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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

  

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  June 6, 2023

 

 

  

ATN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-12593   47-0728886
(State or other   (Commission File Number)   (IRS Employer
jurisdiction of incorporation)       Identification No.)

 

500 Cummings Center

Beverly, MA 01915

(Address of principal executive offices and zip code)

 

(978) 619-1300

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, par value $.01 per share   ATNI   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On June 6, 2023, ATN International, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A summary of the matters voted upon by the stockholders at the Annual Meeting, each of which are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”), and the final voting results for each matter are set forth below.

 

Proposal 1. Stockholders elected the nominees identified below as directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualified, subject to their earlier retirement, resignation or removal. The voting results for each nominee were as follows:

 

   Number of   Number of   Number of   Number of 
   Shares Voted   Shares   Shares   Broker Non- 
   For   Voted Against   Abstained   Votes 
Bernard J. Bulkin   9,646,833    3,942,897    26,849    1,656,664 
Richard J. Ganong   12,548,525    1,044,835    23,219    1,656,664 
April V. Henry   13,587,516    28,662    401    1,656,664 
Derek Hudson   13,612,871    3,657    51    1,656,664 
Patricia Jacobs   13,612,961    3,657    51    1,656,664 
Pamela F. Lenehan   12,215,263    1,400,915    401    1,656,664 
Michael T. Prior   13,488,675    127,853    51    1,656,664 

 

Proposal 2. Stockholders approved the adoption of the 2023 Equity Compensation Plan and the reservation of 1,400,00 shares of Company common stock for issuance therewith. The voting results for the proposal were as follows:

 

Number of  Number of  Number of  Number of
Shares Voted  Shares Voted  Shares  Broker
For  Against  Abstained  Non-Votes
9,374,348  4,228,854  13,377  1,656,664

 

Proposal 3. Stockholders approved the compensation paid to our named executive officers by non-binding advisory vote. The voting results for the proposal were as follows:

 

Number of  Number of  Number of  Number of
Shares Voted  Shares Voted  Shares  Broker
For  Against  Abstained  Non-Votes
12,348,689  1,260,110  7,780  1,656,664

 

 

Proposal 4. A plurality of stockholders have submitted non-binding votes in favor of a frequency of future advisory votes on the compensation of our named executive officers to occur annually. The voting results for the proposal were as follows:

 

3 Years  2 Years  1 Year  Abstain
5,828,068  65,883  7,709,455  13,173

 

In light of the vote of the stockholders on this Proposal 4, the Company has determined it will hold future non-binding, advisory votes on named executive officer compensation annually until the next required stockholder vote on the frequency of such votes is held or until the Company’s board of directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s stockholders.

 

Proposal 5. Stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results for the proposal were as follows:

 

Number of  Number of  Number of
Shares Voted  Shares Voted  Shares
For  Against  Abstained
14,855,883   410,757  6,603

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ATN INTERNATIONAL, INC.
     
  By: /s/ Justin D. Benincasa
    Justin D. Benincasa
    Chief Financial Officer
     
Dated: June 8, 2023    

 

 

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