ATN International, Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>ATN International, Inc. is holding its 2024 Annual Meeting of Stockholders on June 18, 2024, to elect directors, vote on executive compensation, and ratify the independent auditor.</b>

AI Summary

ATN International, Inc. (ATNI) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Annual Meeting scheduled for June 18, 2024, at 9:00 a.m. MT in Albuquerque, New Mexico. Key agenda items include election of eight directors, advisory vote on executive compensation, and ratification of independent auditor. PricewaterhouseCoopers LLP is proposed as the independent auditor for the fiscal year ending December 31, 2024. Stockholders of record as of April 22, 2024, are entitled to vote. Proxy submission is encouraged via Internet, telephone, or mail.

Why It Matters

For investors and stakeholders tracking ATN International, Inc., this filing contains several important signals. This filing is a proxy statement (DEF 14A), indicating the company is seeking shareholder votes on critical corporate governance matters. The meeting agenda includes the election of directors and an advisory vote on executive compensation, which are key indicators of shareholder sentiment and management accountability.

Risk Assessment

Risk Level: low — ATN International, Inc. shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational disclosures that would suggest high risk.

Analyst Insight

Stockholders should review the director nominees and executive compensation proposals before the June 18th meeting to cast an informed vote.

Key Numbers

• 8 — Directors to be elected (To hold office until the next annual meeting.)
• 2024 — Fiscal Year End (For which PricewaterhouseCoopers LLP is proposed as auditor.)

Key Players & Entities

• ATN International, Inc. (company) — Registrant and filer of the proxy statement.
• PricewaterhouseCoopers LLP (company) — Proposed independent auditor.
• June 18, 2024 (date) — Date of the Annual Meeting of Stockholders.
• April 22, 2024 (date) — Record date for determining stockholders entitled to vote.
• April 29, 2024 (date) — Filing date of the proxy statement.
• Beverly, MA (location) — Company's business and mail address.
• Albuquerque, New Mexico (location) — Location of the Annual Meeting.

FAQ

Industry Context

ATN International operates in the telecommunications sector, providing services through various subsidiaries.

Regulatory Implications

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the list of director nominees and their qualifications.
2. Understand the executive compensation structure and the 'Say on Pay' proposal.
3. Confirm the ratification of PricewaterhouseCoopers LLP as the independent auditor.

Key Dates

• 2024-06-18: Annual Meeting of Stockholders — Election of directors, advisory vote on executive compensation, and ratification of auditor.
• 2024-04-22: Record Date — Determines stockholders eligible to vote at the Annual Meeting.
• 2024-04-29: Filing Date — Date the definitive proxy statement was filed with the SEC.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement for an annual meeting, indicating routine corporate governance activities.

Key Financial Figures

• $0.01 — 4,008 shares of common stock, par value $0.01 per share ("Common Stock"), were outsta
• $18,000 — , at an estimated cost of approximately $18,000 for any such services including reasona
• $30,000 — s at an estimated cost of approximately $30,000 for any such services, plus reasonable

Filing Documents

• tm242783d2_def14a.htm (DEF 14A) — 1081KB
• bc_average-4c.jpg (GRAPHIC) — 45KB
• bc_ebitda-4clr.jpg (GRAPHIC) — 70KB
• bc_netloss-4clr.jpg (GRAPHIC) — 62KB
• bc_shareholder-4clr.jpg (GRAPHIC) — 72KB
• ic_tick-4c.jpg (GRAPHIC) — 2KB
• lg_atninternational-4clr.jpg (GRAPHIC) — 30KB
• pc_board-4clr.jpg (GRAPHIC) — 62KB
• pc_tenure-4clr.jpg (GRAPHIC) — 25KB
• px_24atnproxy01pg01-bw.jpg (GRAPHIC) — 247KB
• px_24atnproxy01pg02-bw.jpg (GRAPHIC) — 263KB
• tb_boardmatrix-4c.jpg (GRAPHIC) — 145KB
• 0001104659-24-053871.txt (&nbsp;) — 4365KB
• atni-20231231.xsd (EX-101.SCH) — 9KB
• atni-20231231_def.xml (EX-101.DEF) — 5KB
• atni-20231231_lab.xml (EX-101.LAB) — 28KB
• atni-20231231_pre.xml (EX-101.PRE) — 4KB
• tm242783d2_def14a_htm.xml (XML) — 189KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 4 PROPOSAL 1: ELECTION OF DIRECTORS 6 Vote Required 6 Recommendation of our Board of Directors 6 DIRECTOR AND NOMINEE EXPERIENCE AND QUALIFICATIONS 7 PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION 13 Vote Required 13 Recommendation of our Board of Directors 13 PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR 14 Vote Required 14 Recommendation of our Board of Directors 14 CORPORATE GOVERNANCE 15 General 15 Board Leadership Structure 15 Director Nomination Process 16 Board Refreshment 17 Determination of Independence 20 Risk Management and Risk Assessment 20 Communications from Stockholders and Other Interested Parties 21 Board of Directors' Meetings and Committees 21 Compensation Committee Interlocks and Insider Participation 23 INDEPENDENT AUDITOR 25 Independent Auditor Fees and Services 25 Audit Committee Pre-Approval Policy and Procedures 25 Audit Committee Report 25 EXECUTIVE OFFICERS 27 EXECUTIVE OFFICER COMPENSATION 28 Compensation Discussion and Analysis 28 Compensation Committee Report 38 2023 Summary Compensation Table 39 Grants of Plan Based Awards in 2023 40 Outstanding Equity Awards at Fiscal Year-End 2023 41 i TABLE OF CONTENTS Page Option Exercises and Stock Vested in 2023 42 Securities Authorized for Issuance Under Equity Compensation Plans 42 Non-Qualified Deferred Compensation Plan Transactions in 2023 43 Potential Payments Upon Termination or Change of Control 43 Pay Ratio Disclosure 44 Pay Versus Performance Table 46 Tabular List of Important Financial Measures 47 DIRECTOR COMPENSATION 50 2023 Director Compensation Table 50 RELATED PERSON TRANSACTIONS 51 Policy on Related Person Transactions 51 ADDITIONAL INFORMATION 52 Sustainability, Governance and Community Involvement 52 Human Capita

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information known to us as of April 22, 2024 (unless otherwise indicated in the footnotes to this table) with respect to the shares of our common stock that were beneficially owned as of such date by: each of our current directors and director nominees; each of our named executive officers as listed in the Summary Compensation Table herein; all of our current directors and executive officers as a group; and each person (including any partnership, syndicate or other group) known to us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock. The number of shares beneficially owned by each person listed below includes any shares that the person has a right to acquire on or before June 21, 2024 by exercising rights to acquire shares. For each person listed below, the percentage set forth under "Percent of Class" was calculated based on 15,454,008 shares of Common Stock outstanding on April 22, 2024, plus any shares that person could acquire on or before June 21, 2024. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to the shares shown as beneficially owned by them. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o ATN International, Inc., 500 Cummings Center, Suite 2450, Beverly, MA 01915. Shares Beneficially Owned Beneficial Owners Number Percent of Class Directors, Director Nominees, Named Executive Officers: Michael T. Prior(1) 617,747 4.0 % Bernard J. Bulkin 18,239 * Richard J. Ganong 18,229 * April V. Henry 7,360 * Derek G. Hudson 2,436 * Patricia A. Jacobs 3,480 * Pamela F. Lenehan(2) 20,608 * Justin D. Benincasa(3) 52,186 * Justin M. Leon 6,830 * Mary M. Mabey(4) 16,558 * Brad W. Martin 23,977 * All Current Direct

View Full Filing

View this DEF 14A filing on SEC EDGAR