Shareholder Vote

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 25, 2023   _______________________________   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)   (IRS Employer Identification No.)   500 Shentel Way P.O. Box 459 Edinburg , VA 22824 (Address of principal executive offices) (Zip Code)   (540) 984-4141 (Registrant’s telephone number, including area code)   _______________________________    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.   On April 25, 2023, Shenandoah Telecommunications Company (the “Company”) held its annual shareholder meeting. 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 annual meeting of shareholders in 2026.     Votes For Votes Against Abstentions Broker Non-Votes Tracy Fitzsimmons 30,554,150 2,042,051 41,876 7,736,559 John W. Flora 31,795,051 818,754 24,272 7,736,559 Kenneth L. Quaglio 32,337,486 245,677 54,914 7,736,559   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 40,094,528 164,819 115,289 -      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 31,797,144 632,998 207,935 7,736,559   Proposal 4 - Non-Binding Vote on the Frequency of Future Shareholder Votes on Named Executive Officer Compensation   The Company’s shareholders voted, on a non-binding basis, on the frequency of future shareholder votes on the compensation paid to the Company’s named executive officers, as set forth below:   One (1) Year Two (2) Years Three (3) Years Abstentions Broker Non-Votes 30,463,589 138,657 1,957,216 78,615 7,736,559           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: April 26, 2023 /s/ Derek C. Rieger   Derek C. Rieger   Vice President – Legal and General Counsel   (Duly Authorized Officer)