Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 19, 2023, Cable One, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2023, and the final voting results for each matter.

Proposal No. 1: Election of Directors

At the Annual Meeting, the Company's stockholders voted upon the election of eight director nominees, each to hold office until the 2024 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Effective at the time of the Annual Meeting, the size of the board of directors of the Company (the "Board) was reduced to eight members. The number of votes cast for and against each nominee, as well as the number of abstentions and broker non-votes, were as follows:



    Director Nominee            For           Against         Abstain         Broker Non-Votes
     Brad D. Brian           4,683,624        497,332          8,674              199,422
  Deborah J. Kissire         4,725,580        455,406          8,644              199,422
    Julia M. Laulis          5,064,475        116,517          8,638              199,422
    Mary E. Meduski          5,122,444        57,016          10,170              199,422
    Thomas O. Might          4,776,733        404,228          8,669              199,422
   Sherrese M. Smith         5,124,265        55,187          10,178              199,422
   Wallace R. Weitz          5,104,015        76,924           8,691              199,422
 Katharine B. Weymouth       3,726,870       1,454,114         8,646              199,422

Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:



            For           Against         Abstain         Broker Non-Votes
         5,360,745        20,215           8,092                 -

Proposal No. 3: Advisory Vote to Approve Compensation of Named Executive Officers for 2022

The Company's stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers for 2022. The number of votes cast for and against this matter, as well as the number of abstentions, were as follows:



            For           Against         Abstain         Broker Non-Votes
         4,982,540        156,357         50,733              199,422

Proposal No. 4: Advisory Vote to Select the Frequency of Future Advisory Votes on Named Executive Officer Compensation

The Company's stockholders voted to select, on a non-binding advisory basis, the frequency of future advisory votes on named executive officer compensation. The number of votes cast for a frequency of "One Year," "Two Years," and "Three Years," as well as the number of abstentions, were as follows:



  1 Year         2 Years        3 Years        Abstain        Broker Non-Votes
 5,110,356         780          70,338          8,156                -

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For Proposal No. 4, in light of the vote of the stockholders on this proposal, the Company has determined to hold future advisory votes on named executive officer compensation every year until the next required stockholder vote on the frequency of such votes is held or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company's stockholders.




Item 8.01   Other Events.

On May 18, 2023, the Company adopted new forms of award agreements for grants of restricted stock units ("RSUs") to non-employee directors of the Company under the Cable One, Inc. 2022 Omnibus Incentive Compensation Plan ("2022 Plan"). These forms of award agreements are included as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



   Exhibit No.           Description
       10.1                Form of Non-Employee Director Restricted Stock Unit Award Agreement (2022
                         Plan) for annual equity grants beginning in 2023
       10.2                Form of Non-Employee Director Restricted Stock Unit Award Agreement (2022
                         Plan) for grants in lieu of cash fees beginning in 2023
       104               The cover page of this Current Report on Form 8-K, formatted in Inline XBRL

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