0000354963 False 0000354963 2024-07-30 2024-07-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  July 30, 2024

_______________________________

Shenandoah Telecommunications Company

(Exact name of registrant as specified in its charter)

_______________________________

Virginia000-0988154-1162807
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

500 Shentel Way
P.O. Box 459

Edinburg, Virginia 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:

☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock (No Par Value)SHENNASDAQ 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 July 30, 2024, the Board of Directors (the “Board”) of Shenandoah Telecommunications Company (the “Company”) increased the size of the Board from 10 to 11 and appointed Michael A. Rhymes to serve as a Class 2 Director, effective immediately. Mr. Rhymes’ initial term will expire at the Company’s annual meeting of shareholders in 2025 or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal from office. The Board appointed Mr. Rhymes to serve on its Audit Committee.

       Mr. Rhymes will receive compensation for his service on the Board in accordance with the Company’s standard policies, as described under “Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 14, 2024.

Item 7.01. Regulation FD Disclosure.

       On July 31, 2024, the Company issued a press release announcing the appointment of Mr. Rhymes to the Board, a copy of which is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No Description
   
99.1 Press Release, dated July 31, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

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.

 Shenandoah Telecommunications Company
   
  
Date: July 31, 2024By: /s/ Derek C. Rieger        
  Derek C. Rieger
  Vice President - Legal and General Counsel
  

 

EXHIBIT 99.1

Shenandoah Telecommunications Company Names Michael A. Rhymes to Board of Directors

EDINBURG, Va., July 31, 2024 (GLOBE NEWSWIRE) -- Shenandoah Telecommunications Company (Shentel) (NASDAQ:SHEN) announced the appointment of Michael A. Rhymes to its board of directors and to its Audit Committee on July 30, 2024.

Mr. Rhymes is the Chief Information Officer at Entergy (NYSE: ETR), which he joined in 2021. He is responsible for all of Entergy’s information technology systems, with a focus on delivering high value and innovative IT solutions via reliable, cost-effective and secure IT services. Prior to joining Entergy, Mr. Rhymes was the Chief Information Officer at Gates Corporation where he developed the global information technology strategy and built the global IT organization required to implement and support the strategy. Before Gates, Mr. Rhymes held leadership positions at Eaton, Cooper Industries, Ernst & Young and Anderson Consulting (now known as Accenture).

Mr. Rhymes received both a Bachelor of Science in Economics and a Master of Business Administration from Texas A&M University.

“We are delighted to have Michael join our board of directors,” said Christopher E. French, Chairman and CEO of Shentel. “We are very fortunate to have the benefit of Michael’s extensive experience in strategic planning, large-scale business transformation and organizational development, as well an in-depth understanding of a wide spectrum of relevant technology and cyber security issues in a highly regulated industry. We look forward to his contributions to Shenandoah Telecommunications Company as a director and member of our audit committee.”

About Shenandoah Telecommunications Company

Shenandoah Telecommunications Company (Shentel) provides residential and commercial broadband services through its high speed, state-of-the-art fiber optic and cable networks to customers in seven contiguous states in the eastern United States. The Company’s services include: broadband internet, video, voice, high-speed Ethernet, dark fiber leasing, and managed network services. The Company owns an extensive regional network with approximately 15,600 route miles of fiber. For more information, please visit www.shentel.com.

CONTACT:

Shenandoah Telecommunications Company
Heather K. Tormey
Vice President, Chief Human Resources Officer
540-984-5203

        

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Entity Registrant Name Shenandoah Telecommunications Company
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Entity Address, Address Line One 500 Shentel Way
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