0001632127false00016321272023-05-192023-05-19
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): May 19, 2023
___________________________
Cable One, Inc.
(Exact Name of Registrant as Specified in Its Charter)
___________________________
| | | | | | | | |
| 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 per share | | 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 5.07 Submission of Matters to a Vote of Security Holders.
On May 19, 2023, Cable One, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2023, and the final voting results for each matter.
Proposal No. 1: Election of Directors
At the Annual Meeting, the Company’s stockholders voted upon the election of eight director nominees, each to hold office until the 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Effective at the time of the Annual Meeting, the size of the board of directors of the Company (the “Board) was reduced to eight members. The number of votes cast for and against each nominee, as well as the number of abstentions and broker non-votes, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Director Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| Brad D. Brian | | 4,683,624 | | 497,332 | | 8,674 | | 199,422 |
| Deborah J. Kissire | | 4,725,580 | | 455,406 | | 8,644 | | 199,422 |
| Julia M. Laulis | | 5,064,475 | | 116,517 | | 8,638 | | 199,422 |
| Mary E. Meduski | | 5,122,444 | | 57,016 | | 10,170 | | 199,422 |
| Thomas O. Might | | 4,776,733 | | 404,228 | | 8,669 | | 199,422 |
| Sherrese M. Smith | | 5,124,265 | | 55,187 | | 10,178 | | 199,422 |
| Wallace R. Weitz | | 5,104,015 | | 76,924 | | 8,691 | | 199,422 |
| Katharine B. Weymouth | | 3,726,870 | | 1,454,114 | | 8,646 | | 199,422 |
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For | | Against | | Abstain | | Broker Non-Votes | |
| | | 5,360,745 | | 20,215 | | 8,092 | | - | |
Proposal No. 3: Advisory Vote to Approve Compensation of Named Executive Officers for 2022
The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2022. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | For | | Against | | Abstain | | Broker Non-Votes | |
| | | 4,982,540 | | 156,357 | | 50,733 | | 199,422 | |
Proposal No. 4: Advisory Vote to Select the Frequency of Future Advisory Votes on Named Executive Officer Compensation
The Company’s stockholders voted to select, on a non-binding advisory basis, the frequency of future advisory votes on named executive officer compensation. The number of votes cast for a frequency of “One Year,” “Two Years,” and “Three Years,” as well as the number of abstentions, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
| 5,110,356 | | 780 | | 70,338 | | 8,156 | | - |
For Proposal No. 4, in light of the vote of the stockholders on this proposal, the Company has determined to hold future advisory votes on named executive officer compensation every year until the next required stockholder vote on the frequency of such votes is held or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company's stockholders.
Item 8.01 Other Events.
On May 18, 2023, the Company adopted new forms of award agreements for grants of restricted stock units (“RSUs”) to non-employee directors of the Company under the Cable One, Inc. 2022 Omnibus Incentive Compensation Plan (“2022 Plan”). These forms of award agreements are included as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 10.1 | | |
| 10.2 | | |
| 104 | | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
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 hereunto duly authorized.
| | | | | | | | | | | |
| | Cable One, Inc. |
| | | |
| | By: | /s/ Peter N. Witty |
| | | Name: | Peter N. Witty |
| | | Title: | Senior Vice President, General Counsel and Secretary |
Date: May 23, 2023