Shenandoah Telecommunications Co. Files DEF 14A

TL;DR

<b>Shenandoah Telecommunications Co. filed its DEF 14A for the fiscal year ending December 31, 2023.</b>

AI Summary

SHENANDOAH TELECOMMUNICATIONS CO/VA/ (SHEN) filed a Proxy Statement (DEF 14A) with the SEC on March 14, 2024. Shenandoah Telecommunications Co. filed a DEF 14A on March 14, 2024. The filing covers the fiscal year ending December 31, 2023. The company's IRS number is 5411628280. Incorporated in Virginia (VA). Standard Industrial Classification: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813].

Why It Matters

For investors and stakeholders tracking SHENANDOAH TELECOMMUNICATIONS CO/VA/, this filing contains several important signals. This DEF 14A filing provides detailed information on executive compensation, board of directors, and other corporate governance matters for Shenandoah Telecommunications Co. Investors and stakeholders can use this filing to assess executive pay structures, understand director independence, and evaluate the company's overall governance practices.

Risk Assessment

Risk Level: low — SHENANDOAH TELECOMMUNICATIONS CO/VA/ shows low risk based on this filing. The filing is a routine DEF 14A, which is a standard disclosure for publicly traded companies regarding executive compensation and corporate governance, and does not contain new financial performance data or significant strategic changes.

Analyst Insight

Review the executive compensation details and board member information to understand governance and potential alignment with shareholder interests.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed period of report)
• 2024-03-14 — Filed As Of Date (Date of filing)
• 4813 — Standard Industrial Classification (SIC code for Telephone Communications)

Key Players & Entities

• SHENANDOAH TELECOMMUNICATIONS CO/VA/ (company) — Filer name
• SHEN (company) — Ticker symbol
• DEF 14A (regulator) — Filing type
• 2024-03-14 (date) — Filing date
• 20231231 (date) — Reporting period end date
• 0000354963 (company) — Central Index Key
• VA (location) — State of incorporation
• EDINBURG (location) — City

FAQ

Industry Context

Shenandoah Telecommunications Co. operates within the telecommunications industry, providing services such as voice, data, and video.

Regulatory Implications

The DEF 14A filing is a requirement under the Securities Exchange Act of 1934, mandating public companies to disclose information related to the solicitation of proxies for shareholder meetings.

What Investors Should Do

1. Analyze the compensation packages for named executive officers.
2. Review the composition and independence of the Board of Directors.
3. Examine any proposals being put forth for shareholder vote.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a proxy statement, and does not represent a change in financial performance compared to previous filings. It primarily details corporate governance and executive compensation.

Key Financial Figures

• $25,000 — he solicitation of proxies for a fee of $25,000, plus a charge for telephone solicitati

Filing Documents

• shen-20240314.htm (DEF 14A) — 1044KB
• shen-20240314_g1.jpg (GRAPHIC) — 4KB
• shen-20240314_g10.jpg (GRAPHIC) — 506KB
• shen-20240314_g2.jpg (GRAPHIC) — 10KB
• shen-20240314_g3.jpg (GRAPHIC) — 1KB
• shen-20240314_g4.jpg (GRAPHIC) — 1KB
• shen-20240314_g5.jpg (GRAPHIC) — 1KB
• shen-20240314_g6.jpg (GRAPHIC) — 82KB
• shen-20240314_g7.jpg (GRAPHIC) — 88KB
• shen-20240314_g8.jpg (GRAPHIC) — 100KB
• shen-20240314_g9.jpg (GRAPHIC) — 476KB
• 0001628280-24-011072.txt (&nbsp;) — 4581KB
• shen-20240314.xsd (EX-101.SCH) — 3KB
• shen-20240314_def.xml (EX-101.DEF) — 4KB
• shen-20240314_lab.xml (EX-101.LAB) — 6KB
• shen-20240314_pre.xml (EX-101.PRE) — 3KB
• shen-20240314_htm.xml (XML) — 128KB

SECURITY OWNERSHIP

SECURITY OWNERSHIP 7 PROPOSAL NO. 1 9 BOARD AND BOARD COMMITTEE MATTERS 10 Information About Nominees and Continuing Directors 10 Director Independence 12 Shareholder Communications with the Board of Directors 12 Meetings of the Board of Directors 12 Committees of the Board of Directors 12 Leadership Structure 13 Board Size and Diversity 14 Board and Committee Self-Evaluations 15 Role of the Board of Directors in Risk Oversight 15 Director Compensation 16 CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY 18

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 20 Compensation Discussion and Analysis 20 Base Salaries 22 Annual Incentive Bonuses 22 Long-Term Equity-Based Compensation 26 Stock Ownership Guidelines and Anti-Hedging Policy 28 Retirement Compensation 28 Summary Compensation Table 28 Grants of Plan-Based Awards 30 Outstanding Equity Awards at Fiscal Year-End 31 Option Exercises and Stock Vested 33 Nonqualified Deferred Compensation 33 Severance Arrangements with our Named Executive Officers 34 Potential Payments Upon Termination or Change in Control 35 Pay Ratio Disclosure 38 Compensation Committee Report 38 Pay Versus Performance 39 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 42 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 42 PROPOSAL NO. 2 43 REPORT OF THE AUDIT COMMITTEE 43 PROPOSAL NO. 3 46 PROPOSAL NO. 4 47 PROPOSAL NO. 5 48 SHAREHOLDER PROPOSALS FOR THE ANNUAL MEETING IN 202 5 52 OTHER MATTERS 53 APPENDIX I i APPENDIX II ii [This page intentionally left blank] PROXY STATEMENT SUMMARY This summary highlights certain information contained elsewhere in the accompanying proxy statement, but does not contain all of the information you should consider before voting your shares. For more complete information regarding the proposals to be voted upon at the 2024 annual meeting of shareholders and our fiscal year 2023 performance, please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We use the terms "Shentel," the "Company," "we," "our" and "us" in this summary to refer to Shenandoah Telecommunications Company. Annual Meeting Date: April 30, 2024 Time: 11:00 a.m. (Eastern Time) Location: 500 Shentel Way, Edinburg, Virginia 22824 Record Date: Shareholders of record at the close of business on February 26, 2024 Voting Matters Proposals Required Approval Board Recommendation Page Reference 1. Election of directors M

SECURITY OWNERSHIP

SECURITY OWNERSHIP Management Ownership of Common Stock The following table presents, as of February 26, 2024, information based upon the Company's records and filings with the SEC regarding beneficial ownership of the common stock by the following persons: each director and each nominee to the Board of Directors; each executive officer of the Company named in the summary compensation table under the "Executive Compensation" section of this proxy statement; and all directors and executive officers of the Company as a group. As of February 26, 2024, there were 50,446,720 shares of common stock outstanding. The information presented below regarding beneficial ownership of the Company's common stock has been presented in accordance with rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is also deemed to be the beneficial owner of any security as to which a person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. Name of Beneficial Owner (Directors, Nominees and Executive Officers) Amount and Nature of Beneficial Ownership Percent of Class (%) Victor C. Barnes 10,320 * Thomas A. Beckett 17,688 * Tracy Fitzsimmons 37,248 * John W. Flora 38,475 * Christopher E. French 1,874,945 (a) 3.72 Richard L. Koontz, Jr. 50,920 * Kenneth L. Quaglio 20,895 * Leigh Ann Schultz 20,412 (b) * Edward H. McKay 56,951 * James J. Volk 34,745 * Richard W. Mason Jr. 12,501 * Elaine M. Cheng 13,306 * All directors, nominees and executive officers as a group (16 persons) 2,205,36

View Full Filing

View this DEF 14A filing on SEC EDGAR