SHENANDOAH TELECOMMUNICATIONS COVA

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 2024 annual meeting of shareholders and our fiscal year 2023 performance, please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. We use the terms “Shentel,” the “Company,” “we,” “our” and “us” in this summary to refer to Shenandoah Telecommunications Company.

Annual Meeting

Voting Matters

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:

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 2023, 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 about each member of the Board of Directors of Shentel, including the three incumbent directors — Thomas A. Beckett, Richard L. Koontz, Jr. and Leigh Ann Schultz — whose terms are set to expire at the 2024 annual meeting of shareholders and who have been nominated for reelection to the Board to serve three-year terms expiring at the annual meeting of shareholders in 2027.

2023 Executive Compensation (see page 20)

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:

At the 2021, 2022 and 2023 annual meetings of shareholders, approximately 99%, 98% 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 2023 and 2024.

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.