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Cogent Communications Holdings, Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Thursday, 2/29/24, at 11:34am ET   ·   For:  12/31/23   ·   Accession #:  1410578-24-91   ·   File #:  0-51829

Previous ‘10-K’:  ‘10-K’ on 2/24/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   31 References:   

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

 2/29/24  Cogent Comms Holdings, Inc.       10-K       12/31/23   92:12M                                    Toppan Merrill/FA2

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.47M 
 2: EX-10.23    Material Contract                                   HTML     33K 
 3: EX-21.1     Subsidiaries List                                   HTML     94K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML     30K 
 9: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     50K 
                Awarded Compensation                                             
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     29K 
15: R1          Document and Entity Information                     HTML     96K 
16: R2          Consolidated Balance Sheets                         HTML    152K 
17: R3          Consolidated Balance Sheets (Parenthetical)         HTML     55K 
18: R4          Consolidated Statements of Comprehensive Income     HTML    118K 
                (Loss)                                                           
19: R5          Consolidated Statements of Comprehensive Income     HTML     31K 
                (Loss) (Parenthetical)                                           
20: R6          Consolidated Statements of Changes in               HTML     77K 
                Stockholders' Equity (Deficit)                                   
21: R7          Consolidated Statements of Cash Flows               HTML    148K 
22: R8          Consolidated Statements of Cash Flows               HTML     34K 
                (Parenthetical)                                                  
23: R9          Description of the business and summary of          HTML    270K 
                significant accounting policies                                  
24: R10         Property and equipment                              HTML     62K 
25: R11         Accrued and other liabilities                       HTML     45K 
26: R12         Long-term debt                                      HTML     58K 
27: R13         Income taxes                                        HTML    136K 
28: R14         Commitments and contingencies                       HTML     43K 
29: R15         Stockholders' equity                                HTML     30K 
30: R16         Stock option and award plan                         HTML     95K 
31: R17         Related party transactions                          HTML     36K 
32: R18         Geographic information                              HTML    119K 
33: R19         Quarterly financial information (unaudited)         HTML    103K 
34: R20         Subsequent Events                                   HTML     30K 
35: R21         Schedule II VALUATION AND QUALIFYING ACCOUNTS       HTML     53K 
36: R22         Description of the business and summary of          HTML    226K 
                significant accounting policies (Policies)                       
37: R23         Description of the business and summary of          HTML    219K 
                significant accounting policies (Tables)                         
38: R24         Property and equipment (Tables)                     HTML     60K 
39: R25         Accrued and other liabilities (Tables)              HTML     45K 
40: R26         Long-term debt (Tables)                             HTML     37K 
41: R27         Income taxes (Tables)                               HTML    135K 
42: R28         Commitments and contingencies (Tables)              HTML     38K 
43: R29         Stock option and award plan (Tables)                HTML     93K 
44: R30         Geographic information (Tables)                     HTML    115K 
45: R31         Quarterly financial information (Unaudited)         HTML    102K 
                (Tables)                                                         
46: R32         Description of the business and summary of          HTML    165K 
                significant accounting policies - Acquisition of                 
                Sprint Communications (Details)                                  
47: R33         Description of the business and summary of          HTML     89K 
                significant accounting policies - Acquisition of                 
                Sprint Communications - Consideration (Details)                  
48: R34         Description of the business and summary of          HTML    134K 
                significant accounting policies - Acquisition of                 
                Sprint Communications - Fair Value of Assets                     
                Acquired and Liabilities Assumed and Gain on                     
                Bargain Purchase (Details)                                       
49: R35         Description of the business and summary of          HTML     37K 
                significant accounting policies - Acquisition of                 
                Sprint Communications - Asset Retirement                         
                Obligations (Details)                                            
50: R36         Description of the business and summary of          HTML     66K 
                significant accounting policies - Acquisition of                 
                Sprint Communications - Pro Forma Information                    
                (Details)                                                        
51: R37         Description of the business and summary of          HTML     34K 
                significant accounting policies - Allowance for                  
                credit losses (Details)                                          
52: R38         Description of the business and summary of          HTML     29K 
                significant accounting policies - Allowance for                  
                credit losses - Narrative (Details)                              
53: R39         Description of the business and summary of          HTML    120K 
                significant accounting policies - Leases (Details)               
54: R40         Description of the business and summary of          HTML     63K 
                significant accounting policies - Revenue                        
                recognition (Details)                                            
55: R41         Description of the business and summary of          HTML     29K 
                significant accounting policies - Gross receipts                 
                taxes, universal service fund and other surcharges               
                (Details)                                                        
56: R42         Description of the business and summary of          HTML     51K 
                significant accounting policies - Financial                      
                instruments (Details)                                            
57: R43         Description of the business and summary of          HTML     55K 
                significant accounting policies - Property and                   
                equipment (Details)                                              
58: R44         Description of the business and summary of          HTML     47K 
                significant accounting policies - Basic and                      
                diluted net income per common share (Details)                    
59: R45         Property and equipment (Details)                    HTML     74K 
60: R46         Accrued and other liabilities (Details)             HTML     42K 
61: R47         Long-term debt (Details)                            HTML    227K 
62: R48         Long-term debt- Debt extinguishment and             HTML     78K 
                redemptions of 2022 Notes (Details)                              
63: R49         Long-term debt- Senior unsecured notes (Details)    HTML     38K 
64: R50         Long-term debt - Limitations under the Indentures   HTML     61K 
                (Details)                                                        
65: R51         Long-term debt - Long-term debt maturities          HTML     36K 
                (Details)                                                        
66: R52         Income taxes - The components of income before      HTML     37K 
                income taxes (Details)                                           
67: R53         Income taxes - Income tax expense (Details)         HTML     49K 
68: R54         Income taxes - Temporary differences (Details)      HTML     60K 
69: R55         Income taxes - Loss carry-forwards (Details)        HTML     40K 
70: R56         Income taxes - Effective income tax rate            HTML     46K 
                reconciliation (Details)                                         
71: R57         Commitments and contingencies - Current and         HTML     29K 
                potential litigation (Details)                                   
72: R58         Commitments and contingencies: Capital leases -     HTML     49K 
                future minimum payments (Details)                                
73: R59         Commitments and contingencies - Unconditional       HTML     49K 
                purchase obligations (Details)                                   
74: R60         Commitments and contingencies - Defined             HTML     29K 
                contribution plan (Details)                                      
75: R61         Stockholders' equity: Authorized shares (Details)   HTML     38K 
76: R62         Stockholders' equity: Common stock buyback program  HTML     34K 
                (Details)                                                        
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                (Details)                                                        
78: R64         Stock option and award plan: Incentive award plan   HTML     50K 
                fair value assumptions (Details)                                 
79: R65         Stock option and award plan: Incentive award plan   HTML     85K 
                - activity (Details)                                             
80: R66         Stock option and award plan: Non-vested restricted  HTML     52K 
                stock (Details)                                                  
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                additional information (Details)                                 
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83: R69         Geographic information (Details)                    HTML     72K 
84: R70         Quarterly financial information (Unaudited)         HTML     81K 
                (Details)                                                        
85: R71         Subsequent Events (Details)                         HTML     34K 
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                (Details)                                                        
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‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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EXHIBIT 97.1

COGENT COMMUNICATIONS HOLDINGS, INC.

POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Cogent 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 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 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 solely 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

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Cogent Communications Holdings, Inc.

Policy for Recovery of Erroneously Awarded Compensation


compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the 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 shall 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

2

Cogent Communications Holdings, Inc.

Policy for Recovery of Erroneously Awarded Compensation


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 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,

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Cogent Communications Holdings, Inc.

Policy for Recovery of Erroneously Awarded Compensation


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 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 such person began 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 its 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

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Cogent Communications Holdings, Inc.

Policy for Recovery of Erroneously Awarded Compensation


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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Cogent Communications Holdings, Inc.

Policy for Recovery of Erroneously Awarded Compensation


FORM OF ACKNOWLEDGMENT AGREEMENT

PERTAINING TO THE COGENT COMMUNICATIONS HOLDINGS, INC.

POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

In consideration of, and as a condition to, the receipt of future cash and equity incentive compensation from Cogent Communications Holdings, Inc. (the “Company”), _________________ (“Executive”) and the Company are entering into this Acknowledgment Agreement.

1.

Executive agrees that compensation received by Executive may be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with (a) the Policy for Recovery of Erroneously Awarded Compensation adopted by the Board of Directors of the Company (as amended from time to time, the “Policy”), and (b) any Other Recovery Arrangements (as defined in the Policy).  Executive acknowledges that Executive has received and has had an opportunity to review the Policy and any Other Recovery Arrangements applicable to Executive.

2.

Executive acknowledges and agrees to the terms of the Policy and any Other Recovery Arrangements, including that any compensation received by Executive shall be subject to and conditioned upon the provisions of the Policy and any Other Recovery Arrangements applicable to Executive.

3.

Executive further acknowledges and agrees that Executive is not entitled to indemnification in connection with any enforcement of the Policy or any Other Recovery Arrangements applicable to Executive and expressly waives any rights to such indemnification under the Company’s organizational documents or otherwise.

4.

Executive agrees to take all actions requested by the Company in order to enable or facilitate the enforcement of the Policy and any Other Recovery Arrangements applicable to Executive (including, without limitation, any reduction, cancellation, forfeiture or recoupment of any compensation that Executive has received or to which Executive may become entitled).

5.

To the extent any recovery right under the Policy and any Other Recovery Arrangements applicable to Executive conflicts with any other contractual rights Executive may have with the Company or any affiliate, Executive understands that the terms of the Policy and the Other Recovery Arrangements shall supersede any such contractual rights. Executive agrees that no recovery of compensation under the Policy and the Other Recovery Arrangements will be an event that triggers or contributes to any right of Executive to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any affiliate.

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Cogent Communications Holdings, Inc.

Policy for Recovery of Erroneously Awarded Compensation


EXECUTIVE

(Signature)

(Print Name)

(Title)

(Date)

COGENT COMMUNICATIONS HOLDINGS, INC.

(Signature)

(Print Name)

(Title)

(Date)

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Cogent Communications Holdings, Inc.

Policy for Recovery of Erroneously Awarded Compensation



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/29/248-K
For Period end:12/31/23
10/2/234/A
 List all Filings 


31 Previous Filings that this Filing References

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

 1/05/24  Cogent Comms Holdings, Inc.       8-K:5,9     1/03/24   12:241K                                   Toppan Merrill/FA
 8/09/23  Cogent Comms Holdings, Inc.       10-Q        6/30/23   60:9.9M                                   Toppan Merrill/FA2
 7/27/23  Cogent Comms Holdings, Inc.       8-K:1,9     7/25/23   11:217K                                   Toppan Merrill/FA
 5/01/23  Cogent Comms Holdings, Inc.       8-K:1,2,7,9 5/01/23   14:636K                                   Toppan Merrill/FA
 3/15/23  Cogent Comms Holdings, Inc.       DEF 14A               12:7.4M                                   Toppan Merrill/FA
 2/24/23  Cogent Comms Holdings, Inc.       10-K       12/31/22   86:10M                                    Toppan Merrill/FA
 1/11/23  Cogent Comms Holdings, Inc.       8-K:1,9     1/06/23   12:430K                                   Toppan Merrill/FA
 1/06/23  Cogent Comms Holdings, Inc.       8-K:5,9     1/03/23   11:215K                                   Toppan Merrill/FA
 9/07/22  Cogent Comms Holdings, Inc.       8-K:1,7,9   9/06/22   13:1M                                     Toppan Merrill/FA
 6/22/22  Cogent Comms Holdings, Inc.       8-K:1,2,9   6/22/22   11:1.2M                                   Toppan Merrill/FA
 5/05/22  Cogent Comms Holdings, Inc.       10-Q        3/31/22   53:7.8M                                   Toppan Merrill/FA
 5/04/22  Cogent Comms Holdings, Inc.       8-K:5,9     5/04/22   11:318K                                   Toppan Merrill/FA
 2/25/22  Cogent Comms Holdings, Inc.       10-K       12/31/21   90:10M                                    Toppan Merrill/FA
 1/05/22  Cogent Comms Holdings, Inc.       8-K:5,9     1/03/22   11:217K                                   Toppan Merrill/FA
 5/11/21  Cogent Comms Holdings, Inc.       8-K:1,2,9   5/07/21   11:1.4M                                   Toppan Merrill/FA
 2/26/21  Cogent Comms Holdings, Inc.       8-K:5,9     2/24/21   11:217K                                   Toppan Merrill/FA
 3/02/20  Cogent Comms Holdings, Inc.       8-K:1,9     2/28/20   11:203K                                   Toppan Merrill/FA
 2/19/20  Cogent Comms Holdings, Inc.       8-K:5,8,9   2/14/20   12:229K                                   Toppan Merrill/FA
 3/15/19  Cogent Comms Holdings, Inc.       DEF 14A     5/01/19    1:1M                                     Toppan Merrill-FA
11/20/17  Cogent Comms Holdings, Inc.       8-K:5,9    11/17/17    2:20K                                    Donnelley Fi… Express/FA
 5/03/17  Cogent Comms Holdings, Inc.       8-K:5,9     5/03/17    3:91K                                    Toppan Merrill/FA
 4/17/15  Cogent Comms Holdings, Inc.       8-K:1,5,9   4/16/15    3:160K                                   Toppan Merrill/FA
 8/07/14  Cogent Comms Holdings, Inc.       10-Q        6/30/14   50:4.9M                                   Toppan Merrill/FA
 5/15/14  Cogent Comms Holdings, Inc.       8-K:1,2,5,8 5/15/14    7:388K                                   Toppan Merrill/FA
 4/18/14  Cogent Comms Holdings, Inc.       8-K:5,8,9   4/17/14    2:90K                                    Donnelley Fi… Express/FA
 4/07/10  Cogent Comms Holdings, Inc.       8-K:1,8     4/07/10    3:15K                                    Donnelley Fi… Express/FA
 3/01/10  Cogent Comms Holdings, Inc.       10-K       12/31/09    8:1M                                     Toppan Merrill-FA
 8/08/07  Cogent Comms Holdings, Inc.       10-Q        6/30/07    6:523K                                   Toppan Merrill/FA
 3/14/07  Cogent Comms Holdings, Inc.       10-K       12/31/06   11:2.3M                                   Toppan Merrill/FA
 2/14/05  Cogent Comms Holdings, Inc.       S-1                    5:2.3M                                   Toppan Merrill-FA
10/16/01  Cogent Comms Holdings, Inc.       S-4                   16:2.4M                                   Toppan Merrill-FA2/FA
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