Shenandoah Telecommunications Co filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Principal Accounting Officer
On April 22, 2025, Tracy L. Willis was appointed principal accounting officer of Shenandoah Telecommunications Company (the “Company”).
Ms. Willis, age 60, joined the Company as Vice President and Chief Accounting Officer on December 16, 2024. Prior to joining Shentel, Ms. Willis worked for The Walt Disney Company where she spent the last 35 years in progressive accounting and finance leadership positions including Vice President, Segment Controller of Parks and Resorts, Vice President, Senior Controller for The Walt Disney Company and most recently as Vice President, Senior Controller of Finance Transformation. Tracy is a CPA and graduate of the University of Delaware. There will be no changes to Ms. Willis’ compensation in connection with her appointment as principal accounting officer other than her entry into the Severance Agreement, as discussed below.
There is no family relationship between Ms. Willis and any director or other executive officer of the Company. No arrangement or understanding exists between Ms. Willis and any other person pursuant to which she was selected as an officer of the Company. Since the beginning of the Company’s last fiscal year through the date hereof, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Ms. Willis had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
Severance Agreement
In connection with her appointment as principal accounting officer, Shentel Management Company, an affiliate of the Company, will enter into a severance agreement with Ms. Willis, which provides for certain payments in the event of certain terminations of employment (the “Severance Agreement”).
The terms of the Severance Agreement with Ms. Willis are substantially the same as the terms of the form of severance agreement previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2020, which description is incorporated herein by reference. The description of the Severance Agreement with Ms. Willis does not purport to be complete and is qualified in its entirety by reference to the full text of the form of severance agreement, a copy of which was included as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on February 20, 2025, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 22, 2025, the Company held its annual shareholder meeting. At the annual meeting, the following proposals were submitted to a vote of the Company’s shareholders:
Proposal 1 – Election of Directors
The following Director nominees were elected.
Victor C. Barnes, James F. DiMola and Christopher E. French will serve a three (3) year term expiring at the Company’s annual meeting of shareholders in 2028. Michael A. Rhymes will serve a two (2) year term expiring at the Company’s annual meeting of shareholders in 2027. Matthew S. DeNichilo will serve a one (1) year term expiring at the Company’s annual meeting of shareholders in 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| Victor C. Barnes | 36,927,727 | 219,474 | 49,050 | 7,971,781 |
| James F. DiMola | 33,806,785 | 3,344,859 | 44,607 | 7,971,781 |
| Christopher E. French | 36,685,153 | 479,383 | 31,715 | 7,971,781 |
| Michael A. Rhymes | 36,974,454 | 168,110 | 53,687 | 7,971,781 |
| Matthew S. DeNichilo | 36,944,014 | 196,781 | 55,456 | 7,971,781 |
Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of RSM US LLP, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 44,944,952 | 147,392 | 75,688 | - |
Proposal 3 - Non-Binding Vote on Named Executive Officer Compensation
The Company’s shareholders approved, on a non-binding basis, the compensation paid to the Company’s named executive officers, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 36,383,019 | 716,777 | 96,455 | 7,971,781 |
Item 7.01. Regulation FD Disclosure.
On April 22, 2025, following the formal portion of the Annual Meeting, Mr. Christopher French, Chairman of the Board, President and CEO, Mr. James Volk, Senior Vice President of Finance and CFO, and Mr. Edward McKay, Executive Vice President and COO, provided a brief presentation on the Company. The presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Presentation Materials from the Annual Meeting, dated April 22, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| SHENANDOAH TELECOMMUNICATIONS COMPANY | |
| Dated: April 23, 2025 | /s/ Derek C. Rieger |
| Derek C. Rieger | |
| Vice President – Legal and General Counsel | |