SHENANDOAH TELECOMMUNICATIONS CO/VA/
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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Dec 31, 2025 · Filed Mar 9, 2026
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrantx
Filed by a party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
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 all boxes that apply):
x No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
SHENANDOAH TELECOMMUNICATIONS COMPANY
500 Shentel Way
Edinburg, Virginia 22824
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 21, 2026
To our shareholders:
Notice is hereby given that the 2026 annual meeting of shareholders of Shenandoah Telecommunications Company will be held in the auditorium of the Company's offices at 500 Shentel Way, Edinburg, Virginia 22824 on Tuesday, April 21, 2026, at 11:00 a.m., Eastern Time, for the following purposes:
to consider and vote upon a proposal to elect the following directors of the Company to the Board of Directors of the Company (the “Board”): Matthew S. DeNichilo, Kenneth L. Quaglio and Michael A. Rhymes as Class 1 directors for a term expiring at the annual meeting of shareholders in the year 2029 (collectively, the “Nominees”);
to ratify the Audit Committee’s selection of RSM US LLP as the Company’s independent registered public accounting firm for 2026;
to consider and approve, in a non-binding vote, the Company’s named executive officer compensation; and
to consider and act upon any other business as may properly come before the meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on February 23, 2026 will be entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. All shareholders are cordially invited to attend this meeting. A light lunch will be provided.
Shareholders who wish to submit questions may do so in writing in advance of the Annual Meeting on our pre-meeting forum at www.proxyvote.com using their control number.
We have elected to furnish certain proxy materials to our shareholders electronically, so that we can provide our shareholders with the information they need while also reducing our costs of printing and delivery and the environmental impact of our annual meeting.
Your vote is very important to us. Whether or not you plan to attend the meeting in-person, your shares should be represented and voted. Please promptly vote your proxy. You may vote online at www.proxyvote.com where you will need to enter the control number provided in the proxy materials, and then follow the instructions provided. Submitting your proxy online, by telephone or by mail before the annual meeting will not preclude you from voting in-person during the annual meeting if you should decide to attend.
By Order of the Board of Directors,
Angela M. Olsen
Secretary
Dated: March 9, 2026
Important notice regarding the availability of proxy materials for the 2026 annual meeting of shareholders to be held on April 21, 2026: The Company’s Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available electronically at www.proxyvote.com.
TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| GENERAL INFORMATION | 4 |
| SECURITY OWNERSHIP | 7 |
| PROPOSAL NO. 1 | 10 |
| BOARD AND BOARD COMMITTEE MATTERS | 11 |
| Information About Nominees and Continuing Directors | 11 |
| Director Independence | 13 |
| Shareholder Communications with the Board of Directors | 13 |
| Meetings of the Board of Directors | 14 |
| Committees of the Board of Directors | 14 |
| Leadership Structure of the Board of Directors | 15 |
| Board Size and Diversity | 15 |
| Board and Committee Self-Evaluations | 16 |
| Role of the Board of Directors in Risk Oversight | 16 |
| Director Compensation | 17 |
| CORPORATE SOCIAL AND ENVIRONMENTAL RESPONSIBILITY | 19 |
| EXECUTIVE COMPENSATION | 21 |
| Compensation Discussion and Analysis | 21 |
| Base Salaries | 24 |
| Annual Incentive Bonuses | 24 |
| Long-Term Equity-Based Compensation | 27 |
| Stock Ownership Guidelines and Anti-Hedging Policy | 28 |
| Retirement Compensation | 28 |
| Summary Compensation Table | 29 |
| Grants of Plan-Based Awards | 30 |
| Outstanding Equity Awards at Fiscal Year-End | 31 |
| Option Exercises and Stock Vested | 33 |
| Nonqualified Deferred Compensation | 33 |
| Severance Arrangements with our Named Executive Officers | 34 |
| Potential Payments Upon Termination or Change in Control | 35 |
| Pay Ratio Disclosure | 38 |
| Compensation Committee Report | 39 |
| Pay Versus Performance | 39 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 43 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 43 |
| PROPOSAL NO. 2 | 44 |
| REPORT OF THE AUDIT COMMITTEE | 45 |
| PROPOSAL NO. 3 | 47 |
| SHAREHOLDER PROPOSALS FOR THE ANNUAL MEETING IN 2026 | 48 |
| OTHER MATTERS | 49 |
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