Cogent shareholders approve incentive plan; CEO Schaeffer gets 1M performance shares

COGENT COMMUNICATIONS HOLDINGS, INC.

Stockholders approved Third Amended 2017 Incentive Award Plan, increasing share pool by 1.5M shares and extending term to 2036.
CEO Dave Schaeffer granted 1,000,000 performance-vesting restricted shares with stock price targets: 200K at $70, 300K at $85, 500K at $100.
Vesting requires continuous service as CEO through Feb 2031; shares forfeited if targets not met by that date.
In a change of control, vesting accelerates using CIC price; pro-rata vesting between tranches if price between $70 and $100.
All five director nominees elected; plan approved 25.5M for, 8.6M against; EY ratified as auditor for FY2026.

Key facts

Extracted from this filing and checked against the source text.

Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accountants at the 2026-05-01 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2026-05-01

Exact text from the filing

Stockholders approved the third proposal, to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026. The vote on this third proposal was as follows: FOR: 38,382,379; AGAINST: 253,556; ABSTAIN: 100,229. There were no broker non-votes on this third proposal.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Election of Directors at the 2026-05-01 meeting.

Proposal: director election
Outcome: passed
Meeting: 2026-05-01

Exact text from the filing

Under the first proposal, each of the following nominees was elected to the Company’s Board, to hold office until his or her successor is elected and qualified, with the following voting results: Dave Schaeffer: FOR: 33,770,339 AGAINST: 298,162 ABSTAIN: 226,945 Marc Montagner: FOR: 33,195,178 AGAINST: 871,912 ABSTAIN: 228,356 Steven D. Brooks: FOR: 33,709,605 AGAINST: 358,645 ABSTAIN: 227,196 Paul de Sa: FOR: 33,239,690 AGAINST: 828,492 ABSTAIN: 227,264 Lewis H. Ferguson, III: FOR: 33,799,996 AGAINST: 268,378 ABSTAIN: 227,072 Eve Howard: FOR: 33,875,706 AGAINST: 186,017 ABSTAIN: 233,723 Deneen Howell: FOR: 33,523,127 AGAINST: 544,758 ABSTAIN: 227,561 Sheryl Kennedy: FOR: 33,888,718 AGAINST: 179,269 ABSTAIN: 227,459 Broker non-votes for the first proposal were 4,440,718 shares.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Advisory vote to approve named executive officer compensation at the 2026-05-01 meeting.

Proposal: say on pay
Outcome: passed
Meeting: 2026-05-01

Exact text from the filing

Stockholders approved the fourth proposal, to approve named executive officer compensation. The vote on this fourth proposal was as follows: FOR: 23,028,277; AGAINST: 11,056,995; ABSTAIN: 210,174. Broker non-votes for this fourth proposal were 4,440,718 shares.

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

COGENT COMMUNICATIONS HOLDINGS, INC. shareholders approved Approval of the Third Amended and Restated Cogent Communications Holdings, Inc. 2017 Incentive Award Plan at the 2026-05-01 meeting.

Proposal: equity plan
Outcome: passed
Meeting: 2026-05-01

Exact text from the filing

Stockholders approved the second proposal, to approve the Plan. The vote on this second proposal was as follows: FOR: 25,506,567; AGAINST: 8,664,157; ABSTAIN: 124,722. Broker non-votes for this second proposal were 4,440,718 shares.

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COGENT COMMUNICATIONS HOLDINGS, INC. filing history →

Source: SEC EDGAR

accession 0001104659-26-054817

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