|
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
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))
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
||
|
|
|
●
|
The Board’s understanding that the voting results with respect to Mr. Gayner were driven primarily by voting policies under which Mr. Gayner is considered to be “overboarded”;
|
●
|
The Board does not believe Mr. Gayner’s service on other public company boards, or as co-chief executive officer of Markel, has adversely affected his service to the Company in his capacity as a director, noting in particular:
|
o
|
Mr. Gayner’s consistently high level of commitment towards the Company and regular engagement with management; and
|
o
|
Mr. Gayner’s perfect attendance record for Board and Board committee meetings during the past three years;
|
●
|
Certain stockholders and corporate governance firms had applied their most restrictive “overboarding” standards to Mr. Gayner because they consider his service as co-chief executive officer of Markel as the equivalent to service as a chief executive officer of a public company, despite the fact that Mr. Gayner shares his duties at Markel with another co-chief executive officer and, accordingly, has a different role at Markel than a typical public company chief executive officer;
|
●
|
The feedback received from stockholders as a result of the Company’s outreach efforts, including feedback from certain stockholders who voted against the election of Mr. Gayner at the Annual Meeting that indicated a potential willingness to support Mr. Gayner remaining on the Board if he were to step down from at least one of the other public company boards on which he currently serves;
|
●
|
Mr. Gayner has indicated his intention to reduce the number of public company boards on which he serves by one by March 31, 2022;
|
●
|
The Company derives numerous benefits from Mr. Gayner’s service on the Board, including his:
|
o
|
Experience, perspective and insights which align with the Company’s focus on long-term results;
|
o
|
Deep understanding of, and long-standing connections to, the Company’s business, both as a member of the Board and as a member of the Board of Directors of Graham Holdings Company (Cable One’s parent company prior to the Company’s July 2015 spin-off), where he has served as a director since January 2007;
|
o
|
Years of service and leadership as the Company’s lead independent director, which has provided stability and continuity during the shift in the Company’s strategic focus to being a broadband-centric connectivity provider;
|
o
|
Capital allocation expertise and related contributions to support the Company’s growth strategy, which has included numerous acquisitions, strategic investments and capital raising transactions since the Company’s July 2015 spin-off from Graham Holdings Company;
|
o
|
Focus on increasing the gender and racial diversity of the Board while serving as Chair of the Nominating and Governance Committee. His efforts have resulted in the addition of only diverse directors (three directors in total), the Board now being comprised of 60% female directors, and female directors serving as Chair of the Board, Chair of the Audit Committee and Chair of the Compensation Committee; and
|
o
|
Understanding of, and involvement with, various stakeholders stemming from his roles at other companies, which provides a unique and valuable resource to the Company; and
|
●
|
The feedback received from some of the Company’s stockholders that such stockholders had also voted against Mr. Gayner, as the Chair and member of the Nominating and Governance Committee of the Board, because of certain provisions included in the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws which require the approval of the Board or the affirmative vote of stockholders holding at least 66 2⁄3% of the combined voting power of the outstanding shares of the Company’s capital stock entitled to vote in the election of directors, voting as a single class, to alter, amend or repeal, or adopt any new provision in, the Company’s Amended and Restated By-laws (collectively, the “Supermajority Vote Requirement”).
|
●
|
The Company intends to seek stockholder approval at the Company’s 2022 annual meeting of stockholders to amend the Supermajority Vote Requirement included in the Company’s Amended and Restated Certificate of Incorporation in order to reduce the required stockholder vote from a 66 2⁄3% of the combined voting power standard to a majority of the combined voting power standard (and a similar amendment would be made to the Company’s Amended and Restated By-Laws if the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation is approved at the Company’s 2022 annual meeting of stockholders); and
|
●
|
If the Company conducts an online annual stockholders meeting in 2022, it intends to do so in an interactive manner in which stockholders may vote and submit questions while attending the meeting via the internet.
|
Cable One, Inc.
|
||||
By:
|
/s/ Peter N. Witty
|
|||
Name:
|
Peter N. Witty
|
|||
Title:
|
Senior Vice President, General Counsel and Secretary
|