Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As described in Item 5.07 below, on June 15, 2022, the stockholders of Altice USA, Inc. (the "Company") approved an amendment to the Amended and Restated Altice USA 2017 Long Term Incentive Plan (the "Plan") to increase the number of shares authorized for issuance by 35,000,000. A copy of the amendment to the Plan is included in the Company's proxy statement filed with the Securities and Exchange Commission on April 29, 2022 ("Proxy Statement") and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 15, 2022, the Company held its 2022 Annual Meeting of Stockholders ("Annual Meeting"). At the Annual Meeting, the Company's Class A and Class B stockholders voted together as a single class upon the following proposals, each of which is described in more detail in the Company's Proxy Statement: (i) the election of Patrick Drahi, Gerrit Jan Bakker, David Drahi, Dexter Goei, Mark Mullen, Dennis Okhuijsen, Susan Schnabel, Charles Stewart and Raymond Svider to the Company's Board of Directors for one-year terms; (ii) the approval, on an advisory basis, of the compensation of the Company's named executive officers, (iii) the amendment to the Plan to increase the number of shares available for issuance and (iv) the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2022 fiscal year.

The voting results from the Annual Meeting, including the number of votes cast for, withheld or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below. In accordance with the Company's Amended and Restated Certificate of Incorporation, Class A stockholders have one vote per share and Class B stockholders have twenty-five votes per share.

No other matters were considered and voted on by the stockholders at the Annual Meeting.

Proposal 1: Election of Directors


                           For                Against             Abstain          Broker Non-Votes
Patrick Drahi        4,676,166,570        105,622,527          1,534,748           18,095,361
Gerrit Jan Bakker    4,687,718,511         94,071,202          1,534,132           18,095,361
David Drahi          4,676,990,462        104,798,930          1,534,453           18,095,361
Dexter Goei          4,685,382,466         96,396,227          1,545,152           18,095,361
Mark Mullen          4,674,378,425        107,398,732          1,546,688           18,095,361
Dennis Okhuijsen     4,687,255,729         94,522,981          1,545,135           18,095,361
Susan Schnabel       4,700,932,302         80,857,285          1,534,258           18,095,361
Charles Stewart      4,690,734,399         91,054,969          1,534,477           18,095,361
Raymond Svider       4,650,725,316        131,064,399          1,534,130           18,095,361

Proposal 2: Approval of the Compensation of Executive Officers


       For                Against             Abstain          Broker Non-Votes
 4,638,072,510        142,858,350          2,392,985           18,095,361

Proposal 3: Approval of the Amendment to the Amended and Restated Altice USA 2017 Long Term Incentive Plan



       For                Against             Abstain          Broker Non-Votes
 4,663,816,982        117,194,380          2,312,483           18,095,361

Proposal 4: Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm



       For               Against           Abstain         Broker Non-Votes
 4,794,250,542        6,438,353          730,311                  -

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