8-K 1 d63420_8-k.txt FORM 8-K 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 ---------- April 18, 2005 Date of Report (Date of earliest event reported) Shenandoah Telecommunications Company (Exact name of registrant as specified in its charter) Virginia 0-9881 54-1162807 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 500 Shentel Way P.O. Box 459 Edinburg, VA 22824 (Address of principal executive office) (Zip code) Registrant's telephone number, including area code: (540) 984-4141 1 1.01 Entry into a Material Definitive Agreement. At its meeting on April 18, 2005, the Board of Directors of the Company acting on the recommendation of the Independent Directors approved effective April 25, 2005 new annual compensation levels for the Company's executive officers as set forth on Exhibit 10.27 attached hereto. Annual base compensation for the Chief Executive Officer was increased 5% and for all executive officers as a group an average of 5.1% Item 9.01 Financial Statements and Exhibits (c) Exhibits 10.27 2005 Management Compensatory Plans and Arrangements 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 thereunto duly authorized. SHENANDOAH TELECOMMUNICATIONS COMPANY (Registrant) April 20, 2005 /S/ EARLE A. MACKENZIE -------------------------------------- Earle A. MacKenzie Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) 2