false 0001632127 0001632127 2020-08-04 2020-08-04
 
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): August 4, 2020
___________________________
 
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
 
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 5.02
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
 
104
 
The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
 
 
 
 
SIGNATURE
 
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:
Senior Vice President, General Counsel
and Secretary
 
 
Date: August 5, 2020
 
 
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