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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