UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 3, 2023
Cogent Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 000-51829 | | 46-5706863 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
2450 N St NW,
Washington, D.C. | | 20037 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 202-295-4200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered |
| Common Stock, par value $0.001 per share | CCOI | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2023, the Board of Directors of Cogent Communications Holdings, Inc. (the “Company”) granted David Schaeffer, Chairman of the Board, President and Chief Executive Officer of the Company, an award of up to 160,000 shares of restricted stock (dependent upon meeting performance criteria). The shares of restricted stock have voting rights. A portion of the grant, 72,000 shares, will vest in monthly increments of 6,000 shares starting on January 1, 2026 continuing through December 1, 2026. The remaining portion of the grant, with a target and a limit of 88,000 shares will vest on April 1, 2027 based on the following performance metrics, as set forth in the Restricted Stock Award:
Up to 29,333 shares will vest based on the Company’s organic growth rate of revenue as compared to 1.5 times the organic growth rate of revenue of the NASDAQ Telecommunications Index (“NTI”) between January 1, 2023 and December 31, 2026.
Up to 29,333 shares will vest based on the Company’s organic growth rate of cash flows from operating activities as compared to 2.0 times the organic growth rate of cash flows from operating activities of the NTI between January 1, 2023 and December 31, 2026.
Up to 29,334 shares will vest based on the Company’s total shareholder return as compared to the total shareholder return of the NTI between January 1, 2023 and December 31, 2026.
This description of the provisions of the Restricted Stock Award to Mr. Schaeffer does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Restricted Stock Award which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Cogent Communications Holdings, Inc. |
| | |
| January 5, 2023 | By: | /s/ David Schaeffer |
| | | Name: | David Schaeffer |
| | | Title: | President and Chief Executive Officer |
