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COGENT COMMUNICATIONS HOLDINGS, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 3, 2014, the Board of Directors made awards of restricted stock to the executive officers of the Company pursuant to the Company's 2004 Incentive Award Plan, as amended. Thaddeus Weed, Vice President and Chief Financial Officer of the Company, received an award of 36,000 shares of restricted stock. Shares will vest in quarterly increments of 4,500 shares starting on March 1, 2017 continuing through December 1, 2018. The stock will fully vest on an earlier date if a change of control occurs. The terms and conditions of the grant are set forth in the grant award document filed herewith as Exhibit 10.1. Ernest Ortega, Vice President and Chief Revenue Officer of the Company, received an award of 15,000 shares of restricted stock. Shares will vest in quarterly increments of 3,000 shares starting on December 1, 2017 continuing through December 1, 2018. The stock will fully vest on an earlier date if a change of control occurs. The terms and conditions of the grant are set forth in the grant award document filed herewith as Exhibit 10.2. Robert Beury, and Timothy O'Neill, each Vice Presidents of the Company, each received an award of 24,000 shares of restricted stock. Shares will vest in quarterly increments of 3,000 shares starting on March 1, 2017 continuing through December 1, 2018. The stock will fully vest on an earlier date if a change of control occurs. The terms and conditions of each of the grants that have quarterly vesting shall be as set forth in the grant award document filed herewith as Exhibits 10.3 and 10.4, respectively. Shares Shares vesting Last Name First Name Granted each quarter vest start date Beury Robert 24,000 3,000 March 1, 2017 O'Neill Timothy 24,000 3,000 March 1, 2017 Ortega Ernest 15,000 3,000 December 1, 2017 Weed Thaddeus (Tad) 36,000 4,500 March 1, 2017 Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 3, 2014, the Board of Directors amended and restated the Bylaws of the Company, effective immediately, to provide that shareholder actions must be filed in Delaware and awards the Company attorney's fees if it prevails and otherwise provides that each party bears its own expenses of litigation, which are new articles 62 and 63 in the Bylaws (a copy of which is filed herewith as Exhibit 3.2). The Board of Directors also approved that each new article added to the Bylaws shall be submitted separately to the stockholders for confirmation at the annual meeting. The stockholders shall be informed in the proxy that should the stockholders fail to confirm either bylaw change the board intends, absent extraordinary circumstances, to remove from the bylaws the change that was not confirmed. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is filed as Exhibit 3.2 to this report and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 3.2 Bylaws of Cogent Communications Holdings, Inc., as amended and restated by the Board of Directors on November 3, 2014. 10.1 Restricted Stock Award, dated as of November 3, 2014, between the Company and Thaddeus ("Tad") Weed. 10.2 Restricted Stock Award, dated as of November 3, 2014, between the Company and Ernest Ortega. 10.3 Restricted Stock Award, dated as of November 3, 2014, between the Company and Robert Beury. 10.4 Restricted Stock Award, dated as of November 3, 2014, between the Company and Timothy O'Neill. 2 -------------------------------------------------------------------------------- |