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Consolidated Communications Holdings, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Tuesday, 3/5/24, at 8:24am ET   ·   For:  12/31/23   ·   Accession #:  1558370-24-2414   ·   File #:  0-51446

Previous ‘10-K’:  ‘10-K’ on 3/6/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   27 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/05/24  Consolidated Comms Holdings, Inc. 10-K       12/31/23   98:19M                                    Toppan Merrill Bridge/FA

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   4.23M 
 2: EX-21.1     Subsidiaries List                                   HTML     36K 
 3: EX-23.1     Consent of Expert or Counsel                        HTML     30K 
 7: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     54K 
                Awarded Compensation                                             
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     30K 
13: R1          Document and Entity Information                     HTML     96K 
14: R2          Consolidated Statements of Operations               HTML    150K 
15: R3          Consolidated Statements of Comprehensive Income     HTML     66K 
                (Loss)                                                           
16: R4          Consolidated Statements of Comprehensive Income     HTML     37K 
                (Loss) (Parenthetical)                                           
17: R5          Consolidated Balance Sheets                         HTML    162K 
18: R6          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
19: R7          Consolidated Statements of Changes in Mezzanine     HTML    123K 
                Equity and Shareholders' Equity                                  
20: R8          Consolidated Statements of Cash Flows               HTML    126K 
21: R9          Business Description & Summary of Significant       HTML    199K 
                Accounting Policies                                              
22: R10         Revenue                                             HTML    113K 
23: R11         Earnings Per Share                                  HTML     86K 
24: R12         Searchlight Investment                              HTML     34K 
25: R13         Divestitures                                        HTML     51K 
26: R14         Investments                                         HTML     86K 
27: R15         Fair Value Measurements                             HTML     93K 
28: R16         Long-Term Debt                                      HTML     84K 
29: R17         Derivative Financial Instruments                    HTML     71K 
30: R18         Leases                                              HTML    149K 
31: R19         Mezzanine Equity                                    HTML     35K 
32: R20         Shareholders' Equity                                HTML    177K 
33: R21         Pension Plan and Other Post-Retirement Benefits     HTML    489K 
34: R22         Income Taxes                                        HTML    139K 
35: R23         Commitments and Contingencies                       HTML     85K 
36: R24         Quarterly Financial Information (Unaudited)         HTML    115K 
37: R25         Business Description & Summary of Significant       HTML    250K 
                Accounting Policies (Policies)                                   
38: R26         Business Description & Summary of Significant       HTML    140K 
                Accounting Policies (Tables)                                     
39: R27         Revenue (Tables)                                    HTML    101K 
40: R28         Earnings Per Share (Tables)                         HTML     83K 
41: R29         Divestitures (Tables)                               HTML     49K 
42: R30         Investments (Tables)                                HTML     81K 
43: R31         Fair Value Measurements (Tables)                    HTML     90K 
44: R32         Long-Term Debt (Tables)                             HTML     68K 
45: R33         Derivative Financial Instruments (Tables)           HTML     70K 
46: R34         Leases (Tables)                                     HTML    173K 
47: R35         Shareholders' Equity (Tables)                       HTML    170K 
48: R36         Pension Plan and Other Post-Retirement Benefits     HTML    484K 
                (Tables)                                                         
49: R37         Income Taxes (Tables)                               HTML    132K 
50: R38         Commitments and Contingencies (Tables)              HTML     77K 
51: R39         Quarterly Financial Information (Unaudited)         HTML    112K 
                (Tables)                                                         
52: R40         BUSINESS DESCRIPTION & SUMMARY OF SIGNIFICANT       HTML     29K 
                ACCOUNTING POLICIES - Business (Details)                         
53: R41         BUSINESS DESCRIPTION & SUMMARY OF SIGNIFICANT       HTML     66K 
                ACCOUNTING POLICIES - Recent Developments                        
                (Details)                                                        
54: R42         BUSINESS DESCRIPTION & SUMMARY OF SIGNIFICANT       HTML     35K 
                ACCOUNTING POLICIES - Accounts Receivable and                    
                Allowance for Credit Losses (Details)                            
55: R43         BUSINESS DESCRIPTION & SUMMARY OF SIGNIFICANT       HTML     76K 
                ACCOUNTING POLICIES - Property, Plant, and                       
                Equipment (Details)                                              
56: R44         BUSINESS DESCRIPTION & SUMMARY OF SIGNIFICANT       HTML     70K 
                ACCOUNTING POLICIES - Intangible Assets (Details)                
57: R45         BUSINESS DESCRIPTION & SUMMARY OF SIGNIFICANT       HTML     59K 
                ACCOUNTING POLICIES - Share-based , Pension Plan,                
                Income Taxes, and Revenue (Details)                              
58: R46         BUSINESS DESCRIPTION & SUMMARY OF SIGNIFICANT       HTML     41K 
                ACCOUNTING POLICIES - Advertising Costs and Cash                 
                Flow (Details)                                                   
59: R47         Revenue (Details)                                   HTML    106K 
60: R48         Earnings Per Share (Details)                        HTML    108K 
61: R49         Searchlight Investment (Details)                    HTML    104K 
62: R50         DIVESTITURES - Washington Operations (Details)      HTML     38K 
63: R51         DIVESTITURES - Major Classes of Assets and          HTML     58K 
                Liabilities (Details)                                            
64: R52         DIVESTITURES - Kansas City Operations (Details)     HTML     54K 
65: R53         DIVESTITURES - Ohio Operations (Details)            HTML     47K 
66: R54         Investments (Details)                               HTML    132K 
67: R55         FAIR VALUE MEASUREMENTS - Financial Instruments     HTML     36K 
                (Details)                                                        
68: R56         FAIR VALUE MEASUREMENTS - Financial Instruments     HTML     33K 
                Not Carried at FV (Details)                                      
69: R57         Long-Term Debt (Details)                            HTML    204K 
70: R58         Long-Term Debt - Future Maturities (Details)        HTML     41K 
71: R59         DERIVATIVE FINANCIAL INSTRUMENTS - Interest Rate    HTML     47K 
                Swaps (Details)                                                  
72: R60         DERIVATIVE FINANCIAL INSTRUMENTS - Effect of        HTML     43K 
                Interest Rate Derivatives (Details)                              
73: R61         LEASES - Lease right-of use assets and liabilities  HTML     72K 
                (Details)                                                        
74: R62         LEASES - Components of lease expense (Details)      HTML     38K 
75: R63         LEASES - Supplemental cash information (Details)    HTML     38K 
76: R64         LEASES - Maturities of lease liabilities (Details)  HTML     66K 
77: R65         LEASES - Lessor (Details)                           HTML     33K 
78: R66         Mezzanine Equity (Details)                          HTML     64K 
79: R67         Shareholders' Equity (Details)                      HTML    129K 
80: R68         Shareholders' Equity - Compensation costs           HTML     41K 
                (Details)                                                        
81: R69         SHAREHOLDERS' EQUITY - Changes in AOCI (Details)    HTML     51K 
82: R70         SHAREHOLDERS' EQUITY - Reclassification from AOCI   HTML     67K 
                (Details)                                                        
83: R71         PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS -  HTML    161K 
                Defined Benefit Plans (Details)                                  
84: R72         PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS -  HTML     42K 
                Other Non-qualified Deferred Comp Agreements                     
                (Details)                                                        
85: R73         PENSION PLAN AND OTHER POST-RETIREMENT BENEFITS -   HTML     65K 
                Contributions (Details)                                          
86: R74         PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS -  HTML    117K 
                Plan Assets (Details)                                            
87: R75         PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS -  HTML     29K 
                Defined Contribution Plans (Details)                             
88: R76         INCOME TAXES - Income tax expense (Details)         HTML    124K 
89: R77         INCOME TAXES - Carryforwards (Details)              HTML     85K 
90: R78         Commitments and Contingencies (Details)             HTML     54K 
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                (Details)                                                        
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                (Details)                                                        
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‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


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Exhibit 97

CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Consolidated Communications Holdings, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”).  Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.

1.Persons Subject to Policy

This Policy shall apply to current and former Officers of the Company. Each Officer shall be required to sign an Acknowledgment Agreement pursuant to which such Officer will agree to be bound by the terms of, and comply with, this Policy; however, any Officer’s failure to sign any such Acknowledgment Agreement shall not negate the application of this Policy to the Officer.

2.Compensation Subject to Policy

This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.

3.Recovery of Compensation

In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company.  For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.

4.Manner of Recovery; Limitation on Duplicative Recovery

The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation, Erroneously Awarded Compensation or time-vesting equity awards, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the

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foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.

5.Administration

This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the “Board”) may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board.  Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.

6.Interpretation

This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.

7.No Indemnification; No Liability

The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy.  None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.

8.Application; Enforceability

Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the

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Company.

9.Severability

The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.

10.Amendment and Termination

The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.

11.Definitions

Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.

Committee” means the committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.

Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.

GAAP” means United States generally accepted accounting principles.

IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.

Impracticable” means (a) the direct costs paid to third parties to assist in enforcing

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recovery would exceed the Erroneously Awarded Compensation; provided that the Company has (i) made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.

Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the Company has a class of securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.

Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D-1(d) under the Exchange Act.

Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.

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ACKNOWLEDGMENT AND CONSENT TO
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION


The undersigned has received a copy of the Policy for Recovery of Erroneously Awarded Compensation (the “Policy”) adopted by Consolidated Communications Holdings, Inc. (the “Company”).

For good and valuable consideration, the receipt of which is acknowledged, the undersigned agrees to the terms of the Policy and agrees that compensation received by the undersigned may be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with the Policy, notwithstanding any other agreement to the contrary. The undersigned further acknowledges and agrees that the undersigned is not entitled to indemnification in connection with any enforcement of the Policy and expressly waives any rights to such indemnification under the Company’s organizational documents or otherwise.

___________________

Date

________________________________________

Signature

________________________________________

Name

________________________________________

Title

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/5/248-K
For Period end:12/31/23
10/2/23
 List all Filings 


27 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/16/23  Consolidated Comms Holdings, Inc. 8-K:1,2,8,910/15/23   15:3.7M                                   Toppan Merrill/FA
 5/04/23  Consolidated Comms Holdings, Inc. 8-K:5,9     5/01/23   11:191K                                   Toppan Merrill Bridge/FA
 4/19/23  Consolidated Comms Holdings, Inc. 8-K:1,2,9   4/17/23   11:2M                                     Toppan Merrill Bridge/FA
 3/06/23  Consolidated Comms Holdings, Inc. 10-K       12/31/22   98:19M                                    Toppan Merrill Bridge/FA
12/02/22  Consolidated Comms Holdings, Inc. 8-K:5,7,9  11/28/22   12:303K                                   Toppan Merrill Bridge/FA
11/23/22  Consolidated Comms Holdings, Inc. 8-K:1,2,3,711/22/22   13:166M                                   Toppan Merrill/FA
 8/01/22  Consolidated Comms Holdings, Inc. 8-K:1,7,9   8/01/22   12:317K                                   Donnelley … Solutions/FA
 4/30/21  Consolidated Comms Holdings, Inc. 8-K:5,9     4/26/21   13:455K                                   Toppan Merrill Bridge/FA
 4/16/21  Consolidated Comms Holdings, Inc. 8-K:1,9     4/12/21   19:831K                                   Toppan Merrill Bridge/FA
 4/09/21  Consolidated Comms Holdings, Inc. 8-K:1,2,7,9 4/05/21   12:1.9M                                   Toppan Merrill Bridge/FA
 3/18/21  Consolidated Comms Holdings, Inc. 8-K:1,2,8,9 3/18/21   12:1.7M                                   Toppan Merrill Bridge/FA
 3/17/21  Consolidated Comms Holdings, Inc. DEF 14A     4/26/21    1:2.4M                                   Toppan Merrill/FA
 2/05/21  Consolidated Comms Holdings, Inc. 8-K:1,9     2/01/21   14:345K                                   Toppan Merrill Bridge/FA
 1/15/21  Consolidated Comms Holdings, Inc. 8-K:1,2,7,9 1/15/21   12:262K                                   Toppan Merrill Bridge/FA
10/29/20  Consolidated Comms Holdings, Inc. 8-K:5,9    10/25/20   12:314K                                   Globenewswire Inc./FA
10/02/20  Consolidated Comms Holdings, Inc. 8-K:1,2,3,510/02/20   15:2.7M                                   Donnelley … Solutions/FA
 9/14/20  Consolidated Comms Holdings, Inc. 8-K:1,3,8,9 9/13/20   13:1M                                     Donnelley … Solutions/FA
 2/28/20  Consolidated Comms Holdings, Inc. 10-K       12/31/19  103:26M                                    Toppan Merrill Bridge/FA
 4/26/19  Consolidated Comms Holdings, Inc. 10-Q        3/31/19   76:14M                                    Toppan Merrill Bridge/FA
 5/05/17  Consolidated Comms Holdings, Inc. 10-Q        3/31/17   65:12M                                    Toppan Merrill Bridge/FA
 5/13/13  Consolidated Comms Holdings, Inc. 8-K:1,5,9   5/07/13    4:528K                                   Globenewswire Inc./FA
11/02/12  Consolidated Comms Holdings, Inc. 10-Q        9/30/12   60:11M                                    Toppan Merrill/FA
 5/04/11  Consolidated Comms Holdings, Inc. 8-K:5,9     5/04/11    3:106K                                   Globenewswire Inc./FA
12/10/09  Consolidated Comms Holdings, Inc. 8-K:1,5,9  12/04/09    3:51K                                    Schiff Hardin LLP
 3/17/08  Consolidated Comms Holdings, Inc. 10-K       12/31/07   10:1.9M                                   Donnelley … Solutions/FA
 3/16/07  Consolidated Comms Holdings, Inc. 8-K:5,9     3/12/07    6:47K                                    Schiff Hardin LLP
 7/19/05  Consolidated Comms Holdings, Inc. S-1/A                  8:843K                                   Donnelley … Solutions/FA
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