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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.  )

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WIDEOPENWEST, INC.

7887 East Belleview Avenue, Suite 1000

Englewood, Colorado 80111

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 16, 20239, 2024

To the Stockholders of WideOpenWest, Inc.:

The Annual Meeting of Stockholders of WideOpenWest, Inc. (“Company”) will be held on May 16, 20239, 2024 at 10:00 a.m., EDT, virtually via a live webcast on the Internet at www.virtualshareholdermeeting.com/WOW2023,WOW2024, for the following purposes:

Items of Business

Record Date

Close of business on March 17, 2023.15, 2024.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2023:9, 2024: The Company’s Notice of Annual Meeting, Proxy Statement and 20222023 Annual Report to stockholders are available on the Internet at www.proxyvote.com.

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WIDEOPENWEST, INC.

7887 East Belleview Avenue, Suite 1000

Englewood, Colorado 80111

PROXY STATEMENT

THE MEETING

The accompanying proxy is solicited on behalf of the Board of Directors (“Board of Directors” or the “Board”) of WideOpenWest, Inc., a Delaware corporation (“Company” or “WOW”), for use at the 20232024 Annual Meeting of Stockholders (“Annual Meeting”). This Proxy Statement and the accompanying form of proxy will be mailed to stockholders on or about March 24, 2023.26, 2024. Our Annual Report for the year ended December 31, 20222023 is enclosed with this Proxy Statement. An electronic copy of this proxy statement and annual report are available at www.proxyvote.com and www.wowway.com.

GENERAL INFORMATION

Why am I receiving these materials?

The Company has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the 20232024 Annual Meeting to be held virtually on May 16, 20239, 2024 at 10:00 a.m., EDT, and at any postponement(s) or adjournment(s) thereof. The Annual Meeting will be conducted via a live webcast on the Internet only at www.virtualshareholdermeeting.com/WOW2023.WOW2024.

We are providing you this proxy statement (“Proxy Statement”) and the enclosed proxy card or the Notice of Internet Availability of Proxy Materials (“Notice”) because the Board of Directors is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may complete, sign and return the enclosed proxy card or follow the instructions below to submit your proxy over the Internet, by phone or by mail, if you requested printed copies of the proxy materials.

This proxy statement is first being made available on or about March 24, 2023,26, 2024, to all stockholders of record entitled to vote at the Annual Meeting.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending the Notice to its stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meeting and the cost to the Company associated with the physical printing and mailing of materials.

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What is included in these proxy materials?

These proxy materials include:

If you requested printed versions by mail, these proxy materials also include the proxy card for the Annual Meeting.

Voting Rights, Quorum and Required Vote

Only holders of record of our common stock at the close of business on March 17, 2023,15, 2024, which is the record date, will be entitled to vote at the Annual Meeting. At the close of business on March 17, 2023,15, 2024, we had 85,993,62383,313,611 shares of common stock outstanding and entitled to vote. Holders of the Company’s common stock are entitled to one vote for each share held as of the above record date. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present via webcast or represented by proxy, will constitute a quorum for the transaction of business. Abstentions and “broker non-votes” (described below) will be counted in determining whether there is a quorum.

Proposal One—Re-election of Directors. Directors will be re-elected by a plurality of the votes of the shares of common stock cast at the Annual Meeting, which means that the three nominees receiving the highest number of “for” votes will be elected. Withheld votes and broker non-votes (as defined below) will have no effect on Proposal No. 1.

Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of BDO USA, LLPP.C. as the independent registered public accounting firm for 20232024 requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions and broker non-votes (as defined below) will count the same as votes against Proposal No. 2. Broker non-votes (as defined below) will have no effect on Proposal No. 2.

Proposal Three—Advisory (Non-Binding) Vote to Approve the Company’s Executive Compensation. As disclosed in “Executive Compensation,” this proposal is advisory in nature, which means that the vote is not binding upon the Company. However, the Board and the Compensation Committee will consider the affirmative vote of a majority of the votes cast “FOR” the proposal as approval of the compensation paid to the Company’s named executive officers as described in this Proxy Statement. Abstentions (as defined below) will count the same as votes and brokeragainst Proposal No. 3. Broker non-votes (as defined below) will have no effect on Proposal No. 3.

Proposal Four—Advisory (Non-Binding) Vote on the Frequency of the Advisory Vote on Executive Compensation. As discussed in Proposal 3, this vote should occur every year, every two years or every three years. This proposal is advisory in nature, which means that the vote is not binding upon the Company. The opinions expressed by stockholders on this matter will be taken into consideration by the Board regarding the future frequency of the advisory vote on executive compensation. Abstentions (as defined below) will count the same as votes against Proposal No. 4. Broker non-votes (as defined below) will have no effect on Proposal No. 4.

Proposal Five—Approval of Amendment to the 2017 Omnibus Incentive Plan. The approval by an affirmative vote of a majority of the Company stockholders is required to approve the proposed amendment to the 2017 WideOpenWest, Inc. Omnibus Incentive Plan (the “2017 Omnibus Plan”) to increase the maximum number of shares of common stock that may be issued pursuant to awards granted thereunder from 12,074,12815,924,128 to 15,924,12818,424,128 shares. Abstentions (as defined below) will count the same as votes against Proposal No. 5. Broker non-votes (as defined below) will have no effect on the outcomeProposal No. 5.

Table of this proposal. Abstentions will have the same effect as a vote against the matter.Contents

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

“FOR” Proposal One, the re-election to the Board of each of the three nominees named in this Proxy Statement;

“FOR” Proposal Two, the ratification of the appointment of BDO USA, LLPP.C. as the Company’s independent registered public accounting firm for 2023;2024;

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Expenses of Solicitation

The expenses of any solicitation of proxies to be voted at the Annual Meeting will be paid by the Company. We have engaged Broadridge Financial Solutions, Inc. (“Broadridge”) to assist with the preparation and distribution of the proxy solicitation materials for the Annual Meeting, to host the virtual meeting and to act as vote tabulator. Following the original mailing of the proxies and other soliciting materials, the Company and its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone or email. The Company will also request that banks, brokers and other nominees forward copies of the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Board of Directors

Set forth below is the name, age, position and a description of the business experience of each of our directors and director nominees as of March 23, 2023:26, 2024:

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Background of Directors

Director Nominees

Gunjan Bhow,Teresa Elder, Chief Executive Officer and Director. Mr. BhowMs. Elder was appointed as CEO of the Company in December 2017. Ms. Elder has worked in Silicon Valley forover 25 years of experience in consumer digital products,the cable and wireless industries, including software, applications, services,previous CEO and devices. Mr. Bhow most recently, served asPresident roles. She has been an officer of Vodafone, AT&T, and Clearwire among others. Ms. Elder has been a Member and then Board Chair of the Global Chief Digital Officer for Walgreens Boots Alliance (“WBA”), where he was responsible for e-commerce, data science, store technology, healthcare, retail, and pharmacy growth. Prior to WBA, he worked for The Walt Disney Company as Senior Vice President and General ManagerManagement Board of Direct-to-consumer, E-commerce, and Digital, where he led the strategy, development and operations for Disney+, Disney Movies Anywhere, and Disney Movie Club, among other consumer offerings. Prior to Disney, Mr. Bhow worked with Amazon as a Head of Product Management, Digital, where he led from concept-to-release the Amazon Fire TV Stick, Fire TV, and various innovative products including Prime Video and Echo. Mr. Bhow has an M.B.A. from HarvardStanford University Graduate School of Business where he authoredfrom 2012-2018, a best-selling case studymember of the Board of Advisors to the Stanford University MSx Program and Steering Committee to Stanford Women on economicsBoards, a member of internet-based initialthe Cystic Fibrosis Foundation Board of Trustees as of 2017, and a member of the Board of C-SPAN as of 2018. Ms. Elder served as a member of the Board of Advisors for the Markkula Center for Applied Ethics until January 2019. Ms. Elder received her undergraduate degree from Creighton University, summa cum laude, and she holds a Master of Science in Management from Stanford University, Graduate School of Business. Ms. Elder was selected to serve on our Board of Directors because of her extensive executive and industry experience, in addition to her role as WOW’s Chief Executive Officer.

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Jeffrey Marcus, Chairman of the Board. Mr. Marcus is a former media and communications executive. Mr. Marcus served as head of the Media Strategy at Crestview Advisors, L.L.C. (“Crestview”), a private equity firm, from 2004 until retirement at the end of 2018. Mr. Marcus previously served as the President and CEO of AMFM (formerly Chancellor Media Corporation), one of the nation's largest radio broadcasting companies. Mr. Marcus was also the Founder, and CEO of Marcus Cable, which at the time of its sale in 1998, was the largest privately held cable company in the United States. Prior to his involvement with Marcus Cable, Mr. Marcus founded Marcus Communications, which was merged into the renamed company, WestMarc Communications. Mr. Marcus has served on a variety of public offerings, and heprivate company board of directors, including Brinker International, Inc. (NYSE: EAT), AMFM, Charter Communications, Inc. (NASDAQ: CHTR), Insight Communications, OneLink Communications, WestMarc Communications, NEP Group, Inc., Camping World Holdings, Inc. (NYSE: CWH), from March 2016 to February 2020 and was formerly Chairman of DS Services and Cumulus Media, Inc. Mr. Marcus received a B.S.Bachelor of Arts degree in Electrical Engineering and Computer Science with honorseconomics from the University of California, at Berkeley, where he focused on cognitive psychology and interactive media. In addition to WOW,Berkeley. Mr. Bhow currently serves on the board of directors of Recreational Equipment, Inc. (REI) (co-operative), One Call Care Management, Inc. (privately-held), BBC Commercial Limited (subsidiary of public service), and Child Mind Institute (non-profit). Mr. BhowMarcus was selected to serve on our Board of Directors because of his significant digital marketingextensive experience as the CEO of several companies in the broadcast and communications industry, his prior leadership skills on Crestview’s media and significantcommunications investment strategy, and his current and prior directorship experience in leading direct-to-consumer marketing and e-commerce initiatives.the industry.

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Jill Bright,Phil Seskin, Director. Ms. Bright most recently heldSince 2019, Mr. Seskin has been associated with the position3i Group, an investment company, as a member of Chief Administrative Officer for LionTree Advisors LLC.the global executive network. Prior to that, she3i, Mr. Seskin served as Executive Vice President of Human Resources and Administration for Sotheby's from July 2017-March 2020. Before joining Sotheby's, Ms. Bright spent over twenty yearsan industry executive at Conde Nast where she led Human Resources until her appointment to Chief Administrative Officer. She also held senior human resources roles at American Express earlier in her career. In 2015, Ms. Bright was appointed by Mayor de Blasio to the Quadrennial Advisory Commission to study, evaluate and make recommendations for compensation levels of NYC elected officials. Ms. Bright also served for two years as Mayor de Blasio's Representative to the Board of the New York Public Library. Ms. Bright currently consults as an operating executive for CrestviewAvista Capital Partners focused on human capital management for the industrials segment. She is also a board member of Interactive Brokers Group and serves on their ESG Committee. In addition to her public company board work, Ms. Bright is a board director for three private equity backed companies; NYC-based Simulmedia and two Michigan-based companies-- Service Express and OneMagnify. She completed her MBA at New York University's Stern School of Business and her BA from Marymount Manhattan College where she was a

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Board Trustee. Ms. Bright was selected to serve on our Board of Directors because of her operating experience and expertise in compensation.

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Brian Cassidy, Director. Mr. Cassidy is Co-President and(“Avista”), a Partner at Crestview Partners, having joined theprivate equity firm, in 2004. He is also a member of the Investment Committee and head of the media strategy. Mr. Cassidy is currently a member of the board of directors of Crestview portfolio companies Camping World Holdings, Inc., Congruex LLC, Digicomm, FC3, Hornblower Holdings, Viad Corp and is chairman of the board of TenCate Grass. Mr. Cassidy was previously a director of Industrial Media, ICM Partners, ValueOptions, Inc., OneLink Communications, Charter Communications, Inc., Insight Communications, Cumulus Media, Inc., Interoute Communications Holdings and NEP Group, Inc.from 2012 through 2017. Prior to joining Crestview,Avista, Mr. Cassidy workedSeskin spent more than two decades at Verizon Communications (NYSE: VZ), most recently as a Senior Vice President of Strategy and Corporate Development. At Verizon, Mr. Seskin led transactions totaling approximately $200 billion and initiatives that spanned more than 20 countries and involved strategy, acquisitions, operations, valuation, cross-border currency, tax and regulatory issues. Mr. Seskin co-founded Verizon Strategic Investments, Verizon’s venture capital operation. Mr. Seskin serves as a Trustee of Big Brothers Big Sisters of New York City. He has also served as a Director of Databank Holdings, Telular Corporation, AboveNet, ComLinkData, Independence IT and as a Trustee of New York Downtown Hospital until its merger with New York Presbyterian. Mr. Seskin received a Bachelor of Arts degree from Adelphi University in private equity at Boston Ventures, where he invested in companies in the media1985 and communications, entertainment and business services industries. Mr. Cassidy also worked as the acting CFO of a portfolio company of Boston Ventures. Mr. Cassidy was also an investment banking analyst at Alex Brown & Sons, where he completed a range of financing and M&A assignments for companies in the consumer and business services sectors. Mr. Cassidy received a Master of Business Administration in Finance in 1992 from the Stanford Graduate School of Business and a Bachelor of Arts degree in Physics from Harvard College.Hofstra University. Mr. CassidySeskin was selected to serve on our Board of Directors because of his leadership skills as headindustry knowledge and operating expertise developed over years of Crestview's media and communications investment strategy, his current and prior directorships experience in thisthe industry and his private equity investmentleadership skills and company oversight experience and background with respect to acquisitions, debt financings and equity financings.strategic guidance.

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Continuing Directors

Teresa Elder, Chief Executive Officer and Director. Ms. Elder was appointed as CEO of the Company in December 2017. Ms. Elder has over 25 years of experience in the cable and wireless industries, including previous CEO and President roles. She has been an officer of Vodafone, AT&T, and Clearwire among others. Ms. Elder has been a Member and then Board Chair of the Management Board of the Stanford University Graduate School of Business from 2012-2018, a member of the Board of Advisors to the Stanford University MSx Program and Steering Committee to Stanford Women on Boards, a member of the Cystic Fibrosis Foundation Board of Trustees as of 2017, and a member of the Board of C-SPAN as of 2018. Ms. Elder served as a member of the Board of Advisors for the Markkula Center for Applied Ethics until January 2019. Ms. Elder received her undergraduate degree from Creighton University, summa cum laude, and she holds a Master of Science in Management from Stanford University, Graduate School of Business. Ms. Elder was selected to serve on our Board of Directors because of her extensive executive and industry experience, in addition to her role as WOW’s Chief Executive Officer.

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Jeffrey Marcus, Chairman of the Board. Mr. Marcus is a Vice Chairman at Crestview, which he joined in 2004. Mr. Marcus retired as a Partner at Crestview as of January 1, 2019. Mr. Marcus previously served as the President and CEO of AMFM (formerly Chancellor Media Corporation), one of the nation's largest radio broadcasting companies. Mr. Marcus was also the Founder, and CEO of Marcus Cable, which at the time of its sale in 1998, was the largest privately held cable company in the United States. Prior to his involvement with Marcus Cable, Mr. Marcus founded Marcus Communications, which was merged into renamed company, WestMarc Communications. Mr. Marcus has served on a variety of public and private company board of directors, including Brinker International, AMFM, Charter Communications, Insight Communications, OneLink Communications, WestMarc Communications, NEP Group, Inc., Camping World Holdings, Inc. and was former Chairman of DS Services and Cumulus Media, Inc. Mr. Marcus received a Bachelor of Arts degree in economics from the University of California, Berkeley. Mr. Marcus was selected to serve on our Board of Directors because of his extensive experience as the CEO of several companies in the broadcast and communications industry, his prior leadership skills on Crestview’s media and communications investment strategy, and his current and prior directorship experience in the industry.

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Phil Seskin, Director. Since 2019, Mr. Seskin has been associated with the 3i Group as a member of the global executive network. Prior to 3i, Mr. Seskin served as an industry executive at Avista Capital Partners from 2012 through 2017. Prior to Avista, Mr. Seskin spent more than two decades at Verizon Communications, most recently as a Senior Vice President of Strategy and Corporate Development. At Verizon, Mr. Seskin led transactions totaling approximately $200 billion and initiatives that spanned more than 20 countries and involved strategy, acquisitions, operations, valuation, cross-border currency, tax and regulatory issues. Mr. Seskin co-founded Verizon Strategic Investments, Verizon’s venture capital operation. Mr. Seskin serves as a Trustee of Big Brothers Big Sisters of New York City. He has also served as a Director

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Gunjan Bhow, Director. Mr. Bhow has worked in Silicon Valley for 25 years in consumer digital products, including software, applications, services, and devices. From 2018 to 2022, Mr. Bhow served as the Global Chief Digital Officer for Walgreens Boots Alliance (NASDAQ: WBA), where he was responsible for e-commerce, data science, store technology, healthcare, retail, and pharmacy growth. Prior to WBA, he worked for The Walt Disney Company from 2014 to 2018 as Senior Vice President and General Manager of Direct-to-consumer, E-commerce, and Digital, where he led the strategy, development, and operations for Disney+, Disney Movies Anywhere, and Disney Movie Club, among other consumer offerings. Prior to Disney, Mr. Bhow worked with Amazon as a Head of Product Management, Digital, where he led from concept-to-release the Amazon Fire TV Stick, Fire TV, and various innovative products including Prime Video and Echo. Mr. Bhow has an M.B.A. from Harvard University Graduate School of Business, where he authored a best-selling case study on economics of internet based initial public offerings, and he received a B.S. in Electrical Engineering and Computer Science with honors from the University of California at Berkeley, where he focused on cognitive psychology and interactive media. In addition to WOW, Mr. Bhow currently serves on the board of directors of Recreational Equipment, Inc. (REI) (co-operative), One Call Care Management, Inc. (privately-held), BBC Commercial Limited (subsidiary of public service), and Child Mind Institute (non-profit). Mr. Bhow was selected to serve on our Board of Directors because of his significant digital marketing skills and significant experience in leading direct-to-consumer marketing and e-commerce initiatives.

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Jill Bright, Director. Ms. Bright has served as the Chief Transformation Officer for OneMagnify since October 2023. Prior to that, from December 2020 to August 2021, she served as Chief Administrative Officer for LionTree Advisors LLC and from August 2017 until March 2020, as Executive Vice President of Human Resources and Administration for Sotheby's. Before joining Sotheby's, Ms. Bright spent over twenty years at Conde Nast where she led Human Resources until her appointment to Chief Administrative Officer. She also held senior human resources roles at American Express earlier in her career. In 2015, Ms. Bright was appointed to the NYC Quadrennial Advisory Commission to study, evaluate and make recommendations for compensation levels of elected officials. Ms. Bright also served for two years as the Mayor's Representative to the Board of the New York Public Library. Ms. Bright currently consults as an operating executive for Crestview Partners focused on human capital management for the industrials segment. She is a board member of Interactive Brokers Group and serves on their ESG Committee, as well as a board director of private equity-backed Service Express. Ms. Bright completed her MBA at New York University's Stern School of Business and her BA from Marymount Manhattan College where she's a former Board Trustee. Ms. Bright was selected to serve on our Board of Directors because of her operating experience and expertise in compensation.

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Brian Cassidy, Director. Mr. Cassidy is the President and a Partner at Crestview, having joined the firm in 2004. He is also a member of the Investment Committee and head of the media strategy. Mr. Cassidy is currently a member of the board of directors of the following Crestview portfolio companies: Camping World Holdings, Inc. (NYSE: CWH), Congruex LLC, Digicomm, FC3, Hornblower Holdings, and Viad Corp (NYSE: VVI) and is chairman of the board of TenCate Grass. Mr. Cassidy was previously a director of Industrial Media, ICM Partners, ValueOptions, Inc., OneLink Communications, Charter Communications, Inc. (NASDAQ: CHTR), Insight Communications, Cumulus Media, Inc. (NASDAQ: CMLS), Interoute Communications Holdings and NEP Group, Inc. Prior to joining Crestview, Mr. Cassidy worked in private equity at Boston Ventures, where he invested in companies in the media and communications, entertainment and business services industries. Mr. Cassidy also worked as the acting CFO of a portfolio company of Boston Ventures. Mr. Cassidy was also an investment banking analyst at Alex. Brown & Sons, where he completed a range of financing and M&A assignments for companies in the consumer and business services sectors. Mr. Cassidy received a Master of Business Administration from the Stanford Graduate School of Business and a Bachelor of Arts degree in Physics from Harvard College. Mr. Cassidy was selected to serve on our Board of Directors because of his leadership skills as a co-founderhead of Crestview,Crestview's media and communications investment strategy, his current and prior directorships experience in this industry, and his private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings.

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Family Relationships

There are no family relationships among any of our directors or executive officers.

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Director Independence

A majority of the members of our Board of Directors are deemed independent and each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is comprised entirely of independent directors, and we fully complied with the independence requirements of Rule 10A-3 of the Exchange Act and the rules of the New York Stock Exchange.

Our Board of Directors has affirmatively determined that each of our directors other than Ms. Elder are independent directors under the applicable rules of the New York Stock Exchange and that Mr. McMillin, Mr. Kilpatrick and Mr. Seskin are also independent directors for purposes of Rule 10A-3 of the Exchange Act.

Board Leadership Structure

We currently separate the roles of Chair of the Board and Chief Executive Officer as we believe that the Company and its stockholders are best served by having an independent director serve as Chair while allowing for close collaboration on Board agenda items with our Chief Executive Officer. Our current Chairman, Jeffrey Marcus, chairs all Board meetings, including regular executive sessions of the independent directors, and consults with Ms. Elder regarding issues to be included in Board meeting agendas.

Classification of Board of Directors

Our amended and restated certificate of incorporation provides that our Board of Directors is divided into three classes of directors, with the classes as nearly equal in number as possible. Our directors are divided among the three classes as follows:

Directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of their successor, or their earlier death, resignation or removal.

Stockholders’ Agreement

We are party to a Stockholders’ Agreement with Crestview Partners (“Sponsor”) and certain members of management. The Stockholders’ Agreement provides, among other things, that the Sponsor has the right to designate:

The current Crestview designees are Mr. Kilpatrick, Mr. Cassidy and Mr. Volpert. We will be required to take all necessary action to cause the Board of Directors to ensure the composition of our Board of Directors as set forth above.

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Board Committees

Our Board of Directors has three standing committees: an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. Each committee reports to the Board of Directors as it deems appropriate and as the Board of Directors may request. The composition, duties and responsibilities of these committees are set forth below. In the future, our Board of Directors may establish other committees, as it deems appropriate, to assist it with its responsibilities. Members of the Board of Directors are expected to attend all Board meetings, the Annual Meeting and all meetings of all committees of the Board on which they serve. In 2022,2023, the Board of Directors held sixfive meetings and all of the members of the Board of Directors attended more than 75% of the meetings of the Board of Directors and more than 75% of the meetings of all committees of the Board on which they serve. All nine members of our Board of Directors attended our 20222023 Annual Meeting.

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Audit Committee

The Audit Committee is responsible for, among other matters: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm their independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of their audit; (4) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual consolidated financial statements that we file with the SEC; (6) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, risk management processes, data privacy, and cybersecurity risks and compliance with legal and regulatory requirements; (7) reviewing cybersecurity, privacy and information security risk exposures and the steps our management has taken to monitor and control these exposures, (8) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and (8)(9) reviewing and approving related person transactions.

Our Audit Committee consists of Tom McMillin, as chair, Daniel Kilpatrick and Phil Seskin. Our Board of Directors has affirmatively determined that Tom McMillin, Daniel Kilpatrick and Phil Seskin meet the definition of “independent director” for purposes of serving on an Audit Committee under applicable SEC and the New York Stock Exchange rules, and we comply with these independence requirements, including the requirement to have an audit committee consisting entirely of independent directors.  Our Board of Directors has determined that Mr. McMillin and Mr. Kilpatrick qualify as “Audit Committee financial experts.experts,” as the term is defined in the Securities Exchange Act of 1934, as amended.

Our written charter for the Audit Committee is available on our corporate website at www.wowway.com. The information contained on, or that can be accessed through, our website does not constitute a part of this proxy statement.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other matters: (1) screening and identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors, including nominees recommended by stockholders; (2) overseeing the organization of our Board of Directors to discharge the Board’s duties and responsibilities properly and efficiently; (3) identifying best practices and recommending corporate governance principles; (4) overseeing evaluations of the Board, individual Board members and the Board committees; and (5) developing and recommending to our Board of Directors a set of corporate governance guidelines and principles applicable to us.

In accordance with the Company’s Corporate Governance Guidelines, which are available on the Company’s website at www.wowway.com, and as part of this process, the Nominating and Corporate Governance Committee considers the breadth of background, strength of character, skills, reputation in the business community, ethics and integrity that candidates may bring to the Board of Directors. Although not specifically prescribed by our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee considers the diversity of prospective nominees (including incumbent directors), which may enhance the viewpoints of the Board through a mix of different professional and personal backgrounds and experiences.

Our Nominating and Corporate Governance Committee consists of Phil Seskin, as chair, Jill Bright and Brian Cassidy.

Our written charter for the Nominating and Corporate Governance Committee is available on our corporate website at www.wowway.com. The information contained on, or that can be accessed through, our website does not constitute a part of this proxy statement.

Compensation Committee

The Compensation Committee is responsible for, among other matters: (1) reviewing key employee compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors, CEO and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (4) administering our stock plans and other incentive compensation plans.

Our Compensation Committee consists of Jill Bright, as chair, Gunjan Bhow, Daniel Kilpatrick, and Tom McMillin.

Our written charter for the Compensation Committee is available on our corporate website at www.wowway.com. The information contained on, or that can be accessed through, our website does not constitute a part of this proxy statement.

Risk Oversight

Our Board of Directors oversees our annual enterprise risk assessment and delegates to the Audit Committee oversight of our risk management process. Our other board committees also consider and address risk as they perform their respective committee responsibilities. The Board of Director’s risk oversight function is enhanced by the fact that the Audit Committee, the Compensation Committee and the Nominating and Governance Committee are comprised entirely of independent directors. All committees report to the full Board of Directors as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Code of Ethics

We have adopted a written General Code of Ethics (“General Code of Ethics”) which applies to all of our directors, officers and other employees, including our principal executive officer, principal financial officer and controller. In addition, we have adopted a written Code of Ethics for Executive Officers and Principal Accounting Personnel (“Senior Officer Code of Ethics”) which applies to our principal executive officer, principal financial officer, controller and other designated

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members of our management. Copies of each code are available on our corporate website www.wowway.com. The information contained on, or that can be accessed through, our website does not constitute a part of this proxy statement.

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Equity Compensation Plans

The following table sets forth certain information as of December 31, 20222023 concerning our equity compensation plans:

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, requires the Company’s directors, executive officers and persons who beneficially own more than 10 percent of the Company’s common stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of the Company’s common stock.

Delinquent Section 16(a) Reports

Based solely on its review of the copies of such reports filed with the SEC or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, 20222023 all filing requirements applicable to the Reporting Persons were timely met, except that Mr. McMillinthe following Form 4s were filed one late due to administrative oversight: a Form 4 to report one transactionfor Crestview Partners III GP, L.P. filed on October 4, 2022January 10, 2023 for a withholding eventgrant of 6,785 shares of common stock that occurred on MayJanuary 3, 2023, a Form 4 2022. In addition, in early 2022 the Company discovered that certainfor John Rego filed on July 5, 2023 for 17,021 shares withheld upon vesting of previously reported equity awards to executive officers had not been reported on Form 4s upon the relevant vesting events in prior fiscal years. Accordingly, in March of 2022, Form 4s reporting such withholding were filed to report the withheld shares as follows: for Teresa Elder 12,406, 29,623, 12,406, 29,833, 28,264, 59,168, 45,192, 42,816, and 18,794 sharescommon stock which were withheld on December 17, 2018, March 25, 2019, December 16, 2019, March 16, 2020, March 23, 2020, March 12, 2021, March 15, 2021, March 23, 2021,June 30, 2023 and December 15, 2021, respectively; for John Rego 18,115 shares which were withheld on July 1, 2021; for Donald Martin 5,919, 2.033, and 9,036 shares which were withheld on March 25, 2019, July 1, 2019, and March 23, 2021, respectively;a Form 4 for Henry Hryckiewicz 3,849, 5,813, and 3,563filed on October 13, 2023 for a sale of 8,000 shares which were withheld on Februaryof common stock that occurred between September 1, 2021, March 12, 2021, and February 1, 2022, respectively; for Bill Case 1,003, 1,053, 1,726, 848, 725, 1,087, 1,078, 5,356, 1,721, 846, 1,807, and 1,075 shares which were withheld on May 2, 2019, March 16, 2020, March 23, 2020, May 1, 2020, May 4, 2020, October 1, 2020, March 12, 2021, March 15, 2021, March 23, 2021, May 3, 2021,2023 and October 1, 2021, respectively; for David Brunick 2,893, 5,434, 2,940, 7,883, 5,419, and 4,292 shares which were withheld on March 25, 2019, March 16, 2020, March 23, 2020, March 12, 2021, March 15, 2021, and March 23, 2021, respectively; and for Don Schena 2,313, 5,586, 2,313, 8,104, 5,665, and 3,504 shares which were withheld on September 3, 2019, March 16, 2020, September 1, 2020, March 12, 2021, March 15, 2021, and September 1, 2021, respectively.2, 2023.

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OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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The following table shows information about the beneficial ownership of our common stock, as of March 17, 2023,15, 2024, by:

For further information regarding material transactions between us and certain of our stockholders, see “Certain Relationships and Related Party Transactions.”

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Under SEC rules, a related person transaction is any transaction or any series of transactions in which our Company was or is to be a participant, the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. A “related person” is a director, officer, nominee for director or a more than 5% stockholder since the beginning of our last completed fiscal year, and their immediate family members.

Stockholders’ Agreement

We have entered into a Stockholders’ Agreement with the Sponsor and certain members of management.management on May 24, 2017 (“Stockholders’ Agreement”). The Stockholders’ Agreement provides, among other things, that the Sponsor has the right to designate:

The Crestview designees are Mr. Kilpatrick, Mr. Cassidy and Mr. Volpert. We will be required to take all necessary action to cause the Board of Directors to ensure the composition of our Board of Directors as set forth above.

The Stockholders’ Agreement provides certain limitations on the ability of members of management party thereto to offer, sell or otherwise dispose of shares of our common stock or compete with the Company.

The Stockholders’ Agreement requires the Company to reimburse the Sponsor for costs the Sponsor incurs on behalf of the Company, services provided by the Sponsor to the Company and for any expenses the Sponsor incurs relating to enforcing their rights under the Stockholders’ Agreement. The Stockholders’ Agreement also includes corporate opportunity, confidentiality and indemnification provisions customary for agreements of this type.

Subject to certain exceptions, the Stockholders’ Agreement will terminate with respect to the Sponsor at such time as such Sponsor owns less than 5% of our outstanding shares of common stock, and the Stockholders’ Agreement will terminate entirely at such time as the Sponsor no longer owns more than 5% of our outstanding shares of common stock.

Registration Rights Agreement

We have entered into a Registration Rights Agreement with Crestview pursuant to which, among other things, we will provide to Crestview an unlimited number of “demand” registrations. The Registration Rights Agreement also provides Crestview customary “piggyback” registration rights. We are required to pay certain expenses relating to such registrations and to indemnify Crestview against certain liabilities which may arise in connection with the Registration Rights Agreement.

Incentive Plan and Employee Agreements

2017 Omnibus Incentive Plan

The 2017 Omnibus Plan provides for grants of stock options, restricted stock and performance awards. Our directors, officers and other employees and persons who engage in services for us are eligible for grants under the 2017 Omnibus Plan. The purpose of the 2017 Omnibus Plan is to provide these individuals with incentives to maximize stockholder value and otherwise contribute to our success and to enable us to attract, retain and reward the best available persons for positions of responsibility.

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Policies and Procedures with Respect to Related Party Transactions

We have adopted written policies and procedures whereby our Audit Committee is responsible for reviewing and approving related party transactions. In addition, our General Code of Ethics requires that all of our employees and directors inform the Company of any material transaction or relationship that comes to their attention that could reasonably be expected to create a conflict of interest. Further, at least annually, each director and executive officer will complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, a director or a related person has a direct or indirect material interest.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) provides information regarding the 20222023 fiscal year compensation program for each individual who served as a principal executive officer or principal financial officer during 2022 and2023, the next three most highly compensated executive officers at fiscal year-end, and two additional executive officers who would have met the requirements but for the fact they were no longer serving as executive officers at fiscal year-end. Those individuals (“named executive officers” or “NEOs”) were:

Unless the context requires otherwise, references to the “Compensation Committee” or the “Committee” in this CD&A refer to the Compensation Committee of our Board.

Executive Summary

Our 20222023 Compensation Program

We have strived to create an executive compensation program that balances short-term versus long-term payments and awards, cash payments versus equity awards and fixed versus contingent payments and awards in ways that we believe are most appropriate to motivate our executive officers.

The following is a summary of key aspects of our 20222023 compensation programs for our named executive officers:

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We combine these elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives and align the interests of our executive officers and other senior personnel with those of our stockholders.

Fiscal 2022 Performance Graph

The graph below show the cumulative total return on WOW’s common stock for a 5-year period in comparison to the cumulative total return on Standard & Poor’s 500 Index and a peer group consisting of the national cable operators that are most comparable to us in terms of size and nature of operations. The Company’s 2022 peer group consists of Comcast, Charter, Cable One, Inc. and Altice USA, Inc. The results shown assume that $100 was invested on December 31, 2017. These indices are included for comparative purposes only and do not reflect whether it is management’s opinion that such indices are an appropriate measure of the relative performance of the stock involved, nor are they intended to forecast or be indicative of future performance of WOW’s common stock.

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Compensation Determination Process

Role of the Board and Chief Executive Officer

All executive compensation decisions are made by our Compensation Committee. The Compensation Committee takes significant direction from the recommendations of our CEO regarding the design and implementation of the executive compensation program, as our CEO has significant involvement in, and knowledge of, the Company’s business goals, strategies and performance, the overall effectiveness of the executive officers and each person’s individual contribution to the Company’s performance. Ms. Elder does not make recommendations with respect to her own compensation. In addition, when making its decisions, the Compensation Committee considers the following factors:

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In determining the 20222023 executive pay and program benchmarking, our Compensation Committee approved, based on the recommendation of independent advisors, the inclusion of the following companies:

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Elements of Executive Compensation

Our compensation program is weighted towards performance-based compensation, reflecting our philosophy of increasing our long-term value and supporting strategic imperatives. Historically, total compensation and other benefits consisted of the following elements:

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The following table sets forth the approximate base salaries approved for the named executive officers in 20222023 and 2021:2022:

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Short-Term Annual Cash Incentive Compensation

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We have a cash-based short-term incentive program (“STIP”) to motivate our executive officers and other exempt employees to achieve certain short-term Company-wide goals within the calendar year. In 2022,2023, the overall potential payout of the 20222023 STIP program ranged from a minimum threshold payout of 25% up to 150% of the target bonus for each participant based on certain Company-wide performance.

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The 20222023 STIP program measured results based on threefour financial metrics: (i) Adjusted EBITDA, (ii) HSD Revenue, and (iii) Adjusted Free Cash Flow.Flow, and (iv) Market Expansion Homes Passed. The following table below sets forth the 20222023 performance levels required for target payouts as well as actual performance for the 20222023 STIP.

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