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):  July 18, 2016


 
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)

 
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 (see General Instruction A.2. below):
 
☐
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))
 
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2016, the board of directors (the “Board”) of Shenandoah Telecommunications Company (the “Company”), elected Leigh Ann Schultz as a director with a term expiring at the Company’s annual meeting of shareholders in 2017.  Ms. Schultz will serve on the Audit Committee of the Board.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 18, 2016, the Board approved an amendment to Article II, Section 2 of the Amended and Restated Bylaws of the Company, effective as of July 18, 2016, to increase the size of the Board from eight to nine members.

A copy of the Amended and Restated Bylaws of the Company is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description

3.1 Amended and Restated Bylaws of Shenandoah Telecommunications Company, as amended effective July 18, 2016
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
SHENANDOAH TELECOMMUNICATIONS COMPANY
 
(Registrant)
 
Date: July 19, 2016
/s/ Raymond B. Ostroski
 
Raymond B. Ostroski
 
Vice President – Legal and General Counsel
 
(Duly Authorized Officer)
 
EXHIBIT INDEX

Exhibit No. Description

3.1 Amended and Restated Bylaws of Shenandoah Telecommunications Company, as amended effective July 18, 2016