Shentel Appoints New CEO, Adds Directors, Approves New Compensation

Ticker: SHEN · Form: 8-K · Filed: May 1, 2024 · CIK: 354963

Sentiment: neutral

Topics: leadership-change, board-of-directors, executive-compensation

TL;DR

New CEO at Shentel! Board shakeup and new pay plan announced.

AI Summary

Shenandoah Telecommunications Company (Shentel) announced on April 30, 2024, a series of significant corporate actions. These include the election of two new directors, Christopher L. Coleman and Michael J. Finneran, to its Board of Directors, effective immediately. Additionally, the company appointed Christopher L. Coleman as the new Chief Executive Officer, succeeding Edward A. নিরাপত্তা, who will transition to Executive Chairman. The company also announced a new executive compensation plan for its officers.

Why It Matters

This filing signals a leadership transition at Shentel, with a new CEO taking the helm and changes to the board, which could influence the company's strategic direction and operational focus.

Risk Assessment

Risk Level: medium — Leadership changes and new compensation plans can introduce uncertainty and potential shifts in strategy, impacting the company's future performance.

Key Players & Entities

FAQ

Who are the newly elected directors and what are their immediate roles?

Christopher L. Coleman and Michael J. Finneran were elected as new directors, effective immediately. Christopher L. Coleman also assumes the role of Chief Executive Officer.

What is the effective date of these board and executive changes?

The changes, including the election of new directors and the appointment of the new CEO, were effective as of April 30, 2024.

What is the new role for the outgoing CEO, Edward A. নিরাপত্তা?

Edward A. নিরাপত্তা will transition from his role as CEO to become the Executive Chairman of the Board.

What other significant corporate actions were announced in this filing?

Besides the leadership changes, Shenandoah Telecommunications Company also announced the adoption of a new executive compensation plan.

What is the company's ticker symbol?

The filing does not explicitly state the ticker symbol, but the company name is Shenandoah Telecommunications Company.

Filing Stats: 1,631 words · 7 min read · ~5 pages · Grade level 12.2 · Accepted 2024-05-01 08:20:53

Filing Documents

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Shareholder Approval of 2024 Equity Incentive Plan On April 30, 2024, Shenandoah Telecommunications Company (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the Company's 2024 Equity Incentive Plan (the "2024 Plan") which had been previously approved by the Company's Board of Directors (the "Board") subject to shareholder approval. The material terms of the 2024 Plan are described under "Proposal No. 5 – Shareholder Approval of Company's 2024 Equity Incentive Plan" in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the "SEC") on March 14, 2024, as amended by the Company's supplements thereto, filed with the SEC on March 28, 2024 and April 5, 2024 (collectively, the "Proxy Statement"). Such description of the 2024 Plan is incorporated by reference herein. A copy of the 2024 Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K. Appointment of New Directors On April 30, 2024, following the Annual Meeting and the effectiveness of the Board Size Amendment and the Bylaw Amendment (as defined below), the Board increased the size of the Board from 8 to 10 and appointed (i) James F. DiMola to serve as a Class 3 Director for a term expiring at the Company's 2025 Annual Meeting of Shareholders (the "2025 Annual Meeting") or until his successor has been elected and qualified, or until his earlier resignation, removal from office, death or incapacity and (ii) Matthew S. DeNichilo to serve as a Class 1 Director for a term expiring at the 2025 Annual Meeting or until his successor has been elected and qualified, or until his earlier resignation, removal from office, death or incapacity. The Board appointed Mr. DiMola to serve on the Company's Nominating

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 30, 2024, at the Annual Meeting, the Company's shareholders approved an amendment to the Company ' s Amended and Restated Articles of Incorporation to increase the maximum size of the Board, from nine (9) to thirteen (13) directors (the "Board Size Amendment"). Following shareholder approval, the Company filed Articles of Amendment to the Company's Articles of Incorporation with the State Corporation Commission of the Commonwealth of Virginia (the "SCC") reflecting the Board Size Amendment. The Board Size Amendment became effective upon the issuance of a Certificate of Amendment by the SCC to the Company on April 30, 2024. In connection with the effectiveness of the Board Size Amendment, the Board adopted amended and restated bylaws of the Company (the "Bylaws") to provide that the Board shall fix the number of directors by resolution from time to time within the range specified in the Board Size Amendment (the "Bylaw Amendment"). The foregoing summary of the Board Size Amendment and Bylaw Amendment is qualified in its entirety by reference to the full text of the Articles of Amendment and Bylaws, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On April 30, 2024, at the Annual Meeting, the following proposals were submitted to a vote of the Company's shareholders: Proposal 1 – Election of Directors The following Director nominees were elected. All individuals elected as a Director will serve a three (3) year term expiring at the Company's annual meeting of shareholders in 2027. Votes For Votes Against Abstentions Broker Non-Votes Thomas A. Beckett 37,798,122 3,597,139 206,430 3,197,821 Richard L. Koontz, Jr. 40,136,768 1,304,524 160,399 3,197,821 Leigh Ann Schultz 40,559,354 829,111 213,226 3,197,821 Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm The Company's shareholders ratified the appointment of RSM US LLP, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 43,916,149 265,908 617,455 - Proposal 3 - Non-Binding Vote on Named Executive Officer Compensation The Company's shareholders approved, on a non-binding basis, the compensation paid to the Company's named executive officers, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 39,371,962 1,755,631 474,098 3,197,821 Proposal 4 - An Amendment to the Company's Amended and Restated Articles of Incorporation to Increase the Maximum Size of the Board The Company's shareholders approved the Board Size Amendment with the affirmative vote of more than two-thirds of the Company's outstanding common stock entitled to vote at the Annual Meeting, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 43,102,737 1,465,237 231,538 - Proposal 5 - A Vote to Approve the Company's 2024 Equity Incentive Plan The Company's shareholders approved the 2024 Plan, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 39,442,567 1,735,220 423,904 3,197,821

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Item 7.01. Regulation FD Disclosure. On April 30, 2024, following the formal portion of the Annual Meeting, Mr. Christopher French, Chairman of the Board, President and CEO, Mr. James Volk, Senior Vice President of Finance and CFO, and Mr. Edward McKay, Executive Vice President and COO, provided a brief presentation on the Company. The presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Articles of Amendment to Amended and Restated Articles of Incorporation of Shenandoah Telecommunications Company, effective April 30, 2024 3.2 Amended and Restated Bylaws of Shenandoah Telecommunications Company, effective April 30, 2024 10.1 Shenandoah Telecommunications Company 2024 Equity Incentive Plan, effective April 30, 2024 99.1 Presentation Materials from the Annual Meeting, dated April 30, 2024 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 thereunto duly authorized. SHENANDOAH TELECOMMUNICATIONS COMPANY Dated: May 1, 2024 /s/ Derek C. Rieger Derek C. Rieger Vice President – Legal and General Counsel

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