UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 19, 2022, the Board of Directors (the “Board”) of Shenandoah Telecommunications Company (the “Company”) amended and restated the Bylaws of the Company (as amended and restated, the “Bylaws”), effective as of April 19, 2022, to decrease the size of the Board from nine to eight members as set forth in Article II, Section 2 of the Bylaws.
A copy of the Bylaws is filed as Exhibit 3.1 hereto and is incorporated by reference herein. The foregoing summary of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws filed as Exhibit 3.1 hereto.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company’s 2022 Annual Meeting of Shareholders was held on April 19, 2022. 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. Both individuals elected as a Director will serve a three (3) year term expiring at the annual meeting of shareholders in 2025.
| Name of Nominee | For | Against | Abstain | Broker Non-Votes |
| Victor C. Barnes | 31,275,618 | 315,372 | 67,741 | 6,912,205 |
| Christopher E. French | 30,414,080 | 1,210,896 | 33,755 | 6,912,205 |
Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm
The ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, was approved with 38,048,469 votes in favor, 380,228 votes against, and 142,239 abstentions.
Proposal 3 – Non-Binding Vote on Named Executive Officers Compensation
The proposal to approve, on a non-binding basis, the compensation of the Company’s Named Executive Officers as described in the proxy statement was approved with 30,900,516 votes in favor, 635,468 votes against, 122,747 abstentions and 6,912,205 broker non-votes.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws of Shenandoah Telecommunications Company, effective April 19, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHENANDOAH TELECOMMUNICATIONS COMPANY | |
| (Registrant) | |
| Date: April 22, 2022 | /s/ Derek C. Rieger |
| Derek C. Rieger | |
| Vice President – Legal and General Counsel | |
| (Duly Authorized Officer) | |