DEFA14A 1 defa14a_031324.htm DEFA14A

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 Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ |  | Preliminary Proxy Statement
☐ |  | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ |  | Definitive Proxy Statement
☒ |  | Definitive Additional Materials
☐ |  | Soliciting Material Under Rule 14a-12

Shenandoah Telecommunications Company

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☒ | No fee required
☐ | Fee paid previously with preliminary materials.
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

ASH ENTEL® Always connected to you Ƒ SCAN TO VIEW MATERIALS &VOTE [> SHENANDOAH TELECOMMUNICA17ONS COMPANY 500 SHENTEL WAY PO BOX 459 EDINBURG, VA 22824 - 0459 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to redu_ce the costs incurred by our company in mailing proxy materials, you can consent to receIvIng all future proxy statements, proxy cards and annual reports electronically via e - mail or the Internet . To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 11:59 p.m Eastern Time the day before the cut - off date or meeting date Have your proxy card in hand when you call and then follow the instructions VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS V28742 - P01860 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY SHENANDOAH TELECOMMUNICATIONS COMPANY The Board of Directors recommends you vote FOR each director (please mark your vote for each director separately) Election of Directors Nominees: For Against Abstain 7 For Against Abstain 4 1a Thomas A Beckett 1b Richard L. Koontz Jr 0 0 0 0 0 0 To consider and approve an amendment to the Company's Articles of Incorporation to increase the maximum size of the Board To consider and approve the adoption of the Company's 2024 Equity Incentive Plan 1c Leigh Ann Schultz 0 0 0 0 0 0 0 0 0 The Board of Directors recommends you vote FOR Proposals 2, 3, 4 and 5 For Against Abstain 0 0 0 Ratification of the selection of RSM US LLP as the Company's independent registered public accounting firm for 2024 3 0 0 0 To consider and approve, in a non - binding vote, the Company's named executive officer compensation Yes No Please indicate if you plan to attend this meeting 0 0 Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

SH ENTEL® Always connected to you Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The NOTICE OF MEETING AND PROXY STATEMENT, ANNUAL REPORT AND FORM 10 - K AND SHAREHOLDER LETTER are available at www.proxyvote.com. V28743 - P01860 SHENANDOAH TELECOMMUNICATIONS COMPANY Annual Meeting of Shareholders April 30, 2024 11:00 AM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Tracy Fitzsimmons, John W . Flora and Thomas A . Beckett, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of SHENANDOAH TELECOMMUNICATIONS COMPANY that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11 : 00 AM, ET on April 30 , 2024 , at the Shenandoah Telecommunications Auditorium, 500 Shentel Way, Edinburg, VA 22824 , and any adjournment or postponement thereof . This proxy, when properly executed, will be voted in the manner directed herein . If no such direction is made, this proxy will bevoted in accordance with the Board of Directors' recommendations . Continued and to be signed on reverse side

Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V28754 - P01860 SHENANDOAH TELECOMMUNICATIONS COMPANY 2024 Annual Meeting Vote by April 29, 2024 11:59 PM ET You invested in SHENANDOAH TELECOMMUNICATIONS COMPANY and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on April 30, 2024. Get informed before you vote View the NOTICE OF MEETING AND PROXY STATEMENT, ANNUAL REPORT AND FORM 10 - K AND SHAREHOLDER LETTER online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 16, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 - 800 - 579 - 1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote in Person at the Meeting* April 30, 2024 11:00 AM ET Shenandoah Telecommunications Company Auditorium 500 Shentel Way Edinburg, VA 22824 *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. SHENANDOAH TELECOMMUNICATIONS COMPANY 500 SHENTEL WAY P.O. BOX 459 EDINBURG, VA 22824 - 0459

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click

“Delivery Settings”. V28755 - P01860 For 1. Election of Directors Nominees: 1a. Thomas A. Beckett For 1b.Richard L. Koontz Jr. For 1c. Leigh Ann Schultz For 2. Ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for 2024. For 3. To consider and approve, in a non - binding vote, the Company’s named executive officer compensation. For 4. To consider and approve an amendment to the Company’s Articles of Incorporation to increase the maximum size of the Board. For 5. To consider and approve the adoption of the Company’s 2024 Equity Incentive Plan. Voting Items Board Recommends