Cable One, Inc DEF 14A, filed Apr 7, 2026

Cable One, Inc. (CABO)

DEF 14A 2026-04-07 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Cable One, Inc filed this DEF 14A on April 7, 2026.

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PROXY STATEMENT SUMMARY			1
W ho Can Vote			1
How to C a st Your Vote			2
Votin g Matters and Reco mmendations			2
2025 Strategic, Operational and Financial Developments and Accomplishments			3
ESG Highligh ts			4
Executive Compensation Highlights			6
Additional Information			7

PROXY STATEMENT			9
Frequently Asked Questions and Answers			9

PROPOSAL 1: ELECTION OF DIRECTORS			14
Nominees for Election as Director			16
2 025 Annual Meeting Voting Results for E lection of Directors			20

CORPORATE GOVERNANCE			21
Board Committees and Meeting Attendance			21
Corporate Governance Guidelines and Code of Business Conduct and Ethics			24
Proxy Access			25
Director Nomination Process			25
Majority Voting for Directors			25
B oard L eadership Structure			26
Executive Sessions of the Non-Management Directors			26
Director Independence			26
Board’s Role in Risk Oversight			26
Other Governance Matters			27

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			28
Audit Committee Pre-Approval Policies and Procedures			28
Audit and Other Fees			29

COMPENSATION DISCUSSION AND ANALYSIS			30
Executive Summary			30
Executive Compensation Program Elements and Objectives			32
E xec utive Compensati on D ec is ion Making			33
Our Executive Compensation Program			35
Corporate Governance Policies			45
Compensation Program Risk Assessment			47

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT			48

EXECUTIVE COMPENSATION			49
202 5 Summary Compensation Table			49
202 5 Grants of Plan-Based Awards			51
Outstanding Equity Awards at 202 5 Fiscal Year-End			52


202 5 SAR Exercises and 202 5 Stock Vested			53
202 5 Pension Benefits			54
202 5 Nonqualified Deferred Compensation			55
Potential Payments Upon Termination or Change of Control			55
CEO Pay Ratio			57

PAY VERSUS PERFORMANCE			58
Overview			58
The Relationship Between Executive Compensation Actually Paid and Performance			61
Financial Performance Measures			62

PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 202 5			63

PROPOSAL 4: APPROVAL OF THE CABLE ONE, INC. 202 6 OMNIBUS INCENTIVE COMPENSATION PLAN			64

DIRECTOR COMPENSATION			71
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			73
EQUITY COMPENSATION PLAN INFORMATION			76
REPORT OF THE AUDIT COMMITTEE			77
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			78
DELINQUENT SECTION 16(a) FILINGS			79
STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS AND OTHER BUSINESS FOR THE 202 7 ANNUAL MEETING OF STOCKHOLDERS			79
HOUSEHOLDING OF PROXY MATERIALS			80
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING			80

ANNEX A: Use of Non-GAAP Financial Measures			A-1

ANNEX B: C able O ne , I nc . 202 6 O mnibus I ncentive C ompensation P lan			B-1


Cable One, Inc. 2026 Annual Meeting of Stockholders

Date and Time:			Thursday, May 14, 2026, at 8:00 a.m., Arizona Time (PDT)

Virtual Location:			www.virtualshareholdermeeting.com/CABO2026. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.

Record Date:			March 30, 2026


			Over the internet at www.proxyvote.com or scan the QR code on your proxy card or voting instruction form with your mobile device. We encourage you to vote this way.
			By toll-free telephone at 1-800-690-6903.
			By completing and mailing your proxy card or voting instruction form.
			By attending the Annual Meeting via live audio webcast and voting electronically by visiting www.virtualshareholdermeeting.com/CABO2026. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.


Proposal	Board Recommendation	Page Number
1. Election of Directors: The election of the eight director nominees named in this Proxy Statement to hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified or as otherwise provided in our Amended and Restated By-laws, as amended (our “By-laws”).	FOR each nominated director ☑	14
2. Ratification of Appointment of Independent Registered Public Accounting Firm: The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.	FOR ☑	28
3. Advisory Vote on Named Executive Officer Compensation: The approval, on a non-binding advisory basis, of the compensation of our named executive officers (“NEOs”) for 2025 (also referred to as the “say-on-pay” vote).	FOR ☑	63
4. Approval of Omnibus Incentive Compensation Plan: The approval of the Cable One, Inc. 2026 Omnibus Incentive Compensation Plan.	FOR ☑	64


1.			To elect eight directors to hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified, as more fully described in the accompanying Proxy Statement.


2.			To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026.


3.			To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2025.


4.			To approve the Cable One, Inc. 2026 Omnibus Incentive Compensation Plan.

5			To transact such other business as may properly come before the meeting or any adjournment thereof.


Operational and Financial Results

■			Net loss was $356.5 million in 2025, which included $586.0 million of non-cash intangible asset and goodwill impairment charges, compared to net income of $14.5 million in 2024.

■			2025 Adjusted EBITDA was $801.7 million, compared to $854.0 million in 2024. Please see Annex A of this Proxy Statement, entitled “Use of Non-GAAP Financial Measures,” for the definition of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable measure under generally accepted accounting principles in the United States (“GAAP”), and a discussion of why we believe this non-GAAP measure is useful.

■			Total revenues were $1.50 billion in 2025 and $1.58 billion in 2024.

■			Net cash provided by operating activities was $563.3 million in 2025, compared to $664.1 million in 2024.


Capital Investments, Strategic Transactions and Other Achievements

■			We expect to continue to invest in strategic capital projects, including those associated with acquired operations and market expansions, because we believe the competitive benefits will be significant, particularly for data services. We also made the following capital investments in 2025:


			o			We continued to decrease the average number of data customers per unique service group by aggressively splitting service areas (fiber nodes), which substantially improves data throughput during periods of peak usage, minimizing disruptions in data access speeds to our customers.

			o			We continued to invest in plant upgrade projects, which have enhanced reliability and allowed us to stay ahead of the consumption curve related to broadband capacity and utilization, and plant extension projects, which have expanded the number of serviceable homes and businesses.

			o			We continued to deploy 10 Gigabit per second-capable fiber technology for both residential and business customers across multiple markets, placing fiber deeper into the network and closer to customers.


■			We have rolled out multi-Gigabit download data service to 53% of our markets and currently offer Gigabit download data service to all of our passings. We are currently deploying DOCSIS 4.0 capabilities, which, together with Sparklight TV, further increases our network capacity and enables future growth in our residential data and business data product lines.

■			On January 5, 2026, we announced that we entered into a definitive agreement to acquire all of the equity interests in Mega Broadband Investments Holdings LLC (“MBI”), taking a significant step towards our acquisition of full ownership of MBI. The transaction is subject to customary closing conditions. We anticipate the transaction will be completed on October 1, 2026.

■			In 2025, we divested our equity investments in Ziply, MetroNet and a small equity investee. We also entered into an agreement to contribute to Point Broadband Holdings, LLC (“Point”) the equity interests of Clearwave Fiber owned by us in exchange for additional equity interests in Point. This transaction is subject to customary closing conditions and is expected to close during the second quarter of 2026.

■			We paid down an aggregate $403.4 million principal amount of debt in 2025, consisting of $313.0 million of revolving credit agreement paydowns, $68.0 million of senior notes principal repurchases, $4.4 million of term loan principal prepayments and $18.0 million of scheduled amortization payments.


Environmental Matters

■			Our Nominating and Governance Committee reviews our environmental, strategy, practice, reporting efforts and climate-related risks and receives an environmental, social and governance (“ESG”) report that includes a summary of climate-related matters on at least an annual basis.


■			We operate a fleet of more than 1,400 vehicles to serve customers and maintain our network. In 2025, we made meaningful progress in reducing our environmental footprint by retiring just under 250 vehicles — an action that helps lower fuel usage, emissions and expenses. In addition, with more customers completing self-installation of set-top boxes and modems, we have decreased the number of in-person service calls and thus vehicles on the road, miles driven and related expenses.


			210 E. Earll Drive Phoenix, AZ 85012

			April 7, 2026


■			In 2025, we reduced solid waste by more than four tons by recycling or reselling more than 2,700 devices.


■			For the past eleven years, we have partnered with the Arbor Day Foundation to plant trees on behalf of customers who have switched to paperless billing. We are pleased to continue this partnership, and can proudly say as of year-end 2025, our efforts have resulted in the planting of 150,000 trees in our markets and national forests.


Social Matters

■			We believe customer satisfaction is tightly linked to associate satisfaction. We measure our associate satisfaction annually through associate surveys. Management reviews our associate satisfaction surveys to monitor morale and gather feedback on a range of issues, including training gaps and process bottlenecks.


■			We continued to assist our customers in reducing their electricity use through the replacement of set top boxes with an internet protocol-based (“IPTV”) video service that allows customers with our Sparklight TV® app to stream our video channels from the cloud.


■			We seek to maintain alignment, foster accountability and encourage long-term focus by attracting, developing, motivating and retaining our associates. Our average associate tenure is approximately 10 years.


■			We value promoting associates from within. To prepare associates for current and future leadership roles at our company, we invest heavily in leadership development programs for everyone from frontline leaders to executive leadership through both in-house and third-party learning courses. Company leaders receive training on leadership expectations, developing associates, leadership communications, building great teams and competing to win to ensure we continue developing future leaders.


■			We encourage safety in the workplace by maintaining mandatory compliance and safety training for associates. We have a dedicated safety team that monitors trends and identifies areas where injuries or incidents may occur. These insights support informed decision-making to best prepare and protect our associates.

■			We are committed to fostering an environment in which all associates and customers are valued. We foster a diverse and inclusive culture by offering competitive compensation, a comprehensive rewards program and opportunities for all of our associates to grow personally and professionally.


■			Our Culture Captain Program, which consists of over 60 individuals from frontline associates to management across our organization, is designed to strengthen and sustain a culture of respect, inclusion and belonging at Cable One and ensure that every associate and customer feels welcome. Our senior management provides a human capital report to our Board and Compensation and Talent Management (“C&TM”) Committee each year.


■	One of our fundamental values is to provide neighborly service and support our communities; during 2025 we:

	o	Supported the Emma Bowen Foundation, an organization that gives talented students of color internship opportunities at media companies, Special Olympics Arizona, and the Adaptive Spirit Organization, a not-for-profit which supports the U.S. Paralympics Ski and Snowboard team.

	o	Maintained the Cable One Charitable Giving Fund, which awards $250,000 annually to local nonprofit organizations in our markets, concentrating support in the areas of education and digital literacy, hunger relief, and community development.

	o	Awarded $180,000 over the past six years through our annual “Dream Bigger” social media campaign to fund science, technology, engineering and mathematics (STEM) initiatives in schools and community organizations across our footprint.

	o	Maintained partnerships with veteran employment agencies such as the Special Operators Transition Foundation (SOTF) and SkillBridge to identify qualified candidates who have served our country. We proudly employ over 200 veterans.


✔			Annual election of directors
✔			Majority voting for all directors in uncontested elections with resignation policy
✔			No supermajority voting provisions
✔			No stockholder rights plan (“poison pill”)
✔			Proxy access by-law (3% ownership / 3 years duration / greater of 2 or 25% of board)
✔			Average director tenure is less than ten years
✔			No mandatory age limit for directors
✔			Two new directors have been added to the Board over the past five years
✔			Separate chairman and CEO
✔			All directors are independent except CEO
✔			Audit, C&TM and Nominating and Corporate Governance Committees are comprised of all independent directors
✔			Regular executive sessions of independent directors
✔			Fifty percent (50%) of the Board is comprised of women
✔			Women hold key leadership positions on the Board including, Chair of the Board and Chairs of the Audit, C&TM and Nominating and Governance Committees
✔			Annual Board and Board committee evaluation process and ongoing evaluations of individual directors
✔			Strategic and risk oversight by Board and Board committees
✔			Annual “Say-on-Pay” advisory votes
✔			Strong alignment between pay and performance in incentive plans
✔			Robust clawback policies
✔			Enhanced independent registered public accounting firm disclosure


	We DO Have this Practice		We Do NOT Have this Practice
✔	Compensation aligned with a pay-for-performance philosophy	✘	Severance multiple in excess of three times annual base salary
✔	A majority of short- and long-term incentive awards are subject to performance-based vesting conditions with no discretion to increase payouts above achievement levels for our executive officers	✘	Single-trigger vesting benefits based on change of control
✔	Long-term equity incentive awards are generally subject to a three-year vesting schedule	✘	Guaranteed salary increases
✔	Stock ownership guidelines for executive officers and non-employee directors requiring them to own significant amounts of the Company’s stock	✘	Section 280G tax gross-ups
✔	Restrictions on trading Company stock during certain periods	✘	Ordinary dividend payments on unvested long-term incentive awards
✔	Robust clawback policies providing forfeiture and allowing recoupment of incentive-based compensation paid to executive officers	✘	Repricing of options or SARs without stockholder approval
✔	Engagement with independent compensation consultant reporting directly to the C&TM Committee	✘	Excessive perquisites or benefits
✔	Annual risk assessment of the Company’s compensation program by the C&TM Committee	✘	Hedging or pledging or short-sale transactions in the Company’s stock for executives or non-employee directors
		✘	“Evergreen” or automatic stock replenishment
		✘	Granting equity awards in anticipation of the release of material nonpublic information


(a)			In addition to service on the public company board referenced above, Mr. Weitz serves as a trustee of the Weitz Funds.
(b)			In addition to service on the public company boards referenced above, Ms. Weymouth serves on the board of Sequoia Fund, Inc., a mutual fund company.


	2025 ($)	2024 ($)
Audit Fees	3,415,650	3,341,845
Audit-Related Fees	—	—
Tax Fees	—	45,000
All Other Fees	2,000	2,000
Total	3,417,650	3,388,845


Q:			Why am I being provided these materials?
A:			This Proxy Statement and the enclosed proxy card and annual report for our fiscal year ended December 31, 2025 are first being sent to stockholders on or about April 7, 2026. We have delivered these proxy materials to you in connection with the solicitation by our Board of proxies to be voted at the Annual Meeting to be held on May 14, 2026, or at any postponements or adjournments of the Annual Meeting. You are invited to attend the Annual Meeting via live audio webcast and vote your shares electronically or to vote your shares in advance by proxy via the internet, by telephone or by mail.

Q:			Who is entitled to vote?
A:			Stockholders as of the close of business on March 30, 2026 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 5,672,182 shares of our common stock outstanding. Holders of our common stock have one vote for each share held as of the Record Date, including shares: (i) held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and (ii) held for you in an account with a broker, bank or other nominee (you are considered a "beneficial owner” of shares held in “street name”). Beneficial owners of shares held in street name generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares.


Q:			Can I change my vote?
A:			Yes. If you are a stockholder of record, you can change your vote or revoke your proxy by:


			■			Entering a new vote over the internet or by telephone by 11:59 p.m., Eastern Time, on the day before the Annual Meeting;

			■			Returning a properly signed proxy card with a later date that is received at or prior to the Annual Meeting; or

			■			Voting your shares at the Annual Meeting if you have followed the process for participating in and voting at the Annual Meeting. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.


			If you hold your shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.


Q:			What is a broker non-vote?
A:			If you hold your shares in street name and do not provide voting instructions to your broker, NYSE rules grant your broker discretionary authority to vote your shares on “routine matters” at the Annual Meeting, including for the ratification of PwC as our independent registered public accounting firm for 2026 (Proposal 2). However, the proposals regarding the election of directors (Proposal 1), say-on-pay (Proposal 3) and the Cable One, Inc. 2026 Omnibus Incentive Compensation Plan (Proposal 4) are not considered “routine matters.” Furthermore, some brokers elect not to exercise the discretionary authority granted to them pursuant to NYSE rules when they have not received instructions from their street name holders. As a result, if you hold your shares in street name and do not provide voting instructions to your broker, your shares:


			■			will be voted on Proposal 2 if your broker chooses to exercise its discretionary authority to vote your shares and will not be voted on Proposals 1, 3 and 4 (resulting in a “broker non-vote” with respect to each of those proposals); or

			■			will not be voted on Proposal 2 if your broker chooses to not exercise its discretionary authority to vote your shares (resulting in your shares not being represented at the Annual Meeting).


			Although “broker non-votes” will be counted as present for purposes of determining a quorum, we urge you to promptly provide voting instructions to your broker or other nominee so that your shares are voted on all proposals.


Q:			What vote is required to approve a proposal?
A:			If a quorum is present at the Annual Meeting, the following chart describes the voting requirements for approval and the effect of abstentions and “broker non-votes” on each proposal. Stockholders may cast a “for,” “against” or “abstain” vote with regard to any director nominee or proposals (2), (3) and (4).


Q:			What happens if a director nominee who is duly nominated does not receive a majority of the votes cast?
A:			In accordance with our By-laws, any incumbent director who fails to receive a majority of the votes cast must submit an offer to resign from the Board no later than two weeks after we certify the voting results. In that case, the remaining members of the Board will consider the resignation offer and may either (i) accept the offer or (ii) reject the offer and seek to address the underlying cause(s) of the majority-against vote. The Board must decide whether to accept or reject the resignation offer within 90 days following the certification of the stockholder vote, and, once the Board makes its decision, we must promptly make a public announcement of the Board’s decision (including a statement regarding the reasons for its decision in the event the Board rejects the offer of resignation).


Q:			Who will count the vote?
A:			Votes cast will be tabulated by the inspector of elections appointed for the meeting, who will determine whether a quorum is present. The inspector of elections need not be a stockholder, and no director or nominee for the election as a director may be appointed the inspector of elections.