0001437749-19-000459.txt : 20190107 0001437749-19-000459.hdr.sgml : 20190107 20190107162917 ACCESSION NUMBER: 0001437749-19-000459 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190103 FILED AS OF DATE: 20190107 DATE AS OF CHANGE: 20190107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bowker Michael E. CENTRAL INDEX KEY: 0001644093 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36863 FILM NUMBER: 19513652 MAIL ADDRESS: STREET 1: 210 E. EARLL DRIVE CITY: PHOENIX STATE: AZ ZIP: 85012 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cable One, Inc. CENTRAL INDEX KEY: 0001632127 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 133060083 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 210 E. EARLL DRIVE CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 602-364-6000 MAIL ADDRESS: STREET 1: 210 E. EARLL DRIVE CITY: PHOENIX STATE: AZ ZIP: 85012 4 1 rdgdoc.xml FORM 4 X0306 4 2019-01-03 0001632127 Cable One, Inc. CABO 0001644093 Bowker Michael E. C/O CABLE ONE, INC. 210 E. EARLL DRIVE PHOENIX AZ 85012 1 Chief Operating Officer Common Stock, par value $0.01 2019-01-03 4 A 0 200 0 A 2369 D Common Stock, par value $0.01 2019-01-04 4 F 0 183 834.48 D 2186 D Stock Appreciation Rights 811.96 2019-01-03 4 A 0 1500 0 A 2029-01-03 Common Stock, par value $0.01 1500 1500 D Represents shares of restricted stock granted to the Reporting Person, which generally vest in four equal installments on each of the first four anniversaries of the date of grant, subject to the Reporting Person's continued employment with Cable One, Inc. through each such date. Represents the withholding of shares of Common Stock to satisfy tax withholding liability associated with the vesting of performance-based restricted stock awards from a previously reported grant, which were granted on January 4, 2016 and which vested on January 4, 2019. The stock appreciation rights (SARs) generally vest and become exercisable as to 25% of the number of underlying shares covered by the grant on each of the first four anniversaries of the date of the grant, subject to the Reporting Person's continued employment with Cable One, Inc. through each such date. Each SAR represents the right, upon exercise, to receive a number of shares of Common Stock equal in value to the amount, if any, by which the fair market value of Common Stock (as determined on the date of exercise) exceeds the exercise price. Exhibit 24 - Power of Attorney /s/ Peter N. Witty for Michael E. Bowker 2019-01-07 EX-24 2 bowker_poa.htm bowker_fox_laulis_mcdonald_poa.htm

Exhibit 24

 

Power of Attorney

 

Know all by these present, that each of the undersigned hereby constitutes and appoints Kevin P. Coyle, Eric M. Lardy, Matthew E. Stoloff, Raymond L. Storck, Jr., and Peter N. Witty of Cable One, Inc. (the “Company”), signing singly, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

 

(a)

execute and deliver for and on behalf of the undersigned, forms and authentication documents for EDGAR Filing Access;

 

 

(b)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and authentication documents;

 

 

 

(c)

execute and deliver for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or 10% shareholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

 

 

(d)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange, self-regulatory or similar authority; and

 

 

 

(e)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, (i) any of the undersigned’s responsibilities to comply with the requirements of the Exchange Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Securities Exchange Act of 1934, as amended.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.

 

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed this 2nd day of April, 2018.

 

 

/s/ Michael E. Bowker

  

Michael E. Bowker

  
   

 

/s/ Stephen A. Fox

  

Stephen A. Fox

  
   

 

/s/ Julia M. Laulis

  

Julia M. Laulis

  
   

 

/s/ Charles B. McDonald

  

Charles B. McDonald

  
   
   

 

 

 

Signed before me on the 2nd day of April, 2018 /s/ Marianne Kuroski
  NOTARY Public In and For the
  State of Arizona
     
  [SEAL]

MARIANNE KUROSKI 

Notary Public - State of

Arizona

MARICOPA COUNTY

My Commission Expires

October 4, 2021