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Consolidated Communications Announces Inducement Grants Under NASDAQ Listing Rule 5635(C)(4)
Rhea-AI Impact
(Low)
Rhea-AI Sentiment
(Very Positive)
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Rhea-AI Summary
Consolidated Communications (CNSL) announced an inducement award for newly appointed CFO Fred Graffam on December 1, 2022. The compensation package includes 103,306 restricted shares vesting at 25% annually starting December 5, 2022, and 113,636 performance shares vesting at the end of a three-year period based on performance goals established in March 2022. The performance shares will be adjusted depending on total shareholder return compared to peers. If Graffam's employment ends for any reason, unvested shares will be forfeited.
Positive
Inducement award granted to CFO Fred Graffam indicates confidence in leadership.
Stock awards structured to align executive interests with shareholder returns.
Negative
Incomplete information on specific performance goals for stock awards.
Potential dilution of shares if performance goals are met significantly.
MATTOON, Ill.--(BUSINESS WIRE)--
Consolidated Communications (NASDAQ: CNSL) today announced, as required by Nasdaq Listing Rule 5635(c)(4), the grant of an inducement award to its recently appointed executive vice president, chief financial officer and treasurer, Fred Graffam, on Dec. 1, 2022.
As part of his compensation package, the Company granted Mr. Graffam a stock award on Dec. 1, 2022 consisting of (i) 103,306 shares of restricted stock that vests at a rate equal to 25% per year beginning December 5, 2022 and (ii) a target award of 113,636 shares of performance stock that vest in full following the end of a three-year performance period ending Dec. 31, 2024. The performance shares are subject to adjustment based on the level of attainment of the performance goals established in March 2022 for the performance period (which apply to other performance share awards granted to other executives at the time), including adjustment of +/- 25% based on the total shareholder return of the Company measured against a peer group for the performance period. The unvested portion of the restricted stock award and performance share award would be forfeited upon termination of employment for any reason. Each award is subject to the terms of the applicable award agreement entered into by the Company and Mr. Graffam. The stock award was granted as a material inducement to employment in accordance with Nasdaq Listing Rule 5635(c)(4).
About Consolidated Communications
Consolidated Communications Holdings, Inc. (NASDAQ: CNSL) is dedicated to moving people, businesses and communities forward by delivering the most reliable fiber communications solutions. Consumers, businesses and wireless and wireline carriers depend on Consolidated for a wide range of high-speed internet, data, phone, security, cloud and wholesale carrier solutions. With a network spanning more than 57,500 fiber route miles, Consolidated is a top 10 U.S. fiber provider, turning technology into solutions that are backed by exceptional customer support. Learn more at consolidated.com. Connect with us on social media.
Forward-Looking Statements
Certain statements in this communication are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect, among other things, our current expectations, plans, strategies, and anticipated financial results. There are a number of risks, uncertainties, and conditions that may cause our actual results to differ materially from those expressed or implied by these forward-looking statements. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements are discussed in more detail in our filings with the Securities and Exchange Commission (“SEC”), including our reports on Form 10-K and Form 10-Q. Many of these circumstances are beyond our ability to control or predict. Moreover, forward-looking statements necessarily involve assumptions on our part. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “estimate,” “project,” “intend,” “plan,” “should,” “may,” “will,” “would,” “will be,” “will continue” or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company and its subsidiaries to be different from those expressed or implied in the forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements that appear throughout this communication. Furthermore, forward-looking statements speak only as of the date they are made. Except as required under the federal securities laws or the rules and regulations of the SEC, we disclaim any intention or obligation to update or revise publicly any forward-looking statements. You should not place undue reliance on forward-looking statements.
What is the stock award given to Consolidated Communications CFO Fred Graffam?
Fred Graffam received 103,306 shares of restricted stock and a target award of 113,636 performance shares on December 1, 2022.
When do the restricted shares awarded to Fred Graffam vest?
The restricted shares vest at a rate of 25% per year beginning December 5, 2022.
What are the performance conditions for the stock awards of CNSL?
The performance shares are subject to adjustment based on the total shareholder return compared to a peer group and are tied to performance goals set in March 2022.
What happens to the stock awards if Fred Graffam's employment terminates?
If his employment is terminated for any reason, the unvested portion of the stock award will be forfeited.
