SHENANDOAH TELECOMMUNICATIONS CO/VA/
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 9, 2026
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Contents
PROXY STATEMENT SUMMARY
This summary highlights certain information contained elsewhere in the accompanying proxy statement, but does not contain all of the information you should consider before voting your shares. For more complete information regarding the proposals to be voted upon at the 2026 annual meeting of shareholders and our fiscal year 2025 performance, please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We use the terms “Shentel,” the “Company,” “we,” “our” and “us” in this summary to refer to Shenandoah Telecommunications Company. Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
Annual Meeting
| Date: | April 21, 2026 |
|---|---|
| Time: | 11:00 a.m. (Eastern Time) |
| Location: | 500 Shentel Way, Edinburg, Virginia 22824 |
| Record Date: | Shareholders of record at the close of business on February 23, 2026 |
Voting Matters
| Proposals · RequiredApproval · BoardRecommendation · PageReference | ||||
|---|---|---|---|---|
| 1. | Election of directors | Majority of Votes Castfor Each Nominee | FOR eachnominee | 10 |
| 2. | Ratification of auditors | Majority of Votes Cast | FOR | 44 |
| 3. | Advisory vote to approve executive compensation | Majority of Votes Cast | FOR | 47 |
Corporate Governance Highlights
Shentel is committed to strong corporate governance practices and policies, which promote both the long-term interests of our shareholders and the accountability of the Board of Directors and management. The following table summarizes certain of our corporate governance practices and policies:
| ✔ | Majority voting for director elections | ✔ | Active shareholder engagement |
|---|---|---|---|
| ✔ | Independent directors regularly meet without management present | ✔ | Policies prohibiting hedging of Company shares |
| ✔ | Board regularly assesses its performance through board and committee self-evaluations | ✔ | Board is 90.90% independent (CEO is only management director) and 36% female/minority |
| ✔ | Board committees consist solely of independent directors | ✔ | No poison pill |
| ✔ | Robust stock ownership guidelines | ||
We value an open and active dialogue with our shareholders. We strive to foster strong shareholder relationships that lead to a mutual understanding of issues and approaches. During 2025, members of our management team continued to meet and communicate with many of our shareholders to ensure that we fully understand our shareholders’ views with respect to governance and compensation-related matters.
Board of Directors
The following table contains information, as of February 23, 2026, about each member of the Board of Directors of Shentel, including Matthew S. DeNichilo and Kenneth L. Quaglio, currently Class 1 directors whose terms are set to expire at the 2026 annual meeting of shareholders, and Michael A. Rhymes, currently a Class 2 director whose term is set to expire at the 2027 and is being nominated as a Class 1 director in order to rebalance the distribution of directors across classes, and who have been nominated for reelection to the Board to serve three-year terms expiring at the annual meeting of shareholders in 2029.
| Committee Memberships | |||||||
|---|---|---|---|---|---|---|---|
| Name | Age | DirectorSince | PrincipalOccupation | Audit Committee FinancialExpert | Audit | Compensation | Nominating & CorporateGovernance |
| Victor C. Barnes | 61 | 2022 | Executive Coach and Consultant | — | — | — | |
| Thomas A. Beckett | 58 | 2018 | SVP, GC and Secretary of American Public Education, Inc. | — | — | — | |
| Matthew S. DeNichilo | 41 | 2024 | Partner, Energy Capital Partners | — | — | ||
| James F. DiMola | 39 | 2024 | Managing Director, GCM Grosvenor | — | — | — | |
| Tracy Fitzsimmons | 59 | 2005 | President of Shenandoah University | — | — | ||
| John W. Flora | 71 | 2008 | Attorney and Shareholder of Flora Pettit PC | — | — | ||
| Christopher E. French | 67 | 1996 | Executive Chairman | — | — | — | — |
| Richard L. Koontz, Jr. | 68 | 2006 | President of Holtzman Oil Corporation | — | — | — | |
| Kenneth L. Quaglio | 67 | 2017 | Partner, Kearney, Inc. | — | — | ||
| Michael A. Rhymes | 58 | 2024 | CIO of Entergy Corporation | — | — | — | |
| Leigh Ann Schultz | 52 | 2016 | CFO of Harvest Host Inc. | — | — | ||
| Member | Chairperson | Audit Committee Financial Expert |
2025 Executive Compensation (see page 21)
Compensation decisions regarding executive compensation are made by the Compensation Committee or, with respect to the Company’s Chief Executive Officer or Chief Operating Officer, by the Board of Directors. The Compensation Committee believes that a sensibly-structured, incentive-aligning compensation program is critical to the creation of long-term shareholder value. The following table summarizes certain highlights of our compensation practices:
| What We Do: | What We Don’t Do: | ||
|---|---|---|---|
| ✔ | Align pay with performance by linking a substantial portion of compensation to the achievement of predefined performance metrics and share price | x | Do NOT provide tax gross-ups in any circumstance |
| ✔ | Retain an independent compensation consultant | x | Do NOT provide excessive perquisites for executives |
| ✔ | Require compliance with stock ownership guidelines for directors and executive officers | x | Do NOT provide guaranteed bonuses |
| ✔ | Place caps on incentive award opportunities | x | Do NOT provide discount stock options or stock appreciation rights |
| ✔ | Maintain a clawback policy | x | Do NOT pay dividends on performance units prior to vesting |
| ✔ | Prohibit hedging of Company shares and option trading | x | Do NOT permit unapproved pledging of our common stock |
| x | Do NOT add back to our equity compensation plan reserves any shares tendered as payment for shares withheld for taxes | ||
At the 2023, 2024 and 2025 annual meetings of shareholders, approximately 98%, 96% and 98% of votes cast in the annual “say-on-pay” vote, respectively, were in favor of the compensation of the Company’s named executive officers. In light of this strong support, the Compensation Committee decided to maintain the core design of our compensation program for 2025 and 2026.
Corporate Social Responsibility
Shentel is committed to growing its business in a sustainable and socially responsible manner, and our Board of Directors and management team are committed to Shentel’s vision to make a positive difference in the communities we serve. This commitment is supported at all levels of the Company. Through our actions, our goal is to make a positive difference in the communities we serve through our dedication to providing high quality and reliable services, our sincere commitment to being a good employer, our efforts to minimize our impact on the environment, our ongoing engagement and support for the communities where we operate and our unwavering and strict adherence to the highest ethical standards.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.