UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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of the Securities Exchange Act of 1934
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Emerging growth company
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 25, 2023, Shenandoah Telecommunications Company (the “Company”) held its annual shareholder meeting. At the annual meeting, the following proposals were submitted to a vote of the Company’s shareholders:
Proposal 1 – Election of Directors
The following Director nominees were elected. All individuals elected as a Director will serve a three (3) year term expiring at the annual meeting of shareholders in 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| Tracy Fitzsimmons | 30,554,150 | 2,042,051 | 41,876 | 7,736,559 |
| John W. Flora | 31,795,051 | 818,754 | 24,272 | 7,736,559 |
| Kenneth L. Quaglio | 32,337,486 | 245,677 | 54,914 | 7,736,559 |
Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of RSM US LLP, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 40,094,528 | 164,819 | 115,289 | - |
Proposal 3 - Non-Binding Vote on Named Executive Officer Compensation
The Company’s shareholders approved, on a non-binding basis, the compensation paid to the Company’s named executive officers, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 31,797,144 | 632,998 | 207,935 | 7,736,559 |
Proposal 4 - Non-Binding Vote on the Frequency of Future Shareholder Votes on Named Executive Officer Compensation
The Company’s shareholders voted, on a non-binding basis, on the frequency of future shareholder votes on the compensation paid to the Company’s named executive officers, as set forth below:
| One (1) Year | Two (2) Years | Three (3) Years | Abstentions | Broker Non-Votes |
| 30,463,589 | 138,657 | 1,957,216 | 78,615 | 7,736,559 |
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 thereunto duly authorized.
| SHENANDOAH TELECOMMUNICATIONS COMPANY | |
| Dated: April 26, 2023 | /s/ Derek C. Rieger |
| Derek C. Rieger | |
| Vice President – Legal and General Counsel | |
| (Duly Authorized Officer) |