Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On July 1, 2019, 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 eight to nine and elected Mary E. Meduski, 60, to serve as a director of
the Company, effective immediately, filling the vacancy resulting from the
increase. Ms. Meduski was elected as a Class II director, with a term expiring
at the 2020 Annual Meeting of Stockholders. The Board also named Ms. Meduski to
serve as a member of the Audit Committee, effective immediately.
Ms. Meduski will receive cash and equity compensation in accordance with the
Company's Non-Employee Director Compensation Program, as disclosed in the
Company's 2019 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 2019-2020 service year following her appointment to the
There is no other arrangement or understanding between Ms. Meduski or any other
person pursuant to which she was elected as a director of the Company. There are
no family relationships among Ms. Meduski and any of the Company's directors or
executive officers. Ms. Meduski 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 July 1, 2019, the Company issued a press release announcing Ms. Meduski'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 to be "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 into any of the Company's filings
under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
99.1 Press release issued by Cable One, Inc. on July 1, 2019.
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