UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 1, 2024
Cable One, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-36863
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13-3060083
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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210 E. Earll Drive, Phoenix, Arizona
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85012
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (602) 364-6000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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CABO
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to
use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On March 1, 2024, the Board of Directors (the “Board”) of Cable One, Inc. (the “Company”) appointed Kenneth E. Johnson to serve as
the Company’s Chief Operating Officer. Mr. Johnson, age 60, most recently served as Chief Technology and Innovation Officer of the Company since October 2023. He previously served as Chief Technology and Digital Officer of the Company from January
2023 through September 2023 and Senior Vice President, Technology Services of the Company from May 2018 through December 2022.
There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Mr. Johnson and any of the Company’s
directors or executive officers, or persons nominated or chosen to become a director or an executive officer. There is no arrangement or understanding between Mr. Johnson and any other person pursuant to which he was selected as the Company’s Chief
Operating Officer. Mr. Johnson does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed under Item 404(a) of Regulation S-K.
In connection with Mr. Johnson’s appointment as Chief Operating Officer, the Compensation and Talent Management Committee of the
Board approved the following as of March 1, 2024: (i) an increase to Mr. Johnson’s 2024 base salary from $380,000 to $420,000; (ii) an incremental one-time grant of performance-based vesting restricted stock unit awards (“PSUs”) under the Company’s
2024 long-term incentive program with a grant date fair value of $180,000; and (iii) an incremental one-time grant of service-based vesting restricted stock unit awards (“RSUs”) under the Company’s 2024 long-term incentive program with a grant date
fair value of $120,000.
The PSUs will be eligible to vest based on the attainment of
specified performance goals consisting of: (i) a 2024 adjusted free cash flow growth goal, defined as reported 2024 Adjusted EBITDA less 2024 capital expenditures growth over reported 2023 Adjusted EBITDA less 2023 capital expenditures; and (ii)
a relative total shareholder return modifier based on the performance of the Company’s common stock over a three-year performance period commencing January 1, 2024 and ending December 31, 2026 as compared to a specified peer group, and subject to
Mr. Johnson’s continued employment with the Company through the determination date following the performance period. The RSUs are scheduled to vest in three equal installments on January 3, 2025, January 3, 2026 and January 3, 2027, subject to Mr. Johnson’s continued employment with the Company through the applicable vesting date.
In connection with the organizational change, the Company has determined to eliminate the position of Chief Growth Officer and
Michael E. Bowker will retire from the Company on or about April 30, 2024. Mr. Bowker’s departure is not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies and practices, including any
matters concerning the Company’s controls or any financial or accounting-related matters or disclosures. In connection with Mr. Bowker’s departure, the Company expects to enter into a separation and release agreement with Mr. Bowker and will
disclose the terms of such agreement in an amendment to this Current Report on Form 8-K.
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Regulation FD Disclosure.
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On March 4, 2024, the Company issued a press release announcing the appointment of Mr. Johnson to serve as the Company’s Chief
Operating Officer. A copy of the Company’s press release is furnished as Exhibit 99.1 to, and is incorporated by reference in, this Current Report on Form 8-K.
The information furnished in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such filing.
This current report may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,”
“forecast,” “goal,” “intend,” “may,” “might,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “trend,” “will,” “would” or the negative version of these words or other comparable words. Any
statements that are not historical facts are forward-looking statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly,
there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, factors described under “Risk Factors” in the Company’s
annual report on Form 10-K for the period ended December 31, 2023 and the Company’s other filings with the Securities and Exchange Commission. Each forward-looking statement contained herein speaks only as of the date of this current report, and
the Company undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
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Financial Statements and Exhibits. |
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Exhibit No.
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Description
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104
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The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Cable One, Inc.
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By:
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/s/ Peter N. Witty
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Name:
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Peter N. Witty
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Title:
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Chief Legal and Administrative Officer
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Date: March 4, 2024
FOR IMMEDIATE RELEASE
Ken Johnson Appointed Cable One Chief Operating Officer
March 4, 2024 - PHOENIX-- (BUSINESS WIRE) --
Cable One, Inc. (NYSE: CABO) (the “Company” or “Cable One”) today announced that Ken Johnson has been appointed Chief Operating Officer by its Board of Directors. Johnson, who previously served as the Company’s Chief Technology & Innovation
Officer, has more than 25 years of industry experience, having held executive leadership positions over technology and operations for companies of considerable size and complexity.
Since joining Cable One in 2018 upon the Company’s acquisition of NewWave Communications, Johnson has been an integral member of the senior executive team. Under his leadership,
Cable One is leveraging technology to transform how it grows the business, delivers its customer experience promise and readies itself for the future. As COO, Johnson will add Residential and Business Services to his set of responsibilities.
“I am excited for Ken to assume this role and look forward to continuing to partner with him. Not only does he have a deep understanding of the challenges our industry faces
today, Ken also possesses the strategic foresight to think innovatively about future opportunities to grow our business,” said Julie Laulis, Cable One President and CEO. “Importantly, Ken embodies our Cable One values and believes in our Purpose of
connecting our customers and communities to what matters most. His extensive experience and background in the telecom industry will be invaluable as we continue to execute on our long-term philosophy of delivering balanced growth and significant
free cash flow.”
Johnson’s appointment is effective March 1, 2024.
Cable One, Inc. (NYSE:CABO) is a leading broadband communications provider committed to connecting customers and communities to what matters most. Through Sparklight®
and the associated Cable One family of brands, the Company serves more than 1 million residential and business customers in 24 states. Powered by a fiber-rich network, the Cable One family of brands provide residential customers with a wide array
of connectivity and entertainment services, including Gigabit speeds, advanced WiFi and video. For businesses ranging from small and mid-market up to enterprise, wholesale and carrier, the Company offers scalable, cost-effective solutions that
enable businesses of all sizes to grow, compete and succeed.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from
those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “objective,”
“outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “trend,” “will,” “would” or the negative version of these words or other comparable words. Any statements that are not historical facts are forward-looking
statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual
outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, factors described under “Risk Factors” in the Company’s annual report on Form 10-K for the period ended December 31,
2023 and the Company’s other filings with the Securities and Exchange Commission. Each forward-looking statement contained herein speaks only as of the date of this press release, and the Company undertakes no obligation to update or revise any
forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.
Trish Niemann
Vice President, Communications Strategy
602.364.6372
patricia.niemann@cableone.biz