Cable One, Inc. (CABO) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. The 2020 Annual Meeting of Stockholders of Cable One will please come to order. I am Julia Laulis, Chair of the Board, President and CEO of Cable One. I will act as Chair of this meeting. On behalf of our directors and officers, let me welcome all of you to the meeting, including those joining us via the audio webcast. Peter Witty, our Senior Vice President, General Counsel and Secretary, is here with me and will act as recording secretary of this meeting. I would also like to introduce the directors and certain other attendees, who are present today, including those who are participating virtually. Beginning with our directors, on the line we have, Brad Brian, Tom Gayner, Debbie Kissire, Mary Meduski, Tom Might, Kris Miller, Alan Spoon, Wally Weitz and Katharine Weymouth. Matt Stoloff, our associate General Counsel and Assistant Secretary, will serve as Inspector of Election. Finally, joining us on the line from PricewaterhouseCoopers LLP, our independent registered public accounting firm, are John Russo and Kyle. Given the public health concerns surrounding COVID-19 pandemic and to support the well-being of our associates and stockholders, we have asked others to refrain from attending this meeting in person. We will now proceed with the formal business matters to come before this meeting as set forth in the proxy materials previously provided to stockholders. I call upon Mr. Witty to report as to the mailing of the proxy materials and notice of this meeting.

Thank you, Ma'am, Chair. Ms. Chair, an affidavit of distribution for this annual meeting has been prepared by Broadridge Financial Solutions, the company's mailing agent. The affidavit states that the materials for this meeting were mailed and deposited with the U.S. Post Office commencing on April 13, 2020. The notice of meeting and affidavit of distribution will be filed as part of the record of this meeting.

As established by the Board of Directors and as stated in the notice of this meeting, only stockholders of record of the company's common stock on March 30, 2020, may vote at this meeting. A list of stockholders as of the record date is in the room and available for inspection. At this time, I appoint Mr. Stoloff to serve as Inspector of Election. Mr. Stoloff has signed his oath of office, which will be filed as part of the record of this meeting. I now request that he canvass the number of shares of common stock of the company represented at this meeting, either in person or by proxy, to determine the presence of a quorum.

Ms. Chair, I have so far counted a majority of the outstanding shares of common stock of the company present at the meeting, either in person or by proxy and eligible to vote at this meeting. I will continue to be available during the meeting to count additional shares of common stock if more stockholders or proxies come into the meeting.

Based on the report of the Inspector of Election, I declare that a quorum is present at this meeting, and as such, the annual meeting may proceed. At this time, we will proceed to vote on the matters properly before the stockholders of the company. Voting will commence after all proposals have been presented. The first order of business is the election of 3 Class II directors to hold office until 2023 annual meeting of stockholders and until their respective successors are elected and qualified. The nominees for election as set forth in the proxy statement and recommended by the Board of Directors are: Mary Meduski, Alan Spoon and Wallace Weitz. The second order of business is the proposal to ratify the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the company for the year ending December 31, 2020. The third order of business is the approval on a nonbinding advisory basis of the compensation of the company's named executive officers for 2019. The fourth and final order of business is the approval of our amended and restated certificate of incorporation as amended and restated to declassify the Board of Directors to provide for the annual election of directors. The polls with respect to these matters are now open. [Voting]

As no stockholders wishing to vote are present, the polls with respect to these matters are now closed. At this time, I will ask for the Inspector of Election to report on all those of the stockholders of the company.

Ms. Chair, the Inspector of Election reports that each of the 3 nominated directors received a majority of the votes cast. The Inspector of Election has also recorded the vote on the proposal for the ratification of the appointment of PricewaterhouseCoopers and the proposal to approve the compensation of the company's named executive officers for 2019, and has counted a majority of the votes cast voting in favor of these proposals. Finally, Inspector of Election has recorded the vote on the proposal to approve the company's amended and restated certificate of incorporation as amended and restated, and has counted a majority of the outstanding shares entitled to vote thereon at the annual meeting voting in favor of this proposal.

As Chair of the meeting, I hereby adopt the preliminary report of the Inspector of Election as the official vote of stockholders and declare that the nominated directors have been elected and that the other proposals have been approved. The final report of the Inspector of Election will be filed as part of the record of this meeting. As there is no further business to come before the meeting, I declare that the 2020 annual meeting of stockholders of the company adjourned. Thank you for attending today's meeting.