UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM
______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
______________________________
(Exact name of registrant as specified in its charter)
______________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) | ||
| (Registrant’s telephone number, including area code) | ||
______________________________
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 30, 2024, Shenandoah Telecommunications Company (the “Company”)
filed Articles of Correction (the “Articles of Correction”) with the State Corporation Commission of the Commonwealth of Virginia
to correct the Company’s Articles of Amendment (the “Articles of Amendment”), effective as of April 30, 2024. The Articles
of Amendment were corrected to reflect that only the first paragraph of Article VI was amended.
The foregoing description of the Articles of Correction is qualified in its entirety by reference to the full text of the Articles of Correction, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Articles of Correction, dated May 30, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 31, 2024 | /s/ Derek C. Rieger |
| Derek C. Rieger | |
| Vice President – Legal and General Counsel | |
Exhibit 3.1
ARTICLES OF CORRECTION
TO THE
ARTICLES OF AMENDMENT
OF
SHENANDOAH TELECOMMUNICATIONS COMPANY
The undersigned, on behalf of the corporation set forth below, pursuant to Section 13.1-607 of the Code of Virginia, states as follows:
I.
The name of the corporation prior to filing is Shenandoah Telecommunications Company (the “Corporation”).
II.
The articles to be corrected are the Articles of Amendment to Amended and Restated Articles of Incorporation of Shenandoah Telecommunications Company, which became effective on April 30, 2024 (the “Articles of Amendment”).
III.
The Articles of Amendment inadvertently omitted “The first paragraph of” from the description of the portion of Article VI of the Amended and Restated Articles of Incorporation of Shenandoah Telecommunications Company that was intended to be amended by the Articles of Amendment.
IV.
Article II of the Articles of Amendment is corrected to read as follows:
The first paragraph of Article VI of the articles of incorporation of the Corporation is hereby amended in its entirety to read as follows:
The authorized number of directors of this Corporation shall be not less than seven (7) and not more than thirteen (13). The number of directors within this range shall be fixed in accordance with the Corporation’s Bylaws, as may be amended from time to time. When the number of directors is changed the Board of Directors shall determine the class or classes to which the increased or decreased number of directors shall be apportioned; provided that the directors in each class shall be as nearly equal in number as possible. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
IV.
The Corporation authorized the correction on May 30, 2024.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Correction to be executed by its duly authorized officer as of May 30, 2024.
| SHENANDOAH TELECOMMUNICATIONS COMPANY, a Virginia corporation | ||
| By: | /s/ Christopher E. French | |
| Name: | Christopher E. French | |
| Title: | President and Chief Executive Officer | |
| SCC ID: | 02140531 | |
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