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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 21, 2026

______________________________

 

 

Shenandoah Telecommunications Company

(Exact name of registrant as specified in its charter)

______________________________

 

Virginia 000-09881 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)

 

(540) 984-4141

(Registrant’s telephone number, including area code)

 

______________________________

 

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 (No Par Value) SHEN NASDAQ Global Select Market

 

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 April 21, 2026, Shenandoah Telecommunications Company (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). 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.

 

Matthew S. DeNichilo, Kenneth L. Quaglio and Michael A. Rhymes will serve a three (3) year term expiring at the Company’s annual meeting of shareholders in 2029.

 

  Votes For Votes Against Abstentions Broker Non-Votes
Matthew S. DeNichilo 36,148,022 559,070 79,070                     8,045,543
Kenneth L. Quaglio 35,884,385 813,946 87,831   8,045,543
Michael A. Rhymes 36,117,763 591,831 76,568                     8,045,543

 

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm

 

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

 

Votes For Votes Against Abstentions Broker Non-Votes
44,613,720 79,837 138,148 -

 

Proposal 3 - Non-Binding Vote on Named Executive Officer Compensation

 

The Company’s shareholders approved, on a non-binding basis, the compensation paid to the Company’s named executive officers, as set forth below:

 

Votes For Votes Against Abstentions Broker Non-Votes
35,844,332 790,299 151,531                     8,045,543

 

 

Item 7.01. Regulation FD Disclosure.

 

On April 21, 2026, following the formal portion of the Annual Meeting, Mr. Christopher French, Executive Chairman of the Board, Mr. Edward McKay, President and CEO and Mr. James Volk, Senior Vice President of Finance and CFO, provided a brief presentation on the Company. The presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
99.1 Presentation Materials from the Annual Meeting, dated April 21, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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 thereunto duly authorized.

 

  SHENANDOAH TELECOMMUNICATIONS COMPANY
   
Dated:  April 22, 2026 /s/ Angela M. Olsen
  Angela M. Olsen
  Vice President – Legal and General Counsel