Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

--12-31

On May 15, 2020, Cable One, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting"), at which the Company's stockholders, upon the unanimous recommendation of the Company's Board of Directors (the "Board"), approved a proposal to amend and restate the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate") to declassify the Board over a three-year period such that directors elected beginning at the Company's 2021 Annual Meeting of Stockholders and at each subsequent annual meeting will be elected to one-year terms, and the Board will be fully declassified following the Company's 2023 Annual Meeting of Stockholders. In accordance with the proposal, the Restated Certificate also provides that directors may be removed with or without cause, except that a director elected to a class of directors serving the remainder of a three-year term is removable only for cause.

On May 18, 2020, the Restated Certificate was filed with the Secretary of State of the State of Delaware, and it became effective on such date.

This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following is a summary of the final voting results for each matter presented to stockholders at the Annual Meeting held on May 15, 2020.

Proposal No. 1: Election of Directors

The Company's stockholders elected the three director nominees, each to hold office until the 2023 Annual Meeting of Stockholders and until his or her respective successor is elected and qualified, as set forth below:



                                                            Broker
                      For         Against      Abstain     Non-Votes
Mary E. Meduski    4,704,220       4,440        1,404       336,648
Alan G. Spoon      4,314,219      394,375       1,470       336,648
Wallace R. Weitz   3,621,282     1,087,227      1,555       336,648


Proposal No. 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020, as set forth below:



                                           Broker
       For        Against     Abstain     Non-Votes
    5,044,820       457        1,435         N/A


Proposal No. 3: Advisory Vote to Approve Compensation of Named Executive Officers for 2019

The Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers for 2019, as set forth below:



                                           Broker
       For        Against     Abstain     Non-Votes
    4,649,475     54,810       5,779       336,648




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Proposal No. 4: Approval of Restated Certificate

The Company's stockholders approved the Restated Certificate to declassify the Board over a three-year period and provide for the annual election of directors, as set forth below:



                                           Broker
       For        Against     Abstain     Non-Votes
    4,706,867      2,414        783        336,648


Item 9.01   Financial Statements and Exhibits.


Exhibit       Description

  3.1           Amended and Restated Certificate of Incorporation of Cable
              One, Inc.
  104         The cover page of this Current Report on Form 8-K, formatted in
              Inline XBRL.



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