Consolidated Communications (CNSL) 8-KDeparture of Directors or Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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At the Annual Meeting of Stockholders (the “Annual Meeting”) of Consolidated Communications Holdings, Inc. (the “Company”) held on May 1, 2023, the Company’s stockholders approved an amendment (the “Amendment”) to the Amended and Restated Consolidated Communications Holdings, Inc. Long-Term Incentive Plan (the “Plan”). The Amendment was adopted by the Board of Directors (the “Board”) on February 26, 2023 and, following stockholder approval, became effective as of February 26, 2023.

The Amendment makes the following material changes to the Plan (as amended by the Amendment, the “Amended Plan”):

The terms and conditions of the Amendment are described in the section entitled “Proposal No. 5 – Approval of an Amendment to the Consolidated Communications Holdings, Inc. Long-Term Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2023. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

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At the Annual Meeting, 98,952,252 shares of common stock, $0.01 par value, or approximately 86.28% of the 114,680,271 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting and the final voting results on each such matter.

Proposal No. 1: Election of the Eight Directors Named in the Company’s Proxy Statement to Serve Until the Next Annual Meeting of Stockholders or Until Their Respective Successors Are Elected and Qualified. The number of votes cast for each nominee named in the Company’s proxy statement as a director, as well as the number of votes withheld and broker non-votes, were as follows:

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Each nominee, having received a plurality of the votes cast, was elected.

Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023. With respect to the ratification of the appointment of Ernst & Young 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:

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There were no broker non-votes as to Proposal No. 2.

Proposal No. 2, having received the affirmative vote of the holders of more than a majority of the votes present, in person or by proxy, and entitled to vote on the matter at the Annual Meeting, was adopted.

Proposal No. 3: Advisory Vote on the Approval of the Compensation of the Company’s Named Executive Officers. With respect to the advisory vote to approve the compensation of the Company’s named executive officers described in the Company’s proxy statement, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:

Proposal No. 3, having received the affirmative vote of the holders of more than a majority of the votes present, in person or by proxy, and entitled to vote on the matter, was adopted, on an advisory basis.

Proposal No. 4: Advisory Vote on the Frequency of Future Named Executive Officer Compensation Votes. With respect to the advisory vote to approve the frequency of future compensation votes for the Company’s named executive officers described in the Company’s proxy statement, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:

Proposal No. 5: Approval of a Proposed Amendment to the Long-Term Incentive Plan, as Amended, to Increase the Number of Shares Issuable Thereunder by 5,280,000 Shares. With respect to the approval of a proposed amendment to the Company’s Long-Term Incentive Plan, as amended, to increase the number of shares issuable thereunder by 5,280,000 shares, the number of votes cast for and against this matter, as well as the number of abstentions and broker non-votes, were as follows:

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Proposal No. 5, having received the affirmative vote of the holders of more than a majority of the votes present, in person or by proxy, and entitled to vote on the matter at the Annual Meeting, was adopted.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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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 hereunto duly authorized.

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