8-K

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): August 4, 2020

___________________________

Cable One, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-36863	13-3060083
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

210 E. Earll Drive, Phoenix, Arizona	85012
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (602) 364-6000

___________________________

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, par value $0.01	CABO	New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 4, 2020, the board of directors (the “Board”) of Cable One, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the number of directors constituting the Board from 10 to 11 and elected Sherrese M. Smith, 48, to serve as a director of the Company, effective immediately, filling the vacancy resulting from the increase. Ms. Smith was elected as a Class II director with a term expiring at the 2023 Annual Meeting of Stockholders. The Board also named Ms. Smith to serve as a member of the Nominating and Governance Committee effective August 4, 2020.

Ms. Smith will receive cash and equity compensation in accordance with the Company’s Non-Employee Director Compensation Program, as disclosed in the Company’s 2020 Proxy Statement, including an annual equity award grant in the form of restricted stock units under the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan with a grant-date fair value of approximately $125,000 and an annual cash retainer of $75,000, each pro-rated for the portion of the 2020-2021 service year following her election to the Board.

There is no other arrangement or understanding between Ms. Smith or any other person pursuant to which she was elected as a director of the Company. There are no family relationships among Ms. Smith and any of the Company’s directors or executive officers. Ms. Smith has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On August 5, 2020, the Company issued a press release announcing Ms. Smith’s election to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

Exhibit	Description
99.1	Press release issued by Cable One, Inc. on August 5, 2020.
104	The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

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.

Cable One, Inc.
By:	/s/ Peter N. Witty
	Name:	Peter N. Witty
	Title:	Senior Vice President, General Counsel and Secretary

Date: August 5, 2020

EX-99.1

Exhibit 99.1

Sherrese Smith Joins Cable One Board of Directors

August 5, 2020 - Phoenix, AZ -- (BUSINESS WIRE) -- Cable One, Inc. (NYSE: CABO) (the “Company” or “Cable One”) today announced the election of Sherrese M. Smith to the Company’s Board of Directors, which was effective August 4, 2020. Her election increases the size of Cable One’s Board to 11 members.

Smith is a corporate partner at Paul Hastings LLP. She is a member of the firm’s media, technology and telecommunications practice and currently serves as Vice-Chair of the firm’s data privacy and cybersecurity practice.  Smith is also an Adjunct Professor at The George Washington University. Prior to joining Paul Hastings, Smith served as Chief Counsel to Chairman Julius Genachowski at the Federal Communications Commission, before which she was Vice President and General Counsel of Washington Post Digital. Smith holds a bachelor’s degree in Business Administration from the University of South Carolina and a Juris Doctor from the Northwestern University Pritzker School of Law.

“Sherrese is an experienced and highly regarded attorney who has extensively handled complex transactional and regulatory issues in areas impacting our industry, including media, communications, data privacy and technology,” said Julie Laulis, President and CEO of Cable One. “We are very pleased to welcome her to our Board and look forward to benefiting from her insight and acumen as we continue to execute our strategy, drive growth and build long-term shareholder value.”

Smith will serve on the Nominating and Governance Committee of the Board.

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About Cable One

Cable One, Inc. (NYSE: CABO) is a leading broadband communications provider serving more than 900,000 residential and business customers in 21 states through its Sparklight® and Clearwave™ brands. Sparklight provides consumers with a wide array of connectivity and entertainment services, including high-speed internet and advanced Wi-Fi solutions, cable television and phone service. Sparklight Business and Clearwave provide scalable and cost-effective products for businesses ranging in size from small to mid-market, in addition to enterprise, wholesale and carrier customers.

CONTACTS:
Trish Niemann
Senior Director, Corporate Communications
602.364.6372
patricia.niemann@cableone.biz

Steven Cochran

CFO

investor_relations@cableone.biz

XML

Document And Entity Information	Aug. 04, 2020
Document Information [Line Items]
Entity, Registrant Name	Cable One, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 04, 2020
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-36863
Entity, Tax Identification Number	13-3060083
Entity, Address, Address Line One	210 E. Earll Drive
Entity, Address, City or Town	Phoenix
Entity, Address, State or Province	AZ
Entity, Address, Postal Zip Code	85012
City Area Code	602
Local Phone Number	364-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CABO
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001632127