form8k.htm
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 22, 2014
 
 
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)

Registrant’s telephone number, including area code:  (540) 984-4141

Not applicable
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 5.07
Submission of Matters to a Vote of Security Holders.

(a)
On April 22, 2014, Shenandoah Telecommunications Company held its annual shareholder meeting.    At the meeting, the directors set forth below were appointed to three year terms, and three proposals, one to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2014, the second to approve named executive officer compensation, and the third to approve the Company’s 2014 Equity Incentive Plan, 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
  
                   
Douglas C. Arthur
     14,828,647       1,105,515       1,733,615  
                         
Tracy Fitzsimmons
     15,414,867       519,295       1,733,615  
                         
John W. Flora
     15,425,930       508,232       1,733,615  
 
There were no abstentions in the election of directors.
 
Proposal 2:

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

Votes  For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
  
17,496,949
  
98,472
  
72,356
  
-
  

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
  
14,550,606
  
523,105
  
860,451
  
1,733,615
  

 
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Proposal 4:

The Company’s shareholders approved the Company’s 2014 Equity Incentive Plan, as set forth below:

Votes  For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
  
15,079,943
  
567,739
  
286,480
  
1,733,615
  

Item 7.01
Regulation FD Disclosure.

The following information is furnished pursuant to Regulation FD:  On April 22, 2014, 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 9.0
Financial Statements and Exhibits.

 
(d)
Exhibits

The following exhibits are furnished with this Current Report on Form 8-K.
 
Annual Meeting Presentation Slides
Annual Meeting Scripts
 
 
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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 thereunto duly authorized.

SHENANDOAH TELECOMMUNICATIONS COMPANY
    
(Registrant)
    
     
April 22, 2014
/s/ Adele M. Skolits
  
 
Adele M. Skolits
  
 
Vice President - Finance and
  
 
Chief Financial Officer
  
 
(Duly Authorized Officer)
  
 
 
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