Shentel Files Proxy Statement for April 30th Annual Meeting

TL;DR

Shentel's proxy statement is out for the April 30th shareholder meeting. Vote your shares!

AI Summary

Shenandoah Telecommunications Company (Shentel) is filing definitive additional materials for its Annual Meeting of Shareholders on April 30, 2024. The filing is a proxy statement related to the meeting, which will be held at 500 Shentel Way, Edinburg, Virginia. No fee was required for this filing.

Why It Matters

This filing provides shareholders with the necessary information to participate in the company's annual meeting, where key decisions and board elections are typically made.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual shareholder meeting and does not contain information about significant new risks or events.

Key Players & Entities

• Shenandoah Telecommunications Company (company) — Registrant
• Edinburg, Virginia (location) — Company Headquarters

FAQ

Key Financial Figures

• $100,000 — may be granted only to Employees. 6. $100,000 Limitation for Incentive Stock Options.

Filing Documents

• defa14a_040524.htm (DEFA14A) — 142KB
• logo.jpg (GRAPHIC) — 5KB
• 0001171843-24-001874.txt ( ) — 149KB

From the Filing

ADDITIONAL MATERIALS 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 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 Shenandoah Telecommunications Company (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SHENANDOAH TELECOMMUNICATIONS COMPANY 500 Shentel Way Edinburg, Virginia 22824 Annual Meeting of Shareholders April 30, 2024 SUPPLEMENT TO THE PROXY STATEMENT Dear Shareholders, On March 14, 2024, we filed our definitive proxy statement for our upcoming 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) with the Securities and Exchange Commission (the “SEC”) and provided access to our proxy materials, including our definitive proxy statement, the proxy card and our 2023 Annual Report to Shareholders, over the Internet. Proposal 5 on the notice and proxy card for the 2024 Annual Meeting relates to the proposal to approve our 2024 Equity Incentive Plan (the “2024 Plan”). Our Board of Directors recommends voting FOR this proposal. We are providing the following additional information to help shareholders evaluate the 2024 Plan. This additional information supplements the information in Proposal 5 regarding the 2024 Plan in, and should be read in conjunction with, the definitive proxy statement. This additional information is being filed with the SEC and is first being made available to our shareholders on April 5, 2024. We are providing this additional information to clarify that the 2024 Plan requires shareholder approval to reprice outstanding options or stock appreciation rights (“SARs”). As stated in the definitive proxy statement in Proposal 5 under the heading “Amendment; Termination,” “[o]ur shareholders must approve any amendment if such approval is required under applicable law or stock exchange requirements (including the repricing of outstanding options and SARs).” A copy of the 2024 Plan is attached to these additional proxy materials as Appendix A, in which Section 4(b) has been clarified to eliminate the language that indicated that repricing without shareholder approval might be allowed pursuant to the 2024 Plan. The copy of the 2024 Plan attached to these additional proxy materials as Appendix A replaces the version previously filed as Appendix II to the definitive proxy statement. Except as specifically amended herein, all information in the definitive proxy statement remains unchanged. No other changes have been made to the definitive proxy statement. Based on the foregoing, our Board of Directors continues to recommend a vote FOR Proposal 5, which seeks approval of the 2024 Plan. Your vote is important! Whether or not you plan to attend the 2024 Annual Meeting, we encourage you to vote your shares by proxy prior to the meeting in one of the following ways. This will ensure your representation even if you do not attend. Please refer to the information under “General Information” beginning on page 4 of our definitive proxy statement for additional information on voting and how to attend the meeting. If you have already voted, you do not need to take any action unless you wish to change your vote. • By Internet: Visit the website listed in your notice of internet availability of proxy materials or your proxy card or voting instruction form • By Phone: Call the toll-free voting number on your voting materials • By Mail: Mail your completed and signed proxy card or voting instruction form Only shareholders of record at the close of business on February 26, 2024 or their proxy holders may vote at the 2024 Annual Meeting. The Notice of Annual Meeting and Proxy Statement for the Shenandoah Telecommunications Company 2024 Annual Meeting of Shareholders, including these additional proxy materials, and the 2023 Annual Report to Shareholders are available at: www.proxyvote.com . APPENDIX A SHENANDOAH TELECOMMUNICATIONS COMPANY 2024 EQUITY INCENTIVE PLAN 1. Purposes of this Plan . The purpose of this Plan is to: (i) attract and retain the best available personnel for positions of substantial responsibility, (ii) provide additional incentive to Employees, Directors and Consultants, and (iii) promote the success of the Company's business by offering these indivi

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View this DEFA14A filing on SEC EDGAR