Current Report Filing (8-k)
May 25 2021 - 5:01PM
Edgar (US Regulatory)
0000354963
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0000354963
2021-05-20
2021-05-20
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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): May 20, 2021
_______________________________
Shenandoah Telecommunications Company
(Exact name of registrant as specified in its charter)
_______________________________
Virginia
(State or other jurisdiction
of incorporation)
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0-9881
(Commission File Number)
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54-1162807
(IRS Employer Identification No.)
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500 Shentel Way
P.O. Box 459
Edinburg, VA 22824
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(Address of principal executive offices) (Zip Code)
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(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:
☐ 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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock (No Par Value)
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SHEN
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NASDAQ Global Select Market
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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 May 20, 2021, David L. Heimbach notified Shenandoah Telecommunications
Company (the “Company”) that he is resigning as Executive Vice President and Chief Operating Officer of the Company, effective
July 2, 2021, in order to become President and Chief Operating Officer of MetroNet, Inc. Mr. Heimbach will remain with the Company through
July 2, 2021 to facilitate the transition of his responsibilities.
On May 25, 2021, the Company promoted Edward
H. McKay to the position of Executive Vice President and Chief Operating Officer of the Company, effective upon Mr. Heimbach’s departure.
Mr. McKay, age 48, has served as the Company’s Senior Vice President, Engineering & Operations since 2019. He previously held
the position of Senior Vice President Wireline and Engineering since 2015. Mr. McKay joined the Company in 2004 and began his telecommunications
industry career in 1996, including previous engineering management positions at GTE, UUNET, MCI and Verizon.
Effective upon his promotion, Mr.
McKay’s base salary will be increased to $375,000, his target bonus under the Company’s annual cash bonus plan will be increased
to 70% of his base salary, and his target awards under the Company’s annual equity award program will be increased to no less than
100% of his base salary. Mr. McKay will also continue to be entitled to participate in the Company’s medical, dental, 401(k) and
other standard benefit plans, which are generally available to Company employees.
There is no family relationship between
Mr. McKay and any director or other executive officer of the Company. No arrangement or understanding exists between Mr. McKay and any
other person pursuant to which he was selected as an officer of the Company. Additionally, there are no related person transactions
in which Mr. McKay has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the Exchange Act of
1934, as amended.
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.
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SHENANDOAH TELECOMMUNICATIONS COMPANY
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Dated: May 25, 2021
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/s/ Raymond B. Ostroski
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Raymond B. Ostroski
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Vice President - Legal and General Counsel
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