Cable One, Inc DEF 14A, filed Apr 9, 2024

Cable One, Inc. (CABO)

DEF 14A 2024-04-09 For: 2023-12-31

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Added on June 12, 2026

About this DEF 14A

Cable One, Inc filed this DEF 14A on April 9, 2024.

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PROXY STATEMENT SUMMARY			1

PROXY STATEMENT			10
Frequently Asked Questions and Answers			10

PROPOSAL 1: ELECTION OF DIRECTORS			15
Nominees for Election as Director			17
2023 Annual Meeting Voting Results for Election of Directors			21

CORPORATE GOVERNANCE			22
Board Committees and Meeting Attendance			22
Corporate Governance Guidelines and Code of Business Conduct and Ethics			25
Proxy Access			25
Director Nomination Process			26
Majority Voting for Directors			26
Director Independence			26
Executive Sessions of the Non-Management Directors			26
Board Leadership Structure			27
Board’s Role in Risk Oversight			27
Other Governance Matters			28

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29
Audit Committee Pre-Approval Policies and Procedures			29
Audit and Other Fees			30

COMPENSATION DISCUSSION AND ANALYSIS			31
Executive Summary			31
Our Executive Compensation Program and Practices			33
Elements of Our Compensation Program			37
Corporate Governance Policies			45
Compensation Program Risk Assessment			46

COMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT			47

EXECUTIVE COMPENSATION			48
2023 Summary Compensation Table			48
2023 Grants of Plan-Based Awards			50
Outstanding Equity Awards at 2023 Fiscal Year-End			51
2023 SAR Exercises and Stock Vested			53
2 023 Pension Benefits			54
2 023 Nonqualified Deferred Compensation			55
Potential Payments Upon Termination or Change of Control			55
CEO Pay Ratio			58

PAY VERSUS PERFORMANCE			59
Overview			59


The Relationship Between Executive Compensation Actually Paid and Performance			62
Financial Performance Measures			63

PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 2023			64

DIRECTOR COMPENSATION			65
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			67
EQUITY COMPENSATION PLAN INFORMATION			69
REPORT OF THE AUDIT COMMITTEE			70
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			71
DELINQUENT SECTION 16(a) FILINGS			72
STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS AND OTHER BUSINESS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS			72
HOUSEHOLDING OF PROXY MATERIALS			73
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING			73

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


Cable One, Inc. 2024 Annual Meeting of Stockholders (the “Annual Meeting”)

Date and Time:			Thursday, May 16, 2024, at 8:00 a.m., Arizona Time (PDT)

Virtual Location:			www.virtualshareholdermeeting.com/CABO2024. 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:			April 1, 2024


			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/CABO2024. 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 nine director nominees named in this Proxy Statement to hold office until the 2025 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 ☑	15
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, 2024.	FOR ☑	29
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 2023 (also referred to as the “say-on-pay” vote).	FOR ☑	64


1.			To elect nine directors to hold office until the 2025 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, 2024.


3.			To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2023.


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


How to Cast Your Vote

You can vote using any of the following methods:


2023 Strategic, Operational and Financial Developments and Accomplishments


Operational and Financial Results

■			Our net income was $267.4 million in 2023, compared to $234.1 million in 2022, an increase of 14.2% year-over-year. Our 2023 Adjusted EBITDA was $916.9 million, compared to $911.9 million in 2022, an increase of 0.6% year-over-year. 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, 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.

■			Our total revenues were $1.7 billion in both 2023 and 2022. Residential data revenues increased by 4.8% year-over-year.

■			Our net cash provided by operating activities was $663.2 million in 2023, compared to $738.0 million in 2022. Our 2023 Adjusted EBITDA less capital expenditures was $545.9 million, compared to $497.8 million in 2022. See Annex A of this Proxy Statement for the definition of Adjusted EBITDA less capital expenditures and reconciliations to net income and net cash provided by operating activities, as applicable, which are the most directly comparable measures under GAAP, and a discussion of why we believe these non-GAAP measures are useful.


Capital Investments, Strategic Transactions and Other Achievements

■			During 2023, we continued to make significant investments in our business consistent with a strategic focus to enhance the growth of our higher margin businesses, namely residential data and business services. We also continued to make investments in our acquired systems, which has increased our broadband capacity and reliability. In 2023 we also made the following capital investments:


			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-to-the-premises 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 certain markets and currently offer Gigabit download data service to nearly all of our homes passed.

■			On February 22, 2023 we amended, upsized and extended certain existing credit facilities totaling approximately $2.0 billion with a core group of our lenders, most notably achieving extended maturities, enhanced liquidity and improved strategic flexibility at comparable costs to the existing facilities.


			210 E. Earll Drive Phoenix, AZ 85012

			April 9, 2024


Who Can Vote


ESG Highlights


Environmental Matters

■			Our efficiency efforts have resulted in a 25% decrease in average monthly truck rolls per thousand customers and, consequently, a 16% reduction in contacts per customer since 2020.


■			In 2023, we reduced solid waste by more than four tons by recycling or reselling more than 5,000 devices.


■			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.


■			For the past nine 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 2023, our efforts have resulted in the planting of 130,000 trees in our markets and national forests.


Social Matters

■			In furtherance of our inclusion and diversity initiatives, we support the Emma Bowen Foundation, an organization that gives talented students of color internship opportunities at media companies, the National Diversity Council and the Arizona Special Olympics.


■			In 2023, we continued the Cable One Charitable Giving Fund, which provides $250,000 in grants annually to local nonprofit organizations in our markets, concentrating support in the areas of education and digital literacy, hunger relief, and community development.


■			Since 2014, we have donated more than 2,600 Chromebooks to Title I schools and community organizations in the markets we serve to help bridge the digital divide.


■			We proudly employ more than 200 veterans and continually seeks to increase veteran hiring by offering referral incentives to associates and partnering with veteran organizations.

■			Through our annual “Dream Bigger” social media campaign, we have awarded $115,000 over the past five years to fund science, technology, engineering and mathematics (STEM) initiatives in schools and community organizations across our footprint.


Governance Matters

■			Currently, a majority of the Board consists of female directors, including one who is African American.


■			Currently, women hold key leadership positions, including serving as:


			o			The Chair of the Board, President and Chief Executive Officer (“CEO”);

			o			The Lead Independent Director;

			o			The Chair of the Audit Committee;

			o			The Chair of the Compensation and Talent Management Committee (the “C&TM Committee”); and

			o			The Chair of the Nominating and Governance Committee.


■			Three of the last four open positions on the Board have been filled by a female director, including one who is African American.


■			During the past several years, we have solicited feedback on corporate governance matters through extensive stockholder outreach. In response to stockholder feedback, we have adopted a proxy access by-law and amended our Amended and Restated Certificate of Incorporation (the “Charter”) and By-laws to reduce the voting requirement necessary for stockholders to adopt, amend, alter or repeal any provision of our By-laws from a super-majority to a majority voting standard.


Board Independence

■			Nearly the entire Board currently consists of independent directors.


■			Every member of the Audit, Compensation and Talent Management, and Nominating and Governance Committees are independent under New York Stock Exchange (“NYSE”) listing standards and applicable Securities and Exchange Commission (“SEC”) rules.


Board Diversity

■			Currently, over 50% of the Board consists of female directors, including one who is African American.


Board Tenure and Refreshment

■			Currently, eight of our nine directors have served on the Board for less than ten years.


■			We have added three new directors to the Board over the past five years.


■			All of our directors are currently elected on annual basis.


Policies Regarding Company Equity

■			We maintain robust executive and non-employee director stock ownership guidelines.


■			We maintain robust clawback policies which provide for the forfeiture of outstanding incentive compensation and the recoupment of previously paid incentive compensation in the event of financial restatements, legal or compliance violations and various forms of misconduct.