UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A



Proxy Statement Pursuant to Section 14(a) of the Securities 

Exchange Act of 1934 (Amendment No.            )

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 2, 20221, 2023

To Our Stockholders:

The 20222023 annual meeting of stockholders of Consolidated Communications Holdings, Inc. (the “Company”) will be held in a virtual meeting format only on May 2, 20221, 2023 at 9:00 a.m., central time. The 20222023 annual meeting of stockholders (the “Annual Meeting”) is being held virtually in light of continued public health concerns regarding the COVID-19 pandemic and for the following purposes:

Only stockholdersholders of record of our outstanding shares of common stock at the close of business on March 3, 20222, 2023 are entitled to vote at the meeting or at any postponement or adjournment thereof. You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/CNSL2023.

A complete list of our stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder, for any purpose germane to the meeting, at our corporate headquarters, 2116 South 17th Street, Mattoon, Illinois 61938, during ordinary business hours for a period of ten days before the Annual Meeting and at the time and place of the Annual Meeting.

Your vote is very important. We hope that you will attend the virtual meeting, but whether or not you plan to attend, please vote your shares in advance so that your shares will be represented. If you received a printed copy of the proxy materials by mail, you may vote your shares by proxy using one of the following methods: (i) vote via the Internet; (ii) vote by telephone; or (iii) complete, sign, date and return your proxy card in the postage-paid envelope provided. We encourage you to vote via the Internet, as this is the most cost-effective method to cast your vote. If you received only a Notice of Internet Availability of Proxy Materials by mail, you may vote your shares at the Internet site address listed on your notice. If you hold your shares through an account with a bank, broker or similar organization, please follow the instructions you receive from the holder of record to vote your shares.

	By Order of the Board of Directors,
March 21, 2023	J. Garrett Van Osdell
	Chief Legal Officer & Secretary

March 22, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 2, 2022 — Our1, 2023 - The Notice of Annual Meeting, Proxy Statement and 2021our 2022 Annual Report to Stockholders are Available at www.proxyvote.com. Stockholders of Record as of the Record Date will be able to Attend the Stockholder Meeting Online by Visiting www.virtualshareholdermeeting.com/CNSL2022.

TABLE OF CONTENTS

Forward-Looking Statements

Certain statements in this Proxy Statement constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business, strategy, financial position and results of operations and environmental, social and governance initiatives, as well as our goals and objectives for environmental sustainability, human capital management, diversity and inclusion, and data security and protection. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: economic and financial market conditions generally and economic conditions in our service areas; various risks to the price and volatility of our common stock; changes in the valuation of pension plan assets; the substantial amount of debt and our ability to repay or refinance it or incur additional debt in the future; our need for a significant amount of cash to service and repay the debt restrictions contained in our debt agreements that limit the discretion of management in operating the business; our need for substantial capital expenditures for our operations; our need for continued receipt of support from various funds established under federal and state laws, such as network access and subsidies; rapid development and introduction of new technologies; intense competition in the telecommunications industry; shifts in our product mix; risks associated with our possible pursuit of or failure to consummate acquisitions or dispositions; disruptions in our networks and infrastructure; cyber-attacks, information or security breaches or technology failure of ours or of a third party; risks associated with the rights-of-way for the network; disruptions in the relationship with third party vendors or our ability to obtain necessary hardware, software and operational support from third party vendors; losses of key management personnel and our ability to attract and retain highly qualified management and personnel in the future; our ability to enter into new, or renew existing, collective bargaining agreements with our employees; changes in the extensive governmental legislation and regulations governing telecommunications providers and the provision of telecommunications services; new or changing tax laws or regulations; telecommunications carriers disputing and/or avoiding their obligations to pay network access charges for use of our network; high costs of regulatory compliance; increasing video content costs; the competitive impact of legislation and regulatory changes in the telecommunications industry; liability and compliance costs regarding environmental regulations and ESG initiatives; risks associated with discontinuing paying dividends on our common stock; and the potential for the rights of our Series A Preferred Stock to negatively impact our cash flow; and other risk factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as updated by the Company’s other SEC filings, copies of which are available free of charge on the Company's website at ir.consolidated.com. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes, but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. The Company assumes no, and expressly disclaims any, obligation to update these forward-looking statements, except as required by law.

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC.

2116 South 17th Street, Mattoon, Illinois 61938

PROXY STATEMENT

This proxy statementProxy Statement contains information related to the 20222023 annual meeting of stockholders of Consolidated Communications Holdings, Inc., a Delaware corporation (the “Company,” “Consolidated,” “we,” “our” or “us”), that will be held in a virtual meeting format only, on May 2, 20221, 2023 at 9:00 a.m., central time, and at any postponements or adjournments thereof. The approximate first date this proxy statementProxy Statement and proxy card, as well as a copy of our combined 20212022 Annual Report to Stockholders and Annual Report on Form 10-K for the year ended December 31, 2021,2022, are being made available is March 22, 2022.21, 2023.

ABOUT THE MEETING

What is the purpose of this proxy statement?Proxy Statement?

The purpose of this proxy statementProxy Statement is to provide information regarding matters to be voted on at the 20222023 annual meeting of our stockholders.stockholders (the “2023 annual meeting” or the “annual meeting”). Additionally, it contains certain information that the Securities and Exchange Commission (the “SEC”) requires us to provide annually to stockholders. The proxy statementProxy Statement is also the document used by our boardBoard of Directors (our “board” or our “board of directors”) to solicit proxies to be used at the 20222023 annual meeting. Proxies are solicited by our board to give all stockholdersholders of record of outstanding common stock, par value $0.01 per share (our “common stock”) as of the record date an opportunity to vote on the matters to be presented at the annual meeting, even if the stockholders cannot attend the meeting. The board has designated J. Garrett Van Osdell and Steven L. ChildersFred A. Graffam III as proxies (the “Proxy Holders”), who will vote the shares represented by proxies at the annual meeting in the manner indicated by the proxies.

Why did I receive a one-page notice regarding internet availability of proxy materials instead of a full set of proxy materials?

The SEC rules allow companies to choose the method for delivery of proxy materials to stockholders. For most stockholders, the Company has elected to mail a notice regarding the availability of proxy materials on the Internet (the “Notice of Internet Availability of Proxy Materials” or the “Notice”), rather than sending a full set of these materials in the mail. The Notice of Internet Availability of Proxy Materials, containing instructions on how to access this Proxy Statement and our 2022 Annual Report to Stockholders and vote online, or a full set of the proxy materials (including this Proxy Statement and form of proxy), as applicable, was sent to stockholders beginning March 22, 2022,21, 2023, and the proxy materials were posted on the investor relations portion of the Company’s website, http://ir.consolidated.com, and on the website referenced in the Notice on the same day. Utilizing this method of proxy delivery expedites receipt of proxy materials by the Company’s stockholders and lowers the cost of the annual meeting. If you would like to receive a paper or e-mailprinted copy of the proxy materials, you should follow the instructions in the Notice for requesting a copy.such materials.

What proposals will be voted on at the annual meeting?

Stockholders will vote on the following proposals at the annual meeting:

Who is entitled to vote?

Each outstanding share of our common stock entitles its holder to cast one vote on each matter to be voted upon at the annual meeting. Only stockholdersholders of recordoutstanding common stock at the close of business on the record date, March 3, 2022,2, 2023 (the “record date”) are entitled to receive notice of the annual meeting and to vote the shares of common stock that they held on that date at the meeting, or any postponement or adjournment of the meeting. If your shares are held for you by a beneficial holder in “street name” please refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do to vote your shares. Please see the next question below for a description of a beneficial owner in “street name.”

A complete list of stockholders entitled to vote at the annual meeting will be available for examination by any stockholder at our corporate headquarters, 2116 South 17th Street, Mattoon, Illinois 61938, during normal business hours for a period of ten days before the annual meeting and at the time and place of the annual meeting.

What is the difference between a stockholder of record and a beneficial holder of shares?

If your shares are registered directly in your name with our transfer agent, Computershare, Inc., you are considered a stockholder of record with respect to those shares. If this is the case, we have provided you with instructions on how to view the proxy materials.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, the instructions on how to view the proxy materials have been forwarded to you by your brokerage firm, bank or other nominee, which is considered the stockholder of record with respect to these shares. As the beneficial holder, you have the right to direct your broker, bank or other nominee how to vote your shares. Please contact your broker, bank or other nominee for instructions on how to vote any shares you beneficially own. You must follow their instructions for your shares to be voted.

Who can attend the meeting?

All stockholders of record as of March 3, 20222, 2023 or their duly appointed proxies, may attend the meeting. To participate in the annual meeting, you will need the 16-digit control number included on your noticeNotice of Internet availabilityAvailability of the proxy materials,Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. The meeting webcast will begin promptly on May 2, 20221, 2023 at 9:00 a.m., central time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., central time, and you should allow time for the check-in procedures. If you lose your 16-digit control number, you may join the annual meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the record date.

How can I attend the annual meeting?

In light of continued public health concerns regarding the COVID-19 pandemic, thisThis year’s annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CNSL20223. You also will be able to vote your shares electronically at the annual meeting (other than shares held through the Company’s 401(k) Plan, which must be voted prior to the meeting).

Will there be a Question and Answer session during the annual meeting?

As part of the annual meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted during the meeting that are pertinent to the Company and the meeting matters, as time permits. If there are matters of individual concern to a stockholder and not of general concern to all stockholders, or if a question posed was not otherwise answered, we provide an opportunity for stockholders to contact us separately after the meeting through our Investor Relations website. Only stockholders that have accessed the annual meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the meeting?” will be permitted to submit questions during the annual meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the annual meeting webpage for stockholders that have accessed the annual meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the meeting?”.

What constitutes a quorum?

A quorum of stockholders is necessary to hold the annual meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the combined voting power of the shares of commoncapital stock outstanding on the record date and entitled to vote at the meeting will constitute a quorum. As of March 3, 2022,2, 2023, the record date, 113,612,846114,680,271 shares of our common stock were outstanding.

Proxies received but marked as withheld, abstentions, or broker non-votes will be included in the calculation of the number of shares considered present at the meeting for purposes of establishing a quorum. In the event that a quorum is not present at the annual meeting, we expect that the annual meeting will be adjourned or postponed to solicit additional proxies.

How do I vote?

If you are a stockholder of record, you may vote by any of the following methods:

We recommend that you vote in advance even if you plan to attend the meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. Internet and telephone voting facilities for stockholders of record will close on April 30, 2023 at 11:59 p.m. Eastern Time.

If you are a stockholder of record and attend the meeting, you may vote online during the meeting. If you attend the meeting online, you will need your 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting.

If your shares are held in “street name,” you are considered the “beneficial owner” of those shares. As a beneficial owner, you have the right to direct your broker, trustee or nominee how to vote, or to vote your shares during the annual meeting. You should refer to the information forwarded to you by your bank, broker or other holder of record to see what you must do in order to vote your shares, including whether you may be able to vote electronically through your bank, broker or other record holder. If so, instructions regarding electronic voting will be provided by the bank, broker or other holder of record to you as part of the package that includes this proxy statement.Proxy Statement.

Can I revoke or change my vote after I submit my proxy?

Yes. Even after you have submitted your proxy, you may revoke or change your vote at any time before the proxy is voted by:

If your shares are held in “street name,” you may revoke or change your vote by voting at the annual meeting if you obtain a proxy as described in the answer to the previous question.

How many votes are required for the proposals to pass?

How are abstentions and broker non-votes treated?

A vote “withheld” or an “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder abstains from voting on ProposalProposals No. 2, No. 3, No. 4 or No. 3,5, it will have the same effect as a vote “AGAINST” that proposal. With respect toIf a stockholder “withholds” from voting on Proposal No. 1, abstentionssuch votes withheld will have no effect. Broker non-votesVotes withheld and sharesabstentions are counted as to which proxy authority has been withheld with respect to any matter are notpresent and entitled to vote for purposes of determining whether stockholder approval for that matter has been obtained and, therefore, will have no effect on the outcome of the vote on any such matter, where it will have the same effect as a vote “AGAINST” that proposal. quorum.

A broker “non-vote” occurs on a proposal when shares held of record by a broker are present or represented at the meeting but the broker is not permitted to vote on that proposal without instruction from the beneficial owner of the shares and no instruction has been given. A broker has discretionary authority under the rules of the New York Stock Exchange to vote street name shares on Proposal No. 2, a routine matter, even if the broker does not receive voting instructions from the beneficial owners, but will not have discretionary authority to vote on Proposals No. 1, No. 3, No. 4 or No. 5, non-routine matters. As a result, we do not expect any broker non-votes for Proposal No. 2 and broker-non votes will have no effect on the outcome of Proposals No. 1, No. 3, No. 4 or No 5. Broker non-votes do count for determining whether a quorum is present.

What if I do not specify a choice for a matter when returning a proxy?

Stockholders should specify their choice for each matter when submitting their proxies. If no specific instructions are given, properly submitted proxies will be voted:

What are the board’s recommendations?

The board’s recommendations, together with the description of each proposal, are set forth in this proxy statement.Proxy Statement. In summary, the board recommends that you vote:

Unless you give other instructions otherwise, the Proxy Holders will vote in accordance with the recommendations of the board of directors.

What happens if additional matters are presented at the annual meeting?

Other than the threefive proposals described in this proxy statement,Proxy Statement, we are not aware of any other business to be acted upon at the annual meeting.

Pursuant to the provisions of Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to any other matter that properly comes before the meeting, if you grant a proxy, the persons named as the Proxy Holders on the enclosed proxy card will vote your shares as recommended by the board of directors or, if no recommendation is given, in their own discretion.

Will anyone contact me regarding this vote?

No arrangements or contracts have been made or entered into with any solicitors as of the date of this proxy statement,Proxy Statement, although we reserve the right to engage solicitors if we deem them necessary. If done, such solicitations may be made by mail, telephone, e-mail, the Internet or personal interviews.

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Who will tabulate and certify the vote?

A representative from Broadridge Financial Solutions, Inc. will tabulate the votes and act as Inspector of Elections.

What do I do if I receive duplicate sets of proxy materials?

You may receive more than one set of proxy materials. This duplication will occur if you have shares registered in different names or your shares are in more than one type of account maintained by Computershare, Inc., our transfer agent. To have all your shares voted, you should vote each set of proxy materials you receive.

ANNUAL REPORT

Will I receive a copy of Consolidated’s 20212022 Annual Report to Stockholders?

Our 20212022 Annual Report to Stockholders for the fiscal year ended December 31, 20212022 was made available to stockholders concurrently with this proxy statement.Proxy Statement. The Notice contains directions to access this Proxy Statement on our website and for requesting a paper copy of the 20212022 Annual Report to Stockholders, andwhich can also be obtained by following the instructions below. The 20212022 Annual Report to Stockholders includes our audited financial statements, along with other financial information about us, which we urge you to read carefully.

How can I receive a copy of Consolidated’s Annual Report on Form 10-K?

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, as filed with the SEC on March 4, 2022,3, 2023, is included in the 20212022 Annual Report to Stockholders.

You can also obtain, free of charge, a copy of our Annual Report on Form 10-K, including all exhibits filed with it, by:

Consolidated Communications Holdings, Inc.

Attn: Investor Relations

2116 South 17th Street

Mattoon, Illinois 61938-3987; or

You can also obtain a copy of our Annual Report on Form 10-K and other periodic filings that we make with the SEC from the SEC’s EDGAR database at www.sec.gov.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) AND RISK MANAGEMENT

OurIn 2022, our board and management team remainremained focused on corporate social responsibility and managing environmental, social and governance risks and opportunities. Our board has general oversight responsibility for our risk-management programs and is actively engaged with management in setting the strategic direction of the Company. Our directors provide continual and valuable guidance to management on risk mitigation strategies (see “Corporate Governance and Board Committees - Board oversight of risk” on page 20)22). In order to maintain effective board oversight of risk across our business, our board delegates certain elements of its oversight function to individual committees. As set forth in its charter, our audit committee supports the board in risk oversight of accounting and financial reporting processes, compliance with legal and regulatory requirements and the oversight of our independent auditors. Our audit committee also monitors enterprise risk-management policies and oversees the responsibilities, performance and effectiveness of the Company’s internal audit function.

For 2021,2022, we updated and published anour Environmental, Social and Governance (ESG) report on our website which includes more specific reporting on key ESG metrics, but neither such report nor any other materials on our website (including the policies and wematerials mentioned in this proxy statement) are incorporated into this proxy statement by reference. We have also included a discussion of CSRESG initiatives and activities in this year’s proxy statement to reinforce our commitment to these matters and demonstrate their importance to our board and management team. Our board also remains committed to constructive engagement with our stockholders. For 2022,In 2023, we expect to go further withbuild upon our ESG efforts, focusing more acutelywith continued focus on employee engagement, risk management, environmental sustainability and our larger societal purpose. As part of this initiative, we intend to measure and begin reporting on key ESG metrics more specifically.

Social Responsibility and Human Capital Management

Our board is also engaged in how we attract, develop, retain and manage our employees. As of March 1, 2022,2023, we employed approximately 3,3003,200 employees, including part-time employees. We know that our people are essential to our ability to deliver value to our stockholders, and we strive to create an inclusive environment that reflects the different backgrounds, experiences, ideas and perspectives of our employees. We take great pride in beingIn 2022, we were again named a “2021 Best-in-Class Employer” by Gallagher in recognition of our efforts to optimize employee and organizational wellbeing.

We believe it is critical to promote and protect human rights in all the communities we serve, and in our relationships with our employees and vendors. As a long-standing employer and business partner, we striveare committed to fosterfostering a work culture that respects and promotes fundamental human rights. Consistent with these goals, we have an establishedThis commitment is reflected in our Human and Labor Rights Policy to create awarenesswhich establishes our standards and establish expectations related to legal requirements, ethical practices and human rights.

Annually, our board meets to review our succession strategy for key roles, including the role of the CEO, taking into account our key priorities and long-term business strategy. CEO succession planning discussions are led by the chair of our corporate governance committee, and discussions and planning takestake place with our entire board. Our directors have direct access to and interaction with members of the senior management team, and our board is regularly updated on matters involving our workforce and workplace culture as part of its oversight role.

Integrity and Ethical Business Conduct

We place the highest value on the integrity of our directors, officers and employees and we require integrity and ethical conduct in the workplace and in our business transactions. We insist on ethical dealings with others and on the ethical handling of actual or apparent conflicts of interest within personal and professional relationships. When an ethical issue or concern needs to be addressed in the workplace, we attempt to foster a work environment where discussions can take place without the fear of retribution and also provide a system of reporting and access for anyone who wishes to report a suspected violation. Directors, officers and employees are required to deal honestly and fairly with our customers, collaborators, competitors and other third parties. In our dealings with customers and suppliers, we prohibit making or receiving bribes, kickbacks or any other improper payments, direct or indirect, to any representative of government, labor union, customer or supplier in order to obtain a contract, commercial benefit or government action. We also ask our vendors and suppliers to adhere to the same standards of legal and ethical business conduct. We are committed to doing business with suppliers and vendors in a way that positively influences our strategic and operational goals, complies with applicable laws and regulations, provides high-quality goods and services at competitive prices, and delivers exceptional customer serviceservice. Our Code of Business Conduct and offers competitive pricing.Ethics (available at consolidated.com/ethics) summarizes the legal, ethical and regulatory standards we follow and is a reminder to our directors, officers, employees, vendors and customers of our obligation to uphold this commitment.

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Diversity and Inclusion

We embrace diversity, equity and inclusion (D&I) (DEI) and seek to hire and retain high-quality employees of all backgrounds and experiences. We believe diversity of backgrounds contributes to different ideas, which in turn drives better results for our customers and our stockholders. We respect differences and diversity as qualities that enhance our efforts as a team and believe embracing diversity and a culture of inclusion makes our company a better place to work. In accordance with these core values, we are committed to pursuing greater diversity in the workplace and in positions of leadership as we strive to create a work environment that provides equal access to information, development and opportunity. In 2021,2022, we formed anlaunched a Diversity, Equity and Inclusion Council, including a cross-functional team to provide input and guidance aimed at building a company environment where differences are welcomed, every employee feels supported and can be successful, and our customers and communities are recognized and respected. The Council has provided resources, training, education and information as we advance in our diversity council as part of an enhancedjourney. Additionally, the DEI Council adopted a formal Diversity, Equity and comprehensive employee engagement initiative,Inclusion Policy, and we partneredcontinued our partnership with diversity and veteran-focused job sites to attract a larger and more diverse pool of job candidates. Our employees again completed approximately 3,000 hours of training on discrimination and harassment prevention on topics that included ageism, anti-bullying and respect for people from other racial, ethnic and religious groups. We builtBuilding upon our D&IDEI initiatives from last year, we created a Pronoun Resource Guide to help employees navigate discussions around gender identity and conducted diversity trainingpronoun use, and promote a more welcoming environment to employees across the gender spectrum. The DEI Council also regularly publishes stories on our DEI Intranet page highlighting a variety of cultural traditions, holidays and notable events for our executive teampeople across different faiths, ethnicities and other senior leaders.backgrounds. As we look ahead, we are actively working to help advance our diversity journey and build upon our practices on diversity, inclusion and fairness.

Safe, Healthful and Secure Workplace

We also strive to create and provide a safe, healthful and secure workplace that is free from discrimination or harassment. Our core values of “Integrity First” and “Evolving and Constantly Improving” are reflected in workplace policies and procedures that protect against behavior that creates an offensive, hostile, or intimidating work environment. Physical harm or threats, direct or implied, and illegal acts of harassment, including sexual harassment, are violations of our Code of Business Conduct and are not tolerated. We recruit, hire, assign and promote without regard to race,race/ethnicity, nationality, color, religion, sex, sexual orientation, gender identity or expression, age, national origin, disability or any other factor prohibited by law. We also reasonably accommodate qualified applicants with covered disabilities who can perform the essential functions of the job with or without reasonable accommodations. Safety is a top priority and we have a strong, ongoing commitment to ensure employees are properly trained and have appropriate safety and emergency equipment. WeIn 2022, we continued to make extraordinary effortstake steps to keep our employees safe, in 2021 during the COVID-19 pandemic, as well asand provide employees with proper general environmental health and safety training and relevant training on work-related hazards they may experience. At Consolidated, pandemics are included as part of our emergency operations plan and preparedness training. Since the onset of the COVID-19 pandemic, we have continued to institute the following measures: providing field

Our employees with all required personal protective equipment; enforcing a face covering policyagain engaged in accordance with CDC guidelines; transitioning employees to remote work; increased sanitation of company buildings and work spaces; restricting non-essential travel; encouraging vaccination; and requiring all employees to complete online COVID-19 safety training. In addition, we developed a portal for COVID-19 support and resources for our customers, with updates on the company’s safety measures and pandemic response.

In 2021, recurring yearly certifications for mandatory, legally compliant, workplace harassment trainings were established within the company’s online employee training system. OurFor 2022, our employees completed nearly 30,00036,600 safety and human resource compliant training modules. We believe that ourmodules, across 154 different topics and totaling approximately 16,000 hours of training time. Our efforts to reduce the number of accidents and injuries by refining targeted safety training appears to have paid off, as our rate of worker’s compensation claims dropped by 16%18.5% year-over-year. In conjunction with our fiber expansion plans, we updatedexpanded our Code of Safety Practices forto cover our contractors to help ensuresafeguard the health and safety of all employees,workers, customers and our communities.

Commitment to Our Communities

We also believe that extending safe and responsible work habits intoare deeply engaged in the communities we serve helpand aim to make them better places to live and work. We value the principles that guide and inspire us to be a good neighbor, deliver reliable services and products, and connect people in all that we do, every day. For more than 125 years, we have forged a strong legacy and tradition of philanthropy and employee volunteerism within the communities we serve. We believe engaging in and supporting the community improves the quality of life and creates a more vibrant place to live and work.

Since 1984, on the third Saturday in September, Consolidated Communications along with employees, family members and community volunteers hosts the Special Olympics Family Festival (SOFF) in Mattoon, Illinois for Special Olympic Athletes from east central Illinois. This event has grown and evolved to what Special Olympics International calls “the biggest event of its kind in the world,” and for 2022, there were more than 600 Special Olympic Athletes and 1,200 volunteers who participated.

In 2021,2022, we provided more than $1.4$1.8 million in support to local communities, including contributions to more than nearly 350450 community non-profits and organizations through our company giving programs, educational grant program, foundation grants, economic development initiatives, community events and sponsorship. Some highlights include: $60,000$22,250 given as part of our Consolidated Connects educational grant program to 20 different schools to promote creative learning and digital literacy; $170,000$150,000 to 22 non-profits in Minnesota as part of our Minnesota Community Fund; and over $111,000$142,000 to organizations innon-profits serving their respective communities through the California and Kansas chapters of the Consolidated Communications Foundation, supporting essential and critical community needs like fighting hunger and homelessness. For our efforts, we were honored to makereceive the Sacramento Business Journals list of top 10Journal’s 2022 Corporate Philanthropic Foundations. Also, asCitizen Award. As part of our ongoing fiber build efforts, we focused on the expansion we invested over $364 millionof rural broadband in broadband developmentunserved and underserved communities and completed more than 400,000 fiber upgrades in rural communities across our markets.2022.

In 2021,2022, our employees reported 4,0006,600 volunteer hours despite ongoing limitations associated within support of local non-profit programs and initiatives across our 20-plus state service area. We kicked off our Consolidated Cares program, which supports employees who volunteer at least 25 hours by providing the COVID-19 pandemic. In recognitionnonprofit organization of their volunteerism, we award distinguished employees who are committed to corporate stewardshipchoice with a $250 contribution.  As a result of the program and supportingour employees’ generosity with their time, Consolidated contributed more than $10,000 during the communities we serve with Community Service Awards.program’s inaugural year.

Environmental Sustainability

Our employees are also proud to serve our customers, investors, business partners, and communities asand be good stewards of the Earth and the environment. We are committedstriving to operatingoperate our business in a sustainable business and mitigateway that mitigates the impact we have on the planet and our natural environment. Our executives play an active role in overseeing responsible environmental practices and programs, and our board of directors is advised on our management of ESG initiatives.

As Consolidated transforms into a fiber-first company, we are seeing tremendous benefits for our customers, but beyond this, we are also taking advantage of the environmental opportunity that fiber expansion provides to build a more sustainable network. Optical fiber itself is made entirely from readily available materials, reduces power consumption of our network, and is more reliable, reducing truck rolls and our carbon footprint. The impact of fiber broadband is exponential, giving each customer served the power to reduce their own carbon footprint by empowering customers to work, play and communicate digitally while avoiding emissions related to traditional means of travel for meetings and gatherings.

We continue to find sensible ways to minimizereduce waste in our offices and facilities. The turnoverReplacement of outdated customer equipment and network materials is a unique challenge for our business, and we believe in the importance of addressing this issue with an effective recycling program. In the field, wire and equipment is processed and sorted for shipment to approved recyclers. Through the proper disposal of old computers and office technology products, to the recycling of cardboard, paper, electronics, glass, plastic, aluminum and other items at our primary offices and larger administrative locations, we hope to contribute positively to sustainability. Recognizing the impact waste can have on the communities we serve, we provide consumer education on the value of recycling phone directories, offer recycle bins and promote local recycling events. Our phone directories are printed on recycled paper and include an option for customers to opt-out of receiving future directories, further reducing their environmental impact. Customers also have the option to enroll in paperless billing, which we promote as a way to reduce waste. We comply with state, federal and local laws related to hazardous waste and when necessary, hire certified and compliantas of 2022, 100% of our waste disposal companies to dispose of materials in a safe and environmentally friendly manner.vendors are ISO 14001 Certified.

Our investments in energy conservation and efficiency reflect our aspirations to reduce the impact our energy use has on the environment. In our buildings and facilities, important steps have been taken in recent years to reduce our energy consumption, including: updating boilers and HVAC systems with high-efficiency units; adding motion-sensitive and/or LED lighting in office areas; employing active-monitoring of our heating and cooling facilities to adjust to changes in ambient temperature and humidity; and reducing the footprint of our network and computing systems by upgrading our legacy power systems in our central offices with new, high efficiency T-Box rectifiers that utilize less energy and generate less heat. In 2021, the beginning stages of a program was initiated to replace2022, we upgraded fluorescent lighting in 49 of our buildings with more efficient LED bulbs utilizing newer technology.that reduce energy usage and costs. Our objective is to extend this program to addresscontinue upgrades in company locations inacross all markets, including central offices, garages, administrative buildings and outside plant network huts. The new bulbs are expected to be 64% more efficient than the fluorescent bulbs currently in place and 30% more efficient than our existing LED lighting.

We are aware of global climate change and want to take advantage of areas where we can make a positive impact by reducing emissions. In markets where it is available, we areThe company has two solar initiatives serving our properties in the process of pursuing solar offset energy for a portion of our power use. In Maine, we have entered into a program to participate in a community solar projectMinnesota that will reduce the amount of carbon-based energy required to supply the energy needs of our northern Mainethose locations. More projects of this nature are expected in the planning stagesnear future for southern Maine, Minnesota andour other markets.

We believe it is important to know where we stand in terms of energy and resource usage, and we have historically tracked such usage. To provide transparency to stakeholders and the public with respect to usage and the tracking of our environmental footprint, and we have again provided for the first time this year quantitative metrics that showshowing our approximate resource usage in our annual ESG Report, available through our website. In an effort to reduce transportation and fuel-related emissions, we encouragehave moved to a hybrid work environment, with 48% of employees to limit airworking remotely most days, and automobile travel andwe encourage the use of technology solutions, such as video or phone conferencing, whenwhenever possible. We have also begun effortscontinue to supplement our fleet with more fuel-efficient vehicles that emit less carbon, instituting a policy to purchase vehiclesand as of 2022, 43% of our fleet is equipped with at least flex-fuel technology. In our Northern New England market, we added all-electric vehicles

We are proud to our fleetoffer comparatively low and plan to continue this in 2022.

Through the utilization ofreduced energy services, including Voice over Internet Protocol (VoIP), which reduces the need for travel by business customers is reduced as the service allows for effective and productive telecommuting options. Additionally, we continue to implement a streaming video strategy utilizing our proprietary and third-party over-the-top (OTT) television platforms and solutions, reducing the need for traditional cable set-top boxes that contribute to carbon emissions, waste and energy use is eliminated through our use of proprietary and third-party over-the-top (OTT) television platforms and solutions.use. By working with business partners who also embrace green initiatives and the conservation of natural resources, we strive to balance environmental and fiscal responsibilities when making purchasing decisions. By educating our employees and customers on environmental issues and our sustainability initiatives and providing them with information on how they can put environmentally friendly practices in place at home and work, we are able to establish and maintain a culture of awareness and action.

Expanding Broadband Deployment

We are also committed to expanding broadband deployment and providing all Americansconsumers and businesses across our service area with digital opportunity,reliable broadband services, striving to bridge the “digital divide” in our country. As part of our plan to deliver fiber to the home to more than 70% of our service area by 2025,2026, we invested over $364$600 million in broadband development to unserved and underserved rural communities,capital initiatives in 2022, an investment we hope will go a long way towards bridging the Rural Digital Divide. rural digital divide. Our multi-year fiber build plan, our pursuit of public-private partnerships in rural areas and our ongoing participation in federal and state broadband subsidy programs such as the Connect America Fund (CAF) Phase II Program and the Rural Digital Opportunity Fund (RDOF), are examples of our commitment to investing in and expanding our network to unserved and underserved communities. In 2021, our public-private partnerships2022, the company partnered with the Maine Connectivity Authority to bring multi-gig broadband to 34,000 rural homes in New England resultedMaine, funded in part with an additional 20,000 passingsNTIA grant.  In Vermont, the Company worked closely with the Southern Vermont Communications Union District (CUD) to townsbring broadband to 12,000 homes in New Hampshire and Maine.Bennington County, including more than 400 previously unserved homes. We continue to offer eligible low-income residential customers the opportunity to participate in the FCC’s Lifeline Program,and Affordable Connectivity Programs, which allows subscribers to receive a monthly discount on voice and qualifying Internet services.

Data Security and Protection

The safeguarding of our customers’ personal information is of the highest importance to us. We do not sell, rent or disclose personally identifiable information to any third party for marketing purposes or other reasons that are not related to rendering the services we provide to our subscribers (or activities related to our services), except as required by applicable law or with the customer’s consent. See our privacy policy (www.consolidated.com/privacy) to learn more about how we protect our customers’ personal information.

Business and personal interaction in the world today has become increasingly reliant upon the delivery of data of all types across telecommunications carrier networks and Consolidated recognizes the need for these networks to be as protected and reliable as possible. Consolidated management takes a vigilant approach to identifying and addressing data security risks through its Information Security Risk Management and Governance programs. These programs include supply chain and vendor risk management activities, software component analysis, and business impact analysis. Additionally, Consolidated has a comprehensive architectural security program which includes active monitoring and detection along with detailed triage and response plans that outline the steps necessary to investigate, identify and mitigate cyber security risks. As part of its cyber security risk mitigation approach, Consolidated carries Cyber Security Insurance, and senior leadership briefs the board of directors on information security matters on a quarterly basis. Biennially, we are assessed by the Department of Homeland Security against National Institute of Standards and Technology (NIST) 800-53 controls and in 2022, Consolidated rolled out a comprehensive cybersecurity awareness program to educate employees as to the cyber risks related to the technology with which our employees interface.

Over the last three years, Consolidated has not incurred any expenses related to data breach penalties or settlements, and in 2022, Consolidated had no security breaches affecting customer personal information or internal company data. As a data privacy champion, we provide ongoing consumer education on how to protect our customers’ personal data and, more broadly, how to keep our customers and their families safe online. We also recognize and support the principle that all organizations share the responsibility of being conscientious stewards of personal information and we have undertaken significant efforts to educate our customers, employees and communities on safe online practices. Internally, our employees are kept abreast of the latest cybersecurity risks and threats and are regularly provided with educational content and information to minimize risks to our network and business systems. We maintain and regularly update actionable tips on online safety and data privacy practices at www.consolidated.com/staysafeonline.

ESG-related information included herein and on our website is not necessarily “material” under the federal securities laws for SEC reporting purposes, as these disclosures are informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information that has been provided to us with respect to the beneficial ownership of shares of our common stock for (i) each stockholder who is known by us to own beneficially more than 5% of the outstanding shares of our common stock, (ii) each of our directors, (iii) each of our executive officers named in the Summary Compensation Table on page 41,44, and (iv) all of our current directors and current executive officers as a group. Unless otherwise indicated, each stockholder shown on the table has sole voting and dispositive power with respect to all shares shown as beneficially owned by that stockholder. Unless otherwise indicated, this information is current as of March 3, 2022,1, 2023, and the address of all individuals listed in the table is as follows: Consolidated Communications Holdings, Inc., 2116 South 17th Street, Mattoon, Illinois 61938.

* Less than 1.0% ownership

PROPOSAL NO. 1 — THE ELECTION OF EACH OF THE EIGHT DIRECTORS NAMED IN THIS
PROXY STATEMENT TO SERVE UNTIL THE NEXT ANNUAL MEETING OF STOCKHOLDERS OR
UNTIL THEIR RESPECTIVE SUCCESSORS ARE ELECTED AND QUALIFIED

Our board of directors consists of eight directors. In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, our directors are elected each year to hold office for a one-year term. The board, including the corporate governance committee, proposed that the following eight nominees be elected at the annual meeting, each of whom will hold office until the next annual meeting and until his or her successor shall have been elected and qualified:

Director nominees

Set forth below is information with respect to our director nominees regarding their experience. After the caption “Board Contributions,” we describe some of the specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for the Company. There are no family relationships among our directors and executive officers.

Business experience of continuing directorsdirector nominees

Robert J. Currey serves as our Chairman of the board of directors. Mr. Currey has served as one of the Company’s directors and as a director of our predecessors since 2002 and served as our CEO from 2002 until December 31, 2014. From 2002 to November 2013, he also served as our President. From 2000 to 2002, Mr. Currey served as Vice Chairman of RCN Corporation, a competitive telephone company providing telephony, cable and Internet services in high-density markets nationwide. From 1998 to 2000, Mr. Currey served as President and CEO of 21st Century Telecom Group. From 1997 to 1998, Mr. Currey served as Director and Group President of Telecommunications Services of McLeodUSA, which acquired our predecessor in 1997. Mr. Currey joined our predecessor in 1990 and served as President through its acquisition in 1997. Mr. Currey previously served as a director of Cartesian, Inc.

Board Contributions: Mr. Currey is a long-time, industry veteran and has significant experience leading other companies in the telecommunications and media sector. He is well known throughout the telecommunications industry and is respected as an opinion leader especially among mid-sized telecom carriers. Because of his experience and his role as our former CEO until December 31, 2014, Mr. Currey also has substantial knowledge of the Company, including its operations and strategies.

Andrew S. Frey joined our board in December 2021 and is a partner at Searchlight Capital Partners, L.P. (“Searchlight”), a global private equity firm. Prior to joining Searchlight in 2011, Mr. Frey was a managing principal at Quadrangle Group where he primarily focused on telecommunications and technology investments. Mr. Frey currently serves on the board of directors of each of Mitel Networks Corporation, Ziply Fiber, LLC and Global Risk Partners Limited. Mr. Frey previously served as a director of Shift4 Payments, Inc., Uniti Group Inc., and Hemisphere Media Group, Inc. Mr. Frey received a B.S. in finance and B.A.S. in systems engineering from the University of Pennsylvania.

Board Contributions: Mr. Frey has substantial experience working with public and private telecommunications and technology companies. We believe Mr. Frey is qualified to serve on our board due to his deep knowledge of the industry, his extensive understanding of equity and debt capital markets, as well as his current and past positions on other boards, including his prior service as a board observer of the Company.

David G. Fuller joined our board in October 2020, and issince March 2022 has served as an Operating Partner with Searchlight, Capital Partners, a private equity firm, where he plays an advisory role to their Technology, Media and Telecom practice. From March 2021 to January 2022, Mr. Fuller served as the President of Rogers Wireless, Canada’s largest mobile operator, a part of Rogers Communications Inc., a Canadian communications and media company. Previous to this, he was a Senior Advisor to the global Technology, Media and Telecom practice of Boston Consulting Group. From 2014 until January 2019, Mr. Fuller was an Executive Vice-President of TELUS Corporation, a Canadian telecommunications company, and President, TELUS Consumer and Small Business Solutions. He previously served as the Chief Marketing Officer of TELUS from 2009 to 2014 and the Senior Vice-President, Business Solutions Marketing from 2004 to 2009. Prior to joining TELUS, Mr. Fuller spent 15 years in the management consulting industry with a number of firms, culminating in the country managing partner role at KPMG Consulting. Mr. Fuller is a member of the board of directors of Great-West Lifeco, Ziply Fiber and of Mitel Networks. Mr. Fuller previously served as a director of MindBeacon HoldingHoldings Inc., Enstream LP and the Ontario Science Centre. Mr. Fuller is a Professional Engineer and holds a bachelor of applied science in engineering from Queen’s University and an MBA from the Schulich School of Business at York University and a Bachelor of Applied Science in Engineering from Queen’s University.

Board Contributions: Mr. Fuller is a seasoned executive and business advisor with substantial experience in all aspects of the telecommunications industry. He brings an in-depth knowledge of our sector and contributes critical skills and knowledge of marketing, sales and operations to our board, as well as a deep background in broadband and wireless technologies. Mr. Fuller’s contributions to our board are further augmented by both his extensive public and private board experiences across a number of industries, and his extensive experience as a management consultant and technology executive.

Thomas A. Gerke has served as a director since February 2013. Mr. Gerke is currently a Sr. Vice President atserved as General Counsel and Chief Administrative Officer of H&R Block, a global consumer tax services provider, and served as its General Counsel and Chief Administrative Officer from January 2012 to January 2022. At H&R Block, Mr. Gerke has had a number of other roles and responsibilities, including leadership of the human resources function and serving as interim Chief Executive Officer. From January 2011 to April 2011, Mr. Gerke served as Executive Vice President, General Counsel and Secretary of YRC Worldwide, a Fortune 500 transportation service provider. From July 2009 to December 2010, Mr. Gerke served as Executive Vice Chairman of CenturyLink, a Fortune 500 integrated communications business. From December 2007 to June 2009, he served as President and CEO at Embarq, then a Fortune 500 integrated communications business. He also held the position of Executive Vice President and General Counsel – Law and External Affairs at Embarq from May 2006 to December 2007. From October 1994 through May 2006, Mr. Gerke held a number of executive and legal positions with Sprint, serving as Executive Vice President and General Counsel for over two years. Mr. Gerke is currently a member of the Boardboard of Directorsdirectors of MGP Ingredients, Inc. (NASDAQ:(Nasdaq: MPGI) and is a former director of CenturyLink, Embarq, the USTelecom Association and Tallgrass Energy GP, LCC,LP, the General Partner of Tallgrass Energy, LP (NYSE: TGE), a provider of natural gas transportation and storage services. In addition, he is a former member of the Rockhurst University Boardboard of Trusteestrustees and The Greater Kansas City Local Investment Commission Boardboard of Trustees.trustees.

Board Contributions: Mr. Gerke has substantial experience in the telecommunications sector. His leadership and industry experiences bring a strong and knowledgeable operational and strategic perspective to the board’s deliberations. He also brings perspective from service on other boards. Although Mr. Gerke is not currently a member of our audit committee, he also qualifies as an “audit committee financial expert” under SEC guidelines.

Roger H. Moore has served as a director since July 2005. Mr. Moore was President and Chief Executive Officer of Illuminet Holdings, Inc., a provider of network, database and billing services to the communications industry, from October 1998 to December 2001, a member of its board of directors from July 1998 to December 2001, and its President and CEO from January 1996 to August 1998. In December of 2001, Illuminet was acquired by VeriSign, Inc. and Mr. Moore retired at that time. From September to October 1998, he served as President, CEO and a member of the board of directors of VINA Technologies, Inc., a telecommunications equipment company. From June 2007 to November 2007, Mr. Moore served as interim President and CEO of Arbinet. From December 2007 to May 2009, Mr. Moore served as a consultant to VeriSign, Inc. Mr. Moore also presently serves as a director of VeriSign, Inc. and was previously a director of Western Digital Corporation.

Board Contributions: Mr. Moore is a seasoned telecommunications executive with a deep background in the industry and very strong technical aptitude. He has a strong entrepreneurial bent and is a knowledgeable analyst of the evolution of telecommunications and the impact of new technologies on our business. He brings perspective from service on other boards. Although Mr. Moore is not currently a member of our audit committee, he also qualifies as an “audit committee financial expert” under SEC guidelines.

Maribeth S. Rahe has served as a director since July 2005. Ms. Rahe has served as President and CEO of Fort Washington Investment Advisors, Inc. since November 2003. Ms. Rahe is currently a member of the board of directors of First Financial Bancorp and First Financial Bank. From January 2001 to October 2002, Ms. Rahe was President and a member of the board of directors of U.S. Trust Company of New York, and from June 1997 to January 2001, was its Vice Chair and a member of the board of directors.

Board Contributions: Ms. Rahe has a deep background as a senior executive in the banking industry and is well attuned to developments in the capital markets and their potential impact on the Company. She provides a strong risk-management perspective and oversees the board’s succession planning efforts. She also qualifies as an “audit committee financial expert” under SEC guidelines and serves as our audit committee chair.

Marissa M. Solis joined our board in January 2022 and currently servessince November 2021 has served as the Senior Vice President of Global Brand and Consumer Marketing at the National Football League. Prior to this, Ms. Solis spent 18 years at Pepsico where she held numerous marketing leadership roles in brand marketing, portfolio marketing, partnerships and omnichannel media. She served as Senior Vice President at Pepsico's Frito Lay North America Division from October 2019 to November 2021 and prior to that role served as Vice President and General Manager of the Hispanic Business Unit at Pepsico Beverages North America from October 2017 to October 2019. Prior to joining Pepsico, Ms. Solis was a management consultant at Deloitte Consulting from September 2000 to November 2003. She began her career in 1995 as a Brand Manager in Procter & Gamble Latin America. Ms. Solis holds her master’s degree in public administration and public affairs from the University of Texas at Austin and her bachelor’s degree in international economics from Georgetown University.

Board Contributions: Ms. Solis has significant experience leading consumer marketing, advertising and brand strategy initiatives. Because she has served in a variety of roles focused on product innovation and the customer experience, we believe she will be a valuable asset for the Company as we execute on our fiber growth plan and continued transformation. We also believe Ms. Solis’s substantial experience with consumer marketing and branding, including the creation of business strategies for core brands, will be complementary to and balance the knowledge of our other Boardboard members.

C. Robert Udell, Jr. serves as our President and CEO and as a director. Mr. Udell served as Chief Operating Officer from May 2011 to December 31, 2014, and as President from November 2013 until December 31, 2014. He became President and CEO on January 1, 2015. He has served as a director since November 2013. From 1999 to 2004, Mr. Udell served in various capacities at the predecessor of our Texas operations, including Executive Vice President and Chief Operating Officer. From 2004 to November 2013, Mr. Udell served as Senior Vice President. Prior to joining the predecessor of our Texas operations in March 1999, Mr. Udell was employed by our predecessor from 1993 to 1999 in a variety of senior roles, including Senior Vice President, Network Operations and Engineering. He serves as the former Vice Chair and Chairman of the board of directors of the USTelecom Association and is on the board of the Greater Conroe Economic Development Council. He is also a former member of the Boardboard of Trusteestrustees for The John Cooper School.

Board Contributions: Mr. Udell has been in the telecommunications industry for more than 2535 years and has worked in a number of capacities. He brings a broad knowledge of our operating environment, key trends in technology and regulation, and market forces impacting the Company. Because of his role as President and CEO of the Company, he is also able to provide the board with in-depth insight into the Company’s current performance and future plans.

Business experience of continuing executive officerofficers

Steven L. Childers C. Robert Udell, Jr.serves as CFO and Treasurer  Information regarding Mr. Udell is described above under “Business experience of the Company. Mr. Childers director nominees.”

Fred A. Graffam III, 56, has served as CFO since April 2004our Executive Vice President, Chief Financial Officer and as Treasurer since December 2022. From October 20192017 to November 2022, Mr. Graffam was the Executive Vice President and alsoChief Financial Officer of Monitronics International, d/b/a Brinks Home Security, a leading home security company in North America. Mr. Graffam had served as CFO and TreasurerSenior Vice President of Finance, Investor Relations & Corporate Development of DigitalGlobe, Inc. from November 2016April 2015 to October 2017. From April 20032017, as its Interim Chief Financial Officer from September 2014 to April 2004, Mr. Childers servedMarch 2015 and as Vice President of Finance.Financial Planning and Analysis from July 2013 to August 2014. From January 2003April 2012 to April 2003,July 2013, Mr. Childers servedGraffam was Senior Vice President and Chief Financial Officer - North America/APAC Region at Level 3 Communications, Inc. (Level 3). Before joining Level 3, he spent 17 years with Comcast Corporation, serving as the Director of Corporate Development. From 1997 to 2002, Mr. Childers served in various capacities at McLeodUSA, including asSenior Vice President of Customer Service, Vice President of Salesits Beltway Region from 2008 to 2011 and as a member of its Business Process Teams, leading an effortSenior Vice President-Finance, West Division from 2002 to implement new revenue assurance processes and controls.2008. Mr. Childers joined the Company’s predecessor in 1986 and served in various capacities through its acquisition by McLeodUSA in 1997, including as President of its former Market Response division and in various finance and executive roles. Mr. ChildersGraffam is a director forcertified public accountant and holds a bachelor’s degree from the Sarah Bush Lincoln Health Center and serves as ChairmanAlfred Lerner College of its Finance, Audit and Compliance committee. He is also a memberBusiness & Economics at the University of the Business Advisory Board for Eastern Illinois University.Delaware.

Contributions: Mr. Graffam has over 30 years of experience in financial management, operations and accounting. He has held strategic leadership roles at public and private companies in telecommunications, cable and technology companies. We believe his substantial experience with subscription-based revenue businesses, his strong business and operational acumen, and a deep knowledge of our industry are significant assets to the Company.

Board Diversity Matrix

The matrix below summarizes certain information regarding the diversity of our board of directors as of March 1, 2023:

Board recommendation and stockholder vote required

The board of directors recommends a vote “FOR” the election of each of Robert J. Currey, Andrew S. Frey, David G. Fuller, Thomas A. Gerke, Roger H. Moore, Maribeth S. Rahe, Marissa M. Solis and C. Robert Udell, Jr. (Proposal No. 1).

The affirmative vote of a plurality of the votes cast at the meeting at which a quorum is present is required for the election of each of the eight director nominees named above.

CORPORATE GOVERNANCE AND BOARD COMMITTEES

Are a majority of the directors independent?

Yes. The corporate governance committee undertook its annual review of director independence and reviewed its findings with the board of directors. During this review, the board of directors considered relationships and transactions between each director or any member of his or her immediate family and Consolidated and its subsidiaries and affiliates, including those reported in this proxy statementProxy Statement under “Certain Relationships and Related Transactions.” The board of directors also examined relationships and transactions between directors or their affiliates and members of our senior management. The purpose of this review was to determine whether any such transactions or relationships compromised a director’s independence.

The board also considered the relationship between the Company and H&R Block, a company that purchases telecommunications services from the Company in the ordinary course of business, because Mr. Gerke is an officer of H&R Block. The Company received $92,139$82,848 in payments from H&R Block in 20212022 from 4134 separate H&R Block locations. The board concluded that since certain of the services provided by the Company to H&R Block are offered pursuant to state and federal tariffs, and that purchases of all services were made on customary business terms, this relationship was not material for purposes of The NASDAQ Stock Market LLC’s (“NASDAQ”) listing standards and would not influence Mr. Gerke’s actions or decisions as directors of the Company.

As a result of this review, our board of directors affirmatively determined that Messrs. Currey, Fuller, Gerke, Moore and Frey and Mses. Rahe and Solis are independent for purposes of Rule 5605(a)(2) of NASDAQ’s MarketplaceNasdaq Rules. The board also determined that each member of the audit committee, Messrs. Gerke and Fuller and Ms. Rahe, satisfy the heightened standards of independence for audit committee members set forth in Rule 10A- 3(b)(1) of the Exchange Act. Additionally, the board determined that each member of the compensation committee, Messrs. Currey, Frey and Moore and Ms. Rahe, satisfy the heightened standards of independence for compensation committee members pursuant to Rule 5605(d)(2)(A) of the NASDAQ MarketplaceNasdaq Rules.

How are our directors compensated?

The compensation committee reviews compensation and benchmarking data for the Company’s outside directors in connection with setting board retainer levels and compensation for serving on board committees. For 2021,2022, non-employee directors, with the exception of our non-executive Chairman, received the following cash compensation:compensation, which was unchanged from 2021:

In addition to the cash compensation described above, a restricted sharestock award of 22,08821,055 shares was made to each of the directors, other than Mr. Udell, in May 2021on March 7, 2022 pursuant to the Amended and Restated Consolidated Communications Holdings, Inc. Long-Term Incentive Plan, as amended (the “LTIP”). The number of shares granted to these directors was determined by dividing a target value of $148,649 by the 20-day average closing price of the Company’s stock ($6.737.06 per share) as of two trading days before the award date. The target value was increased in 2022 based on a competitive benchmark analysis of our peer groupgroup’s non-employee director compensation and the compensation committee’s desire to award equity incentive awards at the 50% benchmark level.50th percentile of the market. The actual grant date value of the awards was $165,660,$99,169, reflecting a fair value of $7.50$4.71 per share on May 3, 2021.the grant date. These restricted sharestock awards vested in full on December 5, 2021.2022.

Mr. Udell does not receive compensation for his service on the board. Mr. Udell’s compensation is set forth in the Summary Compensation Table and explained further in the Compensation Discussion and Analysis section of this proxy statement.Proxy Statement.

We also reimburse all non-employee directors for reasonable expenses incurred to attend board and board committee meetings. Reimbursable expenses were lower in 2021 as the board conducted in-person meetings only in July and October. All other regular and special meetings in 2021 were held via videoconference.

Compensation for directors for 2022 was determined following a review of an October 2021 was benchmarked againstpeer group assessment conducted by Willis Towers Watson (“WTW”), our independent compensation consultant. In 2021, WTW developed a new peer group of 13 companies. Willis Towers Watson, our independent compensation consultant, developed this peer group11 companies to evaluate compensation against companies similar in size and scope to us and with whom we compete for investors. For more information regardingIn 2022, WTW updated the role of the independent compensation consultant and our2021 peer group see “Compensation Discussion and Analysis — Executive Compensation Objectives” on page 29.analysis to reflect general market changes in director compensation practices, but we did not make any changes to the peer group.

How is our non-executive Chairman compensated?

Mr. Currey serves as the independent Chair of our independent Board Chair.board of directors. In this capacity, Mr. Currey receives andan annual cash retainer of $200,000.$200,000 instead of the cash compensation described above for our other non-employee directors. In addition, Mr. Currey received an annual restricted stock grantaward with a grant date fair value of $165,660$99,169 on May 3, 2021,March 7, 2022, consistent with all other non-employee directors.

Director summary compensation table

The table below discloses all compensation provided to each non-employee director of the Company in 2021.2022.

Stock ownership guidelines for non-employee directors

The board has well-establishedcompany maintains guidelines regarding stock ownership by non-employee directors. The ownership guidelines require non-employee directors to own a level of qualifying equity securities with an aggregate market value of at least three times the annual board cash retainer payable to them.

Our stock ownership guidelines provide that, until a non-employee director satisfies the applicable holdingownership requirement, he or she is required to retain 100% of any covered shares. Covered shares include shares owned directly or indirectly by the non-employee director, and the after-tax value of vested stock option awards and vested restricted stock (i.e., following the disposition of shares reflecting shares sold or withheld to (i) pay any applicable exercise prices for an equity award or (ii) satisfy withholding tax obligations arising in connection with the exercise, vesting, or payment of an award.award). Non-employee directors must meet the stock ownership requirement within five years of becoming a member of the board. All of our non-employee directors have met this requirement or are within the five-year grant period and are otherwise expected to meet their objectives within the five-year timesatisfy this requirement.

How often did the board meet during 2021?2022?

The board met seven times during calendar year 2021.2022. Each director attended at least 75% of the board meetings and meetings of board committees on which they served. In connection with regularly scheduled meetings of the board or committees of the board during 2021,2022, the independent directors held 4four meetings at which only independent directors, or only independent directors and Mr. Currey, were present.

What is the policy regarding director attendance at annual meetings?

Absent special circumstances, each director is expected to attend the annual meeting of stockholders. Each of the Company’s then-current directors attended the 20212022 annual meeting of stockholders, which was held virtually.

What is the leadership structure of the board?

In consultation with the corporate governance committee, the board reviews the leadership structure from time to time in order to ensure that the board’s leadership structure is optimal for the board at the current time. Until November 2013, the board had separated the Chairman’s role from the CEO’s role. When Mr. Currey became Chairman of our board of directors in November 2013, the board determined that it would be in the best interests of the Company if he retained the CEO title as well, as a part of the Company’s succession plan. Effective January 1, 2015, as a planned additional step in the CEO succession plans, Mr. Currey became Executive Chairman of our board, but no longer acted as the Company’s Chief Executive Officer. Mr. Udell became President and CEO on January 1, 2015. On January 1, 2018, as the final step in the CEO succession plan, the board appointed Mr. Currey as the non-executive Chairman of our board of directors. The board believes this current separation of duties is in the best interest of the Company. Mr. Currey is a long-time industry veteran and has relationships with other industry participants and the various regulatory and public policy bodies with whom the Company must interact. By serving as Chairman, Mr. Currey is able to bring this knowledge to bear as he works with Mr. Udell, our President and CEO, in the daily decision-making and long-term strategy development for the Company. This structure also provides continuity of leadership and a respectful climate of informed and open dialogue and debate on topics important to the Company and its stockholders. The board does not have a lead independent director, but each of the board’s committees is composed solely of independent directors. Mr. Currey became an independent director under NASDAQ Marketplacethe Nasdaq Rules on December 31, 2020 following the expiration of the three-year period of his transition to non-executive Chairman. The board will continue to review the leadership structure of the board from time to time and will appoint a lead independent director if it determines that doing so would be in the best interests of the Company and its stockholders.

What committees has the board established?

The board has standing audit, corporate governance and compensation committees. The membership of the standing committees currently is as follows:

* indicates member

Audit Committee. The audit committee consists of Messrs. Gerke and Fuller and Ms. Rahe. Ms. Rahe serves as the Chair. The board has determined that all members of the audit committee are independent for purposes of Rule 5605(a)(2) of NASDAQ’s MarketplaceNasdaq Rules and Rule 10A-3(b)(1) of the Exchange Act. The board has also determined that in addition to being independent, and Ms. Rahe is an “audit committee financial expert” as such term is defined under the applicable SEC rules and is presumed to be financially sophisticated for purposes of Rule 5605(c)(2)(A) of NASDAQ’s Marketplacethe Nasdaq Rules.

The audit committee met fourfive times during 2021.2022. The board has adopted an audit committee charter, which may be found by accessing the investor relations section of our website at http://ir.consolidated.com and clicking on the “Corporate Governance”“Governance” link.

The principal duties and responsibilities of the audit committee are to assist the board in fulfilling its responsibilities with respect to its oversight of:

Our audit committee is also responsible for the following:

The audit committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel andoutside legal, accounting or other advisors as it reasonably deems necessary to fulfillcarry out its responsibilities and duties. See the “Report of the Audit Committee of the Board of Directors” on page 23.26.

Corporate Governance Committee. The corporate governance committee consists of Messrs. Moore, Fuller and Gerke. Mr. Gerke serves as the Chair. The board has determined that each of Messrs. Moore, Fuller and Gerke are independent for purposes of Rule 5605(a)(2) of NASDAQ’s Marketplacethe Nasdaq Rules.

The corporate governance committee met fourfive times during 2021.2022. The board has adopted a corporate governance committee charter, a copy of which may be found by accessing the investor relations section of our website at http://ir.consolidated.com and clicking on the “Corporate Governance”“Governance” link.

The principal duties and responsibilities of the corporate governance committee are as follows:

In evaluating candidates for directorships, our board, with the assistance of the corporate governance committee, will take into account a variety of factors it considers appropriate, which may include strength of character and leadership skills; general business acumen and experience; broad knowledge of the telecommunications industry; knowledge of strategy, finance, internal business and relations between telecommunications companies and government; age; diversity; number of other board seats; and willingness to commit the necessary time to ensure an active board whose members work well together and possess the collective knowledge and expertise required by the board. We have paid customary search fees in consideration for assistance in identifying potential nominees to our board. While the board has not adopted a specific policy regarding diversity, it believes the diverse backgrounds and perspectives of its current directors, as described above for each nominee and current director under the heading “Board Contributions,” are well suited to the oversight of the Company’s management team, its business plans and its performance.

Compensation Committee. The compensation committee consists of Mr. Moore, who serves as its Chair, Mr. CurreyFrey and Ms. Rahe. The board has determined that each of Mr. Currey,Frey, Ms. Rahe and Mr. Moore is independent for purposes of Rule 5605(a)(2) of NASDAQ’s Marketplacethe Nasdaq Rules, and satisfies theincluding its heightened standards of independence for compensation committee members pursuant to Rule 5605(d)(2)(A) of NASDAQ’s Marketplace Rules.members.

The compensation committee met twicesix times during 2021.2022. The board has adopted a compensation committee charter, a copy of which may also be found by accessing the investor relations section of our website at http://ir.consolidated.com and clicking on the “Corporate Governance”“Governance” link.

The principal duties and responsibilities of the compensation committee are as follows:

Additional information on the compensation committee’s processes and procedures for the consideration and determination of executive and director compensation are addressed in the “Compensation Discussion and Analysis –  Processes and Procedures for the Consideration and Determination of Executive and Director Compensation” section of this proxy statement.Proxy Statement.

Changes to Committee Assignments in 2021 and 2022. In 2021 and 2022, the corporate governance committee and our board reviewed the composition of committee roles and effectuated certain committee reassignments among directors to balance and refresh membership. Based on this review,Mr. Frey joined the compensation committee in April 2021,February 2022 and Mr. GerkeCurrey stepped down from the compensation committee and joined the audit committee and Mr. Currey joined the compensation committee. Mr. Frey also joined the compensation committee in FebruaryMay 2022. These changes to compensation committee membership were made in accordance with the requirements of ourthe compensation committee charterscharter and the rules and guidelines applicable to membership on such committees.committee.

Role of independent compensation consultant

The compensation committee has directly engaged Willis Towers WatsonWTW as its outside consultant to assist it in reviewing the effectiveness and competitiveness of the Company’s executive compensation and outside director programs and policies. Pursuant to its charter and NASDAQ listing standards, theThe compensation committee regularly reviewshas considered the independence of Willis Towers Watson, relativeconsistent with Nasdaq requirements, and has determined that it is independent. Further, pursuant to key factors, including whether:

SEC rules, the compensation committee conducted a conflicts of interest assessment and determined there is no conflict of interest resulting from retaining Willis Towers Watson.

The Company paid Willis Towers WatsonWTW $96,868 for services provided to the compensation committee in 2022 and $85,208 for services provided to the compensation committee in 2021 and $76,040 for services provided to the compensation committee in 2020. Willis Towers Watson2021. WTW also provided pension actuarial services and individual employee pension benefit calculations support to the Company during 2021, for which the Company paid Willis Towers Watson $91,985. The Company also paid Willis Towers Watson $109,261 for other pension-related services, technical and administrative services, and certain other out-of-scope services in 2021.during 2022, for which the Company paid WTW $169,536. The pension trust paid Willis Towers Watson $519,989WTW $539,804 for actuarial and technicalbenefit administration and benefit administrationrelated services; $185,716$77,746 for pension-related services, including actuarial and accounting services, as well as services relating to anthe finalization of the prior year annuity purchase completed in 2021;purchase; and $461,863$492,192 in investment management fees. The decision to engage Willis Towers WatsonWTW for these services was made by the Company’s human resource staff and the pension committee of management. The Company’s relationship with Willis Towers Watson (and its predecessor Watson Wyatt)WTW is longstanding, pre-dating the Company’s initial public offering of stock, whereby Willis Towers WatsonWTW performs ad hoc issue analysis as requested from time-to-time by management, and neither the compensation committee nor the board approved such other services.

Willis Towers Watson’sWTW’s work in 20212022 consisted principally of performing analysis and providing recommendations concerning the compensation programs for the Company’s directors and senior management personnel, as well as consulting support on compensation and performance metrics and pension actuarial services, including:

For a further description of this work, please refer to the Compensation Discussion & Analysis section.

Board oversight of risk

The Company’s board of directors has responsibility for general oversight of risk management of the Company, including ESG-related risks, and has delegated oversight of certain risks, as appropriate, to the audit committee, the compensation committee and the corporate governance committee, as further described below.

As set forth in the audit committee charter, the audit committee reviews with management and, to the extent the committee deems it appropriate, with the independent auditors or counsel to the corporation,Company, compliance with laws and regulations, major pending litigation, and risks and exposures relating to financial reporting, particularly disclosure and SEC reporting, disclosure controls, internal control over financial reporting, accounting, internal and independent auditors, financial policies, and tax, investment, credit and liquidity matters.

The compensation committee reviews compensation risk to determine whether compensation policies and practices for employees are reasonably likely to have a material adverse effect on the corporation,Company, including whether the design or operation of the corporation’sCompany’s compensation programs encourage employees to engage in excessive risk-taking, is aligned to the interests of stockholders, promotes effective leadership and leadership development, and appropriately awards pay for performance. In doing so, the committee reviews the overall program design, as well as the balance between short-term and long-term compensation, the metrics used to measure performance and the award opportunities under the corporation’sCompany’s incentive compensation program, and the implementation of other administrative features designed to mitigate risk such as vesting requirements. In February 2021,2022, the compensation committee reviewed the Company’s compensation policies and practices and determined that these programs are not reasonably likely to have a material adverse effect on the corporation.Company.

The corporate governance committee reviews with management and, as the committee deems useful, consultants or legal counsel, the areas of material risk to the corporationCompany relating to (i) management continuity and succession planning, (ii) board and board committee continuity and succession, (iii) directors’ and officers’ liability insurance, and (iv) other corporate governance matters.

Management has an enterprise risk management (“ERM”) steering committee in place which includes the CFO and other key executives. The CFO, as ERM committee chairman, is the primary liaison between management and the board regarding the ERM implementation and process. The steering committee has responsibility for the implementation and oversight of the ongoing ERM process including identifying, prioritizing and assigning ownership of key risks. The management team has primary responsibility for monitoring and managing these key risks which could affect the Company’s operating and financial performance. ERM is a standing agenda item on the quarterly board meeting agenda. At least annually, upon reviewing and establishing the financial and operating targets for the next fiscal year, the management team reviews, with the full board, the key risks facing the Company during the upcoming year and the plans the Company has put in place to mitigate those risks.

Searchlight designation rights

In connection with Searchlight’s strategic investment in the Company in September 2020, as described below, Searchlight III CVL, L.P., an affiliate of Searchlight (the “Investor”) and the Company entered into a governance agreement (the “Governance Agreement”), pursuant to which the Investor received certain governance rights, including the right to designate up to two directors to the Company’s board of directors for so long as the Investor’s as-converted common stock ownership percentage is at least 20% and certain approval rights with respect to actions taken by the Company. For so long as the Investor’s ownership is at least 10%, the Investor shall be entitled to nominate one designee to the board and for so long as the Investor’s ownership is at least 5%, the Investor shall be entitled to nominate at least one board observer to attend meetings of the board. For so long as the Investor has a director designee serving on the Company’s board of directors, it is required to vote all shares of common stock beneficially owned by it pro rata with the Company’s shareholders with respect to all director nominees other than the Investor’s director designees. The Investor has designated Andrew S. Frey and David G. Fuller to be its nominees for election to our board.

On September 13, 2020, the Company and Searchlight entered into an Investment Agreement, pursuant to which the Investor invested an aggregate of $425.0 million in the Company in exchange for 39,338,753 shares of the Company’s common stock and a subordinated note, which was converted into 434,266 shares of Series A Preferred Stock. See Footnote 4 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 for a more detailed discussion of this transaction.

The Series A Preferred Stock ranks senior to the common stock and each other class or series of capital stock the terms of which do not expressly provide that such class or series ranks on a parity basis with or senior to the Series A Preferred Stock as to dividend rights, rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company and redemption rights.

The Investor, as the holder of Series A Preferred Stock has one (1) vote per share on any matter on which holders of Series A Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent. The Investor does not have the right to vote on matters other than those specified in the Certificate of Designations, which include matters related to declaration of dividends, capital stock authorizations and issuances, certain restricted payments, incurrence of debt, asset sales, transactions with affiliates, and other matters. The Investor has the right to elect two directors, in addition to its director designation rights under the Governance Agreement, for specified breaches, including the failure to pay dividends for a specified period. On November 22, 2022, in connection with certain financing transactions, the Investor entered into a limited waiver of the payment of dividends and, as a result, its right to elect an additional two directors was not triggered in that instance of non-payment of dividends.

Stockholder recommendations for director nominations

As noted above, the corporate governance committee considers and establishes procedures regarding recommendations for nomination to the board, including nominations submitted by stockholders. Recommendations of stockholders should be timely sent to us, in accordance with the deadlines set forth under the caption “Stockholder Proposals for 20232024 Annual Meeting,” either in person or by certified mail, to the attention of the Secretary, Consolidated Communications Holdings, Inc., 2116 South 17th Street, Mattoon, Illinois 61938. Any recommendations submitted to the Secretary should be in writing and should include whatever supporting material the stockholder considers appropriate in support of that recommendation and must include the information that would be required to be disclosed under the SEC’s rules in a proxy statement soliciting proxies for the election of such candidate and a signed consent of the candidate to serve as our director, if elected. The corporate governance committee will evaluate all potential candidates in the same manner, regardless of the source of the recommendation. Based on the information provided to the corporate governance committee, it will make an initial determination whether to conduct a full evaluation of a candidate. As part of the full evaluation process, the corporate governance committee may, among other things, conduct interviews, obtain additional background information and conduct reference checks of the candidate. The corporate governance committee may also ask the candidate to meet with management and other members of the board.

Communications with directors

Stockholders interested in communicating directly with the board or the independent directors may do so by writing to the Secretary, Consolidated Communications Holdings, Inc., 2116 South 17th Street, Mattoon, Illinois 61938. The Secretary will review all such correspondence and forward to the board or the independent directors a summary of that correspondence and copies of any correspondence that, in his opinion, deals with functions of the board or that he otherwise determines requires their attention. Any director or any independent director may, at any time, review a log of all correspondence received by the Company that is addressed to members of the board or independent directors and request copies of such correspondence. Any concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the audit committee and handled in accordance with the procedures established by the audit committee with respect to such matters.

Code of Business Conduct and Ethics

The board has adopted a Code of Business Conduct and Ethics (the “Code”), a copy of which may be found by accessing the investor relations section of our website at http://ir.consolidated.com and clicking on the “Corporate Governance”“Governance” link. Under the Code, we insist on honest and ethical conduct by all of our directors, officers, employees and other representatives, including the following:

We are also committed to providing our stockholders and investors with full, fair, accurate, timely and understandable disclosure in the documents that we file with the SEC. Further, we will comply with all laws, rules and regulations that are applicable to our activities and expect all of our directors, officers and employers to obey the law.

Our board of directors and audit committee have established the standards of business conduct contained in this Code and oversee compliance with this Code. Training on this Code is included in the orientation of new employees and has been provided to existing directors, officers and employees. If it is determined that one of our directors, officers or employees has violated the Code, we will take appropriate action including, but not limited to, disciplinary action, up to and including termination of employment. If it is determined that a non-employee (including any contractor, subcontractor or other agent) has violated the Code, we will take appropriate corrective action, which could include severing the contractor, subcontractor or agency relationship.

The audit committee

The audit committee is made up solely of independent directors, as defined in the applicable NASDAQ and SEC rules, and it operates under a written charter, which was last amended on April 30, 2018 and which is available by accessing the investor relations section of our website at http://ir.consolidated.com. The charter of the audit committee specifies that the purpose of the audit committee is to assist the board of directors in fulfilling its oversight responsibility for:

In carrying out these responsibilities, the audit committee, among other things, supervises the relationship between the Company and its independent auditors including making decisions with respect to their appointment or removal, reviewing the scope of their audit services, pre-approving audit engagement fees and non-audit services and evaluating their independence. The audit committee oversees and evaluates the adequacy and effectiveness of the Company’s systems of internal and disclosure controls and internal audit function. The audit committee has the authority to investigate any matter brought to its attention and may engage outside counsel for such purpose.

The Company’s management is responsible, among other things, for preparing the financial statements and for the overall financial reporting process, including the Company’s system of internal controls. The independent auditor’s responsibilities include (i) auditing the financial statements and expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles and (ii) auditing the financial statements and expressing an opinion on the effective operation of, the Company’s internal control over financial reporting.

The audit committee met fourfive times during fiscal year 2021.2022. The audit committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. The audit committee’s meetings include executive sessions with the Company’s independent auditor and, at least quarterly and at other times as necessary, sessions without the presence of the Company’s management.

REPORT OF THE AUDIT COMMITTEE TO THE BOARD OF DIRECTORS

As part of its oversight of the Company’s financial statements, the audit committee reviewed and discussed with management and Ernst & Young LLP, the Company’s independent auditor, the audited financial statements of the Company for the fiscal year ended December 31, 2021.2022. The audit committee discussed with Ernst & Young LLP such matters as are required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with(the “PCAOB”) and the Audit Committee, relating to the conduct of the audit.SEC. The audit committee also has discussed with Ernst & Young LLP the auditor’s independence from the Company and its management, including the matters in the written disclosures and the letter the audit committee received from the independent auditor as required by applicable requirements of the Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence) regarding the independent accountant’s communications with the audit committee concerning independence, and discussed with the independent auditor the independent auditor’s independence.

Based on its review and discussions referred to above, the audit committee has recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2022, for filing with Securities and Exchange Commission. The audit committee has also selected Ernst & Young LLP as the Company’s independent auditors for 2022.SEC.

PRINCIPAL INDEPENDENT ACCOUNTANT FEES AND SERVICES

Audit Committee’s Pre-Approval Policies and Procedures

In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the audit committee charter, all audit, audit-related tax, and non-audit work performed by our independent registered public accounting firm, Ernst & Young LLP, must be submitted to the audit committee for specific approval in advance by the audit committee, including the proposed fees for such work. The audit committee has not delegated any of its responsibilities under the Sarbanes-Oxley Act of 2002 to management.

Principal Accounting Firm Fees

Fees (including reimbursement for out-of-pocket expenses) paid to our independent registered public accounting firm for services in 20212022 and 20202021 were as follows:

$ in millions

Audit Fees include fees billed for professional services rendered by Ernst��Ernst & Young LLP for the audit of our consolidated financial statements for fiscal years 20212022 and 2020,2021, including the audit of internal controls over financial reporting under the Sarbanes-Oxley Act of 2002 and comfort letters.

Audit-Related Fees in 2021, and 2020, consisted of due diligence services in connection with acquisition and disposition activities.  For 2022, there were no services provided under this category.

Tax Fees include fees billed for professional services rendered by Ernst & Young LLP related to tax consulting and tax compliance services. Tax compliance services for both 20212022 and 20202021 were approximately $100,000.$0.1 million. Tax consulting services of approximately $300,000$0.2 million and $100,000$0.3 million for 20212022 and 2020,2021, respectively, included analysis ofconsultations related to the Company’s capital and debt restructuring events and related transaction cost,costs, analysis of ownership change limitations, audit examination assistance, legal entity consolidation efforts, and the Company’s acquisitionconsultations related to routine federal and disposition activities.state income tax matters.

For fiscal years 20212022 and 2020,2021, there were no other fees. For fiscal years 2022 and 2021, and 2020,100% of the Tax Fees disclosed above were approved in reliance on the exceptions to the pre-approval process set forth in 17 CFR 210.2-01(c)(7)(i)(C).

PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directors has appointed Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.2023. Our stockholders are being asked to ratify this appointment at the annual meeting. Ernst & Young LLP has served as our auditors since December 31, 2002.

Board recommendation and stockholder vote required

The board of directors recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 20222023 (Proposal No. 2).

The affirmative voteAlthough ratification of the holdersaudit committee’s appointment of Ernst & Young LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of the appointment is a good corporate governance practice. In the event of a majoritynegative vote on this proposal, the audit committee will reconsider its selection. Even if this appointment is ratified, the audit committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the audit committee determines that it would be in the best interests of the votes represented at the annual meeting in person or by proxy will be required for approval.Company and its stockholders. Representatives of Ernst & Young LLP, expected to be present at the 20222023 annual meeting, will have the opportunity to make a statement at the meeting if they desire to do so.

If the appointment is not ratified, the audit committee will reconsider the appointment.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information regarding our Amended and Restated Long-Term Incentive Plan, the Company’s only equity compensation plan, as of December 31, 2021: