Shenandoah Telecommunications Company (SHEN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 21, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Proxy materials are provided electronically to reduce costs and environmental impact.

• Shareholders of record as of February 23, 2026, are eligible to vote; 55,301,648 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on electing three directors for terms expiring in 2029, ratifying RSM US LLP as auditor for 2026, and a non-binding say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 9, 2026.

Board of directors and corporate governance

• Board will reduce from 11 to 9 members after the meeting due to retirements.

• Board is 90.9% independent, with 36% female/minority representation.

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

• Board leadership structure separates CEO and Executive Chairman roles; Lead Independent Director provides additional oversight.

• Annual board and committee self-evaluations are conducted.