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Section 1: 8-K (FORM 8-K)

false 0001632127 Cable One, Inc. 0001632127 2019-09-16 2019-09-16




Washington, D.C. 20549









Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): September 16, 2019



Cable One, Inc.


(Exact Name of Registrant as Specified in its Charter)






(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)


210 E. Earll Drive, Phoenix, Arizona


(Address of Principal Executive Offices)

(Zip Code)


Registrant’s Telephone Number, Including Area Code: (602) 364-6000



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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class


Trading Symbol


Name of Each Exchange on Which Registered

Common Stock, par value $0.01




New York Stock Exchange


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). 


Emerging growth company 


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.





Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On September 16, 2019, the board of directors (the “Board”) of Cable One, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the number of directors constituting the Board from nine to ten and elected Kristine E. Miller, 55, to serve as a director of the Company, effective immediately, filling the vacancy resulting from the increase. Ms. Miller was elected as a Class III director, with a term expiring at the 2021 Annual Meeting of Stockholders. The Board also named Ms. Miller to serve as a member of the Compensation Committee, effective immediately.


Ms. Miller will receive cash and equity compensation in accordance with the Company’s Non-Employee Director Compensation Program, as disclosed in the Company’s 2019 Proxy Statement, including an annual equity award grant in the form of restricted stock units under the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan with a grant-date fair value of approximately $125,000 and an annual cash retainer of $75,000, each pro-rated for the portion of the 2019-2020 service year following her appointment to the Board.


There is no other arrangement or understanding between Ms. Miller or any other person pursuant to which she was elected as a director of the Company. There are no family relationships among Ms. Miller and any of the Company’s directors or executive officers. Ms. Miller has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K.


Item 7.01

Regulation FD Disclosure.


On September 16, 2019, the Company issued a press release announcing Ms. Miller’s election to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed “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 such information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01

Financial Statements and Exhibits.








Press release issued by Cable One, Inc. on September 16, 2019.



The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.







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.




Cable One, Inc.








/s/ Peter N. Witty





Peter N. Witty





Senior Vice President, General Counsel

and Secretary




Date: September 16, 2019


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Section 2: EX-99.1 (EXHIBIT 99.1)


Exhibit 99.1





Kristine Miller Joins Cable ONE Board of Directors




September 16, 2019 - Phoenix, AZ -- (BUSINESS WIRE) -- Cable One, Inc. (NYSE: CABO) (the “Company” or “Cable ONE”) today announced the election of Kristine E. Miller to the Company’s Board of Directors, effective immediately. Her election increases the size of the Board to 10 members.


Miller currently serves as SVP, Chief Strategy Officer for eBay, a global commerce leader and one of the world's largest online marketplaces. Prior to joining eBay, Miller was a Partner and Director at Bain & Company. She holds a Bachelor of Science degree in Chemical Engineering from Carnegie Mellon University and an MBA from the Stanford Graduate School of Business.


“We are delighted to welcome Kris to our Board during this exciting period of growth and change for Cable ONE,” said Julie Laulis, President and CEO of Cable ONE. “As a highly respected and seasoned executive with valuable experience in developing and driving strategy, M&A, and acquisition integration, Kris will further strengthen our Board’s breadth of talent, skills and diversity.”


Miller will serve on the Compensation Committee of the Board.





About Cable ONE

Cable One, Inc. (NYSE: CABO) is a leading broadband communications provider serving more than 800,000 residential and business customers in 21 states through its Sparklight™ and Clearwave brands. Sparklight provides consumers with a wide array of connectivity and entertainment services, including high-speed internet and advanced Wi-Fi solutions, cable television and phone service. Sparklight Business and Clearwave provide scalable and cost-effective products for businesses ranging in size from small to mid-market, in addition to enterprise, wholesale and carrier customers.


Trish Niemann
Corporate Communications Director
[email protected]


Steven Cochran


[email protected]

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