Anterix Inc. Files 2024 Proxy Statement

Ticker: ATEX · Form: DEF 14A · Filed: Jul 3, 2024 · CIK: 1304492

Sentiment: neutral

Topics: proxy-statement, governance, shareholder-meeting

Related Tickers: ATX

TL;DR

Anterix (ATX) filed its proxy statement - shareholders vote on company matters soon.

AI Summary

Anterix Inc. filed its definitive proxy statement (DEF 14A) on July 3, 2024, for the fiscal year ending March 31, 2024. The filing details information related to the company's annual meeting and matters presented for shareholder vote. Anterix Inc. is a telecommunications company previously known as pdvWireless, Inc. and Pacific DataVision, Inc.

Why It Matters

This filing provides shareholders with crucial information regarding company governance, executive compensation, and proposals to be voted on at the annual meeting, impacting their investment decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) providing information to shareholders, not indicating new financial risks.

Key Players & Entities

FAQ

What is the purpose of a DEF 14A filing?

A DEF 14A filing, or Definitive Proxy Statement, is used by companies to solicit proxy votes from shareholders for their annual or special meetings, detailing matters to be voted upon.

When was Anterix Inc.'s fiscal year end?

Anterix Inc.'s fiscal year ends on March 31.

What is Anterix Inc.'s business address?

Anterix Inc.'s business address is 3 GARRET MOUNTAIN PLAZA, SUITE 401, WOODLAND PARK, NJ 07424.

What was Anterix Inc. previously known as?

Anterix Inc. was previously known as pdvWireless, Inc. and Pacific DataVision, Inc.

What is the SEC file number for Anterix Inc.?

The SEC file number for Anterix Inc. is 001-36827.

Filing Stats: 4,550 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2024-07-03 08:01:25

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 10 General Information 11 Voting Instructions 11 Proxies 11 PROPOSAL 1 Election of Directors 13 Director Nominees 14 Board Diversity 20 Director Compensation 20 Corporate Governance Matters 23 Corporate Governance Guidelines and Code of Business Conduct 23 Board Committees 24 Board Composition and Processes 27 Stockholder Communication 29 Environmental, Social, and Governance Oversight 30 Human Capital Management 30 Cybersecurity 32 Executive Officers 33 PROPOSAL 2 Advisory Vote to Approve NEO Compensation 35

Executive Compensation

Executive Compensation 36 Summary of Fiscal 2024 Achievements 36 Fiscal 202 4 Compensation Highlights 37 Compensation Philosophy 38 202 3 Say on Pay Vote and Stockholder Engagement 39 Compensation Governance and the Compensation-Setting Process 39 Compensation Elements 42 Report of the Compensation Committee 50 Summary Compensation Table 51 CEO Pay Ratio 59 Pay Versus Performance 60 Certain Relationships and Related Transactions 63 PROPOSAL 3 Amendment No. 1 to the 2023 Stock Plan 64 Proposed Amendment to the 2023 Plan 65 Summary of the 2023 Plan 67 PROPOSAL 4 Ratification of Appointment of Independent Registered Public Accounting Firm 75 Audit - Related Matters 76 Report of the Audit Committee 77 STOCK OWNERSHIP 78 ADDITIONAL INFORMATION 80 OTHER MATTERS 82 APPENDIX A Amendment No. 1 to the Anterix Inc. 2023 Stock Plan A- 1 4 2024 PROXY STATEMENT ANTERIX INC. Proxy Statement Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement and our Annual Report on Form 10-K ("Annual Report") for the fiscal year ended March 31, 2024 ("Fiscal 2024") before voting. Page references are provided to help you find further information in this Proxy Statement. References in this Proxy Statement to the "Company," "we," "our," and "us" are to Anterix Inc. and its subsidiaries. Proposals and Voting Recommendations Item Board Recommendation Page Reference 1 Election of Directors FOR each nominee 13 2 Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers FOR 35 3 Approval of Amendment No. 1 to the Anterix 2023 Stock Plan to increase the number of shares available for issuance under the plan and clarify certain vesting restriction provisions FOR 64 4 Ratification of the appointment of Grant Thornton LLP as o

Executive Compensation

Executive Compensation Board Composition and Processes 7 of 9 Nominees Independent Separate Chair and CEO Majority Voting for Director Elections with Resignation Policy Independent Vice Chair 95% Board and Committee Attendance Regular Independent Director Executive Sessions Director Orientation and Continuing Education Audit, Compensation and Nominating and Governance Committees consist entirely of independent directors Protections Against Overboarding Annual Review of Director and Committee Qualifications Annual Board Self-Evaluation ANTERIX INC. 2024 PROXY STATEMENT 7 Director Nominees Director Name Age Director Since Title Jeffrey A. Altman INDEPENDENT 57 2023 Founding Partner and Chief Portfolio Manager, Owl Creek Asset Management Leslie B. Daniels INDEPENDENT 77 2020 Senior Advisor, AE Industrial Partners, LP Mark A. Fleischhauer INDEPENDENT 49 — Partner (Retired), Owl Creek Asset Management William E. Heard INDEPENDENT 41 — CEO and Chief Investment Officer, Heard Capital LLC Thomas R. Kuhn* INDEPENDENT 78 2024 President and CEO (Retired), Edison Electric Institute Scott A. Lang INDEPENDENT 61 — CEO and Chair, Project Canary Morgan E. O'Brien 79 2012 Executive Chairman, Anterix Robert H. Schwartz 58 2020 President and CEO, Anterix Mahvash Yazdi INDEPENDENT 72 2021 President, Feasible Management Consulting Nominee Snapshot* Gender RaceEthnicity Independence Female Male African American WhiteCaucasian Independent Non-Independent * If all nominees are elected. 8 2024 PROXY STATEMENT ANTERIX INC. Age Diversity 41 49 57 58 61 72 77 78 79 40 50 60 70 80 Average Tenure Skills and Experience CEOPresident Telecom Regulatory Financial Acumen lllllll ll lllll ll ll llll lllll lllllllll Early StageHyper Growth Utilities Prior Public Board Technology llllll ll l lll l lllll llll ll lll llllll ll l Governance MA Risk llll lllll llllll lll lllllll

Executive Compensation Highlights

Executive Compensation Highlights Our Compensation Committee regularly reviews best practices in governance and executive compensation. The following is a summary of the executive compensation practices utilized by the Compensation Committee to tie compensation to company performance and serve our stockholders' long-term interests What We Do What We Don't Do Annual Bonus Tied to Performance Liberal Recycling of Equity Awards Double-trigger Vesting of Equity Awards with CIC Tax Gross Ups Peer Group Used to Inform Pay Practices Evergreen Provision in Stock Plan Independent Compensation Committee Multi-Year Guaranteed Bonuses Prohibit Hedging or Pledging Stock Guaranteed Term Employment Agreements Engage Key Stockholders to Design Compensation Program to Drive Stockholder Value Option Repricing without Stockholder Approval Independent Compensation Consultant Broad Perquisites Offered to Executives Annual Compensation Risk Assessment Stock Ownership Guidelines for Directors and Executives Grant Equity Awards to Incentivize Long-term Growth Robust Executive Clawback Policy Long-Term Equity Incentive Awards to Promote Retention and Superior Performance 10 2024 PROXY STATEMENT ANTERIX INC. 2024 Proxy Statement Date and Time August 6, 2024 930 AM EDT Virtual Meeting www.virtualshareholdermeeting.comatex2024 Record Date June 11, 2024 Voting Instructions If you are a stockholder of record, you can vote in the following ways By Internet follow the internet voting instructions included on the proxy card at any time until 1159 p.m., Eastern Daylight Time, on August 5, 2024. By Telephone follow the telephone voting instructions included on the proxy card at any time until 1159 p.m., Eastern Daylight Time, on August 5, 2024. By Mail mark, date, and sign your proxy card per its instructions and return it by mail in the pre-addressed reply envelope provided with the proxy materials. We must receive the proxy card before the 2024 Ann

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