Cogent Communications (CCOI) Proxy filing summary

Executive summary

• Completed integration of Sprint long-haul network and expanded optical wavelength network to over 1,000 data centers in North America, refurbishing Sprint wireline facilities into 24 data centers.

• Achieved meaningful revenue growth from leasing IPv4 addresses and increased optical wavelength service revenue, though overall revenue declined due to slower-than-expected growth and trimming of low-margin services.

• Board cut quarterly dividend to $0.02 per share in November 2025 to prioritize leverage reduction; share buybacks may be considered opportunistically.

• Focus for 2026 is on accelerating optical wavelength services growth and monetizing the data center portfolio.

Voting matters and shareholder proposals

• Election of eight directors to serve until the next annual meeting.

• Approval of the Third Amended and Restated 2017 Incentive Award Plan, increasing shares available by 1.5 million and extending the plan to March 2036.

• Ratification of Ernst & Young LLP as independent registered public accountants for fiscal year 2026.

• Advisory vote to approve named executive officer compensation.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; CEO serves as Chairman.

• Lead Independent Director role established to balance leadership structure and facilitate stockholder engagement.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all chaired by independent directors.

• Board diversity includes three women, five men, and representation across racial backgrounds.

• Directors receive $400,000 in fully-vested shares annually, plus meeting fees and expense reimbursement.