cabo20210407_def14a.htm

DEF 14A 1 cabo20210407_def14a.htm FORM DEF 14A cabo20210407_def14a.htm

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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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

Cable One, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which the transaction applies:

(2)

Aggregate number of securities to which the transaction applies:

(3)

Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of the transaction:

(5)

Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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210 E. Earll Drive

Phoenix, AZ 85012

April 16, 2021

Dear Fellow Stockholders:

I am pleased to announce the details of the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Cable One, Inc. (the “Company”). The Annual Meeting will be held at the Company’s headquarters, 210 E. Earll Drive, Phoenix, Arizona, 85012, on Friday, May 21, 2021, at 8:00 a.m., local time. It will also be streamed via a live audio webcast available on our investor relations website at ir.cableone.net or by visiting https://services.choruscall.com/links/cabo210521.html.

We remain sensitive to the continuing public health concerns surrounding the COVID-19 pandemic. Accordingly, to support the well-being of our associates and stockholders, we are recommending that you join the webcast rather than attending the Annual Meeting in person this year. We are actively monitoring the pandemic and vaccine distributions rates as well as the protocols that Federal, state and local governments may impose. In the event that we are required, or determine it is prudent, to restrict in-person attendance to the Annual Meeting, we will make an announcement as promptly as practicable in advance of the Annual Meeting via a press release that will be posted on our investor relations website and will also be filed with the Securities and Exchange Commission as additional proxy materials.

Included with this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.

Your vote is important. As always, we encourage you to vote your shares as soon as possible prior to the Annual Meeting. You may vote over the internet as well as by telephone, or, if you requested to receive printed proxy materials, by returning a proxy card or voting instruction form in the envelope provided.

Sincerely,

/s/ Julia M. Laulis

Julia M. Laulis

Chair of the Board, President and

Chief Executive Officer

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CABLE ONE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 21, 2021

The 2021 Annual Meeting of Stockholders of Cable One, Inc. (the “Company”) will be held at the Company’s headquarters, 210 E. Earll Drive, Phoenix, Arizona, 85012, on Friday, May 21, 2021, at 8:00 a.m., local time, for the following purposes:

To elect four directors to hold office until the 2022 Annual Meeting of Stockholders and until their respective successors are elected and qualified, as more fully described in the accompanying Proxy Statement.

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021.

To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2020.

To transact such other business as may properly come before the meeting or any adjournment thereof.

The Board of Directors of the Company has fixed the close of business on April 5, 2021 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

It is important that your shares be represented and voted at the meeting. Please sign and return your proxy card or voting instruction form at your earliest convenience. You may also vote your shares by telephone or over the internet. If you choose to vote your shares by telephone or over the internet, please follow the instructions in the enclosed Proxy Statement and proxy card or voting instruction form. You may revoke your proxy at any time before it has been voted at the meeting. You may vote in person at the meeting even if you have previously given your proxy. For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions as provided by your broker, bank or other nominee; however, you may not vote such shares in person at the meeting unless you have a proxy executed in your favor by your broker, bank or other nominee.

By Order of the Board of Directors,

/s/ Peter N. Witty

Peter N. Witty

Secretary

Phoenix, Arizona

April 16, 2021

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TABLE OF CONTENTS

PROXY SUMMARY	1
PROXY STATEMENT	6
PROPOSAL 1: ELECTION OF DIRECTORS	10
CORPORATE GOVERNANCE	15
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	21
EXECUTIVE COMPENSATION	23
PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION FOR 2020	46
DIRECTOR COMPENSATION	47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	49
EQUITY COMPENSATION PLAN INFORMATION	51
REPORT OF THE AUDIT COMMITTEE	52
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	53
STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS	54
HOUSEHOLDING OF PROXY MATERIALS	54
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING	54
ANNEX A: USE OF NON-GAAP FINANCIAL MEASURES	A-1

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CABLE ONE, INC.

210 E. Earll Dr.

Phoenix, Arizona 85012

PROXY SUMMARY

This Proxy Summary highlights information described in more detail elsewhere in this Proxy Statement. It does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Cable One, Inc. 2021 Annual Meeting of Stockholders (the “Annual Meeting”)

Date and Time:	Friday, May 21, 2021, at 8:00 a.m., local time
Place:	Cable One, Inc. Headquarters, 210 E. Earll Drive, Phoenix, Arizona, 85012
Webcast:	ir.cableone.net or https://services.choruscall.com/links/cabo210521.html
Record Date:	April 5, 2021

These proxy solicitation materials, including this Proxy Statement and the accompanying proxy card or voting instruction form, were first distributed and made available on or about April 16, 2021 to all stockholders entitled to vote at the Annual Meeting.

Voting Matters and Board Recommendations

The Board of Directors (the “Board”) of Cable One, Inc. (the “Company, “we,” “us,” “our” or “Cable One”) unanimously recommends you vote as follows:

Proposal	Board Recommendation	Page for Additional Detail
1. Election of Directors: The election of the four directors named in this Proxy Statement to hold office until the 2022 Annual Meeting of Stockholders and until their respective successors are elected and qualified or as otherwise provided in our Amended and Restated By-laws (“By-laws”)	FOR each nominated director ☑	10
2. Ratification of Appointment of Independent Registered Public Accounting Firm: The ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm of our Company for the year ending December 31, 2021	FOR ☑	21
3. Advisory Vote to Approve Executive Compensation for 2020: The approval, on a nonbinding advisory basis, of the compensation of our named executive officers (“NEOs”) for 2020 (also referred to as the “say-on-pay” vote)	FOR ☑	46

Cable One, Inc. ▪ 2021 Proxy Statement | 1

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Company Highlights

Operational Highlights

■

We added a record 82,000 residential data customers, which excluded a net of approximately 14,000 additional residential data customers from our acquisition and disposition activity in 2020. That growth resulted in an organic addition (excluding customers added at the time of closing of each of our various acquisitions since 2015) of over 50% more customers in 2020 than we had in the four-and-a-half year period between our spin-off and the end of 2019.

■

Our customer-focused pandemic response initiatives included:

	○	Participated in the Federal Communications Commission’s (the “FCC”) “Keep Americans Connected Pledge”;
	○	Creation of video chat applications that enabled our technicians to install and troubleshoot service while keeping our customers and employees safe;
	○	Setting up free public Wi-Fi hotspots and offering a low-cost 15 Megabit per second residential data service for the first three months;
	○	Member of the “K-12 Bridge to Broadband” initiative, which helps school districts and states provide internet access for students in low-income households; and

○

Donated $300,000 to Meals on Wheels and local food banks and $50,000 to K-12 schools for back to school supplies.

■

We further strengthened our commitment to diversity, equity and inclusion, working to foster an environment in which all employees and customers are valued. In 2020, we established an Inclusion and Diversity Advisory Board made up of individuals from across our organization and ranging from frontline employees to members of management. We held our inaugural “Diversity Week,” released an Allyship Guide and launched learning and engagement strategies, such as unconscious bias training. Through our expanded corporate giving program we continued our ongoing partnership with Arbor Day Foundation as well as our Chromebooks for Kids initiative through which we donate Chromebooks to Title I schools in our markets, helping to ensure low-income students have the devices they need to participate in virtual learning. We also made donations to EmbraceRace and the Equal Justice Initiative.

■

In 2020, we acquired Valu-Net LLC, an all-fiber internet service provider headquartered in Kansas (“Valu-Net”), and completed five strategic investments with a cumulative book value of nearly $750 million to further our vision to provide high-quality broadband service to small cities and large towns throughout rural America.

Financial Highlights

	■	Net income was $304.4 million in 2020, an increase of 70.4% year-over-year. Adjusted EBITDA was $674.1 million, an increase of 18.5% year-over-year. See Annex A of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures,” for the definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable measure under generally accepted accounting principles in the United States (“GAAP”).

	■	Net cash provided by operating activities was $574.4 million, an increase of 16.8% year-over-year. Adjusted EBITDA less capital expenditures was $380.9 million, an increase of 24.2% year-over-year. See Annex A of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures,” for the definition of Adjusted EBITDA less capital expenditures and reconciliations to net income and net cash provided by operating activities, as applicable, which are the most directly comparable measures under GAAP.

	■	Total stockholder return as of December 31, 2020 was 50.4% on a one-year basis and 48.0% on a compounded three-year basis.

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Governance Highlights

	■	90% of the Board is independent, and our gender and racially diverse Board is comprised of 60% female directors.

	■	Our average Board tenure is approximately seven years with only one Board member having served more than six years. Over the last two years, we have added three diverse directors to our 10-person Board.

	■	We are in the process of declassifying our Board over a three-year phase-in period after our stockholders, upon the unanimous recommendation of our Board, approved the elimination of our classified Board structure to provide for the annual election of directors at our 2020 Annual Meeting of Stockholders.

	■	We maintain robust executive and non-employee director stock ownership guidelines.

	■	Our Clawback Policy allows for the forfeiture and recoupment of incentive compensation in the event of financial restatements, legal or compliance violations and various forms of misconduct.

	■	We prohibit hedging and pledging of our securities by all executives, directors and other members of our restricted trading population.

	■	We have a majority voting requirement in uncontested director elections.

	■	We do not have a stockholder rights plan.

	■	Every member of our Audit, Compensation and Nominating and Governance Committees are independent under New York Stock Exchange (“NYSE”) listing standards and applicable Securities and Exchange Commission (“SEC”) rules.

Proposal 1: Election of Directors (page 10)

The following tables present certain information, as of April 5, 2021, concerning each nominee for election as a director at, and each director whose term of office will continue after, the Annual Meeting.

Director Nominees

Name

Age

Director

Since

Principal Occupation

Independent

Committee

Memberships

Other Public

Company

Boards

Thomas S. Gayner

2015

Co-Chief Executive Officer of Markel Corporation

✔
(Lead

Independent

Director)

Executive;

Nominating and Governance

Deborah J. Kissire

2015

Retired Ernst & Young LLP partner

✔

Audit

Thomas O. Might

1995

Retired Executive Chairman of Cable One

✔

—

Kristine E. Miller

2019

Former Senior Vice President, Chief Strategy Officer of eBay

✔

Compensation;

Nominating and Governance

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Class I and II Directors Continuing in Office

Name

Age

Director

Since

Principal Occupation

Independent

Committee

Memberships

Other Public

Company

Boards

Brad D. Brian

2015

Chair of the law firm Munger, Tolles & Olson LLP

✔

Compensation;

Nominating and Governance

Julia M. Laulis

2017

Chair of the Board, President and Chief Executive Officer of Cable One

Executive

Mary E. Meduski

2019

President and Chief Financial Officer of TierPoint, LLC and Cequel III, LLC

✔

Audit;

Nominating and Governance

Sherrese M. Smith

2020

Partner at the law firm Paul Hastings LLP

✔

Nominating and Governance

Wallace R. Weitz

2015

Founder of Weitz Investment Management, Inc.

✔

Compensation; Executive

Katharine B. Weymouth

2015

Former Publisher and Chief Executive Officer of Graham Holdings Company (“GHC”)

✔

Audit;

Compensation

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm (page 21)

The following table provides summary information regarding the aggregate fees billed to the Company for professional services rendered by PwC for 2020 and 2019.

	2020		2019
Audit Fees	$	2,639,156	$	2,675,539
Audit-Related Fees		15,453		16,000
Tax Fees		—		—
All Other Fees		2,700		4,000
Total	$	2,657,309	$	2,695,539

Executive Compensation (page 23)

We have a performance-based compensation philosophy, and the key objectives of our executive compensation program are as follows:

■

Attract and retain highly qualified and productive executives.

■

Motivate executives to enhance our overall performance and profitability through the successful execution of our short- and long-term business strategies, with an emphasis on the long-term.

■

Align the long-term interests of our executives and stockholders through meaningful ownership of our stock by executives and by rewarding stockholder value creation.

■

Ensure that total compensation opportunities are competitive.

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The following charts show the components of 2020 target total direct compensation for our CEO and our other NEOs (except one newly hired NEO) and the percentage that is at-risk.

Proposal 3: Advisory Vote to Approve Executive Compensation for 2020 (page 46)

We are asking stockholders to approve an advisory resolution on the compensation of our NEOs as reported in this Proxy Statement. Although the say-on-pay vote is advisory and therefore non-binding, the Board and the Compensation Committee value the input of our stockholders and will review and consider the voting results when making future decisions regarding our executive compensation program. At our 2020 Annual Meeting of Stockholders, nearly 99% of the votes cast were in favor of our say-on-pay proposal.

Who Can Vote

Stockholders of record as of the close of business on April 5, 2021 (the “Record Date”) may vote at the Annual Meeting. Each of your shares—whether held (i) directly in your name as stockholder of record or (ii) in street name—entitles you to one vote with respect to each proposal to be voted on at the Annual Meeting. However, street name stockholders generally cannot vote their shares directly and instead must instruct the broker, bank or nominee how to vote their shares.

How to Cast Your Vote

You can vote using any of the following methods:

	Over the internet at www.proxyvote.com or scan the QR code on your proxy card or voting instruction form with your mobile device. We encourage you to vote this way.
	By toll-free telephone at 1-800-690-6903.
	By completing and mailing your proxy card or voting instruction form.
	By attending the Annual Meeting and voting in person. However, due to the continuing public health concerns surrounding the COVID-19 pandemic, you are encouraged to vote in advance utilizing one of the other methods described above and to join the webcast of the Annual Meeting rather that attending in person. Stockholders of record (that is, if your shares are registered in your name and not in “street name”) will be on a list held by the inspector of elections. Street name stockholders must obtain a proxy executed in their favor from the institution that holds their shares, whether it is their brokerage firm, bank or other nominee, and present it to the inspector of elections in order to vote at the Annual Meeting.

Cable One, Inc. ▪ 2021 Proxy Statement | 5

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PROXY STATEMENT

FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

MAY 21, 2021

This Proxy Statement contains information relating to the Annual Meeting of Cable One, or any adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Board is making this proxy solicitation.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders

to Be Held on May 21, 2021

Our Proxy Statement and Annual Report to Stockholders are available at

www.proxyvote.com

Other Questions and Answers

Q:	Will any other matters be voted on?
A:	We are not aware of any matters to be voted on other than those referred to in this Proxy Statement. If any other matter is properly brought before the Annual Meeting, Julia M. Laulis and Steven S. Cochran, acting as your proxies, will vote your shares at their discretion.

What else should I know about voting?

If you hold shares in “street name” (that is, your shares are held in a brokerage account by a broker, bank or other nominee, also known as a “beneficial owner”), you should follow the voting instructions provided by your broker, bank or other nominee.

If you wish to vote over the internet or by telephone, your vote must be received by 11:59 p.m., Eastern Time, on the day before the Annual Meeting. After that time, internet and telephone voting will not be permitted, and a stockholder of record wishing to vote who has not previously submitted a signed proxy card or voting instruction form must vote in person at the Annual Meeting. Stockholders of record will be on a list held by the inspector of elections. Street name stockholders must obtain a proxy executed in their favor from the institution that holds their shares, whether it is their brokerage firm, bank or other nominee, and present it to the inspector of elections in order to vote at the Annual Meeting. Voting in person by a stockholder at the Annual Meeting will replace any previous votes submitted by proxy.

Your shares will be voted as you indicate. If you are a stockholder of record and you sign and return a proxy card but do not indicate your voting preferences, Julia M. Laulis and Steven S. Cochran, acting as your proxies, will vote your shares in accordance with the Board’s recommendations specified in the Proxy Summary under “Voting Matters and Board Recommendations.”

Q:	Can I change my vote?
A:	Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting:

■

By entering a new vote over the internet or by telephone by 11:59 p.m., Eastern Time, on the day before the Annual Meeting;

■

By returning a properly signed proxy card with a later date that is received at or prior to the Annual Meeting; or

■

By voting in person at the Annual Meeting.

If you hold shares in street name, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your voting instructions in person at the Annual Meeting if you obtain a signed proxy from the record holder (bank, broker or other nominee) giving you the right to vote the shares. Only the latest validly executed proxy that you submit will be counted.

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What is a broker non-vote?

If you hold your shares in street name and do not provide voting instructions to your broker, NYSE rules grant your broker discretionary authority to vote your shares on “routine matters” at the Annual Meeting, including for the ratification of PwC as our independent registered public accounting firm for 2021 in Proposal 2. However, the proposals regarding the election of directors and say-on-pay are not considered “routine matters.” Furthermore, some brokers are electing to not exercise the discretionary authority granted to them pursuant to NYSE rules when they have not received instructions from their street name holders. As a result, if you hold your shares in street name and do not provide voting instructions to your broker, your shares:

■

will be voted on Proposal 2 if your broker chooses to exercise its discretionary authority to vote your shares and will not be voted on Proposals 1 and 3 (resulting in a “broker non-vote” with respect to each of those proposals); or

■

will not be voted on Proposal 2 if your broker chooses to not exercise its discretionary authority to vote your shares (resulting in your shares not being represented at the Annual Meeting).

“Broker non-votes” will be counted as present for purposes of determining a quorum and will have no effect on Proposals 1 and 3. Therefore, we urge you to promptly provide voting instructions to your broker or other nominee so that your shares are voted on all proposals.

Q:	What vote is required to approve a proposal?
A:	If a quorum is present at the Annual Meeting, the following chart describes the voting requirements for approval and the effect of abstentions and “broker non-votes” on each proposal. Stockholders may cast a “for,” “against” or “abstain” vote with regard to any director nominee or proposal.

Proposal	Vote Required for Approval	Effect of Abstentions	Effect of Broker Non- Votes
1. Election of Directors	Receipt of a majority of the votes cast at the Annual Meeting, meaning that the number of votes cast “for” a director nominee exceeds the number of votes cast “against” that nominee	No effect	No effect
2. Ratification of Appointment of Independent Registered Public Accounting Firm	Affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting	No effect	No effect (brokers have discretion to vote on this proposal)
3. Advisory Vote to Approve Executive Compensation for 2020	Affirmative vote of a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or represented by proxy at the Annual Meeting	No effect	No effect

What happens if a director nominee who is duly nominated does not receive a majority of the votes cast?

In accordance with our By-laws, any incumbent director who fails to receive a majority of the votes cast must submit an offer to resign from the Board no later than two weeks after the Company certifies the voting results. In that case, the remaining members of the Board will consider the resignation offer and may either (i) accept the offer or (ii) reject the offer and seek to address the underlying cause(s) of the majority-against vote. The Board must decide whether to accept or reject the resignation offer within 90 days following the certification of the stockholder vote, and, once the Board makes its decision, the Company must promptly make a public announcement of the Board’s decision (including a statement regarding the reasons for its decision in the event the Board rejects the offer of resignation).

Q:	Who will count the vote?
A:	Votes cast in person or by proxy at the meeting will be tabulated by the inspector of elections appointed for the meeting, who will determine whether a quorum is present. The inspector of elections need not be a stockholder, and no director or nominee for the election as a director may be appointed the inspector of elections.

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Q:	Where can I find the voting results of the Annual Meeting?
A:	We will report the voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

Who can attend the Annual Meeting in-person, and can I join the Annual Meeting any other way?

The Annual Meeting will be streamed for stockholders and other interested parties via a live audio webcast available on our investor relations website at ir.cableone.net or by visiting https://services.choruscall.com/links/cabo210521.html.

As we remain sensitive to the continuing public health concerns surrounding the COVID-19 pandemic and to support the well-being of our employees and stockholders, we are recommending that you join the webcast rather than attending the Annual Meeting in person this year. We are actively monitoring the pandemic and vaccine distributions rates as well as the protocols that Federal, state and local governments may impose. Except in the event that we are required, or determine it is prudent, to restrict in-person attendance at the Annual Meeting, all stockholders of record as of the close of business on April 5, 2021 can attend the Annual Meeting. If in-person attendance restrictions are imposed, we will make an announcement as promptly as practicable in advance of the Annual Meeting via a press release that will be posted on our investor relations website and will also be filed with the SEC as additional proxy materials. Street name stockholders may be asked to show proof of ownership in order to be admitted to the Annual Meeting.

If you join the live audio webcast, you will not be able to vote nor will your presence be counted for purposes of determining whether a quorum is present at the Annual Meeting. Accordingly, you are encouraged to vote in advance of the Annual Meeting over the internet, by toll-free telephone or by completing and mailing your proxy card or voting instruction form, as indicated above. In addition, stockholders and other interested parties listening via the live audio webast will not be able to pose questions.

What do I need to do to attend the Annual Meeting?

While we recommend that you join the webcast rather than attending the Annual Meeting in person, in order to be admitted to the Annual Meeting you may be asked to present proof of ownership of our common stock as of the Record Date. This can be a brokerage statement or letter from a broker, bank or other nominee indicating your ownership as of the Record Date, a proxy card or a legal proxy or voting instruction form provided by your broker, bank or nominee. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of the proof of ownership. Stockholders and proxyholders may also be asked to present a form of photo identification such as a driver’s license or passport.

Seating at the Annual Meeting will be on a first-come, first-served basis upon arrival at the Annual Meeting following social distancing and masking guidelines recommended by the Centers for Disease Control and Prevention. All Annual Meeting attendees will also be required to wear masks, which helps us to protect the health and safety of our our fellow employees, our stockholders and the community.

Backpacks, cameras, recording equipment and other electronic recording devices will not be permitted inside the Annual Meeting.

Failure to follow the Annual Meeting rules or permit inspection will be grounds for exclusion from the Annual Meeting.

Q:	Can I bring a guest?
A:	No. In-person attendance at the Annual Meeting is for stockholders only.

What is the quorum requirement of the Annual Meeting?

A majority of the votes entitled to be cast by the outstanding shares of common stock entitled to vote generally on the business properly brought before the Annual Meeting must be present in person or by proxy to constitute a quorum for the Annual Meeting. If you vote, your shares will be part of the quorum. Abstentions and “broker non-votes” will be counted for purposes of determining whether a quorum is present at the Annual Meeting. As of the Record Date, there were 6,034,547 shares of our common stock outstanding and entitled to vote.

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Who is soliciting proxies?

Solicitation of proxies is being made by our management on behalf of the Board through the mail, in person, over the internet or by telephone, without any additional compensation being paid to such members of management. The cost of such solicitation will be borne by us. In addition, we have requested brokers and other custodians, nominees and fiduciaries to forward proxy cards and proxy soliciting material to stockholders, and we will pay their fees and reimburse them for their expenses in so doing.

Q:	What other information about Cable One is available?
A:	The following information is available:

■

We maintain on our investor relations website, ir.cableone.net, copies of our Annual Report on Form 10-K; Annual Report to Stockholders; Corporate Governance Guidelines; Code of Business Conduct and Ethics; charters of the Audit, Compensation, Executive and Nominating and Governance Committees; Policy Statement Regarding Director Nominations and Stockholder Communications (the “Policy Statement”); and other information about the Company.

■

In addition, printed copies of these documents will be furnished without charge (except exhibits) to any stockholder upon written request addressed to our Secretary at 210 E. Earll Drive, Phoenix, Arizona, 85012.

■

Amendments to, or waivers granted to our directors and executive officers under, the Code of Business Conduct and Ethics, if any, will be posted on our website.

Can I receive materials relating to the Annual Meeting electronically?

To assist us in reducing costs related to the Annual Meeting, stockholders who vote over the internet may consent to electronic delivery of mailings related to future annual stockholder meetings. We also make our Proxy Statements and Annual Reports available online and may eliminate mailing hard copies of these documents to those stockholders who consent in advance to electronic distribution. If you are voting over the internet, you may consent online at www.proxyvote.com when you vote. If you hold shares in street name, please also refer to information provided by the broker, bank or other nominee for instructions on how to consent to electronic distribution.

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PROPOSAL 1: ELECTION OF DIRECTORS

Our Board is currently divided into three classes, designated Class I, Class II and Class III, with staggered three-year terms, such that the term of one class expires at each annual meeting of stockholders. At our 2020 Annual Meeting of Stockholders, our stockholders approved our Amended and Restated Certificate of Incorporation (the “Charter”) to declassify the Board beginning with the Annual Meeting and provide for the annual election of all directors phased in over a three-year period. In accordance with this phase-in period, the nominees listed below and at each subsequent annual meeting are being proposed for election to one-year terms (until the first annual meeting of stockholders next following the director’s election and until the director’s successor is elected and qualified). As a result, our Board will be fully declassified following our 2023 Annual Meeting of Stockholders. Our Charter and By-laws provide that the number of the directors of the Company will be fixed from time to time by the Board.

There are four Class III directors whose term of office expires in 2021. The nominees for election as directors, to serve for a one-year term until the 2022 Annual Meeting of Stockholders and until their successor is elected and qualified, are Thomas S. Gayner, Deborah J. Kissire, Thomas O. Might, and Kristine E. Miller. All nominees are currently directors of the Company.

The candidates for election have been nominated by the Board based on the recommendation of the Nominating and Governance Committee. In choosing directors and nominees, the Company seeks individuals of the highest personal and professional ethics, integrity, business acumen and commitment to representing the long-term interests of our stockholders and other stakeholders. In respect of its composition, the Board considers the diversity, skills and experience of prospective nominees in the context of the needs of the Board and seeks directors who are “independent” under applicable law and listing standards. Although our Corporate Governance Guidelines and the Policy Statement do not prescribe specific standards regarding Board diversity, the Board considers, as a matter of practice, the diversity of prospective nominees (including incumbent directors), both culturally and in terms of the variety of viewpoints on the Board, which may be enhanced by a mix of different professional and personal backgrounds and experiences. While diversity and the variety of viewpoints, backgrounds and experiences represented on the Board are always considered, the Board believes that a prospective nominee should not be chosen nor excluded solely or principally because of factors such as race, creed, color, religion, national origin, sex/gender, affectional or sexual orientation, gender identity, age or disability.

The Board is committed to evaluating diverse candidates for every vacancy, and it will include women and persons of color in each candidate pool from which non-incumbent director nominees are selected, consistent with its past practice. Over the last two years, the Board has elected three new female directors, including one racially diverse director.

Directors are elected by the affirmative vote of a majority of the votes cast at the Annual Meeting. The Board knows of no reason that would cause any nominee to be unable to act or to refuse to accept their nomination or election. In the event that any nominee for election withdraws or for any reason is not able to serve as a director, the individuals acting as your proxies may vote for such other person as the Board may nominate.

The following table presents certain information, as of April 5, 2021, concerning each nominee for election as a director at, and each director whose term of office will continue after, the Annual Meeting.

Name	Age	Director Since	Current Class	Position	Expiration of Term as Director
Julia M. Laulis	58	2017	I	Chair of the Board, President and Chief Executive Officer	2022
Brad D. Brian*	68	2015	I	Director	2022
Thomas S. Gayner*	59	2015	III	Lead Independent Director	2021
Deborah J. Kissire*	63	2015	III	Director	2021
Mary E. Meduski*	62	2019	II	Director	2023
Thomas O. Might*	69	1995	III	Director	2021
Kristine E. Miller*	57	2019	III	Director	2021
Sherrese M. Smith*	49	2020	II	Director	2023
Wallace R. Weitz*	71	2015	II	Director	2023
Katharine B. Weymouth*	54	2015	I	Director	2022

^* Independent Director

In addition to the information presented below regarding each nominee’s specific qualifications, skills, attributes and experience that led the Board to conclude that he or she should serve as a director, the Board believes that each nominee has demonstrated established records of accomplishment in areas relevant to our strategy and operations and share characteristics identified in our Corporate Governance Guidelines, Code of Business Conduct and Ethics and the Policy Statement as essential to a well-functioning deliberative body, including honesty, integrity, judgment, acumen, ethics, financial literacy, independence, competence, diligence and commitment to the interests of all stockholders to build long-term stockholder value.

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All of the directors and nominees have held senior positions as leaders of complex organizations and gained expertise in core management skills, such as strategy and business development, innovation, line operations, brand management, finance, legal, compensation, leadership development, compliance and risk management. They have significant experience in corporate governance and oversight through their positions as senior executives and as directors of public companies and other institutions. These skills and experience are pertinent to our current and evolving business strategies, as well as to the Board’s oversight role, and enable the directors to provide diverse perspectives about the complex issues facing the Company.

The following matrix and biographies highlight significant qualifications, skills, attributes and experience of each of our directors who is a nominee for election as a director or whose term of office will continue after the Annual Meeting. The matrix is a summary only; therefore, it does not include all of the qualifications, skills, attributes and experience that each director offers, and the fact that a particular qualification, skill, attribute or experience is not listed does not mean that a director does not possess it.

Data, Video, Voice /

Communications /

Media Industry

Experience

Leadership

Experience

Governance /

Outside Board

Experience

Financial /

Accounting

Expertise

Legal

Expertise

Diversity

Brad D. Brian

✔

Thomas S. Gayner

✔

Deborah J. Kissire

✔

Julia M. Laulis

✔

Mary E. Meduski

✔

Thomas O. Might

✔

Kristine E. Miller

✔

Sherrese M. Smith

✔

Wallace R. Weitz

✔

Katharine B. Weymouth

✔

Nominees for Election for a Term Expiring at the 2022 Annual Meeting of Stockholders

Thomas S. Gayner

Mr. Gayner has served as Co-Chief Executive Officer of Markel Corporation, a publicly traded financial holding company headquartered in Glen Allen, Virginia, since January 2016 and as a director since August 2016. He also served as President and Chief Investment Officer of Markel Corporation from May 2010 until December 2015 and as a director of Markel Corporation from 1998 to 2003. Since 1990, he has served as President of Markel-Gayner Asset Management Corporation. Previously, he was a certified public accountant at PwC and a Vice President of Davenport & Company LLC in Virginia. Mr. Gayner serves on the boards of Colfax Corporation and GHC. He also serves on the board of The Davis Series Mutual Funds.

Mr. Gayner brings to the Board the leadership, management oversight and financial skills gained in his role as a senior manager and director of Markel Corporation as well as other public company boards.

In considering the nomination of Mr. Gayner to serve an additional term as a director, the other members of the Nominating and Governance Committee (on which Mr. Gayner serves as Chair) and the Board carefully examined and assessed Mr. Gayner’s roles with and obligations to entities other than the Company, including his position as an executive officer of Markel Corporation and his services as a board member of other public companies, including our former corporate parent, GHC. Among the numerous benefits derived from Mr. Gayner’s service as a director, the Board believes that his experience, perspective and insights all strongly align with our long-term focus; his presence on and helping lead the Board provides stability and continuity in light of the shift in our strategic focus over the last decade to being a broadband-centric connectivity provider as well as in our evaluation, execution and/or integration efforts related to multiple acquisitions and strategic investments; and his deep understanding of and involvement with various stakeholders stemming from his roles at other companies provides a unique and valuable resource to Cable One. The Nominating and Governance Committee and the Board also took note of Mr. Gayner’s perfect attendance record in 2019 and 2020 at meetings of the Board and of the Committees on which he served as well as his exceptional attendance record in his nearly six years of service on our Board (having attended all but two of his Board and Committee meetings during that time). Furthermore, Mr. Gayner has vigorously discharged his leadership roles as our Lead Independent Director and as Chair of the Executive and Nominating and Governance Committees, both in preparedness and active participation, and he continues to be a valuable member of the Board with sufficient capacity to devote the necessary time and attention to matters concerning the Board. After a thorough evaluation of all of these considerations, as well as the leadership, management oversight and financial skills brought to the Board by Mr. Gayner, the Nominating and Corporate Governance Committee unanimously recommended and the Board unanimously re-nominated Mr. Gayner for election to the Board.

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Deborah J. Kissire

Ms. Kissire retired as a partner of Ernst & Young LLP, an independent registered public accounting firm, in July 2015 after a 36-year career. At the time of her retirement, Ms. Kissire served as Ernst & Young’s Vice Chair and East Central Region Managing Partner as well as a member of the Americas Executive Board. Ms. Kissire serves on the boards of Axalta Coating Systems Ltd., Celanese Corporation and Omnicom Group Inc., and she has served on the boards of Goodwill Industries of Greater Washington and Junior Achievement USA.

Ms. Kissire brings to the Board her significant experience in public company financial reporting, accounting and internal control matters.

Thomas O. Might

Mr. Might has been a member of the Board of Cable One since 1995. Prior to his retirement from Cable One in December 2017, Mr. Might served as Executive Chairman in 2017, as Chairman of the Board from 2015 to 2017, as Chief Executive Officer from 1994 to 2016 and as President from 1994 to 2014.

Mr. Might joined The Washington Post Company (now named Graham Holdings Company) in 1978 as assistant to publisher Donald E. Graham after serving a summer internship at the newspaper in 1977. He was promoted to Vice President-Production in 1982 and served in that position until 1987, when he became Vice President-Production and Marketing. In 1991, Mr. Might was named Vice President-Advertising Sales. In 1993, Mr. Might was promoted to President and Chief Operating Officer of Cable One. He became President and Chief Executive Officer of Cable One in 1994 and was elected to the Board in 1995. Mr. Might was a Combat Engineer Officer in the U.S. Army from 1972 to 1976.

Mr. Might brings to the Board leadership and management oversight skills as well as intimate knowledge and perspective about the Company’s history, strategic and operational opportunities and challenges, economic and industry trends, and the competitive and financial positioning of the Company based on his various executive roles at Cable One.

Kristine E. Miller

Ms. Miller served as Senior Vice President, Chief Strategy Officer for eBay, a global ecommerce marketplace, from September 2014 until February 2020. Prior to joining eBay, Ms. Miller was a Partner and Director at Bain & Company, a global management consulting firm, from 1990 until 2014. At Bain, Ms. Miller served in numerous leadership roles, including Chair of Bain’s Compensation and Promotion Committee. Ms. Miller currently serves on the boards of Neiman Marcus Group; Chairish, an online, high-end home furnishings marketplace; and Reflect, a privately held mental health platform. She has served on the boards of the eBay Foundation, Bain & Company, the California Chamber of Commerce and Junior Achievement of the Bay Area.

Ms. Miller brings to the Board her extensive experience, including working with company management and boards, on matters related to strategic leadership, marketing, technology, operations and organizational effectiveness across various industries as well as expertise related to acquisition and integration activities.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.

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Directors Continuing in Office

Brad D. Brian

Mr. Brian is a national trial lawyer and Chair of the law firm Munger, Tolles & Olson LLP, having practiced there for more than 39 years. A complex civil and criminal litigator, Mr. Brian is a Fellow in the American College of Trial Lawyers and the International Academy of Trial Lawyers. Mr. Brian has represented numerous Fortune 500 corporations in lawsuits and government investigations. This work has included trials, regulatory investigations and internal corporate investigations. He also has defended companies against more than 40 lawsuits filed under the qui tam provisions of the False Claims Act. Mr. Brian is the co-editor of Internal Corporate Investigations (ABA 4th Ed. 2017). Mr. Brian was named a “Litigator of the Year” by The American Lawyer in 2016. He serves on several non-profit boards, including the board of trustees of the UC Berkeley Foundation.

Mr. Brian brings to the Board his experience as a litigator and corporate advisor and his understanding of legal matters that may arise at Cable One.

Julia M. Laulis

Ms. Laulis has been Chair of the Board since January 2018, Chief Executive Officer and a member of the Board since January 2017 and President of Cable One since January 2015.

Ms. Laulis joined Cable One in 1999 as Director of Marketing – Northwest Division. In 2001, she was named Vice President of Operations for the Southwest Division. In 2004, she became responsible for starting Cable One’s Phoenix Customer Care Center. In 2008, she was named Chief Operations Officer, and in 2012, she was named Chief Operating Officer. In January 2015, she was promoted to President and Chief Operating Officer.

Prior to joining Cable One, Ms. Laulis served in various marketing management positions with Jones Communications. Ms. Laulis began her 35-plus-year career in the cable industry with Hauser Communications.

Ms. Laulis serves on the boards of The AES Corporation, C-SPAN, CableLabs and The Cable Center, and she is a trustee of the C-SPAN Education Foundation.

In addition to being the Company’s President and Chief Executive Officer, Ms. Laulis brings to the Board her significant operational and leadership experience as well as intimate knowledge and perspective about the strategic and operational opportunities and challenges, economic and industry trends, and competitive and financial positioning of the Company based on her various executive roles at Cable One.

Mary E. Meduski

Ms. Meduski has served as President and Chief Financial Officer and a director of TierPoint, LLC, a leading national provider of information technology and data center services, since December 2015. She also serves as President and Chief Financial Officer of Cequel III, LLC, TierPoint’s management company. Prior to joining TierPoint, Ms. Meduski served as Executive Vice President and Chief Financial Officer of Suddenlink Communications from 2006 until 2015. Before joining Suddenlink Communications, Ms. Meduski served as Executive Vice President and Chief Financial Officer of AAT Communications Corp., the largest privately owned wireless tower company in the United States at the time. Prior to joining AAT Communications, she was a Managing Director in the Media and Communications Investment Banking Groups of TD Securities and BankBoston Securities. Ms. Meduski is a member of the Cornell University Board of Trustees.

Ms. Meduski brings to the Board her significant leadership, financial and operating experience in the communications, media and technology industries.

Sherrese M. Smith

Ms. Smith has served as a corporate partner at Paul Hastings LLP since August 2013. She is a member of the firm’s media, technology and telecommunications practice and serves as Vice-Chair of the firm’s data privacy and cybersecurity practice. Prior to joining Paul Hastings, Ms. Smith served as Chief Counsel to Chairman Julius Genachowski at the FCC from July 2009 to June 2013. She was Vice President and General Counsel of Washington Post Digital from July 2002 to July 2009. Ms. Smith serves on the boards of NortonLifeLock Inc., America’s Public Television Stations (APTS) and the Philip Merrill College of Journalism at the University of Maryland.

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Ms. Smith brings to the Board her experience in counseling companies on complex transactional and regulatory issues involving media, communications and technology companies, including regarding data privacy and cybersecurity, as well as her insights having previously served at the FCC.

Wallace R. Weitz

Mr. Weitz founded the investment management firm Weitz Investment Management, Inc. in 1983 as Wallace R. Weitz & Company and has since served in various roles at Weitz Investment Management, including Chief Investment Officer, President and Portfolio Manager. Mr. Weitz manages the Partners III Opportunity Fund and co-manages the Partners Value Fund and Hickory Fund, each of which is managed by Weitz Investment Management. Mr. Weitz has served as a Trustee of the Weitz Funds since 1986. Mr. Weitz began his career in New York as a securities analyst before joining Chiles, Heider & Co. in Omaha, Nebraska in 1973. There, he spent 10 years as an analyst and portfolio manager. Mr. Weitz is on the board of trustees for Carleton College and serves on various other non-profit boards.

Mr. Weitz brings to the Board his substantial finance experience as an investor in public companies.

Katharine B. Weymouth

Ms. Weymouth served as Publisher and Chief Executive Officer of The Washington Post, the newspaper division of The Washington Post Company, from February 2008 until October 2014. Prior to becoming Publisher and Chief Executive Officer, Ms. Weymouth served in a number of different business roles at The Washington Post, including as Vice President of the advertising department. She began her career as an attorney, practicing for eight years, including as a judicial clerk on the U.S. Court of Appeals for the 9th Circuit for one year, as a litigator at the law firm of Williams & Connolly LLP for several years and in the legal department at The Washington Post for multiple years. Ms. Weymouth is a Senior Advisor to dineXpert, a group buying service for independent restaurants, after having previously served in the roles of Chief Operating Officer and President. Ms. Weymouth serves on the boards of GHC and Republic Services, Inc. She also serves as a director of the Sequoia Fund and at two private companies—Xometry and Empower. In addition, she is a trustee for the Philip L. Graham Fund, the Chair of the Board for The Greater Washington Community Foundation and an Advisory Board member of FiscalNote.

Ms. Weymouth brings to the Board public company leadership, management oversight and operational expertise gained through her various senior roles with and directorships at public and private companies as well as historical knowledge of our business from her time as a director of GHC.

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

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CORPORATE GOVERNANCE

Board Committees and Meeting Attendance

The standing committees of the Board consist of the Audit Committee, Compensation Committee, Executive Committee and Nominating and Governance Committee. As discussed in more detail below, each of the Audit, Compensation and Nominating and Governance Committees is comprised entirely of independent directors, consistent with the definition of “independent” under NYSE listing and SEC rules standards applicable to boards of directors generally and board committees in particular.

Each committee of the Board operates under a written charter that is maintained on our website, ir.cableone.net/govdocs, and has the authority to hire at the expense of the Company independent legal, accounting, compensation, financial or other advisors as it deems necessary or appropriate.

The following table summarizes the current membership of our 10-person Board and each of its committees, as well as the number of times the Board and each committee met during 2020.

Director	Board	Audit Committee	Compensation Committee	Executive Committee	Nominating and Governance Committee
Brad D. Brian*	✔		✔		✔
Thomas S. Gayner*	Lead Independent Director			Chair	Chair
Deborah J. Kissire*	✔	Chair
Julia M. Laulis	Chair			✔
Mary E. Meduski*	✔	✔			✔
Thomas O. Might*	✔
Kristine E. Miller*	✔		✔		✔
Sherrese M. Smith*	✔				✔
Wallace R. Weitz*	✔		Chair	✔
Katharine B. Weymouth*	✔	✔	✔
Number of Meetings	6	7	4	4	4

* Independent Director

Each director attended at least 75% of the total number of meetings of the Board and the committees of the Board on which the director served during their term of service in 2020.

As we are a part of the United States’ critical infrastructure, and our continued operation was and is essential to connectivity services that are vital during the COVID‐19 pandemic, during 2020, our Board members also regularly interacted on an informal basis to monitor the evolving situation caused by and the effects of the pandemic on our business and to review and discuss our responses to the pandemic to support the well-being of our employees, customers, suppliers, business partners and others.

Audit Committee

The functions of the Audit Committee include, among other duties, overseeing:

■

management’s conduct of our financial reporting process (including the development and maintenance of systems of internal accounting and financial controls);

■

the integrity of our financial statements;

■

our compliance with legal and regulatory requirements;

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■

the qualifications and independence of our independent registered public accounting firm;

■

the performance of our internal audit function;

■

the independent registered public accounting firm’s annual audit of our financial statements; and

■

the preparation of certain reports required by the rules and regulations of the SEC.

The Board has determined that all members of the Audit Committee are non-employee, “financially literate,” “independent” directors within the meaning of the listing standards of the NYSE. All members of the Audit Committee have also been determined to be “independent” within the meaning of the SEC rules applicable to service on audit committees. None of the members of the Audit Committee has accepted, other than in such person’s capacity as a Board or Board committee member, any consulting, advisory or other compensatory fee from the Company or its affiliates.

The Board has determined that each of Mses. Kissire and Meduski has the requisite background and experience to be and was designated an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K due to their extensive experience, as discussed under “Proposal 1: Election of Directors.” In addition, the Board has determined that all of the members of the Audit Committee are well grounded in financial matters and are familiar with GAAP. All of the members of the Audit Committee have a general understanding of internal controls and procedures for financial reporting, as well as an understanding of audit committee functions. To the extent that matters come before the Audit Committee that involve accounting issues, the members of the Audit Committee consult with and rely on management, in addition to consulting with external experts, such as the Company’s independent registered public accounting firm, PwC. In addition, the Audit Committee has authority to obtain advice from internal or external legal or other advisors.

Compensation Committee

The functions of the Compensation Committee include, among other duties:

■

determining and approving the compensation of our Chief Executive Officer;

■

reviewing and approving the compensation of our other executive officers;

■

overseeing the administration and determination of awards under our compensation plans;

■

overseeing our human capital programs, policies and practices, such as associate development, talent management, organizational culture and diversity and inclusion initiatives (except with respect to matters that are within the scope of responsibility of another committee of the Board); and

■

preparing any report on executive compensation required by the rules and regulations of the SEC.

All members of the Compensation Committee are non-employee directors and have been determined to be “independent” within the meaning of the listing standards of the NYSE and SEC rules applicable to service on compensation committees.

Executive Committee

The functions of the Executive Committee include, among other duties:

■

reviewing and providing guidance to the Board and to senior management of the Company regarding the Company’s strategy, operating plans and operating performance; and

■

performing such other duties or responsibilities as may be delegated to the Committee from time to time by the Board.

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Nominating and Governance Committee

The functions of the Nominating and Governance Committee include, among other duties:

■

overseeing our corporate governance practices;

■

reviewing and recommending to our Board amendments to our By-laws, Charter, committee charters and other governance policies;

■

reviewing and making recommendations to our Board regarding the structure of our various board committees;

■

identifying, reviewing and recommending to our Board individuals for election to the Board;

■

adopting and reviewing policies regarding the consideration of candidates for our Board proposed by stockholders and other criteria for membership on our Board;

■

overseeing the Chief Executive Officer succession planning process, including an emergency succession plan;

■

reviewing the leadership structure for our Board;

■

overseeing our Board’s annual self-evaluation; and

■

overseeing and monitoring general governance matters, including communications with stockholders and regulatory developments relating to corporate governance.

All members of the Nominating and Governance Committee are non-employee directors and have been determined to be “independent” within the meaning of the listing standards of the NYSE.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

In order to help assure the highest levels of business ethics at Cable One, our Board has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics, which are maintained on our website, ir.cableone.net/govdocs.

Corporate Governance Guidelines

Our Corporate Governance Guidelines provide a framework for the governance of the Company. Among other things, our Corporate Governance Guidelines address: director qualifications; Board operations, structure and leadership; director compensation; management review and succession; and director orientation and continuing education. The Corporate Governance Guidelines also provide for annual self-evaluations by the Board and its committees.

The Board has not established limits on the number of terms a director may serve prior to their 75th birthday; however, no director may be nominated to a new term if he or she would be age 75 or older at the time of the election, unless the Board, upon recommendation of the Nominating and Governance Committee, determines that it is in the best interests of the Company and its stockholders for the director to continue to serve on the Board for an additional term.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics applies to our directors, officers and employees. The Code of Business Conduct and Ethics is designed to deter wrongdoing and contains policies pertaining to, among other things, compliance with applicable laws, rules and regulations; the responsible use of and control over our assets and resources; the integrity of records, reports and financial statements; political contributions and activities; anti-bribery and anti-corruption laws; conflicts of interest and corporate opportunities; employment matters, including equal employment opportunity and anti-harassment and non-discrimination; fairness in business practices; antitrust laws; electronic communications and information security; confidential information; securities trading; government investigations; ethics hotline availability; and accountability for adherence to the Code of Business Conduct and Ethics and prompt internal reporting of any possible violations thereof.

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Director Nomination Process

Under our By-laws, stockholders of record are able to nominate persons for election to our Board only by providing proper written notice to our Secretary at our address set forth in this Proxy Statement. Proper notice must be timely, generally between 90 and 120 days prior to the relevant meeting (or, in the case of annual meetings, prior to the first anniversary of the prior year’s annual meeting), and must include, among other information, the name and address of the stockholder giving the notice, a representation that such stockholder is a holder of record of our common stock as of the date of the notice, certain information regarding such stockholder’s beneficial ownership of our securities and any derivative instruments based on or linked to the value of or return on our securities as of the date of the notice, certain information relating to each person whom such stockholder proposes to nominate for election as a director and a representation as to whether such stockholder intends to solicit proxies. In addition, in the event a stockholder of record desires to bring any other business before the meeting, proper notice must include a brief description of such other business the stockholder proposes to bring before the meeting and the reason for conducting such business.

The Nominating and Governance Committee will consider director candidates recommended by stockholders. Our By-laws provide that any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to our Board, if such stockholder complies with the applicable notice procedures.

Our Corporate Governance Guidelines and the Policy Statement contain information concerning the responsibilities of the Nominating and Governance Committee with respect to identifying and evaluating future director candidates. The Policy Statement sets forth our Nominating and Governance Committee’s general policy regarding the consideration of candidates proposed by stockholders; a description of the minimum criteria used by the Nominating and Governance Committee in evaluating candidates for the Board; a description of the Nominating and Governance Committee’s process for identifying and evaluating director nominees (including candidates recommended by stockholders); and the general process for communications between stockholders and the Board. Spencer Stuart, a national outside director search firm that we retained in 2018, assisted in identifying Ms. Miller, who was elected by the Board in September 2019 and is a nominee for election at the Annual Meeting.

Majority Voting for Directors

Our By-laws provide for majority voting in uncontested director elections, and any incumbent director who fails to receive a majority of the votes cast must submit an offer to resign from the Board no later than two weeks after the Company certifies the voting results. In that case, the remaining members of the Board would consider the resignation offer and may either (i) accept the offer or (ii) reject the offer and seek to address the underlying cause(s) of the majority-against vote. The Board must decide whether to accept or reject the resignation offer within 90 days following the certification of the stockholder vote, and, once the Board makes its decision, the Company must promptly make a public announcement of the Board’s decision (including a statement regarding the reasons for its decision in the event the Board rejects the offer of resignation).

Director Independence

As set forth in our Corporate Governance Guidelines, the majority of directors must be “independent” according to the criteria for independence established by the NYSE. Our Corporate Governance Guidelines also require that all members of each of the standing committees of the Board (other than the Executive Committee) must be independent, including any enhanced independence standards applicable to a particular committee, and none of the members of the standing committees (other than the Executive Committee) may have a material relationship with the Company. In order to determine that a director is independent, the Board must make an affirmative determination that the director satisfies applicable regulatory and NYSE listing requirements to be an independent director of the Company and that the director is free of any other relationship that would interfere with the exercise of independent judgment by such director. The Board has determined that the following directors are independent: Mr. Brian, Mr. Gayner, Ms. Kissire, Ms. Meduski, Mr. Might (beginning in 2021), Ms. Miller, Ms. Smith, Mr. Weitz and Ms. Weymouth. The Board also determined that prior to his retirement as a member of the Board in February 2021, Mr. Spoon was independent.

Executive Sessions of the Non-Management Directors

The listing standards of the NYSE call for the non-management directors of the Company to meet at regularly scheduled executive sessions without management. Mr. Gayner serves as Lead Independent Director of the Board, and he presides at the executive sessions of the Board. In 2020, the non-management directors regularly met in executive sessions outside the presence of any employee director or management, and the non-management directors expect to meet in executive session in 2021 as appropriate.

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Board Leadership Structure

As set forth in our Corporate Governance Guidelines, the Board supports flexibility in determining its leadership structure by not requiring the separation of the roles of Chair of the Board and Chief Executive Officer. The Board believes that the Company and its stockholders are best served by maintaining this flexibility rather than mandating a particular leadership structure.

We currently do not separate the roles of Chair of the Board and Chief Executive Officer as Ms. Laulis serves in both roles. The Board believes that Ms. Laulis’ service as both Chair of the Board and Chief Executive Officer is in the best interests of the Company and that this structure is appropriate because Ms. Laulis possesses in-depth strategic and operational knowledge of the opportunities and challenges facing the Company and has played a critical role in the growth of the Company during her more than 20-year career at Cable One through her experiences as an employee, executive and director of Cable One. Her dual role promotes decisive leadership, accountability and clarity in the overall direction of the Company’s business strategy as well as effective decision-making and strategic alignment between the Board and the Company’s senior management. The Board also believes that this approach facilitates clear and consistent communication of the Company’s strategy to all stakeholders and that, in consultation with our Lead Independent Director, Ms. Laulis is best positioned to develop agendas that focus on matters that merit Board attention.

As provided in our Corporate Governance Guidelines, to ensure the Board’s independence and proper functioning, the Board also appoints a Lead Independent Director who must be independent according to the criteria for independence established by the NYSE. Mr. Gayner currently serves in this capacity. The Lead Independent Director typically chairs executive sessions of Board meetings and consults with Ms. Laulis and senior management regarding issues to be included in Board meeting agendas. The Lead Independent Director is also expected to collaborate with Ms. Laulis, along with the other members of the Executive Committee, in reviewing key operational and other matters and to act as a liaison between Ms. Laulis and the non-management directors. The role of the Lead Independent Director is to provide strong leadership of the non-management directors and help the Board provide effective independent oversight of the Chair of the Board and Chief Executive Officer.

Phase-out of Classified Board Structure

We are in the process of declassifying our Board over a three-year phase-in period as discussed in greater detail in Proposal 1 and below. Pursuant to the Charter, the phase-in will have the following effects:

■

the nominees elected at the Annual Meeting (and at each subsequent annual meeting) will be elected for one-year terms;

■

beginning with the 2022 Annual Meeting of Stockholders, a majority of the directors will be elected annually; and

■

following the 2023 Annual Meeting of Stockholders, the entire Board will be elected annually.

As a result, our Board will be fully declassified following our 2023 Annual Meeting of Stockholders.

Board’s Role in Risk Oversight

The Board as a whole actively considers strategic decisions proposed by management, including matters affecting the business strategy and competitive and financial positions of the Company, and monitors the Company’s risk profile. Board meetings are focused on strategic matters affecting major areas of the Company’s business, including operational, execution and competitive risks and risk management initiatives. The Board fulfills certain risk oversight functions through its standing committees. For ex

SEC Form DEF 14A filed by Cable One, Inc.