October 30, 2025. See https://www.sec.gov/Archives/edgar/data/0001166691/000116669125000052/ex991-9302025.htm
8. “Trump calls Comcast CEO ‘dopey’ as he rips MSNBC’s rebrand to MS NOW: ‘Failure by any name,'” New York Post, August 21, 2025. See https://www.yahoo.com/news/articles/trump-calls-comcast-ceo-dopey-172543178.html
9. “Digital News Report 2025: United States,” Reuters Institute for the Study of Journalism, University of Oxford, June 17, 2025. See https://reutersinstitute.politics.ox.ac.uk/digital-news-report/2025/united-states
10. “Comcast completes NBC Universal merger,” Reuters, January 28, 2011. See https://www.reuters.com/article/world/americas/comcast-completes-nbc-universal-merger-idUSTRE70S2WZ/
11. “Comcast Completes Acquisition of GE’s 49% Stake in NBCUniversal,” Deadline, March 19, 2013. See https://deadline.com/2013/03/comcast-completes-acquisition-nbcuniversal-457181/
12. “Comcast spinoff Versant starts trading on Nasdaq in rare media debut,” CNBC, January 5, 2026. See https://www.cnbc.com/2026/01/05/comcast-spinoff-versant-vsnt-trading-debut-nasdaq.html
13. “NBCUniversal is pinning Peacock’s streaming success on its $2.45 billion per year NBA deal,” CNBC, August 15, 2024. See https://www.cnbc.com/2024/08/15/nbc-nba-media-rights-key-for-peacock-streaming-growth.html
14. “NBC’s NBA Deal Costs More Than Its NFL Package. Yes, It Makes Sense.,” Sportico, November 8, 2024. See https://www.sportico.com/business/media/2024/nbc-nba-rights-deal-more-expensive-nfl-1234804211/
15. “NFL Commissioner Roger Goodell says league could renegotiate media deals as soon as 2026,” CNBC, September 24, 2025. See https://www.cnbc.com/2025/09/24/nfl-tv-rights-renegotiations-accelerated-roger-goodell.html
16. “Mike Cavanagh Says Comcast Bid for Warner Bros. Light on Cash Versus Rival Offers,” Deadline, December 8, 2025. See https://deadline.com/2025/12/comcast-mike-cavanagh-on-bid-for-warner-bros-1236641747/
17. “Netflix (NFLX) Market Cap 2002-2026 — Historical Data & Chart,” Finhacker, accessed May 2026. See https://www.finhacker.cz/en/stocks/netflix-market-cap/
18. “Comcast’s Brian Roberts 2025 Pay Rises 4% to $35.1 Million, Co-CEO Mike Cavanagh Sees 154% Bump to $71.8 Million,” Variety, April 24, 2026. See https://variety.com/2026/tv/news/comcast-brian-roberts-mike-cavanagh-2025-salary-pay-package-1236730015/
19. “Comcast Corporation Form 8-K, Submission of Matters to a Vote of Security Holders,” Comcast Corporation, June 20, 2025. See https://www.sec.gov/Archives/edgar/data/1166691/000116669125000027/cmcsa-20250618.htm
20. “2024 U.S. Spencer Stuart Board Index,” Spencer Stuart, September 2024. See https://www.spencerstuart.com/-/media/2024/09/ssbi2024/2024_us_spencer_stuart_board_index.pdf

(Post references PX14A6G Notice of exempt solicitation)