Shenandoah Telecommunications Company (SHEN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 22, 2025, to elect directors, ratify the auditor, and hold a say-on-pay vote.

• Shareholders of record as of February 21, 2025, are eligible to vote; electronic proxy materials are provided to reduce costs and environmental impact.

• The Board recommends voting for all proposals, including director nominees, auditor ratification, and executive compensation approval.

Voting matters and shareholder proposals

• Proposals include electing five directors for staggered terms, ratifying RSM US LLP as auditor for 2025, and an advisory vote on executive compensation.

• Majority of votes cast is required for approval of each proposal; broker non-votes and abstentions do not affect outcomes.

• Shareholder proposals for the 2026 meeting must be received by November 10, 2025, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of 11 members, 91% independent, with 36% female/minority representation.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors.

• Annual self-evaluations and regular independent director meetings are conducted.

• The Board combines the roles of Chairman and CEO, with a Lead Independent Director providing oversight.

• Shareholder communications are welcomed, and all directors are expected to attend annual meetings.