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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, 2015

 

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Shenandoah Telecommunications Company

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(Exact name of registrant as specified in its charter)

 

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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):

☐	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))

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)

On April 21, 2015, Shenandoah Telecommunications Company held its annual shareholder meeting.    At the meeting, the directors set forth below were appointed to three year terms, and two proposals, one to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2015, and the second to approve named executive officer compensation, 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
Ken L. Burch			15,981,842				734,734				1,837,862
Richard L. Koontz, Jr.			16,194,244				522,332				1,837,862
Jonelle St. John			16,156,188				560,388				1,837,862

 

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
	18,329,303				118,482				106,653				-

 

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
	15,745,282				642,056				329,238				1,837,862

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Item 7.01

Regulation FD Disclosure.

The following information is furnished pursuant to Regulation FD:  On April 21, 2015, 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 9.01

Financial Statements and Exhibits.

(d)

Exhibits

The following exhibits are furnished with this Current Report on Form 8-K.

99.1

Annual Meeting Presentation Slides

99.2

Annual Meeting Scripts

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.

 

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