SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
Shenandoah Telecommunications Company
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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SHENANDOAH TELECOMMUNICATIONS COMPANY
124 South Main Street
Edinburg, Virginia
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 2002
March 22, 2002
TO THE SHAREHOLDERS OF SHENANDOAH TELECOMMUNICATIONS COMPANY:
The annual meeting of shareholders of Shenandoah Telecommunications Company
will be held in the auditorium of the Company's offices at 500 Mill Road,
Edinburg, Virginia, on Tuesday, April 16, 2002, at 11:00 a.m. for the following
purposes:
1. To elect three Class I Directors to serve until the 2005 Annual
Shareholders' Meeting; and
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Only shareholders of record at the close of business March 19, 2002, will
be entitled to vote at the meeting.
Lunch will be provided.
By Order of the Board of Directors
Harold Morrison, Jr.
Secretary
IMPORTANT
YOU ARE URGED TO COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD IN THE
SELF-ADDRESSED STAMPED (FOR U. S. MAILING) ENVELOPE PROVIDED AS PROMPTLY AS
POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO
ATTEND THE MEETING IN PERSON, YOU MAY THEN WITHDRAW YOUR PROXY AND VOTE YOUR OWN
SHARES.
PROXY STATEMENT
P. O. Box 459
Edinburg, VA 22824
March 22, 2002
TO THE SHAREHOLDERS OF SHENANDOAH TELECOMMUNICATIONS COMPANY:
Your proxy in the enclosed form is solicited by the management of the
Company for use at the Annual Meeting of Shareholders to be held in the
auditorium of the Company's offices at 500 Mill Road, Edinburg, Virginia, on
Tuesday, April 16, 2002, at 11:00 a.m., and any adjournment thereof.
The mailing address of the Company's executive offices is P. O. Box 459,
Edinburg, Virginia 22824.
The Company has 8,000,000 authorized shares of common stock, of which
3,767,695 shares were outstanding on March 19, 2002. This proxy statement and
the Company's Annual Report, including financial statements for 2001, are being
mailed on or about March 22, 2002, to approximately 3,757 shareholders of record
on March 19, 2002. Only shareholders of record on that date are entitled to
vote. Each outstanding share will entitle the holder to one vote at the Annual
Meeting. The Company intends to solicit proxies by the use of the mail, in
person, and by telephone. The cost of soliciting proxies will be paid by the
Company.
Executed proxies may be revoked at any time prior to exercise. Proxies will
be voted as indicated by the shareholders. Executed but unmarked proxies will be
voted "FOR" the election of the three nominees for Class I Director.
THE ELECTION OF DIRECTORS
Directors Standing for Election
There are currently nine directors (constituting the entire Board of
Directors of the Company), divided into three classes. The current term of Class
I Directors expires at the 2002 Annual Meeting. The Board of Directors proposes
that the nominees described below, all of whom are currently serving as Class I
Directors, be re-elected to Class I for a new term of three years and until
their successors are duly elected and qualified.
The proxy holders will vote the proxies received by them (unless contrary
instructions are noted on the proxies) for the election of the three nominees as
directors, all of whom are now members of and constitute the Class I Directors.
If any such nominees should be unavailable, the proxy holders will vote for
substitute nominees in their discretion. Shareholders may withhold the authority
to vote for the election of directors or one or more of the nominees. Directors
will be elected by a plurality of the votes cast. Abstentions and shares held in
street name that are not voted in the election of directors will not be included
in determining the number of votes cast. The names and principal occupation of
the three nominees, six current directors and executive officers are indicated
in the following table. The Board of Directors unanimously recommends a vote
"FOR" election of the three nominees for Class I Director.
1
BOARD OF DIRECTORS
Year
Elected Principal Occupation and Other Directorships for Past
Name of Director Director Age Five Years
- -------------------------------- ------------ ------ -------------------------------------------------------
(1) (2) (3)
Nominees for Election of Directors
Class I (Term expires 2005) - The directors standing for election are:
Douglas C. Arthur 1997 59 Attorney-at-Law, Arthur and Allamong; Director, First
National Corporation; Member, Shenandoah County School
Board.
Harold Morrison, Jr. 1979 72 Chairman of the Board, Woodstock Garage, Inc. (an auto
Secretary of the Company sales & repair firm)
Zane Neff 1976 73 Retired Manager, Hugh Saum Company, Inc. (a hardware and
Asst. Secretary of the Company furniture store)
Directors Continuing in Office
Class II (Term expires 2003)
Noel M. Borden 1972 65 Retired President, H. L. Borden Lumber Company (a retail
Vice President building materials firm); Chairman of the Board, First
National Corporation.
Ken L. Burch 1995 57 Farmer
Grover M. Holler, Jr. 1952 81 President, Valley View, Inc. (a real estate developer)
Class III (Term expires 2004)
Dick D. Bowman 1980 73 President, Bowman Bros., Inc. (a farm equipment dealer);
Treasurer of the Company Director, Shenandoah Valley Electric Cooperative;
Director, The Rockingham Group; Director, Old Dominion
Electric Cooperative.
Christopher E. French 1996 44 President, Shenandoah Telecommunications Co. and its
President subsidiaries; Director, First National Corporation.
James E. Zerkel II 1985 57 Vice Pres., James E. Zerkel, Inc. (a hardware firm);
Director, Shenandoah Valley Electric Cooperative.
(1) The directors who are not full-time employees of the Company were
compensated in 2001 for their services on the Board and one or more of the
Boards of the Company's subsidiaries at the rate of $550 per month plus
$550 for each Board meeting attended. Additional compensation was paid
during the year to certain non-employee directors who also serve as Vice
President, Secretary, Assistant Secretary, and Treasurer, for their
services in these capacities, in the amounts of $1,920, $3,840, $1,920, and
$3,840, respectively.
(2) Years shown are when first elected to the Board of the Company or the
Company's predecessor, Shenandoah Telephone Company. Each nominee has
served continuously since the year he joined the Board.
(3) Each director also serves as a director of the Company's subsidiaries.
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Attendance of Board Members at Board and Committee Meetings
During 2001, the Board of Directors held 13 meetings. All of the directors
attended at least 75 percent of the aggregate of: (1) the total number of
meetings of the Board of Directors; and (2) the total number of meetings held by
all committees of the Board on which they served.
Standing Audit, Nominating, and Compensation Committees
of the Board of Directors
1. Audit Committee - The Audit Committee of the Board consists of Grover M.
Holler, Jr. (Chairman), Douglas C. Arthur, and James E. Zerkel II. During
2001 there were five meetings of the Audit Committee. The Committee is
responsible for the employment of outside auditors and for receiving and
reviewing the auditors' report.
2. Nominating Committee - The Board of Directors does not have a standing
Nominating Committee.
3. Compensation Committee - The Personnel Committee of the Board of Directors
performs the function of a compensation committee. The Personnel Committee
consists of the following directors: Noel M. Borden (Chairman), Harold
Morrison, Jr., and James E. Zerkel II. The committee is responsible for the
wages, salaries, and benefit programs for all employees. During 2001 there
were three meetings of this committee.
STOCK OWNERSHIP
The following table presents information relating to the beneficial
ownership of the Company's outstanding shares of common stock by all directors,
executive officers, and all directors and officers as a group. The Company is
not aware of any other ownership interest of 5% or more of the Company's
outstanding stock.
No. of Shares
Name and Address Owned as of 2-1-02 (1) Percent of Class (2)
--------------------- ---------------------- --------------------
Douglas C. Arthur 1,610 *
Noel M. Borden 16,077 *
Dick D. Bowman 46,564 1.24
Ken L. Burch 45,172 1.20
Christopher E. French 294,803 (3) 7.83
Grover M. Holler, Jr. 70,736 1.88
Harold Morrison, Jr. 19,828 *
Zane Neff 8,026 *
James E. Zerkel II 4,498 *
David E. Ferguson 2,879 (3) *
David K. MacDonald 969 (3) *
Laurence F. Paxton 2,482 (3) *
William L. Pirtle 1,931 (3) *
Total shares beneficially owned by
13 directors and officers as a group 515,575 13.67
(1) Includes shares held by relatives and in certain trust relationships, which
may be deemed to be beneficially owned by the nominees under the rules and
regulations of the Securities and Exchange Commission; however, the
inclusion of such shares does not constitute an admission of beneficial
ownership.
(2) Asterisk indicates less than 1%.
(3) Includes 1,898, 1,355, 749, 1,277 and 1,297 shares subject to options
exercisable within 60 days by Christopher French, David Ferguson, David
MacDonald, Laurence Paxton, and William Pirtle, respectively.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 2001, the Company purchased vehicles and received services from Mr.
Morrison's company in the amount of $199,385; and, purchased supplies and
received services from Mr. Zerkel's company in the amount of $2,139. Management
believes that each of the companies provides these services to the Company on
terms comparable to those available to the Company from other similar companies.
No other director is an officer, director, employee, or owner of a significant
supplier or customer of the Company.
SUMMARY COMPENSATION TABLE
The following Summary Table is furnished as to the salary and incentive
payment paid by the Company and its subsidiaries on an accrual basis during the
fiscal years 1999, 2000, and 2001 to, or on behalf of, the Chief Executive
Officer and each of the other executive officers who earn more than $100,000 per
year.
Annual Compensation Long-Term
----------------------- Compensation
Name and Principal Incentive Other
Position Year Salary ($) Payment ($) Options (#) Compensation ($) (1)
- ------------------------------- ---- ---------- ----------- ----------- --------------------
Christopher E. French 2001 $183,792 $20,481 615 $9,444
President 2000 168,375 43,342 573 8,938
1999 159,424 35,700 529 8,225
David E. Ferguson 2001 118,938 8,599 434 8,017
Vice President- 2000 111,681 18,123 406 7,703
Customer Service 1999 105,277 15,705 371 7,161
David K. MacDonald 2001 104,031 9,539 341 6,938
Vice President- 2000 87,004 17,725 317 6,379
Engineering & Construction 1999 84,365 13,039 262 5,720
Laurence F. Paxton 2001 95,646 7,201 304 6,651
Vice President- 2000 88,839 14,855 287 6,401
Finance 1999 84,872 12,290 283 5,906
William L. Pirtle 2001 114,144 8,615 398 7,065
Vice President- 2000 106,387 17,733 391 6,660
Personal Comm. Service 1999 101,633 15,384 378 6,192
(1) Includes amounts contributed by the Company under its 401(k) and Flexible
Benefits Plans, each of which is available to all regular Company
employees.
OPTION GRANTS TABLE
Option Grants in Last Fiscal Year
Individual Grants Potential Realizable Value
--------------------------------------------------------- at Assumed Annual Rates of
Percent of Total Exercise Stock Price Appreciation for
Options Options Granted Or Base Option Term
Granted (1) To Employees Price Expiration ----------------------------
Name (Shares) In Fiscal Year Per Share Date 5% (2) 10% (2)
---- -------- -------------- --------- ---- ------ -------
Christopher E. French 615 3.1% $31.58 2/12/2006 $5,363 11,857
David E. Ferguson 434 2.2% 31.58 2/12/2006 3,784 8,368
David K. MacDonald 341 1.7% 31.58 2/12/2006 2,974 6,574
Laurence F. Paxton 304 1.5% 31.58 2/12/2006 2,651 5,861
William L. Pirtle 398 2.0% 31.58 2/12/2006 3,471 7,673
(1) Fifty percent of these options become exercisable on Feb 12, 2002, and the
remaining fifty percent on Feb 12, 2003.
(2) In order to realize the potential value set forth, the price per share of
the Company's common stock would be approximately $40.30 and $50.86,
respectively, at the end of the five-year option term.
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OPTION EXERCISES AND YEAR END VALUE TABLE
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Value
No. of Unexercised Value of Unexercised
Options/ in the Money
FY-End (Shares) Options/FY-End ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
---- ----------- -------- ------------- -------------
Christopher E. French 471 6,839 1,304 / 902 20,735 / 6,118
David E. Ferguson 352 5,111 935 / 637 14,891 / 4,319
David K. MacDonald 0 0 420 / 500 5,830 / 3,391
Laurence F. Paxton 0 0 981 / 448 16,135 / 3,034
William L. Pirtle 307 4,458 902 / 594 14,390 / 4,009
Closing price on December 31, 2001 was $39.25 and was used in calculating the
value of unexercised options.
RETIREMENT PLAN
The Company maintains a noncontributory defined benefit Retirement Plan for
its employees. The following table illustrates normal retirement benefits based
upon Final Average Compensation and years of credited service. The normal
retirement benefit is equal to the sum of:
(1) 1.14% times Final Average Compensation plus 0.65% times Final Average
Compensation in excess of Covered Compensation (average annual
compensation with respect to which Social Security benefits would be
provided at Social Security retirement age) times years of service
(not greater than 30); and
(2) 0.29% times Final Average Compensation times years of service in
excess of 30 years (such excess service not to exceed 15 years).
Estimated Annual Pension
-----------------------------------------
Years of Credited Service
----------------------------------------------------------------
Final Average
Compensation 15 20 25 30 35
----------------------------------------------------------------
$ 20,000 $ 3,420 $ 4,560 $ 5,700 $ 6,840 $ 7,130
35,000 5,985 7,980 9,975 11,970 12,478
50,000 9,579 12,772 15,965 19,158 19,883
75,000 16,292 21,722 27,153 32,583 33,671
100,000 23,004 30,672 38,340 46,008 47,458
125,000 29,717 39,622 49,528 59,433 61,246
150,000 36,429 48,572 60,715 72,858 75,033
175,000 43,142 57,522 71,903 86,283 88,821
200,000 49,854 66,472 83,090 99,708 102,608
Covered Compensation for those retiring in 2002 is $39,444. Final Average
Compensation equals an employee's average annual compensation for the five
consecutive years of credited service for which compensation was the highest.
The amounts shown as estimated annual pensions were calculated on a
straight-life basis assuming the employee retires in 2002. The Company did not
make a contribution to the Retirement Plan in 2001, as the Plan was adequately
funded. Christopher French, David Ferguson, David MacDonald, Laurence Paxton,
and William Pirtle had 20 years, 34 years, 6 years, 11 years, and 9 years,
respectively, of credited service under the plan as of January 1, 2002.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee of the Board of Directors of the Company serves as a
representative of the Board for general oversight of the Company's financial
accounting and reporting systems, communication with the independent auditors,
and monitoring compliance with applicable laws and regulations. The Board of
Directors has adopted a written
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charter for the Audit Committee. The Company's management has primary
responsibility for preparing the Company's financial statements and the
Company's financial reporting process. The Company's auditors are responsible
for expressing an opinion on the conformity of the Company's audited financial
statements with generally accepted accounting principles. In this context the
Audit Committee hereby reports as follows:
1. The Committee has reviewed and discussed the audited 2001 financial
statements with management.
2. The Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Standards No. 61.
3. The Committee has received the auditor's disclosures regarding the
auditor's independence from the Company.
4. No item has come to the attention of the Committee which would lead its
members to believe that the audited 2001 financial statements in the
Company's Annual Report contained an untrue statement of a material fact or
omitted a material fact that would make the statements misleading.
5. The Committee recommended to the Board of Directors, and the Board has
approved, that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the calendar year ended December
31, 2001 for filing with the Securities and Exchange Commission.
Each of the members of the Audit Committee is independent as defined under
the listing standards of the NASDAQ Stock Market.
Submitted by the Company's Audit Committee
Grover M. Holler, Jr., Chairman
Douglas C. Arthur
James E. Zerkel II
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The members of the Personnel Committee of the Board of Directors of the
Company perform the function of a compensation committee. The Committee's
approach to compensation of the Company's executive officers, including the
Chief Executive Officer, is to award a total compensation package consisting of
salary, annual and long-term incentives, and fringe benefit components, which
recognizes that the compensation of executive officers should be established at
levels which are consistent with the Company's objectives and achievements. The
compensation package, and the Committee's approach to setting compensation, is
to provide base salaries at levels that are competitive with amounts paid to
senior executives with comparable qualifications, experience, and
responsibilities. The annual incentive compensation is approved upon achievement
of corporate objectives. The longer-term incentive compensation, consisting of
the Company's Incentive Stock Option Plan, is closely tied to the Company's
success in achieving increases in the Company's stock price, thereby benefiting
all shareholders. The Committee reviews industry compensation surveys, and
compares compensation data from public filings by other publicly held companies
in our industry and market region. In setting the compensation of the executive
officers other than the Chief Executive Officer, the Committee receives and
accords significant weight to the input of the Chief Executive Officer.
The Committee has recognized the success of the Company's executives in
accomplishing the Company's various strategic objectives, and has taken into
account management's commitment to the long-term success of the Company. The
Company has continued to expand its product and service offerings and has also
continued its expansion beyond its traditional geographic base. The Company has
also continued to focus its efforts on increasing earnings and on providing
superior customer service while controlling operating costs. These actions will
in turn assist the Company in meeting the challenge of achieving growth in an
increasingly competitive telecommunications industry. Based upon its evaluation
of these and other relevant factors, the Committee is satisfied that the
executives have contributed positively to the Company's long-term financial
performance.
The annual base salary of the Chief Executive Officer is determined by the
Committee in recognition of his leadership role in formulating and executing
strategies for responding to the challenges of our industry, and the Committee's
assessment of his past performance and its expectation for his future
contributions in leading the Company. The 2001 base salary was not set in
response to attainment of any specific goals by the Company, although the
Committee took into consideration his individual contributions to the Company's
performance, reflected by approximately 46% growth in revenues, 34% growth in
operating earnings, and his overall efforts to successfully manage the Company's
profitable growth.
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The annual incentive plan stresses improvement in both financial
performance, as measured by increases in net income, and service provided to the
Company's customers, as measured by trouble reports from customers. Specific
target goals are set each year. In 2001, targets were set for increases in
revenues from the Company's PCS services; increases in earnings from our
non-wireless businesses; reductions in troubles reported by customers; and, a
subjective valuation of overall productivity, timely and cost effective
completion of projects, and improvement in working relationships between
different functional areas of the organization. Performance of these four
factors could range from 0 to 200%, and were weighted by 20%, 25%, 30%, and 25%,
respectively. Despite the Company's overall financial progress and continued
improvement in its service levels, it did not fully achieve its internally set
goals for improvement. While progress was made, the Company's improvements were
not as great as hoped for, and the Company reached less than 75 percent of its
combined goals. Since overall performance did not fully achieve the Company's
goals, the incentive payments made to the Company's president and other
executive officers were smaller than payments made in the previous year.
The long-term incentive plan involves most employees of the Company, and
incentive stock options are currently being granted on a formula related to base
salary. Rewards under this plan for the executive officers, as well as all
participating employees, are dependent upon increases in the market price of the
Company's stock.
Submitted by the Company's Personnel Committee:
Noel M. Borden, Chairman
Harold Morrison, Jr.
James E. Zerkel II
FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The following graph compares the performance of the Company's stock to the
NASDAQ Market Index and the S&P Telephone Index. The S&P Telephone Index
consists of Alltel Corporation; BellSouth Corporation; CenturyTel, Inc; Qwest
Communications International Inc.; SBC Communications Inc.; and Verizon
Communications. The graph assumes that the value of the investment in the
Company's stock and each of the indices was $100 at December 31, 1996 and that
all dividends were reinvested. As of October 23, 2000, the Company's stock
became listed on the NASDAQ National Market, and continued to trade under the
symbol "SHET."
-------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
-------------------------------------------------------------------------
Shenandoah Telecommunications Company 100 88 91 164 159 198
NASDAQ Stock Market 100 122 173 321 193 153
S&P Telephone Index 100 140 205 217 194 161
-------------------------------------------------------------------------
Comparison of Five-Year Cumulative Total Return among Shenandoah
Telecommunications Company, NASDAQ Market Index, and S&P Telephone Index
[LINE GRAPH OMITTED]
7
SECTION 16(a) - BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Ownership of and transactions in Company stock by executive officers and
directors are required to be reported to the Securities and Exchange Commission
pursuant to Section 16(a) of the Securities and Exchange Act. On November 13,
2001 Christopher E. French, David E. Ferguson, and William L. Pirtle, executive
officers, filed Forms 4 for the month ended October 31, 2001 to correct an
inadvertent failure to report the grant of incentive stock options in the
calendar years 1997, 1998, 1999, and 2000. On January 9, 2002 David K. MacDonald
and Laurence F. Paxton, executive officers, filed Forms 4 for the month ended
October 31, 2001 to correct an inadvertent failure to report the grant of
incentive stock options in the calendar years 1999 and 2000 for Mr. MacDonald
and the years 1997, 1998, 1999, and 2000 for Mr. Paxton. Based solely upon a
review of copies of reports of beneficial ownership provided to the Company by
officers and directors, the Company believes that all reports required pursuant
to Section 16(a) with respect to the year 2001 were timely filed.
INDEPENDENT PUBLIC ACCOUNTANTS
On March 12, 2001, the Company's Board of Directors voted to engage the
accounting firm of KPMG LLP as the principal accountant to audit the Company's
financial statements for the fiscal year ending December 31, 2001, to replace
the firm of McGladrey & Pullen, LLP, the principal accountant engaged to audit
the Company's financial statements as of December 31, 2000 and 1999, and for
each of the years in the three year period ended December 31, 2000. The Company
conducted a competitive proposal process to select the independent public
accountant to audit the Company's financial statements for the fiscal year
ending December 31, 2001. The Company's Audit Committee received bids from
several independent public accounting firms including McGladrey & Pullen, LLP.
After reviewing the proposals, the Company's Audit Committee selected KPMG LLP,
and the Company's Board of Directors approved this selection on March 12, 2001.
McGladrey & Pullen, LLP did not resign or decline to stand for reelection. The
Company decided, following the competitive proposal process, not to retain
McGladrey & Pullen, LLP with respect to the audit of the Company's financial
statements for periods beginning with the fiscal year ending December 31, 2001
and thereafter. McGladrey & Pullen, LLP's reports on the financial statements as
of December 31, 2000 and 1999, and for each of the years in the three year
period ended December 31, 2000, contained no adverse opinion or disclaimer of
opinion and were not qualified as to uncertainty, audit scope or accounting
principles. In connection with the audits of the three fiscal years ended
December 31, 2000 and through the subsequent interim period preceding the
engagement of KPMG LLP, there were no disagreements with McGladrey & Pullen, LLP
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements if not resolved
to their satisfaction would have caused them to make reference in connection
with their reports on the financial statements to the subject matter of the
disagreement. It is expected that representatives of KPMG LLP will be present at
the annual meeting.
Audit Fees
The aggregate fees billed for Audit of the Company's annual consolidated
financial statements for 2001 and the reviews of the financial statements
included in the Company's forms 10-Q for 2001 were $115,900.
Financial Information Systems Design and Implementation Fees
The Company did not engage the principal accountant for any services of
this nature.
All Other Fees
Other fees billed by the principal accountant were $5,800, which was for
tax planning services. The Audit Committee considers the nature of this work to
be compatible with maintaining the principal accountant's independence.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders to be included in management's proxy statement
and form of proxy relating to next year's annual meeting must be received at the
Company's principal executive offices no later than November 22, 2002. In
addition, in order for any matter to be properly brought before the 2003 annual
meeting, the shareholder must notify the Company in writing no later than
December 23, 2002. The notice shall set forth as to each matter the shareholder
proposes to bring before the annual meeting: (a) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting; (b) the name and record address
of the shareholder proposing such business; (c) the class, series and number of
shares of the Company's stock that are beneficially owned by the shareholder
proposing such business; and (d) any material interest of the shareholder in
such business.
8
OTHER MATTERS
Management does not intend to bring before the meeting any matters other
than those specifically described above and knows of no matters other than the
foregoing to come before the meeting. If any other matters properly come before
the meeting, it is the intention of the persons named in the accompanying form
of proxy to vote such proxy in accordance with their judgment on such matters,
including any matters dealing with the conduct of the meeting.
FORM 10-K
The Company's Annual Report on Form 10-K filed with the Securities and
Exchange Commission is available to shareholders, without charge, upon request
to Mr. Laurence F. Paxton, Vice President-Finance, Shenandoah Telecommunications
Company, P. O. Box 459, Edinburg, VA 22824; or, can be retrieved from the
Securities and Exchange Commission website at www.sec.gov.
9
Shenandoah Telecommunications Company PROXY
124 South Main Street This proxy is solicited on behalf of the
Edinburg, VA 22824 Board of Directors
- ----------------------------------------
The undersigned hereby appoints Noel M. Borden, Christopher E. French, and
Grover M. Holler, Jr., and each of them, as Proxies with full power of
substitution, to vote all common stock of Shenandoah Telecommunications Company
held of record by the undersigned as of March 19, 2002, at the Annual Meeting of
Shareholders to be held on April 16, 2002, and at any and all adjournments
thereof.
1. Election of Directors
[_] FOR CLASS I Douglas C. Arthur, Harold Morrison, Jr., Zane Neff
To withhold authority to vote for any individual nominee, strike a line
through the nominee's name listed above.
[_] Vote Withheld for all nominees listed above.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES.
Please mark, sign exactly as name appears below, date, and return this
proxy card promptly, using the enclosed envelope, whether or not you plan to
attend the meeting.
- --------------------------------------------------------------------------------
When signing as attorney, executor,
administrator, trustee, guardian, or
agent, please give full title as such.
If a corporation, please sign in full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
Dated _______________________, 2002
________________________________________
_____ I plan to attend the meeting SIGNATURE
_____ Number of persons attending ________________________________________
_____ I cannot attend the meeting ADDITIONAL SIGNATURE (if held jointly)
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