8-K
Cogent Communications Holdings, Inc. (CCOI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 1, 2026
Cogent Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51829 | 46-5706863 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> incorporation) | (Commission<br> File Number) | (IRS Employer<br> Identification No.) |
| 2450 N St NW,<br>Washington, D.C. | 20037 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
202-295-4200
Not
Applicable
(Former name or former address, if changed since last report)
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 $0.001 per share | CCOI | 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 ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As noted below under Item 5.07, at the Annual Meeting of Stockholders held on May 1, 2026 (the “Annual Meeting”) of Cogent Communications Holdings, Inc. (the “Company”), the Company’s stockholders, upon the recommendation of the Board of Directors of the Company (the “Board”), approved the Third Amended and Restated Cogent Communications Holdings, Inc. 2017 Incentive Award Plan (the “Plan”).
The Plan increases the number of shares available for issuance by 1.5 million shares, extends the date to which awards can be made under the Plan to March 19, 2036, and increases the maximum aggregate number of shares with respect to one or more awards that may be granted to any one person during any calendar year to 1.0 million (1,000,000) shares.
A more detailed description of the material terms of the Plan was included in the Company’s Proxy Statement filed on March 20, 2026 (the “Proxy Statement”), and such description is hereby incorporated by reference herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are subject to and qualified in their entirety by reference to the full text of the Plan, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
As previously disclosed in the Proxy Statement, on March 19, 2026, the independent members of the Board approved an award of restricted shares to David Schaeffer, the Company’s Chief Executive Officer (“CEO”), subject to stockholder approval of the Plan.
On May 4, 2026, the award of 1,000,000 shares of restricted stock (the “2026 CEO Performance Award”), was granted to Mr. Schaeffer, which has a term of 5 years from February 28, 2026 and is divided into three tranches of shares. Each tranche of restricted shares will vest on the last day of any consecutive sixty (60)-calendar day period during which the volume weighted average price (the “VWAP”) of the Company’s common stock hits the applicable target shown in the chart below.
| Tranche | Number of<br><br> Shares | Stock <br><br>Price | ||
|---|---|---|---|---|
| 1 | 200,000 | $ | 70.00 | |
| 2 | 300,000 | $ | 85.00 | |
| 3 | 500,000 | $ | 100.00 |
To be eligible to earn the applicable tranche, Mr. Schaeffer must remain in continuous service with the Company through the applicable vesting date, with service meaning as the Company’s CEO during the period from March 1, 2026 through December 31, 2028 and as either the CEO or such other position approved by the Board for the period from January 1, 2029 through February 28, 2031. All restricted shares in any tranche for which the relevant stock price target has not been met will be forfeited on February 28, 2031.
In the event of a change in control of the Company, performance will be measured as of the date of such change in control using the change in control per share consideration (the “CIC Stock Price”) as the achieved stock price. If the CIC Stock Price is less than $70.00, none of the restricted shares will vest. If the CIC Stock Price exceeds the Tranche 1 stock price target and is less than the Tranche 3 stock price target, a pro-rata portion of the restricted shares in Tranche 2 and/or Tranche 3, as applicable, will vest using linear interpolation between the two applicable tranches.
In the event of a termination of service due to death or disability prior to the end of the performance period, performance will be measured as of the date of such termination of service, based on the VWAP over the sixty (60) calendar-day period ending on the termination date, and the restricted shares will vest in the same manner as in the context of a change in control. In the event of a termination of service for any other reason prior to the end of the performance period, all unvested restricted shares will be forfeited.
The foregoing description of the 2026 CEO Performance Award does not purport to be a complete description and is qualified in its entirety by reference to the Restricted Stock Agreement which is attached hereto as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 1, 2026, the Company held its Annual Meeting at 2450 N Street NW, Washington, DC 20037. On the record date of March 6, 2026, there were 50,102,364 shares of the Company’s common stock entitled to vote, and the number of shares present at the Annual Meeting, by person or by proxy, was 38,736,164 shares. The following proposals were submitted to a vote of the stockholders at the Annual Meeting, each of which is described in detail in the Proxy Statement:
Under the first proposal, each of the following nominees was elected to the Company’s Board, to hold office until his or her successor is elected and qualified, with the following voting results:
| Dave Schaeffer: | FOR: 33,770,339 | AGAINST: 298,162 | ABSTAIN: 226,945 |
|---|---|---|---|
| Marc Montagner: | FOR: 33,195,178 | AGAINST: 871,912 | ABSTAIN: 228,356 |
| Steven D. Brooks: | FOR: 33,709,605 | AGAINST: 358,645 | ABSTAIN: 227,196 |
| Paul de Sa: | FOR: 33,239,690 | AGAINST: 828,492 | ABSTAIN: 227,264 |
| Lewis H. Ferguson, III: | FOR: 33,799,996 | AGAINST: 268,378 | ABSTAIN: 227,072 |
| Eve Howard: | FOR: 33,875,706 | AGAINST: 186,017 | ABSTAIN: 233,723 |
| Deneen Howell: | FOR: 33,523,127 | AGAINST: 544,758 | ABSTAIN: 227,561 |
| Sheryl Kennedy: | FOR: 33,888,718 | AGAINST: 179,269 | ABSTAIN: 227,459 |
Broker non-votes for the first proposal were 4,440,718 shares.
Stockholders approved the second proposal, to approve the Plan. The vote on this second proposal was as follows: FOR: 25,506,567; AGAINST: 8,664,157; ABSTAIN: 124,722. Broker non-votes for this second proposal were 4,440,718 shares.
Stockholders approved the third proposal, to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2026. The vote on this third proposal was as follows: FOR: 38,382,379; AGAINST: 253,556; ABSTAIN: 100,229. There were no broker non-votes on this third proposal.
Stockholders approved the fourth proposal, to approve named executive officer compensation. The vote on this fourth proposal was as follows: FOR: 23,028,277; AGAINST: 11,056,995; ABSTAIN: 210,174. Broker non-votes for this fourth proposal were 4,440,718 shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description |
|---|---|
| 10.1 | Third Amended and Restated Cogent Communications Holdings, Inc. 2017 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A filed March 20, 2026 (File No. 000-51829)). |
| 10.2 | Restricted Stock Agreement, dated as of May 4, 2026, between the Company and David Schaeffer (filed herewith). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| Cogent Communications Holdings, Inc. | |||
|---|---|---|---|
| Dated: May 4, 2026 | By: | /s/ David Schaeffer | |
| Name: | David Schaeffer | ||
| Title: | President and Chief Executive Officer |
Exhibit 10.2
RESTRICTED STOCK AWARD
| Name: Dave Schaeffer | Cogent Communications Holdings, Inc. |
|---|---|
| Grant Date: May 4, 2026 | Third Amended and Restated 2017 Incentive Award Plan (the “Plan”) |
1. Grant: Effective as of the Grant Date specified above you have been granted 1,000,000 (One Million) performance-vesting Shares (the “Restricted Shares”) of Cogent Communications Holdings, Inc. (the “Company”) subject to the vesting requirements described below. Defined terms used but not otherwise defined herein will have the meaning set forth in the Plan.
2. PerformancePeriod: The “Performance Period” shall be the period commencing on February 28, 2026 and continuing through February 28, 2031 or the earlier occurrence of a Change in Control or termination of employment by reason of death or Disability. All unvested Restricted Shares will be forfeited on the last day of the Performance Period.
3. NormalVesting: The Restricted Shares shall be earned and vested if both (i) the Performance-Vesting Requirement is satisfied with respect to such Restricted Shares and (ii) the Continued Service Requirement is satisfied with respect to such Restricted Shares, each as set forth below.
a)PerformanceVesting Requirement: Subject to Section 3(b), each tranche of Restricted Shares will vest on the last day of any consecutive sixty (60)-calendar day period (each, a “Vesting Date”) during the Performance Period and during which the volume weighted average price (the “VWAP”) of the Company’s Common Stock on the NASDAQ Global Select Market (or such other securities exchange on which the Common Stock may then be traded) equals or exceeds the stock price set forth below:
| Tranche | Number of Restricted Shares | Stock Price |
|---|---|---|
| 1 | 200,000 | $70.00 |
| 2 | 300,000 | $85.00 |
| 3 | 500,000 | $100.00 |
**b)**ContinuedService Requirement: As a condition to the vesting of any Tranche of Restricted Shares, except as set forth below with respect to a Change in Control and certain earlier terminations of employment, you must remain in continuous Service with the Company through the Vesting Date. For purposes of this Agreement, “Service” means serving as Chief Executive Officer (“CEO”) of the Company for the period from February 28, 2026 to December 31, 2028 and either as CEO or in such other capacity approved by the Board for the period from January 1, 2029 to February 28, 2031.
4. AcceleratedVesting: Notwithstanding Section 2, vesting in the Restricted Shares upon the following events will be treated as follows:
**a)**Except as otherwise provided in this Section 4(a), all unvested Restricted Shares will be forfeited upon a termination of Service prior to the end of the Performance Period. Upon termination of your employment by reason of death or Disability, the Performance Period will end as of such termination of employment, and performance will be measured using the VWAP for the sixty (60)-calendar day period ending on the date of such termination of employment. If such achieved stock price exceeds the Tranche 1 stock price target and is less than the Tranche 3 stock price target, a pro-rata portion of the Restricted Shares in Tranche 2 and/or Tranche 3, as applicable, will vest using linear interpolation between the two applicable tranches. If such achieved stock price is less than the Tranche 1 stock price target, all unvested Restricted Shares will be forfeited.
**b)**Upon a Change in Control, the Performance Period will end as of the date of the Change in Control and performance will be measured using the per share consideration from the Change in Control (the “CIC Stock Price”). If the CIC Stock Price exceeds the Tranche 1 stock price target and is less than the Tranche 3 stock price target, a pro-rata portion of the Restricted Shares in Tranche 2 and/or Tranche 3, as applicable, will vest using linear interpolation between the two applicable tranches. If the CIC Stock Price is less than the Tranche 1 stock price target, all unvested Restricted Shares will be forfeited.
5. Nontransferable: The Restricted Shares or any interest or right therein or part thereof may not be disposed of by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), until vested, and any attempted disposition prior thereto shall be null and void and of no effect. The foregoing notwithstanding, transfers of the Restricted Shares may be permitted for estate planning purposes with the prior written consent of the Committee and subject in each case to the provisions of the Plan and the same restrictions and forfeiture provisions under this Restricted Stock Award Agreement (“Agreement”) that the Restricted Shares had in your hands.
6. Dividends/Voting: You will be entitled to vote the Restricted Shares. However, you will only be entitled to receive any dividends that are paid on the Restricted Shares once they are vested. Any dividends paid on unvested Restricted Shares shall be held by the Company, without interest thereon and paid to you at the time the Restricted Shares on which such dividends were paid vest.
7. Certificates: The Company shall cause the Restricted Shares to be issued and a stock certificate or certificates representing the Restricted Shares to be registered in your name or held in book entry form, but if a stock certificate or certificates are issued, they shall be delivered to, and held in custody by the Company until the Restricted Shares vest. You agree to give to the Company a stock power, except for voting rights, for all unvested Restricted Shares. If issued, each such certificate will bear such legends as the Company may determine.
8. NoOther Rights: The grant of Restricted Shares under the Plan is a one-time benefit and does not create any contractual or other right to receive an award of Restricted Shares or benefits in lieu of Restricted Shares in the future. Future awards of Restricted Shares, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the award, the number of shares and vesting provisions. The grant of Restricted Shares under the Plan does not entitle you to any rights to remain employed with the Company, nor does it constitute a contract of employment.
**9. Miscellaneous:**The shares of Restricted Shares are granted under and governed by the terms and conditions of the Plan, as may be amended from time to time. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.
**10. 280G:**Notwithstanding anything in this Agreement to the contrary, if the acceleration of vesting and any other payments to be made to you (a “Payment”) would (i) constitute a “parachute payment” under Section 280G of the Code and (ii) but for this Section 10 be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then either (A) such Payments shall be reduced to the maximum amount that could be paid to you without any portion of the Payment (after reduction) being subject to the Excise Tax, or (B) the entire Payment shall be paid if after taking into account all applicable federal, state and local taxes and the Excise Tax would provide a more favorable net after tax benefit to you (i.e., because the after tax proceeds to you of the reduced Payments and other benefits under this Agreement would exceed the after tax proceeds to you of Payments in the absence of any reduction, taking into account the Excise Tax applicable to such Payments). If a reduction in a Payment is to be made under clause (ii)(A), then the reduction will be made as determined by the Company in a manner that results in your retaining the largest amounts of Payments which are payable in cash or equity at or as close to the event giving rise to the change in control as possible, such as by first reducing your rights to any Payments that are contingent upon the occurrence of later events (such as severance). Any determination of whether any portion of the Payments constitutes a “parachute payment” within the meaning of Section 280G(b) of the Code, shall be made by a nationally recognized accounting firm selected by the Company, which may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. In no event will the Company or any stockholder be liable to you for any amounts not paid as a result of the operation of this Section 10.
11. Claw-BackProvisions: The Restricted Shares (including any proceeds, gains or other economic benefit actually or constructively received by you upon receipt or vesting of this Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with any clawback, forfeiture or other similar policy adopted by the Company, including, without limitation, the Policy for Recovery of Erroneously Awarded Compensation adopted by the Company, effective October 2, 2023.
Cogent Communications Holdings, Inc.
| By: | /s/ John Chang |
|---|---|
| John Chang on behalf of the Board of Directors and the Compensation Committee |