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): February 22, 2022
| Shenandoah Telecommunications Company | ||
| (Exact name of registrant as specified in its charter) |
| Virginia | 0-9881 | 54-1162807 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
500 Shentel Way | |
| P.O. Box 459 | |
| Edinburg, VA | 22824 |
| (Address of principal executive offices) | (Zip Code) |
(540) 984-4141
(Registrant’s telephone number, including area code)
| Not applicable | ||
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock (No Par Value) | SHEN | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On February 22, 2022, the board of directors (the “Board”) of Shenandoah Telecommunications Company (the “Company”), elected Victor C. Barnes as a director with a term expiring at the Company’s annual meeting of shareholders in 2022. Mr. Barnes will serve on the Audit Committee of the Board.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 22, 2022, the Board approved an amendment to Article II, Section 2 of the Amended and Restated Bylaws of the Company, effective as of February 22, 2022, to increase the size of the Board from eight to nine members.
A copy of the Amended and Restated Bylaws of the Company is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws of Shenandoah Telecommunications Company, as amended effective February 22, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHENANDOAH TELECOMMUNICATIONS COMPANY | |
| (Registrant) |
| Date: February 28, 2022 | /s/ Derek C. Rieger |
Derek C. Rieger Vice President – Legal and General Counsel (Duly Authorized Officer) |
EXHIBIT INDEX
| Exhibit No. | Description |
| 3.1 | Amended and Restated Bylaws of Shenandoah Telecommunications Company, as amended effective February 22, 2022 |