5 unchanged sentences
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Page 62 of 70
MANAGEMENT’S REPORT ON INTERNAL CONTROL
22 unchanged sentences
Chief Executive Officer
+Added: Page 63 of 70
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of Cogent Communications Holdings, Inc.
+Added: To the Shareholders and the Board of Directors of Cogent Communications Holdings, Inc.
Opinion on Internal Control over Financial Reporting
4 unchanged sentences
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Cogent Communications Holdings, Inc.
−Removed: and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”) and our report dated February 26, 2021 expressed an unqualified opinion thereon.
+Added: and subsidiaries as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income, shareholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”) and our report dated February 25, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
16 unchanged sentences
February 25, 2022
+Added: Page 64 of 70
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
2 unchanged sentences
EXECUTIVE COMPENSATION
−Removed: The information required by this Item 11 is incorporated in this report by reference to the information set forth under the captions entitled “The Board of Directors and Committees,” “Compensation Discussion and Analysis,” “Employment Agreements and Potential Post-Employment Compensation Arrangements,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in our 2021 Proxy Statement.
+Added: The information required by this Item 11 is incorporated in this report by reference to the information set forth under the captions entitled “The Board of Directors and Committees,” “Compensation Discussion and Analysis,” “Employment Agreements and Potential Post-Employment Compensation Arrangements,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the 2022 Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this Item 12 is incorporated in this report by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plan” in our 2021 Proxy Statement.
+Added: The information required by this Item 12 is incorporated in this report by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plan” in the 2022 Proxy Statement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
−Removed: The information required by this Item 13 is incorporated in this report by reference to the information set forth under the caption “Certain Relationships and Related Transactions” and “The Board of Directors and Committees” in our 2021 Proxy Statement.
+Added: The information required by this Item 13 is incorporated in this report by reference to the information set forth under the caption “Certain Relationships and Related Transactions” and “The Board of Directors and Committees” in the 2022 Proxy Statement.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information required by this Item 14 is incorporated in this report by reference to the information set forth under the caption “Relationship With Independent Registered Public Accountants” in our 2021 Proxy Statement.
+Added: The information required by this Item 14 is incorporated in this report by reference to the information set forth under the caption “Relationship With Independent Registered Public Accountants” in the 2022 Proxy Statement.
+Added: Page 65 of 70
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
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Bylaws of Cogent Communications Holdings, Inc., as amended and restated on September 10, 2018 (previously filed as Exhibit 3.2 to our Current Report on Form 8-K/A, filed on September 10, 2018, and incorporated herein by reference).
−Removed: Indenture to the 5.625% Senior Notes due 2021, dated as of April 9, 2014, between Cogent Communications Finance, Inc.
−Removed: (to which Cogent Communications Group, Inc.
−Removed: is successor by merger) and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on April 10, 2014, and incorporated herein by reference).
−Removed: Form of 5.625% Senior Notes due 2021 (previously filed as Exhibit A to the Exhibit 4.1 to our Current Report on Form 8-K, filed on April 10, 2014, and incorporated herein by reference) .
−Removed: First Supplemental Indenture related to the 5.625% Senior Notes due 2021, dated as of June 23, 2014, among Cogent Communications Group, Inc., Cogent Communications Holdings, Inc., the subsidiary guarantors named therein and Wilmington Trust, National Association, as trustee (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on June 26, 2014, and incorporated herein by reference).
Indenture related to the 5.375% Senior Secured Notes due 2022, dated as of February 20, 2015, among Cogent Communications Group, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on February 20, 2015 and incorporated herein by reference).
5 unchanged sentences
First Supplemental Indenture to the Base Indenture, dated as of June 10, 2020, among Cogent Communications Group, Inc., the guarantors named therein and Wilmington Trust, National Association, as trustee (previously filed as Exhibit 4.4 to our Current Report on Form 8-K, filed on June 10, 2020, and incorporated herein by reference).
−Removed: Indenture related to the 4.375% Senior Notes due 2024, dated as of June 3, 2020, among Cogent
−Removed: Communications Finance, Inc., Wilmington Trust, National Association, as trustee, Deutsche Bank AG,
−Removed: London Branch, as paying agent, and Deutsche Bank Trust Company Americas, as authentication agent
−Removed: and registrar (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on June 9, 2020,
−Removed: and incorporated herein by reference).
−Removed: Form of 4.375% Senior Notes due 2024 (previously filed as Exhibit A to the Exhibit 4.1 to our Current
−Removed: Report on Form 8-K, filed on June 9, 2020, and incorporated herein by reference).
−Removed: First Supplemental Indenture to the Temporary Indenture, dated as of June 10, 2020, between Cogent
−Removed: Communications Group, Inc.
−Removed: and Wilmington Trust, National Association, as trustee (previously filed as
−Removed: Exhibit 4.1 to our Current Report on Form 8-K, filed on June 10, 2020, and incorporated herein by
−Removed: Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (previously
−Removed: filed as Exhibit 4.10 to our Annual Report on Form 10-K for the year ended December 31, 2019, filed on
−Removed: February 28, 2020, and incorporated herein by reference).
+Added: Indenture related to the 4.375% Senior Notes due 2024, dated as of June 3, 2020, among Cogent Communications Finance, Inc., Wilmington Trust, National Association, as trustee, Deutsche Bank AG, London Branch, as paying agent, and Deutsche Bank Trust Company Americas, as authentication agent and registrar (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on June 9, 2020, and incorporated herein by reference).
+Added: Form of 4.375% Senior Notes due 2024 (previously filed as Exhibit A to the Exhibit 4.1 to our Current Report on Form 8-K, filed on June 9, 2020, and incorporated herein by reference).
+Added: Page 66 of 70
+Added: First Supplemental Indenture to the Temporary Indenture, dated as of June 10, 2020, between Cogent Communications Group, Inc.
+Added: and Wilmington Trust, National Association, as trustee (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on June 10, 2020, and incorporated herein by reference).
+Added: Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (previously filed as Exhibit 4.10 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed on February 28, 2020, and incorporated herein by reference).
+Added: Indenture related to the 3.500% Senior Secured Notes due 2026, dated as of May 7, 2021, among Cogent Communications Group, Inc., the guarantors named therein, and Wilmington Trust, National Association, as trustee and collateral agent (previously filed as Exhibit 4.1 to our Current Report on Form 8-K, filed on May 11, 2021 and incorporated herein by reference).
+Added: Form of 3.500% Senior Secured Notes due 2026 (previously filed as Exhibit A to the Exhibit 4.1 to our Current Report on From 8-K, filed on May 11, 2021 and incorporated herein by reference).
Dark Fiber IRU Agreement, dated April 14, 2000, between WilTel Communications, Inc.
8 unchanged sentences
2 to Employment Agreement with Cogent Communications Group, Inc., dated as of March 12, 2007 (previously filed as Exhibit 10.26 to our Annual Report on Form 10-K, filed on March 14, 2007, and incorporated herein by reference).
−Removed: Weed Employment Agreements, dated September 25, 2003 through October 26, 2006 (previously filed as Exhibit 10.28 to our Annual Report on Form 10-K, filed on March 14, 2007, and incorporated herein by reference).
Amendment No.
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Restricted Stock Award, dated as of May 3, 2017, between the Company and David Schaeffer (previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on May 3, 2017, and incorporated herein by reference).
+Added: Page 67 of 70
Form of Restricted Stock Award, dated as of May 3, 2017, between the Company and the Vice President named executive officers (previously filed as Exhibit 10.2 to our Current Report on Form 8-K, filed on May 3, 2017, and incorporated herein by reference).
1 unchanged sentence
7 to Employment Agreement of David Schaeffer, dated November 17, 2017 (previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on November 20, 2017, and incorporated herein by reference).
−Removed: Cogent Communications Holdings, Inc.
+Added: Amended and Restated Cogent Communications Holdings, Inc.
2017 Incentive Award Plan (previously filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 15, 2019, and incorporated herein by reference).
7 unchanged sentences
Severance Agreement, dated May 11, 2020, between the Company and Sean Wallace (previously filed as Exhibit 10.3 to our Current Report on Form 8-K, filed on May 11, 2020, and incorporated herein by reference).
+Added: Restricted Stock Award, dated as of February 24, 2021, between the Company and David Schaeffer (previously filed as Exhibit 10.1 to our Current Report on Form 8-K, filed on February 26, 2021, and incorporated herein by reference).
+Added: John Chang Severance Agreement with Cogent Communications, Inc., dated December 18, 2012 (filed herewith).
+Added: “Brad” Kummer Severance Agreement with Cogent Communications, Inc., dated September 25, 2003 (filed herewith).
Subsidiaries (filed herewith)
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Portions have been omitted pursuant to this request where indicated by an asterisk.
+Added: Page 68 of 70
COGENT COMMUNICATIONS HOLDINGS, INC.
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FORM 10-K SUMMARY
+Added: Page 69 of 70
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
5 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: /s/ D AVID S CHAEFFER
+Added: /s/ DAVID SCHAEFFER
Chairman and Chief Executive Officer
7 unchanged sentences
February 25, 2022
−Removed: /s/ CAROLYN KATZ
+Added: /s/ PAUL DE SA
February 25, 2022
−Removed: /s/ S TEVEN B ROOKS
+Added: /s/ STEVEN BROOKS
Steven Brooks
3 unchanged sentences
February 25, 2022
−Removed: /s/ D AVID B LAKE B ATH
+Added: /s/ DAVID BLAKE BATH
David Blake Bath
February 25, 2022
−Removed: /s/ M ARC M ONTAGNER
+Added: /s/ MARC MONTAGNER
Marc Montagner
February 25, 2022
−Removed: /s/ L EWIS H.
−Removed: F ERGUSON III
February 25, 2022
+Added: Page 70 of 70
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.