{"schema_version":"secwatch.filing_event.v1","accession":"0001171843-23-002594","form_type":"8-K","ticker":"SHEN","cik":"0000354963","company_name":"SHENANDOAH TELECOMMUNICATIONS CO/VA/","filed_at":"2023-04-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.813015+00:00","generated_at":"2026-06-16T09:42:46.262010+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.15,"calibrated_materiality_score":0.15,"confidence":"high","headline":"SHEN shareholders re-elect directors, ratify RSM US as auditor, approve say-on-pay","bullets":["Elected Tracy Fitzsimmons (30.6M for, 2.0M against), John Flora (31.8M for, 0.8M against), Kenneth Quaglio (32.3M for, 0.2M against) as directors for three-year terms.","Ratified RSM US LLP as independent auditor with 40.1M votes for, 164.8K against, 115.3K abstentions.","Approved non-binding say-on-pay for named executive officers: 31.8M for, 633K against, 207.9K abstentions.","Adopted one-year frequency for future say-on-pay votes: 30.5M for one year, 1.96M for three years."],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-23-002594","json":"https://secwatch.observer/filing/0001171843-23-002594.json","markdown":"https://secwatch.observer/filing/0001171843-23-002594.md","text":"https://secwatch.observer/filing/0001171843-23-002594.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/0001171843-23-002594-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/f8k_042623.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T09:42:46.262010+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"352c2600203373f15a05bc2dc277fdb0efc97c57","claim":"SHENANDOAH TELECOMMUNICATIONS CO/VA/ shareholders voted on Non-Binding Vote on the Frequency of Future Shareholder Votes on Named Executive Officer Compensation at the 2023-04-25 meeting.","evidence_excerpt":"Proposal 4 - Non-Binding Vote on the Frequency of Future Shareholder Votes on Named Executive Officer Compensation The Company’s shareholders voted, on a non-binding basis, on the frequency of future shareholder votes on the compensation paid to the Company’s named executive officers, as set forth below: One (1) Year Two (2) Years Three (3) Years Abstentions Broker Non-Votes 30,463,589 138,657 1,957,216 78,615 7,736,559","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/0001171843-23-002594-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Meeting","value":"2023-04-25"}],"fact_type":"shareholder_vote"},{"claim_id":"397ec605d84c77b408397ad84ed6a3634bd5aa9f","claim":"SHENANDOAH TELECOMMUNICATIONS CO/VA/ shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2023-04-25 meeting.","evidence_excerpt":"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 40,094,528 164,819 115,289 -","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/0001171843-23-002594-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-25"}],"fact_type":"shareholder_vote"},{"claim_id":"e7729c35c7c35cec709c2452800b3eb88472b713","claim":"SHENANDOAH TELECOMMUNICATIONS CO/VA/ shareholders approved Election of Directors at the 2023-04-25 meeting.","evidence_excerpt":"Proposal 1 – Election of Directors The following Director nominees were elected. All individuals elected as a Director will serve a three (3) year term expiring at the annual meeting of shareholders in 2026. Votes For Votes Against Abstentions Broker Non-Votes Tracy Fitzsimmons 30,554,150 2,042,051 41,876 7,736,559 John W. Flora 31,795,051 818,754 24,272 7,736,559 Kenneth L. Quaglio 32,337,486 245,677 54,914 7,736,559","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/0001171843-23-002594-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-25"}],"fact_type":"shareholder_vote"},{"claim_id":"f617d2ea44eb43ffcb5f9d3745e9527aadbfc95c","claim":"SHENANDOAH TELECOMMUNICATIONS CO/VA/ shareholders approved Non-Binding Vote on Named Executive Officer Compensation at the 2023-04-25 meeting.","evidence_excerpt":"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 31,797,144 632,998 207,935 7,736,559","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/0001171843-23-002594-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-04-25"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}