Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2021, Cable One, Inc. (the "Company") held its 2021 Annual Meeting of
Stockholders (the "Annual Meeting"). The following is a summary of the final
voting results for each matter presented to stockholders at the Annual Meeting.
The proposals related to each matter are described in detail in the Company's
definitive proxy statement for the Annual Meeting, which was filed with the
Securities and Exchange Commission on April 16, 2021.
Proposal No. 1: Election of Directors
At the Annual Meeting, the Company's stockholders voted upon the election of
four director nominees, each to hold office until the 2022 Annual Meeting of
Stockholders and until their respective successor is elected and qualified. The
votes were cast for each nominee as set forth below:
Director Nominee For Against Abstain Broker Non-Votes
Thomas S. Gayner 2,517,492 2,878,377 1,710 198,477
Deborah J. Kissire 5,359,977 35,951 1,651 198,477
Thomas O. Might 5,372,211 23,689 1,679 198,477
Kristine E. Miller 4,382,734 1,013,196 1,649 198,477
The Company's Amended and Restated By-laws (the "By-laws") provide for majority
voting in uncontested director elections, and any incumbent director who fails
to receive a majority of the votes cast must submit an offer to resign from the
Company's Board of Directors (the "Board") no later than two weeks after the
Company certifies the voting results. At the Annual Meeting, Mr. Gayner received
less than a majority of the votes cast. As a result, Mr. Gayner has submitted to
the Company an offer to resign from the Board. In accordance with the By-Laws,
the other members of the Board will consider Mr. Gayner's resignation offer and
may either (i) accept the offer or (ii) reject the offer and seek to address the
underlying cause(s) of the majority-against vote. The Board must decide whether
to accept or reject the resignation offer within 90 days following the
certification of the stockholder vote, and, once the Board makes its decision,
the Company must promptly make a public announcement of the Board's decision
(including a statement regarding the reasons for its decision in the event the
Board rejects the offer of resignation).
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, 2021, as set forth below:
For Against Abstain Broker Non-Votes
5,589,632 4,640 1,784 N/A
Proposal No. 3: Advisory Vote to Approve Compensation of Named Executive
Officers for 2020
The Company's stockholders approved, on a non-binding advisory basis, the
compensation of the Company's named executive officers for 2020, as set forth
below:
For Against Abstain Broker Non-Votes
5,231,826 118,234 47,519 198,477
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