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0001632127false00016321272024-05-172024-05-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________

FORM 8-K
___________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 16, 2024
___________________________

Cable One, Inc.

(Exact Name of Registrant as Specified in Its Charter)
___________________________

Delaware 001-36863 13-3060083
(State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (I.R.S. Employer Identification No.)

210 E. Earll Drive, Phoenix, Arizona
 85012
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (602) 364-6000
___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share CABO New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 16, 2024, Cable One, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2024, and the final voting results for each matter.
Proposal No. 1: Election of Directors
At the Annual Meeting, the Company’s stockholders voted upon the election of nine director nominees, each to hold office until the 2025 Annual Meeting of Stockholders and until their respective successors are elected and qualified. The number of votes cast for and against each nominee, as well as the number of abstentions and broker non-votes, were as follows:
 Director Nominee
  
For
  
Against
  
Abstain
  
Broker Non-Votes
P. Robert Bartolo 4,900,763 13,397 23,299 212,386
Brad D. Brian 4,832,826 83,058 21,575 212,386
Deborah J. Kissire   4,600,033 316,268 21,158 212,386
Julia M. Laulis 4,831,883 84,433 21,143 212,386
Mary E. Meduski 4,859,572 56,541 21,346 212,386
Thomas O. Might   4,894,122 21,796 21,541 212,386
Sherrese M. Smith 4,866,423 49,894 21,142 212,386
Wallace R. Weitz   4,867,355 48,932 21,172 212,386
Katharine B. Weymouth 4,174,187 742,129 21,143 212,386
Proposal No. 2: Ratification of Appointment of 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, 2024. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
For
  
Against
  
Abstain
  
Broker Non-Votes
5,109,568 19,195 21,082   —
Proposal No. 3: Advisory Vote to Approve Compensation of Named Executive Officers for 2023
The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2023. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:
For
  
Against
  
Abstain
  
Broker Non-Votes
4,712,859 161,813 62,787 212,386








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
  Cable One, Inc.
     
  By: /s/ Peter N. Witty
    Name: Peter N. Witty
    Title: Chief Legal and Administrative Officer
 
Date: May 17, 2024