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| SHEN > SEC Filings for SHEN > Form 8-K on 18-Apr-2012 | All Recent SEC Filings |
18-Apr-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Y
On April 17, 2012, the Company's Board of Directors approved changes to the Company's Bylaws to permit the President, in addition to the Board of Directors, to appoint and remove certain officers of the Company. (Article IV, Sections 1 through 5)
A copy of the Bylaws, as amended, is included as Exhibit 3.2 to this report.
(a) On April 17, 2012, Shenandoah Telecommunications Company held its annual shareholder meeting. At the meeting, the directors set forth below were appointed to three year terms, and two proposals, one to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2012, and the second to approve named executive officer compensation, were approved by shareholders voting by proxy or in person.
(b) The final voting results with respect to each proposal voted upon at the annual shareholder meeting are set forth below.
Proposal 1:
The Company's shareholders elected each of the three nominees to the Board of
Directors for a three-year term by a plurality of votes cast:
Votes Broker
Votes For Withheld Non-Votes
Ken L. Burch 14,857,397 703,721 2,518,271
Richard L. Koontz, Jr. 14,528,583 1,032,535 2,518,271
Jonelle St. John 14,862,554 698,564 2,518,271
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There were no abstentions in the election of directors.
Proposal 2:
The Company's shareholders ratified the appointment of KPMG LLP, as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes 17,731,102 122,091 226,196 -
Proposal 3:
The Company's shareholders approved by advisory vote the compensation paid to the Company's named executive officers, as set forth below:
Votes For Votes Against Abstentions Broker Non-Votes 14,270,664 609,014 670,352 2,529,359
The following information is furnished pursuant to Regulation FD: On April 17, 2012, Shenandoah Telecommunications Company held its annual shareholder meeting. The materials attached hereto as Exhibit 99.1 and Exhibit 99.2 were presented at the meeting. The presentations are also available on the Company's website.
The presentation may contain forward-looking statements about Shenandoah Telecommunications regarding, among other things, our business strategy, our prospects and our financial position. These statements can be identified by the use of forward-looking terminology such as "believes," "estimates," "expects," "intends," "may," "will," "should," "could," or "anticipates" or the negative or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. Shenandoah Telecommunications undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.
(d) Exhibits
The following exhibits are furnished with this Current Report on Form 8-K.
3.2 Shenandoah Telecommunications Company Bylaws, as amended
99.1 Annual Meeting Presentation Slides
99.2 Annual Meeting Scripts
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