Cogent Communications Reports Officer/Director Changes, Comp Arrangements

TL;DR

**Cogent Communications just filed an 8-K about executive changes and compensation, which could impact future strategy.**

AI Summary

Cogent Communications Holdings, Inc. filed an 8-K on January 5, 2024, reporting an event that occurred on January 3, 2024. The filing indicates a change in 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers' and 'Financial Statements and Exhibits'. This matters to investors because changes in executive leadership or their compensation, or the release of new financial information, can signal shifts in company strategy, financial health, or future performance, potentially impacting stock valuation.

Why It Matters

Changes in executive leadership or their compensation can signal strategic shifts or financial health, directly influencing investor confidence and stock performance.

Risk Assessment

Risk Level: medium — Changes in leadership or compensation can introduce uncertainty, but the specific details are not yet public, making the immediate risk moderate.

Analyst Insight

A smart investor would monitor subsequent filings or company announcements for specific details regarding the reported officer/director changes and compensatory arrangements, as these specifics will determine the actual impact on the company's future direction and financial health.

Key Players & Entities

• Cogent Communications Holdings, Inc. (company) — the registrant filing the 8-K
• January 3, 2024 (date) — date of the earliest event reported
• January 5, 2024 (date) — date the 8-K was filed
• 000-51829 (null) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 per share CCOI NASDAQ Global Select M
• $500,000 b — l bonus shall be determined by dividing $500,000 by the AWR Target and multiplying the res
• $667,000 — that the annual bonus shall not exceed $667,000. If Annualized Wavelength Revenue is ze

Filing Documents

• tm242151d1_8k.htm (8-K) — 29KB
• tm242151d1_ex10-1.htm (EX-10.1) — 17KB
• tm242151d1_ex10-2.htm (EX-10.2) — 23KB
• 0001104659-24-001889.txt ( ) — 249KB
• ccoi-20240103.xsd (EX-101.SCH) — 3KB
• ccoi-20240103_lab.xml (EX-101.LAB) — 33KB
• ccoi-20240103_pre.xml (EX-101.PRE) — 22KB
• tm242151d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 3, 2024, Cogent Communications Holdings, Inc. (the "Company"), the Company's US operating subsidiary and the Company's Chief Executive Officer, David Schaeffer, entered into an amendment to Mr. Schaeffer's employment agreement, which, among other things, extended the term through December 31, 2026, set the parameters of his long-term equity compensation awards through 2026, and amended the criteria for Mr. Schaeffer's annual cash incentive (hereafter "Amendment 9"). Per Amendment 9, Mr. Schaeffer's annual cash incentive award will be based on the Company's Annualized Wavelength Revenue achievement compared to a target amount (the "AWR Target"), which shall be set by the Compensation Committee of the Company's Board of Directors (the "Board") in the prior year. The annual bonus shall be determined by dividing $500,000 by the AWR Target and multiplying the result by Annualized Wavelength Revenue, provided, that the annual bonus shall not exceed $667,000. If Annualized Wavelength Revenue is zero, the annual bonus shall be zero. With respect to the restricted stock awards granted to Mr. Schaeffer in the years 2020 through 2023 (the "Outstanding Awards"), due to the impossibility of obtaining the information necessary to perform the applicable calculations with respect to the Performance-Vesting Shares (as defined in the applicable agreements for the Outstanding Awards), the applicable performance measures were amended as described in Amendment 9. Lastly, per the terms of Amendment 9, provided Mr. Schaeffer is employed by the Company on January 1 of such year, the Board shall grant Mr. Schaeffer an award of 180,000 shares of restricted stock in each of 2024, 2025 and 2026. A portion of the grant, 84,000 shares, will vest in 12 monthly increments of 7,000 shares starting on January 1 of the third year

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10.1 Amendment No. 9 to Employment Agreement of David Schaeffer, dated January 3, 2024. 10.2 Form of Restricted Stock Award between the Company and David Schaeffer. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. Cogent Communications Holdings, Inc. January 5, 2024 By: /s/ David Schaeffer Name: David Schaeffer Title: President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR