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Shenandoah Telecommunications (SHEN) announces director retirement and exit

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Shenandoah Telecommunications Company reported upcoming changes to its Board of Directors. Tracy Fitzsimmons, a current board member, has decided not to stand for reelection at the 2026 Annual Meeting of Shareholders scheduled for April 21, 2026. She will continue to serve until her current term ends, and the company states that her decision is not due to any disagreement regarding operations, policies, or practices.

In line with the company’s director retirement policy, John W. Flora will also retire from the Board at the end of his current term and will not stand for reelection at the same meeting. The company similarly notes that his retirement is not the result of any disagreement with the company. The Board expressed appreciation for both directors’ service and contributions.

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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): January 20, 2026

______________________________

 

 

Shenandoah Telecommunications Company

(Exact name of registrant as specified in its charter)

______________________________

 

Virginia 0-9881 54-1162807
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

500 Shentel Way

P.O. Box 459

Edinburg, VA 22824

(Address of principal executive offices) (Zip Code)

 

(540) 984-4141

(Registrant’s telephone number, including area code)

______________________________

 

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(s) Name of each exchange on which registered
Common Stock (No Par Value) SHEN NASDAQ Global Select Market

 

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 January 20, 2026, Tracy Fitzsimmons, a member of the Board of Directors (the “Board”) of Shenandoah Telecommunications Company (the “Company”), informed the Company of her decision not to stand for reelection to the Board at the Company’s 2026 Annual Meeting of Shareholders to be held on April 21, 2026 (the “Annual Meeting”). Dr. Fitzsimmons will continue to serve through the remainder of her term. Her decision not to stand for reelection is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

In addition, in accordance with the Company’s director retirement policy, John W. Flora will retire as a director at the end of his current term and will not stand for reelection to the Board at the Annual Meeting. His retirement at the end of his current term is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

The Board is grateful for Dr. Fitzsimmons’s and Mr. Flora’s commitment and service to the Company and the Board.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 thereunto duly authorized.

 

 

  SHENANDOAH TELECOMMUNICATIONS COMPANY
   
Dated: January 21, 2026 /s/ James J. Volk
  James J. Volk
  Senior Vice President – Chief Financial Officer
   

 

 

 

 

 

 

 

 

 

FAQ

What board changes did Shenandoah Telecommunications Company (SHEN) disclose?

The company disclosed that Tracy Fitzsimmons has decided not to stand for reelection at the 2026 Annual Meeting and that, under the director retirement policy, John W. Flora will retire at the end of his current term and will not stand for reelection.

Are the director departures at Shenandoah Telecommunications Company (SHEN) due to disagreements?

The company states that the decisions by Tracy Fitzsimmons and John W. Flora not to stand for reelection are not the result of any disagreement with the company on its operations, policies, or practices.

When will the Shenandoah Telecommunications Company (SHEN) 2026 Annual Meeting take place?

The 2026 Annual Meeting of Shareholders is scheduled to be held on April 21, 2026.

Will Tracy Fitzsimmons continue serving on the SHEN board until the Annual Meeting?

Yes. Tracy Fitzsimmons will continue to serve as a director through the remainder of her current term, which runs through the 2026 Annual Meeting of Shareholders.

Why is John W. Flora leaving the Shenandoah Telecommunications Company (SHEN) board?

John W. Flora is retiring from the Board in accordance with the company’s director retirement policy and will not stand for reelection at the 2026 Annual Meeting.

How did the Shenandoah Telecommunications Company board respond to these director changes?

The Board expressed that it is grateful for the commitment and service of both Dr. Fitzsimmons and Mr. Flora to the company and the Board.

Shenandoah Telecommunications

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Telecom Services
Telephone Communications (no Radiotelephone)
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United States
EDINBURG