---
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"
generated_at: "2026-06-16T09:42:46.262010+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# SHEN shareholders re-elect directors, ratify RSM US as auditor, approve say-on-pay

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001171843-23-002594
- JSON: https://secwatch.observer/filing/0001171843-23-002594.json
- Plain text: https://secwatch.observer/filing/0001171843-23-002594.txt

## Key facts
- Shareholder Votes
  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.
  - Proposal: say on pay frequency
  - Meeting: 2023-04-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/0001171843-23-002594-index.htm
- Shareholder Votes
  SHENANDOAH TELECOMMUNICATIONS CO/VA/ shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2023-04-25 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/0001171843-23-002594-index.htm
- Shareholder Votes
  SHENANDOAH TELECOMMUNICATIONS CO/VA/ shareholders approved Election of Directors at the 2023-04-25 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/0001171843-23-002594-index.htm
- Shareholder Votes
  SHENANDOAH TELECOMMUNICATIONS CO/VA/ shareholders approved Non-Binding Vote on Named Executive Officer Compensation at the 2023-04-25 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-04-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/354963/000117184323002594/0001171843-23-002594-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.