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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

COGENT COMMUNICATIONS HOLDINGS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

To Our Fellow Stockholders:

2025 Highlights

2025 was a challenging year for Cogent Communications Holdings, Inc. (the “Company”), its employees and you, our stockholders. The Company completed a number of landmark steps during 2025, including (i) the integration of the Sprint long-haul network into our global fiber-optic infrastructure, (ii) the extension of our optical wavelength network to over 1,000 data centers across North America and (iii) the refurbishing of wireline facilities acquired as part of the acquisition of Sprint Communications (“Sprint”) into 24 data centers. By doing so, the Company has effectively completed the integration phase of the acquisition of Sprint and can now turn its focus to capitalizing on the opportunities created by the acquisition.

These opportunities include access to a new target addressable market in optical wave and optical transport services that the Company estimates to be up to $2 billion and the lease or sale of a portfolio of data centers that represents over 1.0 million square feet of space with over 100 Megawatts of available power.

At the same time, the Company achieved meaningful revenue growth from its leasing of its 38 million IPv4 addresses. The cash flows generated by the leases of these addresses were used to raise an aggregate of over $380 million of asset backed securities at favorable rates in 2024 and 2025.

Moreover, building on our unique routes, ubiquitous service locations, faster provisioning times and competitive pricing, the Company saw a meaningful increase in optical wavelength service revenue in 2025.

However, the pace of revenue growth of optical wavelength services was slower than anticipated, which, when coupled with our trimming of low-margin services, led to a year over year revenue decline for the Company. While the Board of Directors (the “Board”) hoped to see faster growth in the sale of optical wavelength services, the Board and the Company remain confident in the Company’s optical wavelength services opportunity going forward.

We remain confident in the Company’s operations, for even as it completed these integration tasks and focused on improving the cost and operational efficiency of its combined operations, the Company continued to grow its existing IP-based services.

Looking ahead for 2026, the Company intends to accelerate its growth of optical wavelength services and work towards the sale or lease of its data center portfolio. These efforts, coupled with the continued strength of its existing IP business will, in the opinion of the Board, contribute meaningfully to the long-term growth and profitability of the Company and to a reduction of the Company’s leverage.

The Board believes that the combination of the legacy Cogent assets with the acquired Sprint assets creates a digital infrastructure company with considerable strategic value given the demand for infrastructure to support the growth in artificial intelligence.

Capital Allocation and Commitment to Stockholders and Stakeholders

In November 2025, the Board cut the Company’s dividend to $0.02 per share. This dividend reflects the Board’s decision to focus on reducing leverage on our balance sheet given the slower-than-expected pace in generating significant revenues from our optical wavelength product in 2025. The Board has also indicated that it does not intend to raise the dividend above this level until the Company’s leverage reaches an appropriate lower level. While the focus of the Board will be on reducing leverage, the Company may opportunistically return capital to stockholders through share buybacks. The Board believes that the decision to focus on reducing leverage benefits all stakeholders.

Board Focus and Strategic Direction

With the integration of the Sprint infrastructure and operations complete, and the Company being ahead of schedule on realizing the cost synergies from the Sprint acquisition, the Board is focused on creating value from the Sprint acquisition through the sale of optical wavelength services and the monetization of the data center portfolio. The Board believes these efforts will grow revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and free cash flow and improve the balance sheet through reducing leverage.

Executive Compensation

The Board retains full confidence in Mr. Schaeffer, the Company’s founder and Chief Executive Officer, and believes he is uniquely qualified to lead the Company. To that end, the Board focused on executive retention and aligning Mr. Schaeffer’s compensation with stockholder interests.

For his service in 2025, as in past years, all of Mr. Schaeffer’s cash compensation was performance-based. Furthermore over 90% of his direct compensation for service in 2025 was in the form of long-term equity awards with over 50% of this equity compensation being performance-based.

By recommendation of the Compensation Committee, in December 2025, the Board extended our CEO’s employment agreement through December 31, 2028. In addition, the Committee amended our CEO’s compensation structure in order to align more closely our CEO’s compensation with our peers and to meet our overall compensation goals.

First, for his service in 2026, the Board provided for a base salary for our CEO. This is the first year that our CEO has received a base salary since 2015, and it is set at a level consistent with our peer group.

Second, for performance in 2026, the Board has provided for an expanded cash bonus opportunity for our CEO. In addition to the increase in the maximum bonus attainable, the Board amended the metric for the cash bonus opportunity to include only EBITDA growth. The Board believes EBITDA growth is a single metric that best reflects the two primary operational goals for our CEO: revenue growth in high margin services and the reduction or containment of costs. The growth of EBITDA further serves the Board’s goals of reducing net leverage and creating long term value for our shareholders.

Third, the Board amended the metrics for the CEO’s long-term performance-based equity awards, which comprise over 50% of his equity compensation and slightly under 50% of his total target compensation, from multi-year growth targets for EBITDA and free cash flow to a single multi-year growth target for EBITDA.

Lastly, the Board approved a one-time long-term performance-based equity award for the CEO of 1,000,000 shares, subject to stockholder approval of certain amendments to the Company’s Second Amended and Restated 2017 Incentive Award Plan. The equity award is divided into three equal tranches, with each tranche earned if the price for the Company’s common stock hits a specified target. These price targets are set at levels that require, for the first tranche, a five-year compound annual growth rate in the price of a share of our common stock of approximately 26%. The entire equity award is only earned if a compound annual growth rate in the share price of approximately 35% is achieved over the five-year term of the award. The Board believes that this structure accomplishes the twin goals of retaining our CEO’s service in order to realize fully the potential of the Sprint acquisition and ensuring that our CEO only benefits from the award if long-term value is created for our stockholders.

Shareholder outreach

During the first part of 2026, we engaged with some of our largest stockholders to receive their feedback on a number of topics, including strategic direction, capital allocation and executive compensation. We value the feedback we received during these conversations and encourage our stockholders to reach out to us on any matter of concern.

As always, the Board remains fully committed to our obligations to stockholders and the broader stakeholder community. On behalf of the Board, we thank you for your continued support and look forward to your participation at the upcoming Annual Meeting.

[MISSING IMAGE: sg_marcmontagner-bw.jpg]

Marc Montagner
Lead Independent Director

March 20, 2026

2450 N Street, NW
Washington, D.C. 20037
(202) 295-4200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 1, 2026

The Annual Meeting of Stockholders of Cogent Communications Holdings, Inc., a Delaware corporation (the “Company”), will be held on May 1, 2026, at 9:00 a.m., Eastern Time, at the Company’s offices at 2450 N Street, NW, Washington, D.C. 20037, for the following purposes:

To elect eight directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected or appointed.

To approve the Company’s Third Amended and Restated 2017 Incentive Award Plan, including an increase in the number of shares available for issuance thereunder by 1.5 million shares.

To vote on the ratification of the appointment by the Audit Committee of Ernst & Young LLP as the independent registered public accountants for the Company for the fiscal year ending December 31, 2026.

To hold an advisory vote to approve named executive officer compensation.

To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

The foregoing matters are described in more detail in the enclosed Proxy Statement.

The Board of Directors has fixed March 6, 2026 as the record date for determining stockholders entitled to vote at the Annual Meeting of Stockholders.

The Company’s Proxy Statement is attached hereto. Financial and other information about the Company is contained in the enclosed 2025 Annual Report to Stockholders for the fiscal year ended December 31, 2025.

You are cordially invited to attend the meeting in person. Your participation in these matters is important, regardless of the number of shares you own. Whether or not you expect to attend in person, we urge you to complete, sign, date and return the enclosed proxy card as promptly as possible in the enclosed envelope. If you choose to attend the meeting you may then vote in person if you so desire, even though you may have executed and returned the proxy. Any stockholder who executes such a proxy may revoke it at any time before it is exercised. A proxy may be revoked at any time before it is exercised by delivering written notice of revocation to the Company, Attention: Ried Zulager; by delivering a duly executed proxy bearing a later date to the Company; or by attending the Annual Meeting and voting in person.

By Order of the Board of Directors,

Ried Zulager, Secretary

Washington, D.C.
March 20, 2026

COGENT COMMUNICATIONS HOLDINGS, INC.

Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held at 9:00 a.m., May 1, 2026

The proxy statement and annual report to stockholders are available at: https://www.cogentco.com/
en/about-cogent/investor-relations/reports.

The annual meeting of the stockholders of Cogent Communications Holdings, Inc. (“Cogent” or the “Company”) will be held at 9:00 a.m., Eastern Time, on May 1, 2026 at Cogent’s offices at 2450 N Street, NW, Washington, D.C. 20037. The matters to be covered are noted below:

Election of directors;

To approve the Company’s Third Amended and Restated 2017 Incentive Award Plan, including an increase in the number of shares available for issuance thereunder by 1.5 million shares;

Ratification of appointment of Ernst & Young LLP as independent registered public accountants for the fiscal year ending December 31, 2026;

Advisory vote to approve named executive officer compensation; and

Other matters as may properly come before the meeting.

The Board of Directors of Cogent recommends voting FOR the election of each director nominee named in Proposal 1 — Election of Directors, FOR Proposal 2 — Approval of the Third Amended and Restated 2017 Incentive Award Plan, FOR Proposal 3 — Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accountants, and FOR Proposal 4 — Advisory Vote to Approve Named Executive Officer Compensation.

You are cordially invited to attend the meeting in person. Your participation in these matters is important, regardless of the number of shares you own. Whether or not you expect to attend in person, we urge you to complete, sign, date and return the enclosed proxy card as promptly as possible in the enclosed envelope. If you choose to attend the meeting, you may then vote in person if you so desire, even though you may have executed and returned the proxy. Any stockholder who executes such a proxy may revoke it at any time before it is exercised. A proxy may be revoked at any time before it is exercised by delivering written notice of revocation to the Company, Attention: Ried Zulager; by delivering a duly executed proxy bearing a later date to the Company; or by attending the Annual Meeting and voting in person.

2450 N Street, NW
Washington, D.C. 20037
(202) 295-4200

PROXY STATEMENT

The Board of Directors (the “Board”) of Cogent Communications Holdings, Inc. (referred to herein as the “Company,” “Cogent,” “we,” “us,” or “our”), a Delaware corporation, is soliciting your proxy on the proxy card enclosed with this Proxy Statement. Your proxy will be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held in person on May 1, 2026, at 9:00 a.m., Eastern Time, at the Company’s offices at 2450 N Street, NW, Washington, D.C. 20037, and any adjournment or postponement thereof. This Proxy Statement, the accompanying proxy card and the 2025 Annual Report to Stockholders are first being mailed to stockholders on or about March 20, 2026.

VOTING SECURITIES

Voting Rights and Outstanding Shares

Only stockholders of record on the books of the Company as of 5:00 p.m., March 6, 2026 (the “Record Date”), will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, the outstanding voting securities of the Company consisted of 50,102,364 shares of common stock, par value $0.001 per share.

Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the Inspector of Elections (the “Inspector”) with the assistance of the Company’s transfer agent. The Inspector will also determine whether or not a quorum is present. In general, our bylaws (the “Bylaws”) provide that a quorum consists of a majority of the shares issued and outstanding and entitled to vote, the holders of which are present in person or represented by proxy. Broker non-votes (which occur when a brokerage firm has not received voting instructions from the beneficial owner on a non-routine matter, as defined under applicable rules and as discussed in greater detail below) and abstentions are counted for purposes of determining whether a quorum is present.

Except in very limited circumstances, the affirmative vote of a majority of shares of our common stock having voting power present in person or represented by proxy at a duly held meeting at which a quorum is present is required under the Bylaws for approval of proposals presented to stockholders.

Proxies

The shares represented by the proxies received, properly dated and executed and not revoked will be voted at the Annual Meeting in accordance with the instructions of the stockholders. A proxy may be revoked at any time before it is exercised by:

•

delivering written notice of revocation to the Company, Attention: Ried Zulager;

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delivering a duly executed proxy bearing a later date to the Company; or

•

attending the Annual Meeting and voting in person.

Any proxy that is returned using the form of proxy enclosed and that is not marked as to a particular item will be voted FOR the election of each director nominee, FOR the approval of the Third Amended and Restated 2017 Incentive Award Plan, FOR the ratification of the appointment by the Audit Committee of the Board (the “Audit Committee”) of Ernst & Young LLP as independent registered public accountants, and FOR the non-binding approval of the compensation of the named executive officers.

Proposals 1, 2 and 4 are matters considered non-routine under applicable rules. A bank, broker or other nominee cannot vote on these non-routine matters without specific voting instructions, and therefore there may be broker non-votes on these proposals.

Proposal 3 is considered routine under applicable rules. A bank, broker or other nominee may generally vote on routine matters without specific voting instructions, and therefore no broker non-votes are expected to exist in connection with Proposal 3.

Broker non-votes will not be deemed to have voting power and thus will have no effect on voting. However, abstentions will be treated as present and having voting power, and accordingly will have the effect of a vote against for purposes of determining the approval of each of the Proposals.

The Company believes that the tabulation procedures to be followed by the Inspector are consistent with the general statutory requirements in Delaware concerning voting of shares and determination of a quorum.

The cost of soliciting proxies will be borne by the Company. In addition, the Company may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may also be solicited by certain of the Company’s directors, officers and regular employees, without additional compensation, personally or by telephone or e-mail.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Board proposes eight directors to be elected at the Annual Meeting to serve until their respective successors are elected and qualified. Nominees for election to the Board shall be approved by the affirmative vote of the holders of a majority of shares of our common stock having voting power present in person or represented by proxy at the Annual Meeting.

In the event any nominee is unable or unwilling to serve as a nominee, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present Board or the proxy holders to fill such vacancy, or for the balance of those nominees named without nomination of a substitute. Each of the director nominees has consented to stand for election, and the Board has no reason to believe that any of the persons named will be unable or unwilling to serve as a nominee or as a director if elected.

Set forth below is certain additional information concerning the eight directors of the Company nominated to be elected at the Annual Meeting:

Dave Schaeffer, age 69, founded our Company in August 1999 and is our Chairman of the Board, Chief Executive Officer and President. Prior to founding the Company, Mr. Schaeffer was the founder of Pathnet, Inc., a broadband telecommunications provider, where he served as Chief Executive Officer from 1995 until 1997 and as Chairman from 1997 until 1999. Mr. Schaeffer has been a director since 1999. Mr. Schaeffer serves as both Chairman and Chief Executive Officer (“CEO”) because he is the founder of the Company and has led the Company and the Board since the Company was founded. For this reason, he has been nominated to continue serving on the Board.

Marc Montagner, age 64, has served on our Board since April 2010 and has served as our Lead Independent Director since February 2020. Since January 1st 2024, Mr. Montagner has been Chief Financial Officer at SBA Communications, a publicly traded independent owner and operator of wireless communications infrastructure. Between February 2022 and March 2024, Mr. Montagner was a director of Intelsat, a satellite operator based in Virginia, and served as the Chair of the Audit Committee. Mr. Montagner served as Chief Financial Officer at Cerence Inc. from April 2022 to May 2022, and Endurance International Group Holdings, Inc., from 2015 to 2021. He was previously Chief Financial Officer at LightSquared from 2012 until August 2015. Previously, he had been Executive Vice President of Strategy, Development and Distribution at LightSquared. Prior to joining LightSquared in February of 2009, Mr. Montagner was Managing Director and Co-Head of the Global Telecom, Media and Technology Merger and Acquisition Group at Banc of America Securities. Until August of 2006, he was Senior Vice President, Corporate Development and M&A with the Sprint Nextel Corporation. Prior to this, Mr. Montagner had the same responsibilities with Nextel Communications. Prior to 2002, Mr. Montagner was a Managing Director in the Media and Telecom Group at Morgan Stanley. Prior to joining Morgan Stanley, Mr. Montagner worked for France Télécom (now Orange) in New York where he was Head of Corporate Development for North America. Mr. Montagner has been nominated to continue serving on the Board due to his extensive experience in the telecommunications industry, specifically with respect to operational, financial and strategic matters.

Steven D. Brooks, age 74, has served on our Board since October 2003. Mr. Brooks is a private investor. He was Managing Partner of BCP Capital Management from 1999 to 2009. From 1997 until 1999, Mr. Brooks headed the technology industry mergers and acquisition practice at Donaldson, Lufkin & Jenrette. Previously, Mr. Brooks held a variety of positions in the investment banking and private equity fields, including: Head of Global Technology Banking at Union Bank of Switzerland, Managing Partner of Corporate Finance at Robertson Stephens, founder and Managing Partner of West Coast technology investment banking at Alex Brown & Sons, and Principal at Rainwater, Inc., a private equity firm in Fort Worth, Texas. Mr. Brooks has been nominated to continue serving on the Board because of his extensive experience with firms such as Cogent and with public market activities of such companies. Having been involved with the Company since its early days he also brings extensive historical perspective to the Board.

Paul de Sa, age 54, has served on our Board since December 2021. Mr. de Sa is a co-founder and partner of Quadra Partners, a telecommunications advisory firm founded in 2017. From 2009 to 2012 and

again from 2016 to 2017, Mr. de Sa served as Chief of the Office of Strategic Planning at the U.S. Federal Communications Commissions (FCC). During his time at the FCC, Mr. de Sa focused on transaction reviews, and spectrum and broadband policy. From 2012 to 2016, he was a Senior Analyst at Bernstein Research. Prior to his government service, Mr. de Sa was a Partner at McKinsey & Company, serving communications and private-equity clients from the firm’s Washington, D.C., and Seoul offices. From 2018 to 2023, Mr. de Sa was a director of the Coalition for Green Capital, a non-profit that works with national, state and local governments to establish green bank financial institutions for the deployment of sustainable technologies. Mr. de Sa holds a doctorate in theoretical physics from Oxford and a B.A. from Cambridge. He was also a John F. Kennedy Memorial Scholar at MIT and researched technology policy as a post-doctoral fellow at Harvard University. Mr. de Sa has been nominated to continue service on the Board due to his experience in the communications industry, regulatory background, sustainability and corporate finance.

Lewis H. Ferguson III, age 81, has served on our Board since October 2018. From 2011 to 2018 he served two terms as a board member of the Public Company Accounting Oversight Board (“PCAOB”), the oversight body for auditors of U.S. public companies. Mr. Ferguson served as Vice-Chair and Chair of the International Forum of Independent Audit Regulators, the international coordinating body of more than 50 independent audit regulators throughout the world, from 2012 to 2015. Mr. Ferguson also served as the first general counsel of the PCAOB from 2004 to 2007. Prior to his service at the PCAOB, Mr. Ferguson was a partner at the law firm of Williams & Connolly, LLP from 1979 to 1993 and 1998 to 2003, and at the law firm of Gibson, Dunn & Crutcher, LLP from 2007 to 2011. Mr. Ferguson has at various times served on the boards of seven companies, of which two are public companies and five are private. The two public companies were Wright Medical Technologies (1994 to 1997) and Cogent Communications Group, Inc., a predecessor of the Company (2007 to 2009). Mr. Ferguson also serves on the board of the Strathmore Hall Foundation, a nonprofit organization that supports visual and performing arts, and on the advisory committee of Springtide Ventures. Mr. Ferguson has been nominated to continue serving on the Board due to his extensive experience with audit matters, corporate finance, and corporate governance.

Eve Howard, age 63, has served on our Board since June 2022. Ms. Howard is an attorney in private practice, specializing in capital markets, financing and other corporate strategic transactions for more than 30 years. Ms. Howard regularly provides advice to senior management teams and corporate boards of directors on their corporate and finance activities, environmental, social and governance policies and practices, and securities matters. She served as the global head of the capital markets practice of her firm from July 2020 through December 2023, and prior to that served on the global executive management committee of the firm from 2016 to 2020. She transitioned from partner at her firm to senior counsel in January 2024. In her management role, Ms. Howard worked closely with teams throughout the Americas, Europe and Asia to expand the business, set policies, manage risk and streamline operations. Ms. Howard is a graduate of Duke Law School, where she currently serves on the Board of Visitors, and Dartmouth College. Ms. Howard serves on the board of Reading Partners DC, a nonprofit aimed at building literacy skills in qualifying Washington, D.C. public elementary schools. Ms. Howard also serves on the board of DirectWomen, a nonprofit organization that works to increase gender diversity on corporate boards. Ms. Howard has been nominated to continue serving on the Board based upon her extensive experience in the areas of corporate finance and capital markets, international business experience, environmental, social and governance policies and practices, internal corporate compliance and corporate governance.

Deneen Howell, age 54, has served on our Board since May 2022. Ms. Howell is an attorney in private practice and has been practicing since 1998. Ms. Howell’s practice includes advising former government officials, senior executives, public speakers, broadcasters and journalists (many of whom also are authors) in their professional pursuits; and counseling privately held businesses and non-profit organizations in employment and publishing-related matters. Ms. Howell also has an extensive executive compensation practice where she represents top executives as well as fiduciary and advisory board members of public and privately-held companies. Ms. Howell serves as co-chair of her firm’s Transactions and Business Counseling practice, and its Employment Counseling practice group and as chair of its Budget Committee. Ms. Howell also serves as a member of the Board of Directors of Georgetown Day School and the Board of Trustees of the White House Historical Association. Ms. Howell is a graduate of Yale University and Stanford Law School and a past president of the Stanford Law Review. Ms. Howell has been nominated to continue serving on the Board based upon her extensive experience in the areas of media and content development, executive compensation, internal corporate compliance and corporate governance.

Sheryl Kennedy, age 71, has served on our Board since November 2019. Ms. Kennedy serves on the board of directors of Private Debt Partners, Inc., serving on the Audit, Finance and Risk Committee and on the Board of Trustees of the Ontario University Pension Plan where she serves on the Investment Committee. Ms. Kennedy served as non-executive Chair of Promontory Financial Group Canada, an IBM Company, during the course of 2019, and previously was CEO of Promontory Canada from 2009 through 2018. From 1994 to 2008 she was Deputy Governor of the Bank of Canada and chaired the Markets Committee at the Bank for International Settlements in Basel, Switzerland from 2003 to 2006. She also served as Senior Advisor for International Strategy for Scotiabank in 2006. Prior to her time with the Bank of Canada, Ms. Kennedy worked in the Canadian federal Department of Finance and served as Finance Counsellor at the Canadian Embassy in Paris, France. Ms. Kennedy is a Trustee of the Anglican Church of Canada General Synod Pension Plan. She served on the University of Waterloo Board of Governors from 2017 to 2023 chairing its Pension Investment Committee and serving as a member of its Finance and Investment Committee. She also chaired the University’s Responsible Investing Advisory Group and more recently was a member of the University’s Task Force on Social Responsibility in Investing. Ms. Kennedy also served as a director of the CLS Group Holdings AG until June 2025, serving as Chair of the Nominating and Governance Committee, as a member of the Audit and Finance and the Chairs Committees. Ms. Kennedy is a graduate of the University of Waterloo and Harvard University. Ms. Kennedy has been nominated to continue serving on the Board due to her experience in the oversight of public company auditing, risk management, financial system management, regulation and corporate responsibility and sustainability, together with her international experience.

Listed below are certain areas of knowledge, skills and experience that we consider important for our directors in light of our current business strategy and structure. The table below includes the primary skills and experience of each director nominee that led our Board to conclude that he or she is qualified to serve on our Board. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contribution to the Board, and the type and degree of knowledge, skills and experience listed below may vary among the nominees.

Board

Schaeffer

Montagner

Brooks

de Sa

Ferguson

Howard

Howell

Kennedy

Knowledge, Skills and Experience

Public Company Board Experience

Financial

Risk Management

Accounting

Corporate Governance/Ethics

Legal/Regulatory

HR/Compensation

Executive Experience

Operations

Strategic Planning/Oversight

Technology

Mergers and Acquisitions

Telecom/Internet Industry

Academia/Education

Cybersecurity

Environmental, Social and Governance

If the nominees are elected, the average tenure of our independent directors would be 9.2 years as of May 1, 2026, as compared to 8.4 years as of May 7, 2025.

Currently, three of our directors are women and five are men, and we have one Asian, one Black and six White directors.

Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees named above.

Recommendation of the Board of Directors:

The Board recommends a vote FOR the election of all nominees named above.

PROPOSAL NO. 2
APPROVAL OF THE THIRD AMENDED AND RESTATED 2017 INCENTIVE AWARD PLAN

The Board has approved, subject to stockholder approval, an amendment and restatement of the Company’s Second Amended and Restated 2017 Incentive Award Plan (i) to increase the number of shares available for issuance by 1.5 million (1,500,000) shares, (ii) to extend the date to which awards can be made under the Second Amended and Restated 2017 Incentive Award Plan to March 19, 2036 and (iii) to increase the maximum aggregate number of shares with respect to one or more awards that may be granted to any one person during any calendar year to 1.0 million (1,000,000) shares from seven hundred fifty thousand (750,000) shares. As of February 28, 2026, only 884,241 shares remained available for issuance. As noted in the Compensation Discussion & Analysis section below, we use equity compensation as an integral part of our compensation program by linking the personal interests of our employees and directors to the Company’s success. Absent the share increase contemplated by the Third Amended and Restated 2017 Incentive Award Plan, we estimate that at the time of the Annual Meeting we will have enough shares remaining under the Second Amended and Restated 2017 Incentive Award Plan (as amended, the “Existing Plan”) to continue making awards for the remainder of 2026 but not for 2027 based on our historical usage and expected practices at such time, however we do not have adequate authorized shares for the 2026 CEO Performance Award, as described below.

We estimate that by increasing our share reserve, we will be able to continue to grant equity awards to employees and non-employee directors for approximately the next year from the date of the Annual Meeting. Without this share increase the Company will be limited in its ability to attract, motivate and retain talented employees and non-employee directors, align employee and stockholder interests, link employee compensation with company performance and maintain a culture based on employee stock ownership. While we anticipated at the time of our share increase proposal in 2025 that the share reserve would last for three years, our share price decreased significantly which contributed to a greater-than-anticipated number of shares granted through February 28, 2026. In addition, we will use the additional shares for the 2026 CEO Performance Award, as further described below.

Burn Rate

The “burn rate” at which the Company has awarded stock and options to employees, including the named executive officers, in the last three years is set out below. The “burn rate” is the sum of stock and option awards granted divided by the number of weighted average common shares used in our basic earnings per share calculation. Share numbers provided in the table below are in thousands.

	2025		2024		2023		TOTAL		AVERAGE
Options granted		104		121		106		331		110
Shares granted		1,498		672		634		2,804		935
TOTAL		1,602		793		740		3,134		1,045
Weighted average shares – basic EPS		47,929		47,628		47,373
Burn rate – 1 year		3.34%		1.66%		1.56%

SEC Form DEF 14A filed by Cogent Communications Holdings Inc.