UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

___________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 1529, 2025

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Cable One, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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Delaware	001-36863	13-3060083
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

210 E. Earll Drive, Phoenix, Arizona	85012
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (602) 364-6000

___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		CABO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.~~07 Submission~~02 Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~May 15~~June 3, 2025, Cable One, Inc. (the “Company”) ~~held~~announced ~~its~~that ~~Annual~~Julia ~~Meeting~~M. ofLaulis ~~Stockholders~~will ~~(the~~be ~~“Annual~~retiring ~~Meeting”).~~as ~~Set~~Chair ~~forth~~of ~~below~~the ~~are~~Company’s Board of Directors (the “Board”), ~~matters~~President, ~~acted~~and ~~upon~~Chief byExecutive Officer on the ~~stockholders~~earlier of ~~the~~December ~~Company~~31, at2025 or the ~~Annual~~date ~~Meeting~~her assuccessor ~~described~~commences inemployment as the Company’s ~~definitive~~Chief ~~proxy~~Executive ~~statement~~Officer ~~filed~~(as ~~with~~applicable, the ~~Securities~~“Retirement ~~and~~Date”). ~~Exchange~~To ~~Commission~~facilitate ona ~~April 8,~~smooth ~~2025~~and orderly leadership transition, ~~and~~Ms. Laulis will remain with the ~~final~~Company ~~voting~~following ~~results~~the ~~for~~Retirement ~~each~~Date ~~matter~~as a senior advisor through January 3, 2027.

~~Proposal~~The ~~No.~~Board 1:is ~~Election~~actively ofworking ~~Directors~~with a leading global executive search firm to identify the Company’s next Chief Executive Officer.

AtOn ~~the~~May ~~Annual~~29, ~~Meeting~~2025, the Company’s ~~stockholders~~and ~~voted~~Ms. ~~upon~~Laulis ~~the~~entered ~~election~~into ofa ~~eight~~Retirement ~~director~~Agreement ~~nominees,~~and ~~each~~General toRelease ~~hold~~of ~~office~~Claims ~~until~~ (the ~~2026~~“Retirement ~~Annual Meeting of Stockholders and until their respective successors are elected and qualified~~Agreement”). ~~Effective~~Under at the terms ~~time~~ of the ~~Annual~~Retirement ~~Meeting~~Agreement, ~~the~~Ms. ~~size~~Laulis’ ofrole as the ~~board~~Company’s ofChair ~~directors~~ of the ~~Company (the “~~Board), ~~was~~President ~~reduced~~and toChief ~~eight~~Executive ~~members.~~Officer ~~The~~will ~~number~~end as of ~~votes~~the ~~cast~~Retirement ~~for~~Date, ~~and~~but ~~against~~she ~~each~~will ~~nominee,~~remain asemployed ~~well~~with the Company as ~~the~~a ~~number~~senior ofadvisor ~~abstentions~~through ~~and~~January ~~broker non-votes~~3, ~~were~~ 2027 as(the ~~follows:~~“Separation Date”).

Director Nominee	For	Against	Abstain	Broker Non-Votes
P. Robert Bartolo	4,668,606	441,016	16,587	218,674
Brad D. Brian	4,783,009	328,228	14,972	218,674
Deborah J. Kissire	4,678,252	432,984	14,973	218,674
Julia M. Laulis	4,755,434	355,680	15,095	218,674
Mary E. Meduski	4,785,876	325,375	14,958	218,674
Sherrese M. Smith	4,669,319	440,660	16,230	218,674
Wallace R. Weitz	4,558,647	552,609	14,953	218,674
Katharine B. Weymouth	4,616,464	493,393	16,352	218,674

The terms of the Retirement Agreement provide that Ms. Laulis will (i) receive a base salary at an annualized rate of $945,000 through the Retirement Date; (ii) receive a base salary at an annualized rate of $472,500 during the remainder of her employment with the Company as a senior advisor; (iii) be eligible to receive a 2025 annual cash incentive payout determined based on a target bonus opportunity of 125% of the base salary actually received during 2025 and the Company’s performance results relative to the Company’s 2025 Annual Executive Bonus Plan goals; (iv) continue to participate in the Company’s benefit plans through the Separation Date; and (v) be entitled to a lump sum payment equal to ten times her monthly COBRA premium, contingent upon her execution and non-revocation of a release of claims in favor of the Company. The Retirement Agreement also contains a customary release of claims by Ms. Laulis, an acknowledgement by Ms. Laulis of her obligations to comply with the restrictive covenants set forth in the Company’s Clawback Policy, and other customary terms. Ms. Laulis has also agreed to resign from the Board as of the Retirement Date. Ms. Laulis’ outstanding equity awards will be treated in accordance with their terms through the Separation Date. Ms. Laulis will not be granted any additional annual cash or equity incentive awards after the date of the Retirement Agreement.

~~Proposal No~~Ms. 2:Laulis’ ~~Ratification~~departure ofis ~~Appointment~~not as a result of ~~Independent~~any ~~Registered~~disagreement ~~Public~~with ~~Accounting~~the ~~Firm~~Company on any matter relating to the Company’s operations, policies and practices, including any matters concerning the Company’s controls or any financial or accounting-related matters or disclosures.

The ~~Company’s~~foregoing ~~stockholders~~is ~~ratified~~a ~~the~~summary ~~appointment~~ of ~~PricewaterhouseCoopers~~certain ~~LLP~~material asterms of the ~~Company’s~~Retirement ~~independent~~Agreement ~~registered~~and ~~public~~is ~~accounting~~qualified ~~firm~~in ~~for~~its ~~the~~entirety ~~year~~by ~~ending~~reference ~~December~~to ~~31,~~the ~~2025. The~~full ~~number~~text of ~~votes~~the Retirement ~~cast~~Agreement, ~~for~~which ~~and~~is ~~against~~filed ~~this~~herewith ~~matter,~~ as ~~well~~Exhibit as10.1 ~~the~~and ~~number~~incorporated ofherein ~~abstentions,~~by ~~were as follows:~~reference.

For						Against						Abstain						Broker Non-Votes
5,298,822						31,021						15,040						—

Cautionary Statement Regarding Forward-Looking Statements

~~Proposal~~This Nocurrent report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 3:Actual ~~Advisory~~results ~~Vote~~may todiffer ~~Approve~~materially ~~Compensation~~from those expressed or implied by these statements. You can generally identify forward-looking statements by the words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “trend,” “will,” “would” or the negative version of ~~Named~~these words or other comparable words. Any statements regarding the expected date and duration of the Chief Executive ~~Officers~~Officer transition process and any other statements that are not historical facts are forward-looking statements. Such forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the factors described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 and the Company’s other filings with the Securities and Exchange Commission, and uncertainties, assumptions and changes in circumstances that may cause actual results to differ materially from those expressed or implied in any forward-looking statement. Each forward-looking statement contained herein speaks only as of the date of this current report, and the Company undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as required by law.

~~The~~Item ~~Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for 2024~~7. ~~The~~01 ~~number~~Regulation ofFD ~~votes cast for and against this matter, as well as the number of abstentions, were as follows:~~Disclosure.

For						Against						Abstain						Broker Non-Votes
4,334,330						729,135						62,744						218,674

On June 3, 2025, the Company issued a press release announcing the matters described under Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.

The information contained in this Item 7.01 as well as in Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.	Description

10.1	Retirement Agreement and General Release of Claims, dated May 29, 2025
99.1	Press release issued by Cable One, Inc. dated June 3, 2025
104	The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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.

Cable One, Inc.

By:	/s/ Christopher J. Arntzen
	Name:	Christopher J. Arntzen
	Title:	Senior Vice President, General Counsel and Secretary

Date: ~~May~~June 153, 2025

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