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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed Apr 23, 2020 · 6y ago · Accession 0001171843-20-002799

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM 8-K _________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):  April 21, 2020 _______________________________   Shenandoah Telecommunications Company (Exact name of registrant as specified in its charter) _______________________________ Virginia 0-9881 54-1162807 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 500 Shentel Way, P.O. Box 459 Edinburg , Virginia 22824 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: ( 540 ) 984-4141 _______________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock (No Par Value) SHEN NASDAQ Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐        Item 5.07.  Submission of Matters to a Vote of Security Holders.   (A) On April 21, 2020, Shenandoah Telecommunications Company (the “Company”) held its annual shareholder meeting. At the meeting, three directors, as set forth below, were appointed to three year terms and two proposals, one to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020, the second, in a non-binding vote, to approve named executive officer compensation, were approved by shareholders voting by proxy or in person. (B) The Final voting results with respect to each proposal voted upon at the annual shareholder meeting are set forth below.   Proposal 1: The Company’s shareholders elected each of the three nominees to the Board of Directors for a three-year term by a plurality of votes cast:     Votes For Votes Against Broker Non-Votes Tracy Fitzsimmons 30,742,893 2,336,268 5,317,735 John W. Flora 32,420,276 649,020 5,317,735 Kenneth L. Quaglio 31,279,914 1,788,066 5,317,735   Proposal 2: The Company’s shareholders ratified the appointment of KPMG LLP, as set forth below:   Votes For Votes Against Abstentions Broker Non-Votes 37,902,353 479,912 45,660 -   Proposal 3: The Company’s shareholders approved by advisory vote the compensation paid to the Company’s named executive officers, as set forth below:   Votes For Votes Against Abstentions Broker Non-Votes 32,301,436 561,094 247,660 5,317,735   Item 7.01. Regulation FD Disclosure   The following information is furnished pursuant to Regulation FD:  On April 21, 2020, Shenandoah Telecommunications Company held its annual shareholder meeting.  The materials attached hereto as Exhibit 99.1 and Exhibit 99.2 were presented at the meeting.  The presentations are also available on the Company’s website.   These materials may contain forward-looking statements about Shenandoah Telecommunications Company regarding, among other things, our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “intends,” “may,” “will,” “should,” “could,” or “anticipates” or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. Shenandoah Telecommunications Company undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   The following exhibit is furnished with this Current Report on Form 8-K.   99.1*         Annual Meeting Presentation Slides 99.2*         Annual Meeting Scripts 104           Cover Page Interactive Data File (embedded within the Inline XBRL document)   * Furnished herewith       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.   SHENANDOAH TELECOMMUNICATIONS COMPANY             Date: April 23, 2020 By:  /s/ Raymond B. Ostroski             Raymond B. Ostroski     Vice President - Legal and General Counsel     (Duly Authorized Officer)
Filing details
Ticker
SHEN
CIK
354963
Form type
8-K
Filing date
Apr 23, 2020
Report date
Apr 21, 2020
Document
f8k_042320.htm
Size
8.3 MB