UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): May 1, 2018

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Shenandoah Telecommunications Company

(Exact name of registrant as specified in its charter)

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Virginia
(State or other jurisdiction
of incorporation)
 

0-9881

(Commission File Number)

 

 

54-1162807

(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))

 

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 May 1, 2018, 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 2018, 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 Withheld Broker Non-Votes
Thomas A. Beckett 32,384,802 363,936 5,986,628
Richard L. Koontz, Jr. 32,103,977 644,761 5,986,628
Leigh Ann Schultz 32,338,846 409,892 5,986,628

 

Proposal 2:

The Company’s shareholders ratified the appointment of KPMG LLP, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes
37,599,578 1,043,438 92,350 -

 

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 Withheld Abstentions Broker Non-Votes
29,712,225 2,719,863 316,650 5,986,628

 

Item 7.01. Regulation FD Disclosure

 

The following information is furnished pursuant to Regulation FD:  On May 1, 2018, 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.

 

The presentation may contain forward-looking statements about Shenandoah Telecommunications 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 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

 

* 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 thereunto duly authorized.

 

 

 

  SHENANDOAH TELECOMMUNICATIONS COMPANY
   
Dated: May 2, 2018 /s/ James F. Woodward
  James F. Woodward
  Senior Vice President - Finance and Chief Financial Officer