CCOI · Cogent Communications Holdings, Inc.

The Annual Meeting on May 1, 2026, at 2450 N Street NW, Washington, DC 20037, saw robust shareholder participation with 38,736,164 shares present out of 50,102,364 eligible on the March 6 record date. All director elections passed decisively, with FOR votes exceeding 86% for each nominee, signaling strong governance alignment. The pivotal approval of the Third Amended and Restated 2017 Incentive Award Plan expands the share pool by 1.5 million shares, extends awards to 2036, and raises the annual per-person limit to 1 million shares, directly enabling the immediate grant of 1,000,000 performance-vesting restricted shares to CEO Dave Schaeffer. This 2026 CEO Performance Award, detailed in Exhibit 10.2, ties vesting to stock price milestones—200,000 shares at $70 VWAP, 300,000 at $85, and 500,000 at $100—over any 60-day period within the February 28, 2026, to February 28, 2031 performance period. Vesting requires Schaeffer's continuous service as CEO through 2028 and CEO or Board-approved role thereafter. Accelerated pro-rata vesting applies on change in control or death/disability based on achieved price, with full forfeiture otherwise. Additional approvals of executive pay and auditor ratification passed, though say-on-pay showed 33% opposition, highlighting some investor scrutiny on compensation amid the sizable CEO award. Exhibits 10.1 and 10.2 provide full plan and award terms.