Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August 4, 2020, the board of directors (the "Board") of Cable One, Inc. (the
"Company"), upon the recommendation of the Nominating and Corporate Governance
Committee of the Board, increased the number of directors constituting the Board
from 10 to 11 and elected Sherrese M. Smith, 48, to serve as a director of the
Company, effective immediately, filling the vacancy resulting from the increase.
Ms. Smith was elected as a Class II director with a term expiring at the 2023
Annual Meeting of Stockholders. The Board also named Ms. Smith to serve as a
member of the Nominating and Governance Committee effective August 4, 2020.
Ms. Smith will receive cash and equity compensation in accordance with the
Company's Non-Employee Director Compensation Program, as disclosed in the
Company's 2020 Proxy Statement, including an annual equity award grant in the
form of restricted stock units under the Amended and Restated Cable One, Inc.
2015 Omnibus Incentive Compensation Plan with a grant-date fair value of
approximately $125,000 and an annual cash retainer of $75,000, each pro-rated
for the portion of the 2020-2021 service year following her election to the
Board.
There is no other arrangement or understanding between Ms. Smith or any other
person pursuant to which she was elected as a director of the Company. There are
no family relationships among Ms. Smith and any of the Company's directors or
executive officers. Ms. Smith has not had an interest in any transaction since
the beginning of the Company's last fiscal year, or any currently proposed
transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On August 5, 2020, the Company issued a press release announcing Ms. Smith's
election to the Board. A copy of this press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The information contained in this Item 7.01 as well as in Exhibit 99.1 is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and such information shall not be
deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
99.1 Press release issued by Cable One, Inc. on August 5, 2020.
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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